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EXHIBIT 10.18

                    THE GRAND UNION COMPANY SEVERANCE PLAN
                             FOR EXEMPT PERSONNEL
                                      AND
                           SUMMARY PLAN DESCRIPTION

                           Effective April 14, 1998

(1)     GENERAL.

The legal name, address and federal employer identification number of the
Company are:

        The Grand Union Company                      EIN:  22-1518276
        201 Willowbrook Blvd.
        Wayne, NJ 07470

The Company has established a severance plan (the "Plan") for all of the
Company's salaried personnel at its headquarters and salaried store management
personnel. If after reading this Plan and Summary Plan Description you have
any questions, please present them to the Plan Administrator identified in
Section (4).

(2)     IDENTIFICATION OF PLAN.

The Plan is known as The Grand Union Company Severance Plan for Exempt
Personnel. The Company has assigned 530 as the plan identification number.

(3)     TYPE OF PLAN.

The Plan is commonly known as an employee welfare benefit plan, which
provides, in the discretion and sole determination of the Plan Administrator,
certain severance benefits ("Severance Benefits"). The Plan may provide you
with Severance Benefits if your employment with the Company terminates for any
reason specified in Section (6), "Terminations Which May Give Rise to
Severance Benefits", unless you are subject to Section (7), "Terminations
Which Do Not Give Rise to Severance Benefits". Section (8), "Payment of
Severance Benefits", explains how Severance Benefits are calculated and paid.
Section (9) "Disqualification of Participant Status/Loss of Benefits" explains
when Severance Benefits will not be paid and how Severance Benefits can be
lost. The Severance Benefit is paid by the Company and does not require
participant contributions to the Plan.

As you may know, a governmental agency known as the Pension Benefit Guaranty
Corporation ("PBGC") insures certain benefits payable under plans which
provide for fixed and determinable 

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retirement benefits. Since the Plan is not a retirement plan, the PBGC does
not include this Plan within its insurance program.

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(4)     PLAN ADMINISTRATOR.

The Plan Administrator is the entity that is responsible for administering the
Plan. The Company's Vice President of Associate Relations, or such person who
is designated as his/her successor, is the Plan Administrator. You may contact
the Plan Administrator at the Company's address. The Plan Administrator is
responsible for providing you and other participants with information
regarding your rights, obligations and benefits under the Plan. The Plan
Administrator also has the primary authority for filing the various reports,
forms and returns with the Department of Labor and the Internal Revenue
Service. The Plan Administrator shall have discretionary authority to
determine eligibility for Severance Benefits and to construe the terms of the
Plan, as indicated. Any interpretation or determination made by the Plan
Administrator pursuant to its discretionary authority shall be given full
force and effect, unless it can be shown that the interpretation or
determination was arbitrary and capricious.

The Plan Administrator is designated as agent for service of legal process and
the address where a processor may serve legal process upon the Plan is:

        The Grand Union Company
        Severance Plan Administrator
        Personnel Benefits Department
        201 Willowbrook Blvd.
        Wayne, NJ 07470

Severance Benefits are paid from the general assets of the Company. There is
no separate trust fund from which Severance Benefits are provided. All records
of the Plan shall be kept on the basis of the Plan Year, which shall
correspond with the Company's fiscal year that typically ends on the fourth
Saturday in March.

(5)     ELIGIBILITY TO PARTICIPATE.

Subject to all of the terms and conditions of the Plan (including without
limitation the condition that eligibility for Severance Benefits in each case
is subject to the determination of the Plan Administrator in its sole and
absolute discretion), all salaried personnel at the Company's headquarters and
salaried store management personnel who are actively employed and working may
be eligible to receive a Severance Benefit under the Plan (hereinafter
"Participants").

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(6)     TERMINATIONS WHICH MAY GIVE RISE TO SEVERANCE BENEFITS.

Unless you are subject to Section (7), you may be entitled to receive
Severance Benefits if:

         (a)    you are terminated by the Company due to a job elimination, a
                reduction in force for economic reasons, a decision to
                outsource work performed by Company employees to a third-party
                service provider, or another Company-initiated event (other
                than the sale of a major business unit of the Company); and

         (b)    you work up to and including your last scheduled day of
                employment as determined by the Company, and

         (c)    the Plan Administrator determines that you are eligible to
                receive Severance Benefits under the Plan.

As explained in Section (8) below, receipt of Severance Benefits in excess of
the base Severance Benefit under this Plan is further contingent upon your
first executing an Agreement and Release of any claims you have or may have
against the Company as of the date you accept Severance Benefits.

(7)     TERMINATIONS WHICH DO NOT GIVE RISE TO SEVERANCE BENEFITS.

You are not entitled to receive Severance Benefits if your employment is
terminated on account of death, disability, retirement, voluntary termination,
proven dishonesty, theft of Company assets, or violation of Company business
standards, as determined by the Plan Administrator in its sole and absolute
discretion. In addition, if your employment is terminated in connection with
the sale of a major business unit of the Company, you will not be eligible to
receive a Severance Benefit under this Plan. You also are not eligible to
receive Severance Benefits under this Plan if you are eligible to receive
Severance Benefits under the Grand Union Company Severance Plan for Non-Union
Associates, or if you are eligible to receive severance benefits under a
separate written agreement.

(8)     PAYMENT OF SEVERANCE BENEFITS.

All Participants eligible to receive payment of Severance Benefits shall
receive a base Severance Benefit equal to one week's salary. Severance
Benefits in excess of one week's salary shall be contingent upon execution of
an Agreement and Release, which releases the Company from any and all claims a
Participant has or may have against the Company or any of its officers,
directors or employees as of the date of acceptance of Severance Benefits. If
such an Agreement and Release is executed, additional Severance Benefits shall
be payable on the basis of a combination of length of service and position
level at the time of termination, as shown in the following schedule:

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Position                                      Severance Payment
--------                                      -----------------
Senior Vice-President or above                18 months' salary
Corporate Vice-President                      1 year's salary
Appointed Vice-President                      6 months' salary
Director                                      6 months' salary
All other Exempt Personnel                    1 week's pay per year of service,
                                              to a maximum of 26 weeks

Severance Benefits payable under the preceding schedule shall be inclusive of
the base Severance Benefit payable to all Participants. Severance Benefits
will be distributed in one lump sum payment, from which applicable federal and
state taxes will be withheld.

In addition to the Severance Benefits set forth in the preceding schedule, the
following Severance Benefits will also be provided upon execution of an
Agreement and Release which releases the Company from all claims a Participant
has or may have against the Company or any of its officers, directors or
employees:

        (a)       a payment equal to the number of whole months employed since
                  the preceding June 1 divided by twelve times the number of
                  vacation days to which the employee would be entitled on the
                  following June 1; and

        (b)       the opportunity to purchase your Company car at the lease
                  buyout price, if a Company car has been provided to you as
                  part of your compensation and that car was leased by the
                  Company for your use.

The preceding levels of Severance Benefits may be modified by individual
employment agreements made on or after the time of hire. All such agreements
must be in writing and must have the final approval of the Chief Executive
Officer of the Company or the Board of Directors. Any employee of the Company
who has a separate written agreement with the Company which provides for the
payment of severance benefits will receive no Severance Benefits under this
Plan.

Notwithstanding anything in this Section (8) to the contrary, in the event you
are terminated by the Company in connection with a decision to outsource work
performed by Company employees to a third-party service provider, the Plan
Administrator shall have complete and sole discretion to determine whether,
and to what extent, Severance Benefits will be payable to you under this Plan.

(9)     DISQUALIFICATION OF PARTICIPANT STATUS/LOSS OF BENEFITS.

There are no specific Plan provisions which provide for a disqualification of
your status as a Participant under the Plan or for denial or loss of Plan
benefits. If you terminate employment for any reason specified in Section (7),
however, you will not receive a Severance Benefit. In 

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addition, if you are eligible to receive a Severance Benefit, and the Plan
Administrator is unable to locate you at your last address of record with the
Company during the ten day period following employment termination, you may
lose eligibility for Severance Benefits under the Plan. Therefore, it is your
obligation under the Plan to keep the Company apprised of your mailing address
following termination of your employment. Further, the fact that the Company
has established this Plan does not confer any right to the payment of
Severance Benefits under any circumstance, nor any right to continued
employment with the Company, nor does it impose on the Company any obligation
to change its policies regarding termination of employment.

(10)    AMENDMENT AND TERMINATION.

The Company reserves the complete and absolute right to terminate, suspend or
modify the Plan in whole or in part at any time without notice. No benefits
are vested or accrued in connection with the Plan at any time.

(11)    COMPANY ACTION.

Any actions to be taken by the Company under the Plan will be taken by the
Company's duly authorized officers. In addition, pursuant to Section 405(c) of
the Employee Retirement Income Security Act of 1974, as amended, the Company
may designate any person or persons to carry out any or all of its fiduciary
responsibilities under the Plan.

(12)    CLAIMS PROCEDURE.

You need not file a formal claim with the Plan Administrator in order to
receive Severance Benefits under the Plan. When an event occurs which may make
you eligible to receive a distribution under the Plan, the Plan Administrator
will notify you regarding the distribution of your Severance Benefits. If you
disagree with the Plan Administrator's determination of the amount of
Severance Benefits under the Plan or with respect to any other decision the
Plan Administrator may make regarding your interest in the Plan, the Plan
contains an appeal procedure which you must follow. In brief, if the Plan
Administrator denies Severance Benefits to you, the Plan Administrator will
give you adequate notice in writing setting forth the reason or reasons for
the denial and referring you to the pertinent provisions of the Plan
supporting the Plan Administrator's decision. If you disagree with the Plan
Administrator, you, or a duly authorized representative, must appeal the
adverse determination in writing to the Plan Administrator within 75 days
after receipt of the notice of denial of Severance Benefits. If you fail to
appeal a denial within the 75-day period, the Plan Administrator's
determination will be final and binding. If you appeal to the Plan
Administrator, you or your duly authorized representative must submit the
issues and comments you feel are pertinent to permit the Plan Administrator to
re-examine all facts and make a final determination with respect to the
denial. The Plan Administrator, in most cases, will make a decision within 60
days of a request on 

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appeal unless special circumstances would make the rendering of a decision
within the 60-day period not feasible. In any event, the Plan Administrator
must render a decision within 120 days after its receipt of a request for
review and must notify you of the extension within 60 days of receipt of the
request for review. In the event no decision is rendered within that time
period, the appeal is considered denied.

(13)    PARTICIPANT'S RIGHTS UNDER ERISA.

As a Participant in this Plan, you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974
("ERISA"). ERISA provides that all Plan Participants shall be entitled to:

        a)  Examine, without charge, at the Plan Administrator's office and at 
        other specified locations, all Plan documents; and

        b) Obtain copies of all Plan documents and other Plan information upon
        written request to the Plan Administrator. The Plan Administrator may
        make a reasonable charge for the copies.

In addition to creating rights for Plan Participants, ERISA imposes duties
upon the people who are responsible for the operation of an employee benefit
plan. The people who operate this Plan, called "fiduciaries" of the Plan, have
a duty to do so prudently and in the interests of you and other Plan
Participants. No one, including the Company or any other person, may terminate
you or otherwise discriminate against you in any way to prevent you from
obtaining a Severance Benefit or from exercising your rights under ERISA. If
your claim for a Severance Benefit is denied in whole or in part, you must
receive a written explanation of the reason for the denial. You have the right
to have the Plan review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights. For
instance, if you request materials from the Plan and do not receive the
material within 30 days, you may file suit in federal court. In such a case,
the court may require the Plan Administrator to provide the materials and pay
you up to $100 a day until you receive the materials, unless the materials
were not sent because of reasons beyond the control of the Plan Administrator.
If you have a claim for Severance Benefits which is denied or ignored, in
whole or in part, you may file suit in a state or federal court. If it should
happen that you are discriminated against for asserting your rights, you may
seek assistance from the U.S. Department of Labor, or you may file suit in a
federal court. The court will decide who should pay court costs and legal
fees. If you are successful, the court may order the person you have sued to
pay these costs and fees. If you lose, the court may order you to pay these
costs and fees; for example, if it finds your claim is frivolous. If you have
any questions about this Plan, you should contact the Plan Administrator. If
you have any questions about this statement or about your rights under ERISA,
you should contact the nearest area office of the U.S. Labor-Management
Services Administration, U.S. Department of Labor.


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(14)   FEDERAL AND STATE INCOME TAXATION OF SEVERANCE BENEFITS PAID.

In the event that you do receive Severance Benefits under the Plan, those
Severance Benefits will be subject to automatic withholding of applicable
federal and state taxes. You must report as income the Plan distributions you
receive. We emphasize that you should consult your own tax advisor with
respect to the proper method of reporting any distribution you receive from
the Plan.


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