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                                    The Penn Traffic Company
                                           
                                           
                                           
                                           
                                Supplemental Retirement Income Plan
                                           












July 1, 1996
 


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                        TABLE OF CONTENTS

                                                               Page
                                                               ----

Article I. ......................................................1

    1.1  Establishment...........................................1

    1.2  Purpose.................................................1

    1.3  Effective Date..........................................1

Article II.......................................................1

    2.1  Definitions.............................................1

    2.2  Other Defined Terms.....................................3

    2.3  Gender and Number.......................................3

Article III......................................................3

    3.1  Vesting Schedule........................................3

Article IV.......................................................3

    4.1  Amount..................................................3

    4.2  Form of Benefit.........................................5

    4.3  Payment of Normal Retirement Benefit....................5

    4.4  Termination Prior to Normal Retirement..................6

Article V........................................................7


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    5.1  Written Request.........................................7

    5.2  Notice of Denial........................................7

    5.3  Content of Notice.......................................8

    5.4  Review Procedures.......................................8

    5.5  Decision on Review......................................8

Article VI.......................................................9

    6.1  Administration..........................................9

    6.2  Funding.................................................9

    6.3  No Employment Contract..................................9

    6.4  Spendthrift Provision...................................9

    6.5  Binding Effect..........................................9

    6.6  Applicable Law.........................................10

    6.7  Administrative Discretion..............................10

    6.8  Withholding............................................10

    6.9  Severability...........................................10

    6.10 Amendment and Termination..............................10

    6.11 Titles and Headings Not to Control.....................11

    6.12 Small Benefits.........................................11

    Exhibit A -- Plan Participants..............................

    Exhibit B -- Beneficiary Designations.......................13



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                              THE PENN TRAFFIC COMPANY
                       SUPPLEMENTAL RETIREMENT INCOME PLAN

                                   Article I.
            Establishment, Purpose and Effective Date of Plan

1.1            Establishment.  The Penn Traffic Company, a Delaware
               corporation, hereby establishes a supplemental executive
               retirement program, which shall be known as The Penn Traffic
               Company Supplemental Retirement Income Plan ("Plan").

1.2            Purpose.  The purpose of the Plan is to provide to the
               Executives named in Exhibit "A," as amended from time to time,
               supplemental retirement income in excess of the retirement
               benefits otherwise provided to employees under the Company's
               Qualified Retirement Plans.  Payment of the retirement
               benefits under this Plan shall be made from the general assets
               of Company, or by such other method as is consistent with
               Section 6.2 of this Plan and which is agreed to by the
               Executives and the Company.

1.3            Effective Date.  The Plan shall be effective as of July 1,
               1996.
                               Article II.
                               Definitions

2.1            Definitions.  Whenever used herein, the following terms shall
               have their respective meanings set forth below:

               (A)  "Actuarial Equivalent" means a benefit payable in a
                    different form, but having the same value when computed
                    using the mortality and interest rate assumptions set
                    forth in Attachment A to the Corporate Plan for
                    determining distributions other than lump sums.

               (B)  "Average Annual Compensation" means the annual amount
                    determined by averaging an Executive's annual
                    Compensation for the five (5) consecutive Years of
                    Service that produce the highest average.

               (C)  "Beneficiary" means the person(s) properly designated to
                    receive, under provisions of the Plan, benefits payable
                    in the event of the Executive's death.

               (D)  "Board" means the Board of Directors of The Penn Traffic
                    Company.

               (E)  "Code" means the Internal Revenue Code of 1986, as
                    amended from time to time, and any regulations relating
                    thereto.

               (F)  "Committee" means the Personnel and Compensation
                    Committee of the Board.

               (G)  "Company" means The Penn Traffic Company and all
                    Subsidiaries, with the following exception.  The Penn
                    Traffic Company shall retain full authority to
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                    administer, amend and terminate the Plan without the
                    consent of any Subsidiary.  Therefore, in applying all
                    Plan provisions that relate to these functions and
                    responsibilities, as opposed to substantive benefit
                    provisions, the term "Company" shall be read to refer
                    only to The Penn Traffic Company.  In this regard, the
                    term "Board" refers specifically to the Board of
                    Directors of The Penn Traffic Company, as stated in
                    Section 2.1(D).

               (H)  "Compensation" means the total income paid to the
                    Executive by the Company as reported on Form W-2, plus
                    any amounts of income deferred under a qualified or
                    non-qualified deferred compensation plan and including
                    bonuses.  Compensation shall not include any
                    contributions to a plan of nontaxable fringe benefits,
                    employer matching contributions to a qualified or
                    non-qualified deferred compensation plan, contributions
                    to or payments from a pension, profit-sharing or similar
                    plan, and moving expenses.  For purposes of this Plan,
                    Compensation shall not be limited by Section 401(a)(17)
                    of the Code.

                    If an Executive is credited with Years of Service during
                    an absence, in accordance with the provisions of Section
                    2. 1 (S), the Executive's Compensation during that
                    absence shall be assumed to be equal to the Compensation
                    that would have been credited if the Executive had
                    remained employed at the rate of Compensation that was in
                    effect when the absence began.

               (I)  "Corporate Plan" means The Penn Traffic Corporate/P & C
                    Foods Pension Plan.

               (J)  "Executive" means those select management and/or highly
                    compensated employees designated from time to time by the
                    Committee to participate in the Plan as named in Exhibit
                    "A," which is attached to this Plan.

               (K)  "Normal Retirement" means the termination of the
                    Executive's employment upon attaining age 65 and after
                    having completed five (5) Years of Service.

               (L)  "Normal Retirement Date" means the first day of the month
                    coinciding with or next following the date the Executive
                    attains age 65 and completes five (5) Years of Service.

               (M)  "Plan" means The Penn Traffic Company Supplemental
                    Retirement Income Plan, as amended from time to time.

               (N)  "Plan Year" means the twelve-month period from January I
                    through December 31.

               (0)  "Qualified Retirement Plan" means the Corporate Plan and
                    any other tax-qualified retirement plan maintained by the
                    Company for the benefit of its employees including the
                    Executives.



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               (P)  "Subsidiary" means any corporation or other entity in
                    which The Penn Traffic Company directly or indirectly has
                    at least a 51% ownership interest.

               (Q)  "Supplemental Retirement Benefit" means the benefit
                    payable to the Executive pursuant to Article IV of the
                    Plan by reason of his termination of employment with the
                    Company for any reason other than death.  In the case of
                    the Executive's death, a benefit shall be payable as
                    described in Section 4.4(b).

               (R)  "Surviving Spouse" means a person who is married to the
                    Executive at the date of his death, provided the
                    Executive was married to that person throughout the
                    one-year period ending on the date of death.

               (S)  "Years of Service" means the number of twelve-month
                    periods (and fractions thereof) of time (whether before
                    or after the Effective Date) commencing upon an
                    Executive's employment with the Company, and ending on
                    the Executive's termination of employment with the
                    Company for any reason.  (Since the term "Company" refers
                    to The Penn Traffic Company and Subsidiaries, service
                    with all "Companies" is added to determine total "Years
                    of Service.")

                    Years of Service also shall be credited during absences
                    from work occasioned by temporary illness or accident,
                    Total and Permanent Disability or service with the Armed
                    Forces of the United States, as and to the extent
                    provided in the Corporate Plan.

2.2            Other Defined Terms.  Any capitalized terms that are used in
               the Plan, which are not defined in this Article, shall have
               the meaning stated in the Corporate Plan.

2.3            Gender and Number.  Except when otherwise indicated by the
               context, words in the masculine gender when used in the Plan
               shall include the feminine gender, the singular shall include
               the plural, and the plural shall include the singular.

                               Article III.
                                 Vesting

3.1            Vesting Schedule.  All benefits under this Plan shall be fully
               vested upon the Executive's completion of five (5) Years of
               Service.

                               Article IV.
                     Supplemental Retirement Benefit

4.1            Amount.  In general, the Supplemental Retirement Benefit
               payable to the Executive at his Normal Retirement Date, in the
               form provided in Section 4.2, shall be equal to (a) minus (b):



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                    (a)  a monthly benefit payable as a single life annuity
                         equal to 40% of the Executive's Average Annual
                         Compensation divided by 12, reduced proportionately
                         for Years of Service less than 30.

                    (b)  the sum of the following amounts, if any, payable to
                         the Executive:

                         (i)  the monthly Company-provided normal retirement
                              benefit(s) which the Executive has accrued
                              under any Qualified Retirement Plan that is a
                              defined benefit plan, calculated in accordance
                              with that plan as of his date of termination
                              (no reduction shall be made for any supplements
                              that are paid under the Corporate Plan to an
                              Executive who qualifies for early retirement
                              benefits under the Rule of 85);

                         (ii) the monthly amount that would be payable to the
                              Executive as a single life annuity that is the
                              Actuarial Equivalent of the Executive's
                              "Account balance" under any Qualified
                              Retirement Plan that is a defined contribution
                              plan, determined by employing the assumptions
                              set forth in Section 2. 1 (A).  In making the
                              foregoing calculation, the following rules
                              shall apply, as pertinent:

                              (A)  the term "Account balance" (1) shall not
                                   include amounts attributable to: 
                                   "employee contributions; rollover or
                                   transfer contributions from plans not
                                   maintained by the Company; or elective
                                   deferrals under a cash or deferred
                                   arrangement within the meaning of Code
                                   Section 401(k); but (II) shall include all
                                   other Company contributions, including
                                   matching contributions within the meaning
                                   of Code Section 401(m); and

                              (B)  the Account balance shall be determined as
                                   of the date that the Executive begins to
                                   receive a benefit under this Plan
                                   ("Determination Date"), subject to the
                                   following adjustment.  If the Executive
                                   has received any full or partial
                                   distribution of his Account balance before
                                   the Determination Date (including
                                   in-service withdrawals), the value of the
                                   Executive's Account balance shall be
                                   determined by including the amounts
                                   received and assuming that such amounts
                                   would have earned interest at an annual
                                   rate of 8% from the date received to the
                                   Determination Date; and

                         (iii)the monthly benefits that the Executive would be
                              entitled to receive pursuant to the Federal 
                              Social Security Act ("Social Security Benefits"),
                              as of the Determination Date, if the Executive 
                              timely filed an application, whether or not the 
                              Executive actually 


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                              receives Social Security benefits at that time. 
                              If the Executive is not eligible to receive
                              Social Security Benefits as of the
                              Determination Date, the determination of the
                              Social Security Benefits, and the reduction of
                              the Executive's monthly Supplemental Retirement
                              Benefit by the amount of the Executive's Social
                              Security Benefits, shall be made as of the
                              monthly payment hereunder for the first month
                              for which the Executive would be entitled to
                              begin receiving Social Security Benefits, upon
                              timely filing an application.  However, the
                              reduction for Social Security Benefits
                              described in this subsection (iii) shall not
                              apply when calculating the death benefit under
                              this Plan pursuant to Section 4.4(b).

               The Executive shall provide such financial and other
               information as the Company may reasonably require to determine
               amounts payable under other Qualified Retirement Plans and the
               Federal Social Security Act.

4.2            Form of Benefit.  The Supplemental Retirement Benefit payable
               to the Executive shall be paid in any one of the following
               forms as determined by the Committee, in its sole discretion,
               after non-binding consultation with the Executive:

                    (a)  a single life annuity, payable monthly,

                    (b)  a 50% joint and survivor annuity, payable monthly,

                    (c)  a 100% joint and survivor annuity, payable monthly,
                         or

                    (d)  a single life annuity, payable monthly, with 10
                         years certain.

               Each of the optional forms of benefit under Sections 4.2(b)
               through (d) shall be the Actuarial Equivalent of a single life
               annuity, determined by employing the assumptions set forth in
               Section 2.1(A).

               For the joint and survivor options in Section 4.2(b) and (c)
               above, the Executive shall designate a single Beneficiary
               before the commencement date described in Section 4.3
               ("commencement date").  The designation may be changed up to
               the commencement date, but not thereafter.  Thus, no survivor
               benefits shall be payable if the Beneficiary predeceases the
               Executive after the commencement date.  For the 10-year
               certain option in Section 4.2(d), (i) the Executive may
               designate one or more primary Beneficiaries and one or more
               secondary Beneficiaries; (ii) the designation may be changed
               up to the Executive's date of death; and (iii) if no
               designated Beneficiary survives the Executive, any payments
               due for the 10-year period shall be paid to the Executive's
               estate.  Sample Beneficiary designations are attached at
               Exhibit B.

4.3            Payment of Normal Retirement Benefit.  Once the Executive has
               reached the Executive's Normal Retirement Date, payment of the
               Supplemental Retirement Benefit shall 


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               commence on the first day of the month following the month in
               which termination of employment occurs.  Payment of the
               Supplemental Retirement Benefit shall cease as of the first
               day of the month following the death of the Executive or the
               Executive's Beneficiary, as the case may be, except when paid
               in the form of a single life annuity with 10 years certain and
               the Executive dies prior to the receipt of 120 monthly
               payments, in which case payments shall cease upon payment of
               the 120th monthly payment.

4.4            Termination Prior to Normal Retirement.  In the event the
               Executive terminates employment prior to the Executive's
               Normal Retirement Date, the Executive shall be entitled to be
               paid his Supplemental Retirement Benefit pursuant to this
               Article IV as follows:

                    (a)  Early Retirement.  In the event the Executive has
                         attained at least age fifty-five (55), has ten (10)
                         Vesting Years of Service, and terminates employment
                         for any reason other than death, the Executive shall
                         be entitled to receive his Supplemental Retirement
                         Benefit.  The Supplemental Retirement Benefit shall
                         be determined by:  (i) applying the formula in
                         Section 4.1 as of the date benefits commence ("early
                         retirement date"), including all reductions that
                         then apply under Section 4. 1 (b); and (ii) reducing
                         the resulting amount by one-third of one percent (1
                         /3 %) for each month by which the early retirement
                         date precedes the Executive's sixty-fifth (65th)
                         birthday, with the following exception.  The
                         reduction for age described in clause (ii) shall not
                         apply if the Executive's age plus Years of Service
                         equals or exceeds 85.

                         If the early retirement benefit initially payable to
                         the Executive under the rules in the preceding
                         paragraph does not include a reduction for Social
                         Security Benefits because the Executive is not yet
                         eligible for Social Security Benefits, the early
                         retirement benefit shall be redetermined as of the
                         monthly payment for the first month for which the
                         Executive is eligible to receive Social Security
                         Benefits, as provided in Section 4. 1 (b)(iii).  As
                         of that month, the Executive's early retirement
                         benefit shall be recalculated by subtracting the
                         Social Security Benefits from the amount previously
                         determined under Section 4. 1 (a)(i), and the new
                         resulting amount shall be reduced for age under
                         Section 4. 1 (a)(ii), based on the Executive's age
                         at the early retirement date. (No reduction for age
                         shall be made if the "rule of 85" described in the
                         preceding paragraph applied at the Executive's early
                         retirement date.)

                         In the event the Executive terminates employment
                         before reaching age 55, but has ten (10) Vesting
                         Years of Service, the Executive shall be entitled to
                         receive, upon reaching age 55, the reduced
                         Supplemental Retirement Benefit described in the
                         preceding paragraphs of this Section 4.4(a), except
                         that the foregoing shall not apply to determine an
                         Executive's eligibility for an unreduced early
                         retirement benefit under the "rule of 85".


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                    (b)  Death.  If the Executive dies prior to the
                         commencement of any benefit payments under this Plan
                         and after attaining his "earliest retirement age, "
                         the Executive's Surviving Spouse shall receive the
                         same benefit that would have been payable had the
                         Executive terminated employment the day before the
                         Executive's death and elected a 50% joint and
                         survivor annuity, except that the benefit formula in
                         Section 4.1 shall be applied without any reduction
                         for Social Security Benefits, as stated in Section
                         4. l(b)(iii).  The Executive's "earliest retirement
                         age" is age 55 if the Executive had ten (10) Vesting
                         Years of Service, and age 65 if the Executive had at
                         least five (5) Years of Service, but did not have
                         ten (10) Vesting Years of Service.

                         If the Executive dies prior to the commencement of
                         any benefit payments under this Plan but prior to
                         attaining his earliest retirement age, the
                         Executive's Surviving Spouse shall receive the same
                         benefit that would have been payable, had the
                         Executive terminated employment on the date of his
                         death, survived until Ms earliest retirement age,
                         and then retired on that date, elected a 50% joint
                         and survivor annuity, and then died.  The Surviving
                         Spouse shall begin to receive payments as of the
                         date when the Executive would have reached his
                         earliest retirement age.

                         The foregoing rules regarding the payment of death
                         benefits under the Plan also shall apply if the
                         Executive terminates employment after his Normal
                         Retirement Date, if the Executive dies before the
                         commencement of benefit payments under the Plan.

                    (c)  Before Vesting.  If the Executive terminates his
                         employment with the Company before he has completed
                         5 Years of Service, no benefits shall be payable
                         pursuant to this Plan to such Executive or his
                         Surviving Spouse.

                    (d)  No Survivors.  If the Executive dies prior to the
                         commencement of any benefit payments under this
                         Plan, without being survived by a Surviving Spouse,
                         no benefits shall be payable pursuant to this Plan. 
                         If the Executive dies after the commencement of
                         benefit payments under this Plan, benefits shall
                         continue to the extent called for under the optional
                         form of benefit which had previously commenced.

                                Article V.
                             Claims Procedure

5.1            Written Request.  Any claim for benefits by the Executive or
               his Beneficiaries shall be made in writing to the Committee. 
               In this Article V, the Executive and his Beneficiaries are
               referred to collectively as claimants.

5.2            Notice of Denial.  If the Committee denies a claim in whole or
               in part, it shall send the claimant a written notice of the
               denial within 90 days after the date it receives a claim, 


                                    7


<PAGE>

               unless it needs additional time to make its decision.  In that
               case, the Committee may authorize an extension of up to an
               additional 90 days, if it notifies the claimant of the
               extension within the initial 90-day period.  The extension
               notice shall state the reasons for the extension and the
               expected decision date.

5.3            Content of Notice.  A denial notice shall be written in a
               manner calculated to be understood by the claimant and shall
               contain:

                    (a)  the specific reason or reasons for the denial of the
                         claim;

                    (b)  specific reference to pertinent Plan provisions upon
                         which the denial is based;

                    (c)  a description of any additional material or
                         information necessary to perfect the claim, with an
                         explanation of why the material or information is
                         necessary; and

                    (d)  an explanation of the review procedures provided
                         below.

5.4            Review Procedures.

                    (a)  Within 60 days after the claimant receives a denial
                         notice, the claimant may file a request for review
                         with the Committee.  Any such request must be made
                         in writing.

                    (b)  A claimant who timely requests a review shall have
                         the right to review pertinent documents, to submit
                         additional information or written comments, and to
                         be represented.

5.5            Decision on Review.

                    (a)  The Committee shall send the claimant a written
                         decision on any request for review within 60 days
                         after the date it receives a request for review,
                         unless an extension of time is needed, due to
                         special circumstances.  In that case, the Committee
                         may authorize an extension of up to an additional 60
                         days, provided it notifies the claimant of the
                         extension within the initial 60-day period.

                    (b)  The review decision shall be written in a manner
                         calculated to be understood by the claimant and
                         shall contain:

                         (i)  the specific reason or reasons for the
                              decision; and

                         (ii) specific reference to the pertinent Plan
                              provisions upon which he decision is based.

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                    (c)  If the Committee does not send the claimant a review
                         decision within the applicable time period, the
                         claim shall be deemed denied on review.

                    (d)  The review decision (including a deemed decision)
                         shall be the Committee final decision.

                               Article VI.
                            General Provisions

6.1            Administration.  The Committee shall be responsible for the
               general operation and administration of the Plan and for
               carrying out the provisions hereof.  The Committee shall be
               entitled to rely conclusively upon all tables, valuations
               certificates, opinions and reports furnished by any actuary,
               accountant, controller, counsel or other person employed or
               engaged by the Company with respect to the Plan.

6.2            Funding.  The Board, in its sole discretion, may elect to fund
               the benefits payable under the Plan, through various
               investments.  However, any such investment shall remain the
               property of the Company and be subject to the claims of
               general creditors of the Company.  The Executive shall have
               only the rights of a general unsecured creditor of the Company
               with respect to any rights under this Plan.  The Executive may
               not pledge as collateral any investments purchased to fund
               benefits under the Plan.  Nothing contained in the Plan shall
               constitute a guaranty by the Company or any other entity or
               person that assets of the Company will be sufficient to pay
               any benefit hereunder.  It is the intention of the parties
               that this Plan will be an unfunded deferred compensation plan
               solely for the benefit of management and highly compensated
               employees for tax purposes and for purposes of Title I of the
               Employee Retirement Income Security Act of 1974, as amended
               ("ERISA").

6.3            No Employment Contract.  Nothing contained in this Plan shall
               be construed as a contract of employment between the Company
               and the Executive or as a right of the Executive to be
               continued in the employment of the Company or as a limitation
               on the right of the Company to discharge the Executive at any
               time with or without cause and without regard to the effect
               that such discharge may have upon the Executive's rights or
               potential rights, if any, under this Plan.

6.4            Spendthrift Provision.  No interest of any person or entity
               in, or right to receive a benefit under, the Plan shall be
               subject in any manner to sale, transfer, assignment, pledge,
               attachment, garnishment, or other alienation or encumbrance of
               any kind; nor may such interest or right to receive a benefit
               be taken, either voluntarily or involuntarily, for the
               satisfaction of the debts of or other obligations or claims
               against, such person or entity, including claims or alimony,
               support, separate maintenance and claims in bankruptcy
               proceedings.

6.5            Binding Effect.  This Plan shall be binding upon and inure to
               the benefit of the Executives, their Surviving Spouses and
               Beneficiaries, the Company and any successor to the Company,
               whether by merger, consolidation, purchase, or otherwise.


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6.6            Applicable Law.  The Plan shall be governed by and construed
               in accordance with the laws of the State of New York, except
               to the extent preempted by ERISA.

6.7            Administrative Discretion.  The Committee shall have the
               exclusive authority and discretion to interpret this Plan, and
               shall have the authority and discretion to construe any
               uncertain or disputed term or provision in this Plan.  The
               Committee's exercise of its discretionary authority to
               construe the terms and provisions of this Plan, and all its
               interpretations and determinations, shall be conclusive and
               binding upon the Company, the Executive and all other persons
               having or claiming an interest under this Plan, shall be
               entitled to deference upon review by any court, agency or
               other entity empowered to review its decisions, and shall not
               be overturned or set aside by any court, agency or other
               entity unless found to be arbitrary, capricious or made in bad
               faith.

6.8            Withholding.  Any payment made pursuant to this Plan shall be
               reduced by federal and state income, FICA or other employee
               payroll, withholding or other similar taxes that the Company
               may be required to withhold.  In addition, as the Supplemental
               Retirement Benefit accrues during the Executive's employment
               with the Company, the Company may withhold from the
               Executive's regular compensation from the Company any FICA or
               other employee payroll, withholding or other similar taxes the
               Company may be required to withhold on the accrual of
               benefits.

6.9            Severability.  If one or more provisions of this Plan, or any
               part thereof, shall be determined by a court of competent
               jurisdiction to be invalid or unenforceable, then the Plan
               shall be administered as if such invalid or unenforceable
               provision had not been contained in the Plan.  The invalidity
               or unenforceability of any Plan provision, or any part
               thereof, shall not effect the validity and enforceability of
               any other Plan provision or any part thereof.

6.10           Amendment and Termination.  The Company intends to maintain
               this Plan until all benefit payments are made pursuant to the
               Plan.  However, the Plan is entirely voluntary on the part of
               the Company, continuation of the Plan is not a contractual
               obligation of the Company, and the Company reserves the right,
               in its sole discretion, to amend, suspend, or terminate the
               Plan at any time or from time to time, in whole or in part. 
               Any such amendment, suspension or termination shall be made
               pursuant to resolutions of the Board.  No amendment,
               suspension, or termination of the Plan shall affect directly
               or indirectly the rights of an Executive who has become vested
               in his Plan benefits prior to the effective date of the
               resolution amending, suspending, or terminating the Plan.
               (However, if the Plan is terminated, an Executive's benefit
               shall be based on Compensation and Years of Service as of the
               termination date.) Further, the Company, in the sole
               discretion of the Board, may pay such Executive, in a lump
               sum, the actuarial equivalent of the benefit provided by the
               Plan in complete satisfaction of its obligations under the
               Plan.  For this purpose, actuarial equivalence shall be
               determined by applying the interest rate and mortality
               assumptions that are used to determine lump sums under the
               Corporate Plan.  Notwithstanding any other provision in the
               Plan to the contrary, the 


                                    10


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               Plan shall terminate automatically upon the final payment of
               all amounts payable hereunder.

6.11           Titles and Headings Not to Control.  The titles to the
               Articles and the headings of Sections in the Plan are placed
               herein for convenience of reference only, and in case of any
               conflict, the text of this instrument, rather that such titles
               or headings, shall control.

6.12           Small Benefits.  If any monthly benefit that shall be payable
               to any person under the Plan shall be less than $400, then, if
               the Committee shall so direct, the aggregate of the amounts
               which shall be payable to such person in any year shall be
               paid in quarterly, semiannual or annual installments.  If the
               present value of the nonforfeitable accrued benefit of any
               Executive who has terminated his employment prior to age 55 is
               less than $3,500, then the Committee may at any time direct
               that the actuarial equivalent of such benefits (determined
               using the assumptions under Section 6. 10 hereof) shall be
               paid to him in a lump sum in lieu of any benefits to which he
               may be entitled under this Plan.

IN WITNESS WHEREOF, the Company has executed this Agreement this
29th of August, 1996.

                                             THE PENN TRAFFIC COMPANY
                                             
                                             
                                             
                                             By: /s/ John T. Dixon
                                                 --------------------
                                                    John T. Dixon
                                                    President

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