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EXHIBIT 10.17

             THE GRAND UNION COMPANY DISCRETIONARY SEVERANCE PLAN
                           FOR NON-UNION ASSOCIATES
                                      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 discretionary severance plan (the "Plan") for
all non-exempt, non-union, non-salaried, hourly associates working in the
Company's stores and hourly personnel who work in the Company's offices. 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 Discretionary Severance Plan for
Non-Union Associates. The Company has assigned 529 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 discretionary 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. However, even if employment terminates for a reason
specified in Section (6), "Terminations Which May Give Rise to Severance
Benefits," payment of Severance Benefits is nevertheless completely
discretionary in each case and it is an express term and condition of the Plan
that the Plan Administrator reserves the absolute right in its sole discretion
to determine whether or not Severance Benefits will be paid in any instance,
and in what amount.

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

(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 has responsibility for making all discretionary
determinations under the Plan, for interpreting and construing the terms of
the Plan, and for determining Severance Benefits payable thereunder. 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, when determined by the Plan Administrator to be payable,
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 corresponds 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), each non-exempt, non-union, nonsalaried, hourly
associate of the Company, including hourly personnel working in the Company's
offices 

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who is 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) if you are a full time non-exempt, non-union, non-salaried, hourly
        associate, and you are terminated in connection with a store closing
        or, you are terminated in connection with 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
        lack of work, 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 in its discretion that you are
        eligible to receive Severance Benefits under the Plan.

As explained in Section (8) below, receipt of Severance Benefits 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
or termination for cause, as determined by the Plan Administrator in its sole
and absolute discretion. In addition, even if your employment is terminated in
connection with a job elimination, a reduction in force for economic reasons
or lack of work or store closing as described in Section (6), you are not
eligible to receive a Severance Benefit if you decline any offer of transfer
to another position or location, or your employment is terminated in
connection with the sale of a store or of a major business unit of the Company
and you are offered a position with the purchaser. Finally, you are not
entitled to receive Severance Benefits under this Plan if you are entitled to
receive Severance Benefits under the Grand Union Company Severance Plan for
Exempt Personnel or pursuant to a separate written agreement.

(8)     PAYMENT OF SEVERANCE BENEFITS.

Upon executing an Agreement and Release, which releases the Company from any
and all claims you have or may have against the Company or any of its
officers, directors or employees as of the date you accept Severance Benefits,
you may receive Severance Benefits. The Plan Administrator will determine the
amount, if any, of Severance Benefits to be paid in all instances. Severance
Benefits will not be paid without prior approval in each instance of the
pyramid head of the Human Resources Department.

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Any employee of the Company who has a separate written agreement with the
Company which provides for the payment of severance benefits is not eligible
to receive Severance Benefits under this Plan.

Hourly associates shall generally receive the equivalent of one week's regular
pay for each two years of service to a maximum of 26 weeks of Severance
Benefits, as well as a payment equal to the number of whole months employed
since the preceding June 1 divided by the twelve times the number of vacation
days to which the employee would be entitled on the following June 1.

NOTWITHSTANDING THE ABOVE GUIDELINES, THE PLAN ADMINISTRATOR IN ALL CASES
RETAINS THE ABSOLUTE RIGHT AND DISCRETION TO DETERMINE WHETHER AN EMPLOYEE
WILL BE OFFERED SEVERANCE BENEFITS AND THE TERMS AND AMOUNT OF THE SEVERANCE
BENEFITS, IF ANY. THE PLAN ADMINISTRATOR MAY, IN SOME OR ALL INSTANCES, IMPOSE
OTHER LIMITATIONS UPON RECEIPT OF A SEVERANCE BENEFIT HEREUNDER. THIS IS AN
EXPRESS TERM AND CONDITION OF THE 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 be eligible to receive a Severance Benefit. In 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 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 

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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 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, 

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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 the 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.

(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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