Exhibit 10.2

Pathmark Stores, Inc.

November 20, 2002

Ms. Eileen
Scott
c/o Pathmark Stores, Inc.
200 Milik Street
Carteret, New Jersey 07008

Amended and Restated Employment Agreement

Dear
Ms. Scott:

The
following sets forth the amended and restated terms and conditions of the agreement between Pathmark Stores, Inc. (the
"Company") and you regarding your employment as an officer and employee of the Company and your service as a director of the Company during the Term
(the "Agreement"). The parties hereto acknowledge and agree that this Agreement is intended to amend, restate and supersede in its entirety the
employment agreement signed by you on March 1, 1999, as amended April 15, 1999, and as amended further by the Side Letter to the Sale and Retention Bonus Agreement, the Employment
Agreement and Certain Additional Understanding, dated July 1, 2000 (collectively, the "Prior Agreements").

1.Term of Employment Under the Agreement.The term of this Agreement (the
"Term") shall commence on October 16, 2002 (the "Effective Date") and shall continue until the
second anniversary of the Effective Date;provided, however,that, commencing on October 16, 2003 and on each successive
October 16th thereafter (each a "Renewal Date"), the Term shall automatically extend for one additional year, unless at least
thirty days prior to the next Renewal Date the Company has delivered to you or you have delivered to the Company written notice of the desire not to extend the Term. For purposes of this Agreement,
"Fiscal Year" means the Company's fiscal year. Subject to the provisions of Section 4 below, either party may terminate your employment under
this Agreement at any time.

2.Employment During the Term.    During the Term, you shall be employed as Chief Executive Officer of the Company
and shall report directly to the Board of Directors of the Company (the "Board"), and your duties and responsibilities to the Company shall be
consistent in all respects with such position. In addition, pursuant to this Agreement, in the sole discretion of the Company and for no additional consideration, you agree to serve as an officer of
any subsidiary or parent corporation of the Company. During the Term, the Company will take all responsible steps to assure that you continue to be elected or appointed to the Board. You shall devote
substantially all of your business time, attention, skills and efforts exclusively to the business of the Company, other thande minimisamounts of time
devoted by you to the management of your personal finances or to engaging in charitable or community services. It shall not be considered a violation of the foregoing for you to continue your service
on any corporate, industry, civic or charitable boards or committees on which you serve on the Effective Date and to serve on any other such boards or committees, with the advance written approval of
the Board. Your principal place of employment shall be the executive offices of the Company, although you understand and agree that you will be required to travel from time to time for business
purposes.

3.Compensation During the Term.



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4.Effect of Termination of Employment.Definitions of terms first used and not otherwise defined in this
Section 4 are set forth in Section 4(g).



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5.Protective Covenants.



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6.Successors; Binding Agreement.



7.Notice.For the purpose of this Agreement, notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, sent by telecopier or mailed by United States registered mail, return receipt requested, postage
prepaid, addressed to Corporate Secretary, Pathmark Stores, Inc., 200 Milik Street, Carteret, New Jersey 07008, telecopier: (732) 499-3460, with a copy to the General Counsel
of the Company, or to you at the address set forth on the first page of this Agreement or to such other address as either party may have furnished to the other in writing in accordance herewith,
except that notice of change of address shall be effective only upon receipt.

8.Reduction of Payments if Reduction Would Result in Greater After-Tax Amount.Notwithstanding
anything herein to the contrary, if the payment of the Severance Amount and any other payments made to you in connection with this Agreement or otherwise (together, the
"Payments") constitute a "parachute payment or payments" (as defined in Section 280G(b)(2) of the
Internal Revenue Code of 1986, as amended (the "Code")), and the net after-tax amount of the parachute payment or payments payable to you is
less than the net after-tax amount if the aggregate Payments to be made to you were three times your "base amount" (as defined in
Section 280G(b)(3) of the Code), less $1.00, then the aggregate of the amounts of parachute payment or payments payable to you (as determined in accordance with Section 280G of the Code
and the regulations) shall be reduced to an amount that will equal three times your base amount, less $1.00.

9.Miscellaneous.



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If
this letter sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter, which will then constitute our agreement on
this subject.

|                                                 |  |        |  | Sincerely,           
|------------------------------------------------ |  | ------ |  | ---------------------
|                                                 |  |        |  | PATHMARK STORES, INC.
|                                                 |  | By:    |  | /s/ MARC A. STRASSLER
|                                                 |  | Name:  |  | Marc A. Strassler    
|                                                 |  | Title: |  | Senior Vice President
|Agreed to as of this 20th day of November, 2002.
|/s/ EILEEN SCOTTEileen Scott                    

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