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                                                                   Exhibit 10.2c

                                                                  EXECUTION COPY


                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT


            This Amended and Restated Employment Agreement ("AGREEMENT") is
entered into as of this 31st day of January, 2000, by and between The Penn
Traffic Company (the "COMPANY") and Joseph V. Fisher ("EXECUTIVE").

            WHEREAS, Executive entered into an Employment Agreement (the
"Employment AGREEMENT") with the Company on October 30, 1998;

            WHEREAS, as part of the Company's reorganization, which was
completed on June 29, 1999, Executive and the Company entered into an Amendment
to Employment Agreement on June 29, 1999 ("AMENDMENT NO. 1");

            WHEREAS, Executive and the Company entered into Amendment No. 2 to
Employment Agreement on December 2, 1999 ("AMENDMENT NO. 2", and together with
the Employment Agreement and Amendment No. 1, the "AMENDED AGREEMENT"); and

            WHEREAS, Executive and the Company desire to further amend the
Amended Agreement and, for clarity, to amend and restate it in its entirety.

            NOW, THEREFORE, the parties hereby amend and restate the Employment
Agreement as follows:

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            1.    Employment.

                  (a) The Company hereby agrees that Executive shall, during the
Term (as defined), continue to act as President and Chief Executive Officer of
the Company.

                  (b) Executive hereby accepts his continued employment as the
President and Chief Executive Officer of the Company and agrees to continue to
provide to the Company his full-time services as President and Chief Executive
Officer of the Company, performing such duties as shall reasonably be required
of a President and Chief Executive Officer and otherwise on the terms and
subject to the conditions set forth in this Agreement. In such capacity,
Executive will report to, and serve under the direction of, the Board of
Directors of the Company (the "BOARD"). Throughout the Term (as hereinafter
defined), Executive shall devote his full working time and energy exclusively to
performing the services and duties of his employment hereunder to the best of
his ability and utilizing all of his skills, experience and knowledge. In
addition, Executive shall be a member of the Board. Other than services to be
rendered in connection with charitable activities and trade association
activities which do not interfere with Executive's day-to-day responsibilities
to the Company, without limiting the generality of Paragraph 6, Executive shall
not, directly or indirectly, engage in or participate in the operation or
management of, or render any services to, any other business, enterprise or
individual.

            2. Term. Executive's term of employment became effective on November
23, 1998 under the Employment Agreement (the "EFFECTIVE DATE") and will

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continue under this Agreement until the earlier of (i) January 31, 2002, (ii)
the date that Executive or the Company terminates his employment pursuant to
Paragraph 7, 8 or 9 or (iii) the occurrence of a Section 12 Change of Control
(as hereinafter defined) (the "TERM").

            3. Location of Employment. Executive shall render services primarily
at the Company's offices that are located in Syracuse, New York. Notwithstanding
the foregoing, Executive acknowledges and agrees that Executive's duties
hereunder will include travel outside the Syracuse, New York area, including
frequent travel to such geographic locations where the Company owns or operates
supermarkets or retail grocery stores, as well as other locations within and
outside the United States, to attend meetings and other functions as the
performance of Executive's duties hereunder may require.

            4.    Compensation.

                  (a) Base Salary. The Company shall increase Executive's base
salary as of the date of this Agreement to $1,000,000 per annum ("BASE SALARY")
for the period commencing on the date hereof and ending on the date this
Agreement is terminated in accordance with Paragraph 2. Executive's Base Salary
will be reviewed periodically by the Board and may be increased (but not
decreased) at such times if the Board, in its sole discretion, determines that
an increase is warranted. The Base Salary shall be paid in accordance with the
Company's standard payroll practices and will be subject to withholding and
other applicable taxes.

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                  (b) Discretionary Bonus. The Executive may receive, at the
sole discretion of the Board, a cash bonus (the "BONUS") as the Board shall
determine. The Board is not obligated to pay any Bonuses at any time to the
Executive. Notwithstanding the foregoing, the Company shall pay Executive on the
date hereof $250,000 in respect of the Bonus Executive is entitled to receive
for the fiscal year ending January 29, 2000. Such payment shall be made by wire
transfer to an account designated by Executive on the date hereof.

                  (c) Loan. The Company, on the Effective Date, provided the
Executive with a loan in the amount of $1,000,000 (the "LOAN"). The Loan is
evidenced by a non-negotiable full recourse 6% promissory note (the "NOTE") in
the form attached hereto as Exhibit A. As of the date hereof, the Loan and the
Note (and all interest accrued thereunder) are forgiven in their entirety, and
the Company shall have no claim whatsoever in relation to, and releases
Executive entirely from any payments or other obligations under, the Note and in
respect of the Loan (inclusive of accrued interest) and the Note shall be
returned to Executive marked "paid in full" promptly after the date hereof.
Executive shall be solely responsible for the payment of any taxes in connection
with forgiving such Loan.

                  (d) Options. Subject to the terms of the Company's 1999 Equity
Incentive Plan (the "EQUITY PLAN"), Executive was granted as of June 29, 1999,
fully-vested options to purchase 280,000 shares of the Common Stock, $.01 par
value per share (the "COMMON STOCK"), of the Company with an exercise price
equal to $18.30 per share. Such options are fully vested and generally must be
exercised on or

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before the tenth anniversary of the Effective Date. In addition, Executive was
granted as of September 22, 1999 options to purchase 140,000 shares of the
Common Stock with an exercise price equal to $8.75 per share. Such options shall
vest 20% as of September 22, 1999, and 20% on each of the four anniversaries
thereof. Such options generally must be exercised on or before the tenth
anniversary of such date. A copy of the Award Agreement for such options is
attached hereto as EXHIBIT B. To the extent permitted by the Internal Revenue
Code ("IRC"), such options qualify as incentive stock options under the IRC.

            5.    Fringe Benefits.

                  (a) Executive shall, from and after the Effective Date, have
the right to participate in the Company's medical, dental, disability, life and
other insurance plans maintained during the Term by the Company for executives
of the stature and rank of Executive, and any other plans and benefits, if any,
generally maintained by the Company for executives of the stature and rank of
Executive during the Term, in each case in accordance with the terms and
conditions of such plan as from time-to-time in effect (collectively referred to
herein as "FRINGE BENEFITS").

                  (b) Subject to the requirements of Executive's office,
Executive shall be entitled to four weeks annual vacation to be taken in
accordance with the vacation policy of the Company.

                  (c) The Company will, upon being provided with reasonable
supporting documentation thereof, promptly reimburse Executive for (i) actual,
ordinary and necessary travel and accommodation cost, entertainment and other

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business expenses incurred as a necessary part of discharging Executive's duties
hereunder, including, without limitation, allowance for one-time initiation fees
and annual dues for a membership in a country club of Executive's choice and
(ii) all legal fees and expenses incurred in connection with the negotiation of
this Agreement in the amount of $35,000.

            6.    No Competition; Confidentiality.

                  (a) Executive agrees that while this Agreement is in effect
and for a period of 12 months (with respect to the matters referred to in clause
(i) below) and 18 months (with respect to the matters referred to in clauses
(ii) and (iii) below) after the termination of this Agreement pursuant to
Paragraph 2 (the "TERMINATION DATE"), the Executive will not without the prior
written consent of the Company, as principal, agent, employee, employer,
consultant, stockholder (other than as the holder of shares of capital stock of
the Company or of not more than 2% of the shares of any other corporation),
director or co-partner, or in any other individual or representative capacity
whatsoever, directly or indirectly:

                        (i) engage in any way in any wholesale and/or retail
food business which operates in any state in the United States in which the
Company operates during the Term;

                        (ii) induce or attempt to induce any person who is in
the employ of the Company or any subsidiary thereof to leave the employ of the
Company or such subsidiary, or employ or attempt to employ any such person or
any person who

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at any time during the preceding twelve (12) months was in the employ of the
Company or any subsidiary thereof; or

                        (iii) induce or attempt to induce or assist any other
person, firm or corporation to do any of the actions referred to in (i) or (ii)
above (provided, that this Paragraph 6 shall not be interpreted so as to
prohibit the Executive from providing references for employees of the Company or
its subsidiaries or affiliates who have been solicited by an employee or
prospective employer without violation of (ii) above).

            Notwithstanding the foregoing, the provisions of this Section 6(a)
shall not apply if this Agreement is terminated by the Executive for Good
Reason.

                  (b) Executive agrees that while this Agreement is in effect
and for a period of three years following the Termination Date, he will not at
any time from and after the date hereof, divulge, furnish or make accessible to
any person, or himself make use of other than for the sole benefit of the
Company, any confidential or proprietary information of the Company obtained by
him while in the employ of the Company other than in connection with his
employment with the Company as provided hereunder, including, without
limitation, information with respect to any products, services, improvements,
formulas, designs, styles, processes, research, analyses, suppliers, customers,
methods of distribution or manufacture, contract terms and conditions, pricing,
financial condition, organization, personnel, business activities, budgets,
plans, objectives or strategies of the Company or its proprietary products or of
any subsidiary or affiliate of the Company and that he will, prior to or upon
the termination of his employment with the Company, return to the Company all
such confidential or non-public information, whether in written or other
physical form or stored electronically on computer disks or tapes or any other
storage medium, and all

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copies thereof, in his possession or custody or under his control; PROVIDED,
HOWEVER, that (x) the restrictions of this paragraph shall not apply to publicly
available information or information known generally to the public (without any
action on the part of the Executive prohibited by the restrictions of this
Paragraph), and (y) the Executive may disclose such information as may be
required pursuant to any subpoena or other lawful process issued pursuant to any
applicable law, rule or regulation.

            Notwithstanding the foregoing, in the event that Executive receives
a subpoena or other process or order which may require him to disclose any
confidential information, the Executive agrees (i) to notify the Company
promptly of the existence, terms and circumstances surrounding such process or
order, and (ii) to cooperate with the Company, at the Company's request and at
its expense, including, but not limited to, attorneys' fees and expenses, in
taking legally available steps to resist or narrow such process or order and to
obtain an order (or other reliable assurance reasonably satisfactory to the
Company) that confidential treatment will be given to such information as is
required to be disclosed.

                  (c) In view of the services which the Executive will perform
for the Company and its subsidiaries and affiliates, which are special, unique,
extraordinary and intellectual in character and will place him in a position of
confidence and trust with the customers and employees of the Company and its
subsidiaries and affiliates and will provide him with access to confidential
financial information, trade secrets, "know-how" and other confidential and
proprietary information of the Company and its subsidiaries and affiliates, and
recognizing the substantial sums paid and to be paid to the Executive pursuant
to the terms hereof, the Executive expressly acknowledges that the restrictive
covenants set forth in this Paragraph 6 are necessary in order to protect and
maintain the proprietary interests and other legitimate business

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interests of the Company and its subsidiaries and affiliates and that the
enforcement of such restrictive covenants will not prevent Executive from
earning a livelihood. The Executive acknowledges that the remedy at law for any
breach or threatened breach of this Paragraph 6 will be inadequate and,
accordingly, that the Company shall, in addition to all other available remedies
(including, without limitation, seeking damages sustained by reason of such
breach), be entitled to specific performance or injunctive relief without being
required to post bond or other security and without having to prove the
inadequacy of the available remedies at law.

            7. Grounds for Termination by Company. The Company may terminate
this Agreement and Executive's employment hereunder for "Cause". "Cause" shall
mean the termination of Executive because of (i) his willful and continued
failure (other than by reason of incapacity due to physical or mental illness)
to perform the material duties of his employment after notice from the Company
of such failure and his inability or unwillingness to correct such failure
(prospectively) within 30 days following such notice, (ii) his conviction of a
felony or plea of no contest to a felony or (iii) perpetration by Executive of a
material dishonest act of fraud against the Company or any subsidiary thereof;
PROVIDED, HOWEVER, that, before the Company may terminate the Executive for
Cause, the Board shall deliver to him a written notice of the Company's intent
to terminate him for Cause, including the reasons for such termination, and the
Company must provide him an opportunity to meet once with the Board prior to
such termination.

            8. Grounds for Termination by Executive. Executive may terminate
this Agreement and his employment hereunder for Good Reason (as

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hereinafter defined) by written notice to the Company setting forth the grounds
for termination with specificity. "Good Reason" shall mean (a) the failure to
elect or appoint the Executive as President and Chief Executive Officer and to
continue to elect or appoint Executive to the Board of Directors of the Company
or (b) the failure by the Company to pay any compensation or other amount due to
the Executive under this Agreement, which failure is not remedied within ten
(10) business days after written notice thereof is delivered to the Company by
Executive. Any termination for Good Reason shall be effective as of the business
day immediately following the date upon which the Company was required to (but
did not) remedy such failure.

            9.    Termination For Death or Disability.

                  (a) If during the Term, Executive should die, Executive's
employment shall be deemed to have terminated as of the date of death.

                  (b) If during the Term, Executive should suffer a disability
which, in fact, prevents Executive from substantially performing his duties
hereunder for a period of 180 consecutive days or 230 or more days in the
aggregate, in any period of 12 consecutive months, then and in any such event
the Company may terminate Executive's services hereunder by a written notice to
Executive setting forth the grounds for such termination with specificity, which
termination will take effect 30 days after such notice is given. Executive may
only be terminated for disability if the Company's termination notice is given
within 60 days following the end of the aforementioned 180- or 230-day period,
whichever the Company relies upon. The existence of Executive's disability for
the purposes of this Agreement shall be

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determined by a physician mutually selected by the Company and Executive, and
Executive agrees to submit to an examination by such physician for purposes of
such determination.

            10. Designation of Beneficiary or Beneficiaries. As to any payment
to be made under this Agreement to a beneficiary designated by Executive, it is
agreed that Executive shall designate such beneficiary (or beneficiaries) or
change his designation of such beneficiary (or beneficiaries) from time-to-time
by written notice to the Company. In the event Executive fails to designate a
beneficiary (or beneficiaries) as herein provided, any payments which are to be
made to Executive's designated beneficiary (or beneficiaries) under this
Agreement shall be made to Executive's widow, if any, during her lifetime,
thereafter to his issue, if any, including legally adopted children, and then to
Executive's personal representative.

            11. Effect of Company's Termination Other Than Under Paragraph 7 or
9 OR EFFECT OF EXECUTIVE'S TERMINATION UNDER PARAGRAPH 8. If (i) the Company
terminates Executive's employment under this Agreement for any reason other than
Cause, or other than due to his death or disability or (ii) Executive terminates
Executive's employment under this Agreement for Good Reason, then:

                  (a) The Company shall continue to pay to Executive his Base
Salary then in effect (in the manner in which Base Salary payments have
theretofore been paid) for a period equal to the number of months remaining from
the effective date of termination until January 31, 2002; PROVIDED, that if such
termination occurs between January 31, 2001 and January 31, 2002, such Base
Salary payments shall

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continue for 12 months from the date of termination. In addition, if a Section
12 Change of Control (as defined below) occurs prior to the Determination Date
(as defined below) but following such termination, then in the case of and
notwithstanding (i) the termination of this Agreement by the Company for any
reason other than Cause or (ii) the termination of this Agreement by the
Executive for Good Reason, the Company shall make the Change of Control Payment
as provided in Section 12 on the dates provided in such Section, LESS the amount
of Base Salary to be paid by the Company to Executive pursuant to this Section
11(a) with respect to any period following the date the Change of Control
Payment is made until the end of the Term.

                  (b) The Company shall continue to provide to the Executive the
benefits described in Paragraph 5(a) hereof for a period of 12 months from the
date of termination. If during Executive's employment hereunder a Change of
Control (as defined) (other than a Section 12 Change of Control) occurs, and
following such Change of Control, Executive resigns from his position with the
Company or, is terminated from employment with the Company within six months
from the date of such Change of Control, Executive shall be entitled to enter
into a consulting agreement with the Company providing for the Executive to
receive a lump sum payment in an amount equal to 24 months of Base Salary. For
purposes of this Agreement, "Change of Control" shall mean the occurrence of any
event where (i) any "person" (as such term is used in Sections 13(d) and 14(d)
of the Exchange Act) is or becomes the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person
shall be deemed to have "beneficial ownership" of all

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shares that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of 50% or more of the outstanding shares of common stock of the
Company or securities representing 50% or more of the combined voting power of
the Company's voting stock, (ii) the Company consolidates with or merges into
another person or conveys, transfers, sells or leases all or substantially all
of its assets to any person, or any person consolidates with or merges into the
Company, in either event pursuant to a transaction in which the outstanding
voting stock of the Company is changed into or exchanged for cash, securities or
other property, other than any such transaction between the Company and its
wholly owned subsidiaries (which wholly owned subsidiaries are United States
corporations), with the effect that any "person" becomes the "beneficial owner,"
directly or indirectly, of 50% or more of the outstanding shares of common stock
of the Company or securities representing 50% or more of the combined voting
power of the Company's voting stock or (iii) during any consecutive two-year
period, individuals who at the beginning of such period constituted the Board
(together with any new directors whose election by the Board, or whose
nomination for election by the Company's stockholders, was approved by a vote of
at least a majority of the directors then still in office who were either
directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the directors then in office.

            12. Effect of Specified Change of Control Events. (a) If at any time
prior to the "Determination Date" (as defined below) the Company shall have
entered

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into a definitive agreement in respect of a "Section 12 Change of Control" (as
defined below) or a Section 12 Change of Control shall have occurred, then
Executive shall (assuming Executive has not voluntarily terminated this
Agreement for other than Good Reason or the Company has terminated this
Agreement for Cause, in either case prior to consummation) be entitled to
receive the "Change of Control Payment" (as defined below) on the date of the
occurrence or consummation of a Section 12 Change of Control irrespective of
whether the Term has expired or would have expired but for his termination
without Cause or for Good Reason in accordance with Section 2(i) hereof prior to
such date. If a Change of Control Payment is made to Executive, Executive shall
not be entitled to the payments described in Section 11(b) above. Upon
Executive's receipt of the Change of Control Payment in full (subject to offset
as set forth in Section 11(a)), this Agreement shall be terminated automatically
and Executive shall no longer be entitled to any further payments described
herein except for reimbursement of expenses contemplated by Section 5(c).

            For purposes of this Agreement, the following terms shall have the
following meanings:

                        (i) "Determination Date" shall mean the later of (x)
March 31, 2001 or (y) the date set forth in any engagement or similar agreement
entered into between the Company and an investment bank retained for purposes of
advising the Company in connection with any transaction that would constitute a
Change of Control for payment by the Company of a success or so-called "tail"
fee for any such transaction.

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                        (ii) "Section 12 Change of Control" shall have the same
meaning as clauses (i) and (ii) of the definition of "Change of Control" in
Section 11(b) above and shall also include an event that results in Byron
Allumbaugh, Kevin Collins, Thomas Harberts, Gabriel Nechamkin, Lief Rosenblatt,
Mark Sonnino and Peter Zurkow who, as of June 29, 1999, constituted the
independent directors of the Board, ceasing to constitute a majority of the
independent directors then in office.

                        (iii) "Change of Control Payment" shall mean an amount
equal to the greater of (I) Base Salary for the remainder of the Term (but not
less than one-year's Base Salary) and (II) $4,900,000, MINUS the SUM of (A) the
"in-the-money" value on the date of the occurrence of a Section 12 Change of
Control of the options granted to Executive on June 29, 1999 under Section 4(d)
hereof (I.E., 280,000 options MULTIPLIED by the DIFFERENCE between the (1)
closing price of the Common Stock on the Nasdaq National Market on the last
trading date immediately prior to the date of the occurrence of a Section 12
Change of Control (or if the transaction which triggers the Section 12 Change of
Control is a cash tender offer, the cash tender offer per share price) AND (2)
$18.30) PLUS (B) the "in-the-money" value on the date of the occurrence of a
Section 12 Change of Control of Executive's options granted on September 22,
1999 under Section 4(d) hereof that are vested and exercisable (I.E., up to
140,000 options MULTIPLIED by the DIFFERENCE between (1) the closing price of
the Common Stock on the Nasdaq National Market on the last trading date
immediately prior to the date of the occurrence of a Section 12 Change of
Control (or if the transaction which triggers

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the Section 11(c) Change of Control is a cash tender offer, the cash tender
offer per share price) AND (2) $8.75).

                  (b) GROSS-UP PAYMENT. In the event it shall be determined that
any payment or distribution of any type to or for the benefit of the Executive,
by the Company, any of its affiliates, any Person who acquires ownership or
effective control of the Company or ownership of a substantial portion of the
Company's assets (within the meaning of IRC ss. 280G and the regulations
thereunder) or any affiliate of such Person, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement or
otherwise (the "TOTAL PAYMENTS"), would be subject to the excise tax imposed by
Section 4999 of the Internal Revenue Code of 1986, as amended (the "CODE"), or
any interest or penalties with respect to such excise tax (such excise tax,
together with any such interest and penalties, are collectively referred to as
the "EXCISE TAX"), then the Executive shall be entitled to receive an additional
payment (a "GROSS-UP PAYMENT") in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, the
Executive retains an amount of the Gross-Up Payment equal to the Excise Tax
imposed upon the Total Payments.

            13. EFFECT OF COMPANY'S TERMINATION FOR CAUSE, EXECUTIVE'S
Termination WITHOUT GOOD REASON, TERMINATION UPON DEATH OR DISABILITY. If the
Company terminates Executive's employment under this Agreement for Cause or
Executive terminates his employment under this Agreement other than for

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Good Reason, or if Executive's employment is terminated due to his death or
disability, then the Company shall continue to pay Executive (or his designated
beneficiary) his Base Salary through the effective date of termination.

            14. EXECUTIVE'S REPRESENTATIONS AND WARRANTIES. Executive represents
and warrants to the Company as follows:

                  (a) Executive has the unfettered right to enter into this
Agreement on the terms and subject to the conditions hereof, and Executive has
not done or permitted to be done anything which may curtail or impair any of the
rights granted to the Company herein.

                  (b) Neither the execution and delivery of this Agreement by
Executive nor the performance by Executive of any of Executive's obligations
hereunder constitute or will constitute a violation or breach of, or a default
under, any agreement, arrangement or understanding, or any other restriction of
any kind, to which Executive is a party or by which Executive is bound.

            15. INDEMNIFICATION, ETC. The Company agrees to hold harmless and
promptly indemnify Executive to the fullest extent permitted by law against all
damages and/or losses which Executive may suffer as a result of Executive's
services as, and/or for activities engaged in by Executive while Executive is,
an officer and/or employee and/or member of the Board of Directors of the
Company or any affiliate thereof, including either paying or reimbursing
Executive, promptly after request, for any reasonable and documented expenses
and all attorneys' fees and costs actually incurred by Executive in connection
with defending, or himself instituting and/or

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maintaining, any claim, action, suit or proceeding arising from circumstances to
which the Company's above indemnification relates; PROVIDED, HOWEVER, that no
such indemnification shall be paid for damages or losses incurred by Executive
that result from actions by Executive that Delaware law explicitly prohibits an
employer from indemnifying its directors or employees against, including,
without limitation, to the extent any such damages or losses arise through the
gross negligence, bad faith or misconduct of Executive or the breach by
Executive of any of Executive's obligations under or representations and
warranties made pursuant to this Agreement. This indemnity shall survive the
termination of this Agreement. The Company represents and warrants that it has
$30 million of director's and officer's insurance available on the date hereof
and that it will use its reasonable commercial efforts to maintain such policy
throughout the Term. The Company has obtained "tail" coverage under its existing
director's and officer's policy covering its current directors and officers for
any claims brought against them, which coverage extends for a period of not less
than six (6) years from June 29, 1999.

            16. Notices. Any notice, consent, termination or other communication
under this Agreement shall be in writing and shall be considered given on the
date when hand delivered or, if sent by registered or certified mail, on the
fifth day after such notice is mailed or, if sent by overnight courier
guaranteeing overnight delivery, on the day after such notice is so sent, in
each case to the parties at the following addresses (or at such other address as
a party may specify by notice in accordance with the provisions hereof to the
other):

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                        If to Executive, to Executive at:

                        Mr. Joseph V. Fisher
                        7654 Linkside Drive
                        Manlius, New York 13104


                        If to the Company:

                        The Penn Traffic Company
                        1200 State Fair Boulevard
                        Syracuse, New York 13221
                        Attn: Francis D. Price, General Counsel

            17. Complete Agreement and Modification. This Agreement contains a
complete statement of all the arrangements between the parties with respect to
Executive's employment by the Company, supersedes all existing agreements or
arrangements between them concerning Executive's employment (including the
Amended Agreement), and can only be amended or modified by a written instrument
signed by the Company and Executive.

            18. Severability Provisions. If any provision of this Agreement is
declared invalid, illegal or incapable of being enforced by any court of
competent jurisdiction, all of the remaining provisions of this Agreement shall
nevertheless continue in full force and effect and no provisions shall be deemed
dependent upon any other provision unless expressly set forth herein.

            19. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
entered into and performed entirely within such State.

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            20. Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement shall not be considered a waiver or deprive that
party of the right thereafter to insist upon strict adherence to that term or
any other term of this Agreement.

            21. Heading. The headings in this Agreement are solely for the
convenience of reference and shall not affect its interpretation.

            22. Withholding. Any amount payable under this Agreement shall be
reduced by any amount that the Company is obligated by law or regulation to
withhold in respect of any such payment.

            23. Heirs, Successors and Assigns. This Agreement will inure to the
benefit of, and be enforceable by, Executive's heirs and the Company's
successors and assigns. The Company shall have the right to assign this
Agreement or any part hereof or any rights hereunder to any
successor-in-interest to the Company and to any affiliate of the Company;
PROVIDED, HOWEVER, that in the event of any such assignment the assignee shall
expressly agree in writing to assume all of the Company's obligations under this
Agreement, and Company shall remain secondarily liable to Executive for the
performance of all such obligations.

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            WHEREFORE, the parties hereto have executed this Agreement as of the
day and year first above written.

THE PENN TRAFFIC COMPANY


By:_________________________        _____________________________
   Name:                                  Joseph V. Fisher
   Title: