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EXHIBIT 10.16

                       FOURTH AMENDMENT AND RESTATEMENT
                          OF THE GRAND UNION COMPANY
                        SUPPLEMENTAL RETIREMENT PROGRAM
                              FOR KEY EXECUTIVES


I.       PURPOSE:

         The purpose of The Grand Union Company Supplemental Retirement
         Program for Key Executives (the "Plan") is to advance the interests
         of The Grand Union Company (and its subsidiaries) (the "Company") by
         encouraging and enabling the Company to attract, motivate and retain
         key executives and, at the same time, recognize the executive's
         contribution to the Company's success and years of loyal service.

II.      EFFECTIVE DATE; DEFINITIONS:

         The effective date of this Fourth Amendment and Restatement of the
         Plan is November 20, 1997. The Plan, as herein written, applies to
         persons who are employed by the Company or become employed by the
         Company on or after such effective date and who have previously been
         designated as participants or who are hereafter designated as
         participants in accordance with Section III hereof. As of November
         20, 1997, the only participants are the individuals named on Exhibit
         D. The rights and obligations with respect to each person who
         retired, died, or whose employment terminated, or who otherwise
         ceased participation in the Plan, prior to November 20, 1997 shall be
         determined under the terms and provisions of the Plan as in effect on
         the date of such retirement, death, termination of employment or
         cessation of participation.

         Except as otherwise expressly provided herein, or as otherwise
         required by the context, all words and phrases used herein which are
         defined in The Grand Union Company Employees' Retirement Plan (the
         "Qualified Plan") shall have the same meaning as in the Qualified
         Plan.

III.     ADMINISTRATION AND ELIGIBILITY:

         The Plan shall be administered by the Compensation Committee (the
         "Committee") of the Board of Directors of the Company. The key
         executives who are or will be participants shall be selected from
         time to time by the Committee and shall receive benefits in
         accordance with the provisions of this Plan.

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         The Committee has the power and discretion to interpret the Plan and
         any agreement evidencing benefits granted hereunder and to make all
         other determinations in connection with the administration of the
         Plan, all of which shall be final and conclusive.

IV.      CREDITED SERVICE:

         Credited Service shall have the same meaning as in the Qualified
         Plan, except that a participant shall also receive credit for
         (i) service with The Grand Union Company and (ii) service with
         another company within the Corporate Group prior to the time
         such company became a member of such Group. Notwithstanding
         anything herein to the contrary, the Committee may, in its sole
         discretion and on a case-by-case basis, increase a participant's
         number of years of Credited Service used to determine the
         benefits hereunder in excess of such participant's actual years
         of Credited Service.

V.       PAYMENT:

         Benefits pursuant to the terms of this Plan shall be paid directly
         from the general assets of the Company. All such benefits shall be
         paid in a single sum no later than 30 days following a participant's
         date of retirement or other termination of employment.

VI.      RETIREMENT ELIGIBILITY:

         A.       Retirement At or After Age 62.

                  1.       Although "normal" retirement under the Qualified Plan
                           is age 65, under this Plan, a participant may retire 
                           as early as age 62 without penalty.

                  2.       A participant who retires under the Plan at age 62 or
                           later shall be paid a single sum in cash which is 
                           equal to the "actuarial present value" (as defined in
                           paragraph A.6 below) of the pension determined under 
                           paragraph A.3 below reduced by all amounts previously
                           paid to the participant under the Plan including, but
                           not limited to, any payment shown on Exhibit D plus 
                           interest on such previous payment amount from the 
                           date of such previous payment to the date of such 
                           retirement at the interest discount rate set forth in
                           Exhibit A in effect at the time of 

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                           such payment or in the case of a payment amount shown
                           on Exhibit D, the interest rate shown on Exhibit D 
                           for such payment amount (in the aggregate as to each 
                           participant, "the Prior Payment"). An additional 
                           single sum payment may be made to such participant 
                           following his retirement, as provided in paragraph 
                           A.7 below.

                  3.       The annual amount of pension payable upon retirement
                           at age 62 or later is determined as the "Target 
                           Benefit" minus the "Plan Offsets".  Such pension is 
                           deemed to be payable monthly and is based on a life 
                           annuity form of payment for participants who are not 
                           married on the date of their retirement and on a 
                           joint and survivor annuity form of payment for 
                           participants who are married on such date, which 
                           annuity is payable in full (i.e., without actuarial 
                           reduction) to the participant during his life, and, 
                           following his death, at the rate of fifty percent 
                           (50%) to the spouse to whom the participant is 
                           married on the date of his retirement, for the 
                           remainder of her lifetime.

                  4.       The "Target Benefit" is an annual pension,
                           payable monthly, equal to 65% of the Final
                           Year's Base Salary for a participant who has
                           15 or more years of Credited Service. For
                           participants with less than 15 years of
                           Credited Service, the target benefit is 4-1/3%
                           of the Final Year's Base Salary multiplied by
                           years of Credited Service. Notwithstanding
                           anything herein to the contrary, the Committee
                           may, in its sole discretion and on a
                           case-by-case basis, determine a participant's
                           target benefit based on 4-1/3% of the Final
                           Year's Base Salary multiplied by his actual or
                           deemed number of years of Credited Service in
                           accordance with Section IV above (even if such
                           years of Credited Service exceed 15). For
                           purposes of this Plan, the term "Final Year's
                           Base Salary" shall mean (i) except as provided
                           in (ii) below, the annualized rate of base
                           salary being paid to the participant
                           immediately prior to his death or retirement
                           or in the case of a participant who is
                           disabled within the meaning of the long term
                           disability income plan sponsored by the

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                           Company under which he is covered, the
                           annualized rate of base salary being paid to
                           such disabled participant immediately prior to
                           the onset of his disability or (ii) in the
                           case of Joseph J. McCaig, Final Year's Base
                           Salary shall be the greater of Final Year's
                           Base Salary as determined under (i) above or
                           $500,000, or(iii) an amount, determined by the
                           Committee in its sole discretion and on a
                           case-by-case basis, which exceeds the amount
                           determined under (i) above..

                  5.       "Plan Offsets" upon retirement at age 62 or
                           later are equal to the sum of (i) the annual
                           primary Social Security benefits payable at
                           age 62 (or at later retirement) to the
                           participant (the actual amount as provided by
                           the participant to the Company or as
                           determined on an assumed basis by the
                           Company), (ii) the benefits payable at age 62
                           (or at later retirement) from the Qualified
                           Plan (expressed as an annual straight life
                           annuity), and (iii) the benefits payable from
                           the qualified retirement plans of previous
                           employers (including, without limitation,
                           Colonial Stores Incorporated and J. Weingarten
                           Incorporated) and from the Colonial Stores
                           Supplemental Plan (in each case expressed as
                           an annual straight life annuity). In the case
                           of a participant who is potentially eligible
                           for an increase in the annual benefit payable
                           under the Qualified Plan after retirement as a
                           result of cost of living adjustments, made in
                           accordance with Section 415(d) of the Internal
                           Revenue Code of 1986, as amended (the "Code"),
                           to the maximum annual benefit limitation under
                           Section 415(b) of the Code, the amount of
                           "Plan Offsets" shall be increased to reflect
                           the expected increase in annual benefit
                           payable under the Qualified Plan. The
                           assumption(s) as to cost of living increases
                           to the maximum annual benefit limitation under
                           Section 415(b) of the Code for the purpose of
                           determining the amount of "Plan Offsets"
                           attributable to benefits payable under the
                           Qualified Plan in each year of expected
                           payment following retirement are set forth in
                           Exhibit A. A demonstration of the methodology
                           to be used in calculating a 

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                           participant's retirement benefit and the actuarial 
                           present value thereof under this Section VI.A is
                           attached hereto as Exhibit B, but in the event
                           of any discrepancy between the figures or
                           computations set forth in Exhibit B and the
                           terms of the Plan, the terms of the Plan shall
                           control.

                  6.       (i)  The actuarial present value of a participant's 
                           benefit under the Plan is the sum of the present 
                           values of the amount of pension determined under 
                           paragraph A.3 above (expressed as a monthly benefit)
                           for each year included in the period measured, in the
                           case of an unmarried participant, by the
                           participant's life expectancy only, and, in the case 
                           of a participant who is married as of the date of his
                           retirement, by the joint life expectancy of the 
                           participant and his spouse, as of such date.

                           (ii) The present value, as of the single sum
                           payment date, of an unmarried participant's
                           benefit for any year included in the period
                           described in paragraph A.6(i) above, is equal
                           to the amount determined under paragraph A.3
                           to be payable for such year on a monthly
                           basis, multiplied by a present value factor.
                           The present value factor is based on the
                           participant's age at the single sum payment
                           date, the interest discount rate set forth in
                           Exhibit A attached hereto and the 1983
                           Individual Annuity Mortality Table.

                           (iii) The present value, as of the single sum
                           payment date, of a married participant's
                           benefit for any year included in the period
                           described in paragraph A.6(i) above, is equal
                           to the sum of (a) the amount determined as if
                           he were unmarried, as described in paragraph
                           A.6(ii) above, and (b) fifty percent (50%) of
                           the amount determined under paragraph A.3,
                           representing a survivor's benefit payable on a
                           monthly basis to the participant's surviving
                           spouse for such year, multiplied by a present
                           value factor. The present value factor is
                           based on the participant's and spouse's ages
                           at the single sum payment date, the interest
                           discount rate set forth in Exhibit A and the
                           1983 Individual Annuity Mortality Table. 

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                           Where the participant's spouse is more than ten 
                           (10) years younger than the participant, the
                           present value of the participant's benefit
                           attributable to the survivor element of the
                           joint and survivor annuity will be computed by
                           reducing the amount of benefit to be continued
                           to the spouse after the participant's death by
                           2% for each year by which the difference in
                           the participant's and the spouse's age exceeds
                           ten (10). The reduction for any such partial
                           year shall be determined by interpolating for
                           the number of months between the percentage
                           reduction applicable to the last full year of
                           the age differential in excess of ten (10)
                           years and the next full year of such
                           differential.

                  7.       In the event that legislation is enacted following a 
                           participant's retirement and receipt of the
                           actuarial present value of his pension hereunder
                           that has the effect of eliminating, reducing or
                           suspending cost of living adjustments to the
                           maximum annual benefit limitation under Section
                           415(b) of the Code or of reducing such limitation,
                           then within thirty (30) days of the effective date
                           of such legislation, the participant (or his
                           estate) shall be entitled to receive an additional
                           single sum payment in cash equal to the present
                           value of the amount by which his Qualified Plan
                           benefit is assumed to increase in each year of
                           expected payment following such effective date, to
                           reflect cost of living adjustments to the maximum
                           annual benefit limitation under Section 415(b) of
                           the Code.

         B.       Early Retirement.

                  1.       (i)      A participant between the ages of 50 (age 47
                                    for any person who became a participant
                                    prior to April 1, 1995) and 55 may, with
                                    the Company's consent, retire and receive
                                    a single sum pension benefit under this
                                    Plan; provided, however, that such consent
                                    shall not be required of a participant who
                                    (a) is covered under a Company-sponsored
                                    long term disability income plan and is
                                    disabled or awaiting certification of
                                    disability status under the terms of such
                                    plan, (b) is involuntarily 

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                                    terminated other than for proper cause (as
                                    defined in Section VII(d) below) or (c)
                                    has a termination of employment on account
                                    of a Constructive Termination. A
                                    participant between the ages of 55 and 62
                                    may retire at any time and receive a
                                    single sum pension benefit under this
                                    Plan.

                           (ii)     A participant who is involuntarily 
                                    terminated (other than for proper cause as
                                    defined in Section VII(d) below) or has a
                                    termination of employment on account of a
                                    Constructive Termination following a
                                    Change in Control shall be deemed to have
                                    been retired by the Company for purposes
                                    of this Plan and shall receive a single
                                    sum pension benefit regardless of his then
                                    attained age.

                  For purposes of paragraph B.1 above, Constructive
                  Termination shall mean after November 20, 1997 (i) with
                  respect to a participant holding the position of Chief
                  Executive Officer, President, Chief Operating Officer
                  or Chief Financial Officer, either an involuntary
                  reduction in base salary that exceeds 5% in any year,
                  or an involuntary removal from sole possession of said
                  position, or (ii) with respect to any other
                  participant, either an involuntary reduction in base
                  salary that exceeds 10% in any year, or an involuntary
                  reduction in grade level of more than two grades in any
                  year or (iii) any involuntary transfer that would
                  require relocation outside of the current operating
                  area of Grand Union and for purposes of paragraph
                  B.1(ii) above, Change in Control shall mean a Change of
                  Control as defined in the Indenture between the Company
                  as issuer and IBJ Schroeder Bank & Trust Company as
                  Trustee for the issuance of up to $595,475,922 of 12%
                  Senior Notes due September 1, 2004 as dated as of June
                  15, 1995.

                  2.       A participant who retires early under paragraph B.1 
                           above shall be paid a single sum in cash which is
                           equal to the "actuarial present value" (as defined
                           in paragraph B.6 below) of the monthly equivalent
                           of the pension determined under paragraph B.3 below
                           reduced by such participant's Prior Payment, if
                           any. An additional single sum payment 

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                           may be made to such participant following his
                           retirement, as provided in paragraph B.7 below.

                  3.       The annual amount of pension payable upon early 
                           retirement is determined as the "Target Benefit"
                           (determined under paragraph B.4 below) minus the
                           "Plan Offsets" (set forth in paragraph B.5 below).

                  4.       The "Target Benefit" (as defined in paragraph A.4 
                           above) shall be reduced 5% per year for each year
                           that the date of commencement of benefits precedes
                           age 62. To illustrate, a participant retiring at
                           age 58 will receive 80% of the "Target Benefit".

                  5.       "Plan Offsets" upon early retirement are equal to
                           the sum of:

                           (a)      The assumed annual primary Social Security 
                                    benefit that would be payable to the
                                    participant at age 65, determined by
                                    assuming continued employment with the
                                    Company to age 65 at the salary level in
                                    effect at retirement, which benefit is
                                    then reduced by 6-2/3% per year for each
                                    of the first three years that the
                                    commencement date of the benefits under
                                    this Plan precedes age 65 and 5% per year
                                    for each year in excess of three years;
                                    and

                           (b)      Benefits payable from the Qualified
                                    Plan, assuming the earliest
                                    commencement and payment of benefits
                                    under the straight life annuity form.
                                    In the case of a participant who is
                                    potentially eligible for an increase
                                    in the annual benefit payable under
                                    the Qualified Plan after retirement
                                    as a result of cost of living
                                    adjustments made in accordance with
                                    Section 415(d) of the Code to the
                                    maximum annual benefit limitation
                                    under Section 415(b) of the Code, the
                                    amount of "Plan Offsets" shall be
                                    increased to reflect the expected
                                    increase in annual benefit payable
                                    under the Qualified Plan (the
                                    assumption(s) as to cost of living
                                    increases to the maximum annual
                                    benefit 

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                                    limitation under Section 415(b) of the
                                    Code for the purpose of determining the
                                    amount of "Plan Offsets" attributable to
                                    benefits payable under the Qualified Plan
                                    in each year of expected payment following
                                    retirement are set forth in Exhibit A);
                                    and

                           (c)      The benefits payable from qualified 
                                    retirement plans of previous employers
                                    (including, without limitation, Colonial
                                    Stores Incorporated and J. Weingarten
                                    Incorporated) and from the Colonial Stores
                                    Supplemental Plan, all of which shall be
                                    ascertained in the same manner, wherever
                                    possible, as the Qualified Plan benefits.

                  6.       The actuarial present value of a participant's
                           benefit payable under the Plan in the event of
                           early retirement shall be determined in the same
                           manner as is described in paragraph A.6 above, but
                           with reference to the amount of pension determined
                           under "paragraph B.3" substituted for any
                           references to paragraph A.3 contained therein. A
                           demonstration of the methodology to be used in
                           calculating a participant's retirement benefit and
                           the actuarial present value thereof under this
                           Section VI.B is attached hereto as Exhibit B, but
                           in the event of any discrepancy between the figures
                           or computations set forth in Exhibit B and the
                           terms of the Plan, the terms of the Plan shall
                           control.

                  7.       In the event that legislation is enacted following a
                           participant's early retirement and receipt of the
                           actuarial present value of his pension hereunder
                           that has the effect of eliminating, reducing or
                           suspending cost of living adjustments to the
                           maximum annual benefit limitation under Section
                           415(b) of the Code or of reducing such limitation,
                           then the participant (or his estate) shall be
                           entitled to receive an additional single sum
                           payment determined in the manner and payable at the
                           time described in paragraph A.7 above.

VII.     LOSS OF BENEFITS:

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         Benefits will not be paid under this Plan in the following
         circumstances:

         (a)      Except as otherwise provided in paragraph B.1 of Section VI, 
                  termination of a participant's employment prior to age 50;

         (b)      Except as otherwise provided in paragraph B.1 of Section VI, 
                  termination of a participant's employment between the ages of
                  50 and 55 without the Company's consent;

         (c)      Except as otherwise provided in Section VIII(b), death of a
                  participant prior to retirement;

         (d)      Disqualification for proper cause. For this purpose, proper 
                  cause shall mean a refusal to perform one's duties, proven 
                  dishonesty or the commission of an act or acts constituting a 
                  felony, or other willful misconduct inimical to the best 
                  interests of the Company.

         For purposes of this Plan, a participant who becomes disabled shall
         not be considered to have terminated his employment with the Company
         during the qualifying period set forth in a Company-sponsored long
         term disability income plan under which he is covered and throughout
         the period during which disability benefits are paid to him from such
         plan until he gives notice to the Company of his election to retire
         under the terms of this Plan.

VIII.    MISCELLANEOUS:

         (a)      Nonalienability.  No benefit payable at any time hereunder 
                  shall be subject in any manner to alienation, sale, transfer, 
                  assignment, pledge, attachment or other legal process, or 
                  encumbrance of any kind.  Any attempt to alienate, sell, 
                  transfer, assign, pledge or otherwise encumber any such 
                  benefit, whether currently or hereafter payable, shall be 
                  void. Except as otherwise specifically provided by law, no
                  such benefit shall, in any manner, be liable for or subject to
                  the debts or liabilities of any participant or any other 
                  person entitled to such benefits.

         (b)      Payment on Death. In the event a participant should die
                  after termination of employment but prior to payment of
                  a benefit to which he has become entitled under the
                  Plan, such benefit shall be paid to the participant's
                  estate. In 

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                  addition, if the participant should die while employed but
                  after the effective date of any reduction or discontinuance
                  by the Company of the level of life insurance coverage
                  applicable to the participant, based on his Final Year's
                  Base Salary in effect immediately prior to his death and the
                  table set forth in Exhibit C attached hereto, then that
                  portion of the actuarial present value of the pension he has
                  accrued under the Plan, which shall be determined as if he
                  had retired on the day immediately preceding his date of
                  death, as does not exceed the amount by which the level of
                  such participant's Company-provided life insurance has been
                  reduced or discontinued, shall be paid to the participant's
                  estate. For purposes of the preceding sentence, any
                  participant who dies prior to attaining age 55 shall be
                  deemed eligible to retire early under Section VI.B.

         (c)      No Rights to Employment.  This Plan shall not be construed as 
                  providing any participant with the right to be retained in
                  the Company's employ or to receive any benefit not
                  specifically provided hereunder.
                  
         (d)      Amendment and Termination. The Company shall have the
                  right, at any time and from time to time, to amend in whole
                  or in part, or to terminate any of the provisions of this
                  Plan, and such amendment or termination shall be binding
                  upon all participants and parties in interest; provided that
                  no such amendment or termination shall impair any rights
                  which have accrued hereunder. For example, if this Plan is
                  terminated, a participant who has reached age 50 (age 47 for
                  a person who became a participant prior to April 1, 1995) on
                  or prior to the date of such termination shall be entitled
                  to receive a single sum payment upon his retirement, equal
                  to the actuarial present value of his pension, determined in
                  accordance with the provisions of Section VI.A.6 or VI.B.6,
                  whichever is applicable, and based upon a "Target Benefit"
                  calculated with reference to his Final Year's Base Salary,
                  and, where applicable, Credited Service on the date of such
                  termination, reduced by his Prior Payment, if any. If this
                  Plan (as herein amended and restated effective June 15,
                  1995) is further amended, a participant who has reached age
                  50 (age 47 for a person who became a participant prior to
                  April 1, 1995) on or prior 

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                  to the effective date of such amendment shall be entitled to
                  receive a benefit upon his retirement, in accordance with
                  the terms of the Plan, as amended; provided, however, that
                  in no event shall any such amendment impair the right of any
                  such participant to receive a single sum payment upon his
                  retirement, equal to the actuarial present value of his
                  pension, determined under the provisions of Section VI.A.6
                  and VI.B.6, whichever is applicable, as in effect on the day
                  immediately preceding the effective date of such amendment,
                  which pension shall be based on a "Target Benefit" that is
                  not less than the "Target Benefit" calculated in accordance
                  with the provisions of Section VI.A.4 or VI.B.4, whichever
                  is applicable, as in effect on such date, with reference to
                  the participant's Final Year's Base Salary, and, where
                  applicable, Credited Service on such date, and an amount of
                  "Plan Offsets" that is not greater than the amount of "Plan
                  Offsets" calculated in accordance with the provisions of
                  Section VI.A.5 or VI.B.5, whichever is applicable, as in
                  effect on such date, reduced by his Prior Payment, if any,
                  calculated in accordance with the provisions of Section VI
                  A.2 or VI B.2, whichever is applicable, as in effect on such
                  date. The types of Plan amendments to which this paragraph
                  (d) applies include, but are not limited to, amendments
                  which (i) cease or reduce the rate of benefit accrual, (ii)
                  change any of the actuarial assumptions specified in the
                  Plan resulting in a reduction in the actuarial present value
                  of participants' accrued benefits, (iii) eliminate the
                  single sum method of payment, or (iv) change the
                  requirements for benefit eligibility to the detriment of any
                  participant. The preceding provisions of this paragraph (d)
                  shall be applicable to all participants, regardless of their
                  attained age, in the event the Plan is amended or terminated
                  following a Change in Control (as defined in Section
                  VI.B.1.).

         (e)      Governing Law. This Plan shall be governed by and construed
                  in accordance with the laws of the State of New Jersey.

         (f)      Successors and Assigns. This Plan and all of the provisions
                  hereof shall be binding upon the Company and its successors 
                  and assigns.

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IX.   EXECUTION:

                  The undersigned, being a duly authorized officer of the
Company, has hereby executed this Fourth Amendment and Restatement of the
Plan below as evidence of its adoption by the Company as of the 20th day
of November, 1997.


                                                  By:_________________________

                                                  Title:______________________



                                      13


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                                   EXHIBIT A


              Interest Discount Rates and Assumptions Used in the
                    Calculation of Actuarial Present Value

                  (a) Interest Discount Rate - The average yield, rounded
                      to the nearest 0.25%, on long-term (over 10 years)
                      United States Treasury notes and bonds during the
                      12-month period ending two months preceding the month in
                      which a participant receives, or is scheduled to receive
                      his or her single sum benefit payment; provided,
                      however, that to the extent, but only to the extent and
                      only so long as, Treasury Regulations prohibit, as a
                      requirement of qualification under Section 401(a) of the
                      Code, the use by the Qualified Plan of an interest rate
                      higher than the interest rate in effect on the first day
                      of the Plan Year of the Qualified Plan specified by
                      Section 417(e)(3)(B) of the Code and Treasury
                      Regulations thereunder, the interest rate shall not be
                      higher than said required rate.

         (b) Assumption as to Cost of Living Increases to Annual Benefit
Limitation under Section 415(b) of the Code - The average of the cost of
living increases to the annual benefit limitation under Section 415(b) of
the Code (determined without regard to Section 415(d)(4) as added by the
Retirement Protection Act of 1994) for the two (2) consecutive years
immediately preceding the year of retirement, unless the cost of living
increase for the year of retirement is known when a single sum payment is
due under the Plan, in which event, the average of such increases for the
year of retirement and the immediately preceding year shall be used. In
calculating the cost of living increase for the period from 1994 to 1995,
the change of the measurement period to a nine month period, as added by
the Retirement Protection Act of 1994, shall be disregarded.