SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                                      FOR
                              WEIS MARKETS, INC.

     The purposes of the Supplemental Executive Retirement Plan for Weis
Markets, Inc. ("Plan") are to permit select members of management and highly
compensated employees to defer current compensation which cannot be redirected
into the Company's 401(k) Plan, and to further supplement retirement benefits
payable under the qualified retirement plans of the Company.  This Plan is
designed to provide retirement benefits and salary deferral opportunities
because of the limitations imposed by the Internal Revenue Code and the
Regulations implemented by the Internal Revenue Service.

                                 TABLE OF CONTENTS

                                                                           Page

ARTICLE I      TITLE AND EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . 2

ARTICLE II     DEFINITIONS AND CONSTRUCTION
                        OF THE PLAN DOCUMENT . . . . . . . . . . . . . . . . .3

ARTICLE III    ELIGIBILITY   . . . . . . . . . . . . . . . . . . . . . . . . .5

ARTICLE IV     DEFERRAL OF COMPENSATION  . . . . . . . . . . . . . . . . . . .6

ARTICLE V      PARTICIPANT BOOKKEEPING ACCOUNTS  . . . . . . . . . . . . . . .7

ARTICLE VI     DISTRIBUTION  . . . . . . . . . . . . . . . . . . . . . . . . .9

ARTICLE VII    BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE VIII   ADMINISTRATION OF THE PLAN  . . . . . . . . . . . . . . . . . 12

ARTICLE IX     CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . . . . . . .13

ARTICLE X      NATURE OF COMPANY'S OBLIGATION  . . . . . . . . . . . . . . . 14

ARTICLE XI     MISCELLANEOUS   . . . . . . . . . . . . . . . . . . . . . . . 15
















                                       1
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                                   ARTICLE I

                           TITLE AND EFFECTIVE DATE

      Section 1.01  Title.  This Plan shall be known as the Supplemental
Executive Retirement Plan for Weis Markets, Inc.

      Section 1.02  Effective Date.  The effective date of this Plan shall
be January 1, 1994.














































                                       2
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                                  ARTICLE II

                DEFINITIONS AND CONSTRUCTION OF THE PLAN DOCUMENT

      As used herein, the following words and phrases shall have the
meanings specified below unless a different meaning is clearly required by the
context:

      Section 2.01  "Account" means the account established as a bookkeeping
record for each Participant pursuant to Article V.

      Section 2.02  "Beneficiary" means the person or persons or the estate
of a participant entitled to receive any benefits under this Plan.

      Section 2.03  "Board of Directors" means the Board of Directors of
Weis Markets, Inc.

      Section 2.04  "Committee" means the Executive Compensation Committee
of the Board of Directors.

      Section 2.05  "Company" means Weis Markets, Inc. its successors, any
subsidiary of affiliated organizations authorized by the Board of Directors or
the Committee to participate in this Plan with respect to their Participants,
and any organization into which or with which the Company may merge or
consolidate or to which all or substantially all of its assets may be
transferred.

      Section 2.06  "Compensation" means remuneration from the Company
reportable on IRS Form W-2, together with any salary reduction contributions
under this Plan, the 401(k) Plan or any cafeteria plan under Section 125 of
the Internal Revenue Code, but excluding any sick pay.

      Section 2.07 "Deferral Agreement" means the written form submitted to
the Committee that indicates whether the Participant wishes to defer a portion
of his Compensation and indicates the portion of Compensation to be deferred.
No Deferral Agreement shall be effective until acknowledged by the Company.

      Section 2.08  "Deferred Compensation" means the portion of a
Participant's Compensation that has been deferred pursuant to the Plan.

      Section 2.09  "ESOP" means the Weis Markets, Inc. Stock Bonus Plan as
it may be amended from time to time, and any successor plan.

      Section 2.10  "Election Date" means (a) 30 days after notice of
adoption of the Plan for Executives who are eligible to participate at the
time the Plan is adopted; or (b) 30 days after a newly eligible Executive is
notified of his right to participate in the Plan; or (c) December 15 of any
calendar year if (a) and (b) above do not apply.







                                       3
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      Section 2.11  "Executive" means any member of management of the
Company.

      Section 2.12  "401(k) Plan" means the Weis Markets, Inc. Retirement
Savings Plan, as it may be amended from time to time, and any successor plan.

      Section 2.13  "Participant" means an Executive who is participating in
the Plan.

      Section 2.14  "Plan" means the Supplemental Executive Retirement Plan
for Weis Markets, Inc. described in this instrument, as it may be amended from
time to time.

      Section 2.15  "Profit Sharing Plan" means the Weis Markets, Inc.
Profit Sharing Plan, as it may be amended from time to time, and any successor
plan.

      Section 2.16  "Retirement" means a Participant's termination of
employment with the Company and its subsidiaries after attaining age 65.

      Section 2.17  "Subaccounts A and B" mean the subdivisions of each
Participant's Account created pursuant to Article V.

      Section 2.18  "Termination of Service" or similar expression means the
termination of the Participant's employment as an employee of the Company and
its subsidiaries, other than Retirement or by reason of death or disability.

      Section 2.19  Titles.  Titles of the Articles of this Plan are
included for ease of reference only and are not to be used for the purpose of
construing any portion or provision of this Plan document.

      Section 2.20  Gender and Number.  Wherever the context so requires,
masculine pronouns include the feminine and singular words shall include the
plural.





















                                       4
<PAGE>
                                 ARTICLE III

                                 ELIGIBILITY

      Section 3.01  Selection.  Eligibility for participation in this Plan
shall be determined by a two step process.  First, the Executive Compensation
Committee of the Board of Directors shall make a recommendation of potential
Participants to the Board of Directors.  This list may be based upon
recommendations from the Executive Committee of Weis Markets, Inc.  Second,
the Board of Directors shall consider the recommendation of the Executive
Compensation Committee and make the final determination based upon a majority
vote.

      Section 3.02  Participation.  An Executive, after having been selected
for participation by the Board of Directors, shall continue to participate
until his employment with the Company terminates, or such earlier date as of
which the Committee suspends his participation.






































                                       5
<PAGE>
                                  ARTICLE IV

                           DEFERRAL OF COMPENSATION

      Section 4.01  Salary Deferral.  Each Participant may have a percentage
of his Compensation deferred in accordance with the terms and conditions of
this Plan.  The percentage of Compensation to be deferred under this section
shall not exceed 15% of  Compensation with the amount deferred into the 401(k)
Plan first deducted from the deferral amount under this Plan.

      Section 4.02  Deferral Agreement.  A Participant desiring to have a
percentage of his Compensation deferred under the Plan must submit a written
Deferral Agreement to the Committee on or before the applicable Election Date.
A valid Deferral Agreement filed by the applicable Election Date as provided
in Section 2.09 (a) or (b) shall cause Compensation not yet earned to be
deferred starting in the calendar year in which such Agreement is made.
Deferral Agreements entered into under the conditions of Section 2.08(c) shall
cause Compensation to be deferred beginning January 1 of the next calendar
year.

      Section 4.03  No Deferral Without Agreement.  A Participant who has
not submitted a valid Deferral Agreement to the Committee before the relevant
Election Date may not defer any Compensation for the applicable calendar year
under this Plan.

      Section 4.04  Duration of Deferral Agreement.  Deferral Agreements
remain in effect until revoked or modified by the filing of a new Deferral
Agreement.

      Section 4.05  Revocation or Modification of Deferral.  Future deferrals
of Compensation may be stopped, reduced or increased at any time by filing a
new Deferral Agreement.  Such modification shall be effective as soon as
feasible for the Company.  Notwithstanding the foregoing, no Deferral
Agreement filed after incentive compensation is earned shall affect the amount
of deferral from such incentive compensation.




















                                       6
<PAGE>
                                  ARTICLE V

                       PARTICIPANT BOOKKEEPING ACCOUNTS

      Section 5.01  Maintenance of Account.  The Company shall maintain on
its books a supplemental retirement account for each Participant.  Each
Account shall be divided into Subaccounts A and B, to which amounts shall be
credited as follows:

      (a)  Deferred Compensation Credits.  As of each date elective
      deferrals are contributed for a Participant to the 401(k) Plan, or
      would be contributed but for the Internal Revenue Code limitations
      thereon, the Participant's Deferred Compensation shall be credited to
      his Subaccount A.

      (b)  Profit-Sharing Credits.  As of each date the Company makes a
      contribution under the Profit-Sharing Plan, the Participant's
      Subaccount B shall be credited with the amount, if any, that would
      have been allocated to the Participant's Profit Sharing  Plan account
      if

            (i)     he had not been excluded from participation
                    in the Profit Sharing Plan,

            (ii)    the Company had increased its Profit Sharing
                    Plan contributed by the amount of the
                    Participant's allocation, and

            (iii)   the Internal Revenue Code provisions
                    limiting his Profit Sharing Plan allocation
                    did not apply.

      (c)  ESOP Credits.  As of each date the Company makes a contribution
      to the ESOP, the Participant's Subaccount B shall be credited with the
      amount, if any, that would have been allocated to the Participant's
      ESOP account if

            (i)     he had not been excluded from participation
                    in the ESOP,

            (ii)    the Company had increased its ESOP
                    contribution by the amount of the
                    Participant's allocation, and

            (iii)   the Internal Revenue Code provisions
                    limiting his ESOP allocation did not apply.









                                       7
<PAGE>
      (d)  Discretionary Credits.  The Committee may at any time credit
      additional amounts to the Account(s) of one or more Participants, in
      its sole discretion.

      Section 5.02  Hypothetical Investment Results for Subaccount A.  Each
amount credited to a Participant's Subaccount A shall be adjusted in the same
manner as if such amount had been invested for the Participant in the 401(k)
Plan.  These amounts shall be credited to Subaccount A at the same intervals
as amounts invested in the 401(k) Plan.

      Section 5.03  Hypothetical Investment Results for Subaccount B.  Each
amount credited to a Participant's Subaccount B shall be adjusted periodically
in the same manner as if such amount had been invested for the Participant in
the Profit Sharing Plan.  Amounts credited to Subaccount B shall be adjusted
at the same intervals as amounts invested in the Profit-Sharing Plan.

      Section 5.04  Conclusion of Company Contributions.  A Participant who
terminates service prior to Retirement shall not receive credits to Subaccount
B from the Company for the year of termination.




































                                       8
<PAGE>
                                  ARTICLE VI

                                 DISTRIBUTION

      Section 6.01  Distribution of Account Balance.  Distribution of the
value of a Participant's Subaccount A balance shall be made according to the
terms of the Participant's Deferral Agreement and this Plan.  Distribution of
the vested portion of the Participant's Subaccount B balance shall be made
according to the terms of the Participant's Deferral Agreement in the event of
the Participant's Retirement or disability. In the event of Participant's
Termination of Service, he shall not receive credits to Subaccount B for the
year of termination.

      Section 6.01.1  Termination of Service.  In the event of Termination
of Service, the Participant shall receive the value of Subaccount A and the
vested portion of Subaccount B as soon as administratively possible upon the
occurrence of one of the following events, whichever is sooner:

      (a)  After five years from the end of the Plan year following the
      Termination of Service; or

      (b)  After the end of the Plan year in which the Participant reaches
      the age of 65.

      Section 6.02  Vested Rights.  Each Participant shall have a vested
right

      (a)  to the value of his Subaccount A; and

      (b)  to the value of his Subaccount B to the extent his Profit-Sharing
      Plan account is vested (or would have been vested if he had not been
      excluded from the Profit-Sharing Plan).

      Section 6.03  Change of Control.  All participants shall be vested
fully in their Account values in the event of a change of a control of the
Company.  For purposes of this Plan, change of control means

      (a)  acquisition of the beneficial ownership of at least 51% of the
      voting securities of Weis Markets, Inc. by any individual or other
      person or group of persons who have agreed to act together for the
      purpose of acquiring, holding, voting or disposing of such securities;
      or

      (b)  any merger or consolidation of Weis Markets, Inc., or transfer of
      all or substantially all of its assets to a buyer, in which
      stockholders of Weis Markets, Inc. before such merger, consolidation
      or transfer do not own more than 51% of the outstanding voting power
      of the surviving entity following such transaction.

      Section 6.04  Forfeiture for Cause.  Notwithstanding Sections 6.01,
6.01.1 and 6.02, a Participant whose employment is terminated for cause or who
engages in competition with the Company shall be subject to forfeiture as set
forth below.  For purposes of this Section, cause means willful misconduct
relating to the business of the Company and competition means competition in
the capacity of proprietor, employee, officer, director, independent
contractor or owner of more than 5% of the equity interest in an enterprise,
with any business in which the Company is engaged, unless specifically
authorized by the Board of Directors.

      Section 6.04.1  Forfeiture of Subaccount A.  A Participant subject to
forfeiture as set forth in Section 6.04 shall be entitled to the lesser of
(i) the Deferred Compensation for the Participant; or (ii) the value of the
Participant's Subaccount A.

      Section 6.04.2  Forfeiture of Subaccount B.  A Participant subject to
forfeiture as set forth in Section 6.04 shall forfeit all of Subaccount B.

      Section 6.05  Withholding for Taxes.  The Company shall be entitled
to withhold any and all taxes of any nature required by any government to be
withheld with respect to amounts credited or distributed under the Plan.










































                                      10
<PAGE>
                                 ARTICLE VII

                                 BENEFICIARY

      Section 7.01  Beneficiary Designation.  Each Participant shall
designate a Beneficiary to receive benefits under the Plan in the event of his
death by completing a Beneficiary designation form furnished by the Committee.
A Participant may change his Beneficiary designation by submitting to the
Committee another Beneficiary designation form.  However, no change of
Beneficiary shall be effective until acknowledged in writing by the Company.

      Section 7.02  Proper Beneficiary.  If no designated Beneficiary
survives the Participant, the value of the Participant's Account shall be paid
to the Participant's surviving spouse, or if none, to the Participant's issue
per stirpes, or if none, to the Participant's estate.  If the Company has any
doubt as to the proper Beneficiary to receive payments hereunder, the Company
shall have the right to withhold such payments until the matter is finally
adjudicated.  However, any payment made by the Company, in good faith and in
accordance with this Plan, shall fully discharge the Company from all further
obligations with respect to that payment.

      Section 7.03  Minor or Incompetent Beneficiary.  In making any
payments to or for the benefit of any minor or incompetent Beneficiary, the
Committee, in its sole and absolute discretion, may cause distribution to be
made to a legal or natural guardian or relative of a minor or incompetent.
Or, it may make a payment to any adult with whom the minor or incompetent
temporarily or permanently resides.  The receipt by a guardian, relative or
other person shall be a complete discharge to the Company with respect to the
payment.  Neither the Committee nor the Company shall have any responsibility
to see to the proper application of any payment so made.

























                                      11
<PAGE>

                                 ARTICLE VIII

                           ADMINISTRATION OF THE PLAN

      Section 8.01  Committee.  The Plan shall be administered by the
Committee.  The Committee may delegate to one more individuals its powers or
responsibilities under the Plan.  All resolutions or other actions taken by
the Committee shall be voted by a majority of those present, or in writing by
all the members at the time in office in the event they act without a meeting.

      Section 8.02  Finality of Determination.  Subject to the terms of the
Plan the Committee shall, from time to time, establish rules, forms and
procedures for the administration of the Plan.  Except as herein otherwise
expressly provided, the Committee shall have the exclusive right and
discretion to interpret the Plan and to decide any and all matters arising
thereunder or in connection with the administration of the Plan.  The
decisions, actions and records of the Committee shall be conclusive and
binding upon the Company and all persons having or claiming to have any right
or interest in or under the Plan.

      Section 8.03  Certificates and Reports.  The members of the Committee
and the officers and directors of the Company shall be entitled to rely on all
certificates and reports made by any duly appointed accountants, and on all
opinions given by any duly appointed legal counsel, which legal counsel may be
counsel for the Company.

      Section 8.04  Indemnification and Exculpation.  The Company shall
indemnify and save harmless each member of the Committee against any and all
expenses and liabilities relating to the Plan, unless arising out of his
willful misconduct.  Expenses against which a member of the Committee shall be
indemnified hereunder shall include, without limitation, the amount of any
settlement or judgment, costs, counsel fees, and related charges reasonably
incurred in connection with a claim asserted, or a proceeding brought or
settlement thereof.  The foregoing right of indemnification shall be in
addition to any other rights to which any such member of the Committee may be
entitled.

      Section 8.05  Expenses.  The expenses of administering the Plan shall
be borne by the Company.















                                      12
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                                  ARTICLE IX

                               CLAIMS PROCEDURE


      Section 9.01  Written Claim.  The value of a Participant's Account
shall be paid in accordance with the provisions of this Plan and any
applicable Deferral Agreement.  The Participant or Beneficiary shall make a
written request for benefits under this Plan.  This written claim shall be
mailed or delivered to the Committee.

      Section 9.02  Denied Claim.  If the claim is denied in full or in
part, the Committee shall provide a written notice within ninety (90) days
setting forth the specific reasons for denial, the Plan provisions on which
it is based, any additional material or information that is necessary, and
explanation of the steps to be taken if a review of the denial is desired.

      Section 9.03  Review Procedure.  If the claim is denied and a review
is desired, the Participant (or Beneficiary) shall notify the Committee in
writing within sixty (60) days after receipt of the written notice of denial
(a claim shall be deemed denied if the Committee does not take any action
within the aforesaid ninety (90) day period).  In requesting a review, the
Participant (or Beneficiary) may review the Plan document and other pertinent
documents, may submit any written issues and comments, may request an
extension of time for such written submission of issues and comments, and
may request that a hearing be held, but the decision to hold a hearing shall
be within the sole discretion of the Committee.

      Section 9.04  Committee Review.  The decision on the review of the
denied claim shall be rendered by the Committee within sixty (60) days after
the receipt of the request for review (if a hearing is not held) or within
sixty (60) days after the hearing if one is held.  The decision shall be
written and shall state the specific reasons for the decision, including
reference to specific provisions of this Plan, on which the decision is based.





















                                      13
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                                  ARTICLE X

                        NATURE OF COMPANY'S OBLIGATION


      Section 10.01  Company's Obligation.  The Company's obligations under
this Plan shall be unfunded.

      Section 10.02  Creditor Status.  Any assets which the Company may
acquire or set aside to help cover its financial liabilities are and must
remain general assets of the Company subject to the claims of its creditors.
Neither the Company nor this Plan gives the Participant any beneficial
ownership interest in any asset of the Company.  All rights of ownership in
any such assets are and remain in the Company and Participants and their
Beneficiaries shall have only the rights of general creditors of the Company.








































                                      14
<PAGE>
                                  ARTICLE XI

                                MISCELLANEOUS


      Section 11.01  Written Notice.  Any notice which shall or be or may
be given under the Plan or a Deferral Agreement shall be in writing and shall
be mailed by United States mail, postage prepaid.  If notice is to be given to
the Committee, such notice shall be addressed to 1000 South Second Street,
Sunbury, Pennsylvania  17801, and marked for the attention of the Executive
Compensation Committee, or if notice to a Participant, addressed to the
address shown on the Participant's Deferral Agreement.

      Section 11.02  Change of Address.  Any Participant or the Committee
may, from time to time, change the address to which notices shall be mailed
by the other by giving written notice of a new address.

      Section 11.03  Amendment and Termination.  The Company retains the
sole and unilateral right to terminate, amend, modify, or supplement this
Plan, in whole or in part at any time.  This right includes the right to make
retroactive amendments.  However, no exercise of this right shall reduce the
Account of any Participant or his Beneficiary.

      Section 11.04  Nontransferability.  Except insofar as prohibited by
applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization or attachment of any benefits under this Plan shall be valid
or recognized  by the Company.  Neither the Participant, his spouse, or
designated Beneficiary shall have any power to hypothecate, mortgage, commute,
modify or otherwise encumber in advance of any of the benefits payable
hereunder, nor shall any of said benefits be subject to seizure for the
payment of any debts, judgments, alimony or maintenance, owed by the
Participant or his Beneficiary, or be transferable by operation of law in the
event of bankruptcy, insolvency or otherwise.  Notwithstanding the foregoing,
the Company shall pay benefits in accordance with a qualified domestic
relations order as defined in the Employee Retirement Income Security Act of
1974, and benefits payable under the Plan may be applied by the Company to
discharge obligations of the Participant, his Beneficiary or estate to the
Company.

      Section 11.05  Acceleration of Payment.  The Company reserves the
right to accelerate the payment of any benefits payable under this Plan at
any time without the consent of the Participant, his estate, his Beneficiary
or any other person claiming through the Participant.












                                      15
<PAGE>
      Section 11.06  Applicable Law.  This Plan shall be governed by the
laws of the United States, and to the extent permitted thereby by the laws of
the Commonwealth of Pennsylvania.  Any dispute or interpretation of the Plan
shall be litigated in the Court of Common Pleas of Northumberland County,
Pennsylvania.

      IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers on this 1st day of January, 1994,
effective as of January 1, 1994.



ATTEST:                                 WEIS MARKETS, INC.


      //William R. Mills                     //Robert F. Weis
-------------------------------        BY:-----------------------------------
                                            Chairman of the Board
                                       Its:----------------------------------


                                      16
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