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                                                                  Execution Copy

August 3, 2000

Gary M. Philbin

RE:  Retention Bonus Agreement

Dear Gary:

The following sets forth the agreement between you and The Grand Union Company,
a Delaware corporation (the "Company"), regarding the terms of the retention
bonus (the "Retention Bonus") that you may be eligible to receive in accordance
with the terms and conditions set forth below. This letter agreement (the
"Letter Agreement") is in addition to, and not in substitution for, any other
agreements between you and the Company, including without limitation the
employment agreement between you and the Company dated April 13, 2000 (the
"Employment Agreement"), and the Retention Bonus is in addition to, and not in
substitution for, any other pay or benefits to which you are eligible to earn
from the Company. The prior letter agreement between you and the Company
concerning the Retention Bonus dated July 21, 2000 is null and void and is
superceded by this Letter Agreement.

1. Definitions. For purposes of this Letter Agreement, the following capitalized
words that are not otherwise defined in the text of the Letter Agreement shall
have the meanings set forth below:

     "Board" shall mean the Board of Directors of the Company.

     "Cause" shall have the meaning set forth in your Employment Agreement.

     "Change in Control" shall mean the consummation of a Triggering Event.

     "Effective Date" shall mean July 12, 2000, the date on which the
     Compensation Committee of the Board approved the Retention Bonus.

     "Final Payment Date" shall mean the later of (a) July 1, 2001, if a
     Triggering Event does not occur prior to such date, or (b) in the event
     that a Triggering Event occurs prior to July 1, 2001, the latest to occur
     of (i) the date of a Change in Control corresponding to a Triggering Event
     where such Triggering Event has occurred before July 1, 2001, (ii) the date
     that any Triggering Event which occurs before July 1, 2001 is definitively
     canceled or otherwise becomes void or (iii) July 1, 2001.

     "Good Reason" shall have the meaning set forth in your Employment
     Agreement.

     "Involuntary Termination" shall mean (a) the termination of your employment
     by the Company other than for Cause, Death, Disability (as defined in your
     Employment Agreement), or retirement under the Company's Retirement Plan or
     (b) the resignation of your employment by you for Good Reason.

     "Payment Dates" shall mean January 1, 2001, April 1, 2001 and the Final
     Payment Date.

     "Purchaser" shall mean any person or entity that engages in a Change in
     Control transaction.

     A "Triggering Event" shall be deemed to have occurred on the date that any
     of the following shall have occurred:

     (A) the Company enters into a binding agreement with one or more Purchasers
     to directly acquire, in exchange for cash, stock, claims, or property,
     fifty percent or more of the aggregate equity securities of the Company as
     of the Effective Date;

     (B) the Company enters into a binding agreement providing for a merger,
     consolidation, reorganization or other business combination upon
     consummation of which one or more Purchasers would own or control fifty
     percent or more of either (i) the aggregate voting securities of the
     Company, (ii) the aggregate economic interest of the outstanding equity
     securities of the Company or (iii) the aggregate value of the assets of the
     Company;

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     (C) the Company enters into a transaction upon consummation of which one or
     more Purchasers would acquire in exchange for cash, stock, claims or
     property fifty percent or more of either (i) the aggregate equity
     securities of the Company, or (ii) the Company's assets; or

     (D) the Company files a plan of reorganization or motion for relief in a
     case under title 11 of the United States Code for the purpose of
     implementing an agreement or transaction of the type described in any of
     the preceding clauses (A), (B) or (C); provided, however, that a Triggering
     Event shall not include any change of ownership resulting from a public
     offering of any of the securities of the Company pursuant to an effective
     registration statement under the Securities Act of 1933, as amended.

2. Term. The term of this Letter Agreement (the "Term") shall commence on the
Effective Date and shall continue until the Final Payment Date.

3. Retention Bonus. In consideration of, and subject to, your continued
employment with the Company during the period beginning on the Effective Date
and continuing through each Payment Date, the Company will pay you a Retention
Bonus equal to 33%, 33% and 34%, respectively, of the annual rate of your base
salary as in effect on the Effective Date. The Company will pay each Retention
Bonus to you in a lump sum cash amount as soon as practicable after each Payment
Date where you remain in the continued employ of the Company, but in no event
shall such payment be made more than thirty days thereafter. Notwithstanding the
above, if you are in the employ of the Company and there is a Change in Control
following a Triggering Event during the term of this Letter Agreement, any
remaining Retention Bonuses will be paid to you as soon as practicable, but in
no event later than thirty days, following such Change in Control.

4. Effect of Termination of Employment.

(a) Involuntary Termination. In the event of your Involuntary Termination prior
to any of the Payment Dates, you shall be entitled to receive the Retention
Bonus in accordance with the terms of Section 3, as if your employment had
continued until such Payment Dates as occurs after the date of the termination
of your employment. Such payment shall be in addition to any benefits you may be
eligible for under your Employment Agreement.

(b) Other Termination. In the event that your employment terminates for any
reason other than an Involuntary Termination prior to any of the Payment Dates,
you shall forfeit your right any portion of the Retention Bonus not yet earned.

5. Notice. For the purpose of this Letter Agreement, notices and all other
communications provided for in this Letter 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 the Chief Executive Officer, The Grand Union
Company, 201 Willowbrook Blvd., Wayne, New Jersey 07470, telecopier: (973)
890-6012, with a copy to the General Counsel of the Company, or to you at the
address set forth on the first page of this Letter 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.

6. Reduction of Payments if Reduction Would Result in Greater After-Tax Amount.
Notwithstanding anything herein to the contrary, if the payment of the Retention
Bonus and any other payments in connection with a Change of Control (together,
the "Payments") constitute a "parachute payment" (as defined in Section
280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), and
the amount of the Payments net the excise tax (as described in Section 4999 of
the Code) payable with respect thereto is less than the amount to be paid to you
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 Payments constituting the parachute payment paid pursuant to this
Agreement shall be reduced to an amount that will equal three times your base
amount, less $1.00.

7. Miscellaneous.

(a) No Rights to Continued Employment. Neither this Letter Agreement nor any of
the rights or benefits evidenced hereby shall confer upon you any right to
continuance of employment by the Company or

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interfere in any way with the right of the Company to terminate your employment,
subject to the provisions of Section 4 above, for any reason, with or without
Cause.

(b) Amendments, Waivers. No provision of this Letter Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing by the parties hereto. No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition or
provision of this Letter Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.

(c) Counterparts. This Letter Agreement may be executed in counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.

(d) Withholding. Amounts paid to you hereunder shall be subject to all
applicable federal, state and local wage withholdings.

(e) Headings. The headings contained in this Letter Agreement are intended
solely for convenience of reference and shall not affect the rights of the
parties to this Letter Agreement.

(f) Governing Law. The validity, interpretation, construction and performance of
this Letter Agreement shall be governed by the laws of the State of New Jersey
applicable to contracts entered into and performed in such state.

If this Letter Agreement 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,

                             The Grand Union Company

                             By: /s/ Glenn J. Smith
                                -------------------------------------
                             Name: Glenn J. Smith
                             Senior Vice President, General Counsel

                             And Corporate Secretary

Agreed to as of this 3rd day of August, 2000.

/s/ Gary M. Philbin
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Gary M. Philbin

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