Exhibit 10.30





Exhibit 10.30



SUPPLEMENTAL RETIREMENT AGREEMENT


AGREEMENT, made and entered into as of the 25th day of  March,
2004, by and between PATHMARK STORES, INC., a Delaware corporation (the  “Company”),
and Mark Kramer (the “Executive”), residing at 2308 Harmon  Cove Towers, Tower
1, Secaucus, New Jersey 07094.


WHEREAS, to induce the Executive to continue employment  with
the Company, the Company desires to provide a minimum retirement income for the
Executive on the terms hereinafter set forth;


WHEREAS, the Company considers the Executive as one of a
select group of management or highly compensated employees of the Company, to be of
unique  value to the Company.


NOW, THEREFORE, the Company and the Executive agree as  follows:


	1. 	 Definitions




The following terms whenever used in this Agreement shall  have
the meanings set forth in this Section 1. Each capitalized term used in this  Agreement
and not defined in this Section 1 shall be deemed to have such meaning as in the
Pathmark Stores, Inc. Pension Plan (as defined below).


1.1 “Actuarial Equivalent” means a  benefit of
equivalent value to the benefit that would otherwise be payable when computed  on the
basis of the rate of interest specified by the Pension Benefit Guaranty Corporation  for
the period after payment begins for purposes of determining the value of lump sum
payments as of the date of the Executive’s termination of employment and using the
1983 Basic Group Annuity Mortality Table projected to 1988 with Scale H. For purposes of
determining Actuarial Equivalent, male mortality shall be used for the Executive and
female mortality shall be used for any Beneficiary.


1.2 “Agreement” means this Supplemental
Retirement Agreement by and between the Company and the Executive dated as of the 25th
day  of March, 2004.



 



1.3 “Average Final Compensation” shall  mean
the highest average annual Compensation (whether or not consecutive) paid to the
Executive for the five (5) full calendar years within the most recent ten (10)
consecutive  calendar years during which the Executive received Compensation, ending with
the December  31 coincident with or next preceding the date of Termination of Employment,
Retirement,  date of death or Disability, whichever is applicable, provided, however,
that an Executive  whose Retirement or death occurs on or after December 1 of his final
Plan Year shall be  deemed to have a full calendar year of Compensation. Notwithstanding
the foregoing, if an  Executive is employed less than 12 full months in his final
calendar year of employment,  Compensation earned in such year shall, if higher than the
lowest year’s Compensation  used in determining Average Final Compensation, be
substituted for such lowest year’s  Compensation and the determination of Average
Final Compensation shall be made based on  the most recent eleven (11) consecutive
calendar years during which the Executive received  Compensation.


1.4 “Beneficiary” means the  Executive’s
surviving spouse to whom the Executive was married for the six-month  period immediately
preceding the earlier of the date of commencement of the  Executive’s Supplemental
Retirement Benefit or the date of the Executive’s  death.


1.5 “Board of Directors” means the Board  of
Directors of the Company as constituted from time to time.


1.6 “Change of Control” means a Change  of
Control as defined in the Pathmark Stores, Inc. 2000 Employee Equity Plan as amended as
of June 13, 2002.


1.7 “Code” means the Internal Revenue  Code of
1986, as may be amended from time to time.


1.8 “Company” means Pathmark Stores,  Inc.,
or any successor thereto.


1.9 “Compensation” means Compensation as
defined under the Pathmark Stores, Inc. Pension Plan as in effect on the date of this
Agreement, determined, however, without regard to any dollar limitation imposed by
Section  401(a)(17) of the Code on the amount of compensation which may be taken into
account under  such Plan.


1.10 “Disability” means  “Disability” as
defined under the Pathmark Stores, Inc. Pension Plan.


1.11 “Disability Retirement” means the
termination of the Executive’s employment with the Company by reason of Disability.


1.12 “Pathmark Stores, Inc. Pension  Plan” means
the Pathmark Stores, Inc. Pension Plan, as amended and restated  effective January 1,
2001, and as amended from time to time thereafter.


 



1.13 “Pathmark Stores, Inc. Savings  Plan” means
the Pathmark Stores, Inc. Savings Plan, as amended and restated  effective January 1,
2001, and as amended from time to time thereafter.


1.14 “Pension Plan Benefit” means the  annual
retirement benefit payable to or on account of the Executive pursuant to the  Pathmark
Stores, Inc. Pension Plan.


1.15 “SGC Profit Sharing Plan” means the  SGC
Profit Sharing Plan as in effect immediately prior to April 1, 1983.


1.16 “Supplemental Retirement Benefit” means
the Executive’s benefit under this Agreement.


	2. 	 Vesting of Supplemental Retirement Benefit




The Executive shall become vested in his Supplemental
Retirement Benefit upon the earliest to occur of: (i) completion of 5 years of Vesting
Service following January 1, 2004; (ii) death; (iii) Disability; or (iv) a Change of
Control (the “Vesting Date”). Notwithstanding any provision herein to the
contrary, neither Executive nor his Beneficiary shall be entitled to receive any benefits
hereunder if Executive’s Termination of Employment with the Company (including by
Retirement) occurs prior to hisVesting Date.


	3. 	 Amount of Supplemental Retirement Benefit; Termination Of Employment After Age 60





Except as provided in Sections 4 and 5 of this Agreement,  the
annual amount of the Executive’s Supplemental Retirement Benefit shall be equal  to
the excess, if any, of the amount of the Executive’s “Unreduced Supplemental
Retirement Benefit” as described in subparagraph (a) over the Executive’s
“Other Company Plan Benefits” as described in subparagraph (b), where


a. “Unreduced Supplemental Retirement Benefit” is
equal to the sum of 30% of the Executive’s Average Final Compensation after
completion of 10 years of Vesting Service, plus 1% of the Executive’s Average Final
Compensation multiplied by each additional year of Vesting Service in excess of 10;
provided, however, that in no event shall the Executive’s Unreduced Supplemental
Retirement Benefit exceed the lesser of (i) 40% of his Average Final Compensation, or
(ii)  $250,000; and


b. “Other Company Plan Benefits” are the  amounts
payable under the Pathmark Stores, Inc. Pension Plan, the SGC Profit Sharing Plan,  the
Company’s Excess Benefit Plan and the Company’s disability income plan  (other
than (i) amounts payable under group life insurance, Retirement and Survivor’s
Insurance under the Federal Social Security Act, Worker’s Compensation and other
Company plans required by any governmental authority, (ii) amounts payable under the
Pathmark Stores, Inc. Savings Plan to the extent attributed to amounts paid or
contributed  by the Company or any predecessor thereto, and (iii) any amounts payable
after termination  of employment as retirement, death or disability benefits (other than
severance benefits)  under a contract between the Company and the Executive).


 



If the Executive has a Beneficiary on the date  Supplemental
Retirement Benefits commence under this Agreement, Other Company Plan  Benefits shall be
determined, on a joint and two-thirds survivor annuity basis, except as  otherwise
provided in this Agreement, as of such date, with the Executive’s  Beneficiary as
joint annuitant. The adjustment to the amount otherwise payable under the  applicable
Company plan for the applicable joint survivor annuity form of payment shall be  made on
the basis of the factors specified in such Company plan or, if no such factors are  set
forth in such Company plan, on an Actuarial Equivalent basis. If the Executive does  not
have a Beneficiary on the date Supplemental Retirement Benefits are to commence under
this Agreement, Other Company Plan Benefits shall be determined on a single life annuity
basis.


The Executive’s Supplemental Retirement Benefit  under
this Section 3, if vested, shall be payable monthly for life commencing on the first  day
of the month following the Executive’s termination of employment after attainment
of age 60.


	4. 	 Termination of Employment Prior to Age 60




In the case of the Executive’s termination of  employment
with the Company prior to attaining age 60 (other than by reason of the  Executive’s
death or Disability) but after completing 10 years of Vesting Service,  the amount of the
Executive’s Supplemental Retirement Benefit shall be equal to the  Executive’s
Unreduced Supplemental Retirement Benefit (computed on the basis of the  Vesting Service
which the Executive would have completed had the Executive remained in the  employ of the
Company until attainment of age 60), multiplied by a fraction, the numerator  of which is
the number of the Executive’s years of Vesting Service at termination of  employment
(up to a maximum of 20) and the denominator of which is the number of years of  Vesting
Service (up to a maximum of 20) which the Executive would have completed had the
Executive remained in the employ of the Company until attainment of age 60, offset by the
amount of the Executive’s Other Company Plan Benefits; provided that Other Company
Plan Benefits shall be assumed to commence on the first day of the month after the
Executive’s attainment of age 60 and to be paid in the form of a joint and
two-thirds  survivor annuity unless Executive does not have a Beneficiary in which case
benefits shall  be assumed paid in the form of a life annuity. The Executive’s
Supplemental  Retirement Benefit under this Section 4, if vested, shall be payable
monthly for life  commencing on the first day of the month following the Executive’s
attainment of age  60.


 



	5. 	 Disability Retirement




In the case of the Executive’s Disability  Retirement, the
amount of the Executive’s Supplemental Retirement Benefit shall be  the amount
determined under Section 3 of this Agreement; provided, however, that the  Executive’s
Unreduced Supplemental Retirement Benefit shall be computed on the basis  of the Vesting
Service which the Executive would have completed had the Executive remained  in the
employ of the Company until attainment of age 60, and the Executive’s  Unreduced
Supplemental Retirement Benefit shall not be offset by Other Company Plan  Benefits prior
to the date on which payment of such Other Company Plan Benefits commence.  The Executive’s
Supplemental Retirement Benefit under this Section 5, if vested,  shall be payable
monthly for life commencing on the first day of the month following the  Executive’s
Disability Retirement.


	6. 	 Death Prior to Retirement




a. In the event that the Executive dies while in the  employ of
the Company after his Supplemental Retirement Benefit has vested and has a  Beneficiary
on the date of his death, the Executive’s Beneficiary shall receive,  beginning with
the first day of the month following the Executive’s death and payable  monthly, an
annual amount equal to two-thirds of the Executive’s Unreduced  Supplemental
Retirement Benefit (computed on the basis of the Vesting Service which the  Executive
would have completed had the Executive remained in the employ of the Company  until
attainment of age 60) offset by the Other Company Plan Benefits; provided, however,  that
such offset shall be made at such time as Other Company Plan Benefits are payable
(whether or not the Beneficiary has elected to defer payment to a later date) and in an
amount equal to (i) a life annuity payable to the Executive’s Beneficiary that is
equal to the Actuarial Equivalent of the SGC Profit Sharing Plan balance, and (ii) the
survivor annuity actually payable to Executive’s Beneficiary pursuant to any Other
Company Plan, each determined as of the earliest date on which payments of Other Company
Plan Benefits are payable to the Beneficiary.


b. In the event that the Executive dies after termination  of
employment with the Company and after his Supplemental Retirement Benefit has vested  but
prior to commencement of Supplemental Retirement Benefit payments under this  Agreement,
and has a Beneficiary on the date of his death, the Executive’s  Beneficiary shall
receive, beginning with the first day of the month following the  Executive’s death
and payable monthly, an annual amount equal to two-thirds of the  Executive’s
Unreduced Supplemental Retirement Benefit offset by the amount of Other  Company Plan
Benefits; provided, however, that such offset shall be made at such time as  Other
Company Plan Benefits are payable (whether or not the Beneficiary has elected to  defer
payment to a later date) and in an amount equal to the benefit that would have been
payable to Executive’s Beneficiary had Executive retired on the date of his death
and  commenced benefit payments in the form of a joint and two-thirds annuity on such
date.


 



	7. 	 Death After Retirement




In the event of the Executive’s death after  commencement
of the Executive’s Supplemental Retirement Benefit, the Executive’s
Beneficiary shall receive, beginning with the first day of the month following the
Executive’s death and payable monthly, an annual amount equal to two-thirds of the
Supplemental Retirement Benefit that was being paid to the Executive prior to the
Executive’s death.


	8. 	 Limitation on Spouse's Benefits




Payment of Supplemental Retirement Benefits to the  Executive’s
Beneficiary under Sections 6 or 7 hereof shall terminate on the earlier  of the date of
death or remarriage of such Beneficiary.


	9. 	 Benefits Payable by Company




All benefits payable under this Agreement 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 this  Agreement
and may 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 claims of its creditors. No person eligible for a benefit under
this Agreement shall have any right, title or interest in any such assets. This Agreement
shall constitute solely an unsecured promise by the Company to pay supplemental
retirement  benefits to the extent provided herein.


	10. 	 Inalienability of Benefits




The right of any person to any benefit or payment under  this
Agreement 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 the
Executive or any Beneficiary. In the event a person who is receiving or is entitled to
receive benefits under the Agreement 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.


 



	11. 	 Forfeiture of Benefits




The Executive shall forfeit his Supplemental Retirement
Benefit in the event of the Executive’s 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.


	12. 	 Payments to Minors and Incompetents




If the Executive or Beneficiary entitled to receive any
benefits hereunder is a minor or is deemed by the Company 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 or legal representative of such minor or
incompetent or to such other legally appointed person as the Company may designate. Such
payment shall, to the extent made, be deemed a complete discharge of any liability for
such payment under this Agreement.


	13. 	 Withholding




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


	14. 	 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 this Agreement, 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.


	15. 	 Governing Law




Except to the extent pre-empted by federal law, the  provisions
of this Agreement will be construed according to the laws of the State of  Delaware
(without giving effect to the provisions thereof relating to conflicts of law).



 






IN WITNESS WHEREOF, the Company and the Executive have caused
this Agreement to be executed effective as of the 25th day of March, 2004.


	ATTEST:




/s/ Marc A. Strassler     

Marc A. Strassler

	
PATHMARK STORES, INC.




By: /s/ Eileen R. Scott    

       Eileen R. Scott

       Chief Executive Officer





       /s/ Mark C. Kramer    

       EXECUTIVE