Exhibit 10.2



Exhibit 10.2


EXCESS BENEFIT PLAN
OF
SUPERMARKETS GENERAL CORPORATION


PREAMBLE


Background and Purpose


Supermarkets
General Corporation (the “Company”) hereby establishes the Excess
Benefit Plan of Supermarkets General Corporation (the “Plan”). The
Plan is intended to provide benefits which would have accrued to any employee
under the terms of the Pension Plans (as defined below) but for certain
restrictions imposed by Sections 415 and 401(a)(l7) of the Code.


ARTICLE I


Definitions


The
following terms whenever used in the Plan, including the Preamble, shall have
the meanings set forth in this Article I.


1.1
“Beneficiary” means the Participant’s beneficiary under
the applicable Pension Plan, or such other beneficiary as is designated in
writing to the Committee by the Participant.


1.2
“Board of Directors” means the Board of Directors of the
Company as constituted from time to time,


1.3
“Code” means the Internal Revenue Code of 1986, as may be amended, 1.4
“Committee” means the Retirement Committee appointed by the Board of
Directors which shall be responsible for the administration of the Plan in
accordance with Article V.


1.5
“Company” means Supermarkets General Corporation or any
successor thereto.


1.6
“Excess Pension Benefit” means a Participant’s retirement
benefit under the Plan determined in accordance with Section 3.1.


1.7
“Participant” means a Participant in this Plan as defined in
Article II.


1.8
“Pension Plan” means (i) the Supermarkets General Corporation
Pension Plan, as amended and restated effective January 1, 1979, or (ii) the
Purity Supreme Division of Supermarkets General Corporation Pension Plan, as
amended and restated effective as of September 30, 1985, each as amended from
time to time thereafter.



 



1.9
“Pension Plan Benefit” means the annual retirement benefit
payable to or on account of a Participant pursuant to the applicable Pension
Plan.


1.10
“Plan” means the Excess Benefit Plan of Supermarkets General
Corporation, as adopted effective as of March 9, 1987.


1.11
“Plan Year” means the period of time commencing with the first
day of January and ending with the last day of December.


ARTICLE II


Participants


Any
salaried employee who is a participant in a Pension Plan shall be a Participant
in this Plan if the benefit payable to such Participant under such Pension Plan
is limited as a result of the limitations on contributions and benefits imposed
by Section 415 of the Code and/or the limitation on includible compensation
under Section 401'(a)(].7) of the Code.


ARTICLE III


Benefits


3.1.
Excess Pension Benefit


A
Participant’s Excess Pension Benefit with respect to each Pension Plan
shall be equal to the excess of (a) over (b) where


	 	(a)
equals the benefit the Participant would have received under the Pension Plan on  a
single life annuity basis (i) had the limitation imposed by Section 415 of the  Code not
been in effect, and (ii)






had the
amount of compensation used in calculating the Participant's Pension Plan Benefit  not
been curtailed by Section 40l(a)(17) of the Code; and


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	 	(b)
equals the actual Pension Plan Benefit payable to the participant on a single  life
annuity basis,






3.2
Vesting, of Benefits


A
participant shall become vested in his or her Excess Pension Benefit in
accordance with the same schedule and rules as are applicable in determining
when he or she becomes vested in his or her Pension Plan Benefit.


3.3
Forfeiture of Benefits


A
participant shall forfeit his or her Excess Pension Benefit in the event of his
or her conviction of a felony relating to the conduct of the business of the
Company or willful unauthorized disclosure of a trade secret of the Company.


ARTICLE IV


Payment of Benefits


A
participant’s Excess Pension Benefit shall be paid under the same
circumstances, in the same form and at the same time as such participant’s
benefits under the applicable Pension Plan and shall cease when such benefits
cease. For purposes of determining such circumstances, form and time, all
relevant provisions of the applicable Pension Plan shall be applied hereunder,
including, without limitation, the provisions that relate to payments to the
Participant’s Beneficiary under such Pension ‘Plan.


ARTICLE V


Administration of the Plan


5.1
Committee


The Committee
shall administer the Plan and, in connection therewith, shall have full power
and authority to construe and interpret the Plan; to establish rules and
regulations relating to the Plan; to delegate responsibilities to others to
assist it in administering the Plan; and to perform all other acts it believes
reasonable and proper in connection with the administration of the Plan.


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5.2
Benefit Determination


The Committee
shall rely on the records of the Company in determining the form in which and
time at which’ benefits are being paid under a Pension Plan and shall pay
benefits accordingly pursuant to Article IV of this Plan.


5,3 Indemnification


To
the extent permitted by law, the Company shall indemnify the members of the
Committee from all claims for liability, loss or damage (including payment of
expenses in connection with defense against any such claim) arising from any act
or failure to act which constitutes a breach of such individual’s fiduciary
responsibilities under any applicable law.


ARTICLE VI


Miscellaneous


6.1
Benefits Payable by Company


All benefits
payable under this Plan shall constitute an unfunded obligation of the Company.
Payments shall be made, as due, from the general funds of the Company. The
Company may, in its sole and absolute discretion, establish one or more
accounts, funds or trusts to reflect its obligations under the Plan and nay make
such investments as it may deem desirable to assist it in meeting such
obligations. Any assets held in such accounts, funds or trusts shall remain
assets of the Company subject to the claims of its creditors. No person eligible
for a benefit under this Plan shall have any right, title or interest in any
such assets.


6.2
Inalienability of Benefits


The right of any person to any
benefit or payment under the Plan shall not be subject to voluntary or involuntary transfer, alienation or
assignment, and, to the fullest extent permitted by law, shall not be subject to attachment, execution,
garnishment, sequestration or other legal or equitable process or be transferable by operation of law in the
event of bankruptcy or insolvency of any Participant or Beneficiary. In the event a person who, is receiving
or is entitled to receive benefits under the Plan attempts to assign, transfer or dispose of such right, or if
an attempt is made to subject said right to such process, such assignment, transfer or disposition shall be
null and void.


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6.3
No Guarantee of Employment


Nothing
in the Plan nor any action taken hereunder shall be deemed or construed as
giving any Participant any right to be retained in the employ of the Company or
as affecting the right of the Company to discipline (including, without
limitation, the right to discharge) any Participant at any time.


6.4
Payments to Minors and Incompetents


If
a Participant or Beneficiary entitled to receive any benefits hereunder is a
minor or is deemed by the Committee or is adjudged to be legally incapable of
giving valid receipt and discharge for such benefits, payment of benefits will
be made to the duly appointed guardian of such minor or incompetent or to such
other legally appointed person as the Committee may designate. Such payment
shall, to the extent made, be deemed a complete discharge of any liability for
such payment under the Plan.


6.5
Withholding


The Company
shall have the right to deduct from any payments due under the Plan any taxes
required to be withheld with respect to such payments.


6.6
Amendment or Termination


(a) The
Company reserves the right to amend, modify, restate or terminate the Plan;
provided, however, that no such action by the Company shall reduce a
Participant’s Excess Pension Benefit accrued as of the time thereof.


(b)
If the Plan is terminated, a determination shall be made of each
Participant’s Excess Pension Benefit as of the Plan termination date. The
amount of such benefit shall be payable to the Participant or Beneficiary at the
time it would have been payable under Article IV if the Plan had not been
terminated.


6.7
Merger, Consolidation or Sale of Assets


In the
event the Company shall at any time be merged or consolidated with or into any
corporation or corporations or in the event
that all or substantially all of the assets of the Company shall be sold or
otherwise transferred to another corporation, the provisions of the Plan,
including the provisions of this Section, shall be binding upon and inure to the
benefit of the successor of the Company’ resulting from such merger,
consolidation or sale of assets.


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6.8
Governing Law


Except
to the extent pre-empted by federal law, the provisions of the Plan will be
construed according to the laws of the State of Delaware.


IN
WITNESS WHEREOF, Supermarkets General Corporation has caused this Plan to be
executed effective as of March 9, 1987.


	 	 	SUPERMARKETS GENERAL CORPORATION
 	 
	 	 	
     /s/ James D. Dougherty	 
	 	 	James D. Dougherty
Executive Vice President	 





ATTEST:


Asst. secretary


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