PENN TRAFFIC CO
EXHIBIT 10-3
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>a2078392zex-10_3.txt
<DESCRIPTION>EXHIBIT 10-3
<TEXT>
<Page>

                                                                    EXHIBIT 10.3

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     This Employment Agreement (the "AGREEMENT") is entered into as of this 19th
day of December, 2001, by and between The Penn Traffic Company (the "COMPANY")
and Martin A. Fox (the "EXECUTIVE").

     WHEREAS, on January 31, 2000, the Executive and the Company entered into an
employment agreement, which was amended on November 15, 2000 (such employment
agreement, as so amended, is referred to herein as the "ORIGINAL EMPLOYMENT
AGREEMENT") to provide for the employment of the Executive; and

     WHEREAS, the Original Employment Agreement shall expire on December 31,
2001 and the Executive wishes to continue in the employ of the Company, and the
Company wishes to provide for the continued employment of the Executive.

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

     1.   EMPLOYMENT.

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

          (b)  The Executive hereby accepts his continued employment as an
Executive Vice President and the Chief Financial Officer of the Company and
agrees to devote predominantly all of his working time as such, performing such
duties as shall reasonably be required of an Executive Vice President and Chief
Financial Officer and otherwise on the terms and subject to the conditions set
forth in the Agreement. In such capacity, the Executive will report to, and
serve under the direction of, the Company's President and Chief Executive
Officer and the Board of Directors of the Company (the

<Page>

                                                                               2

"BOARD"). Throughout the Term, the Executive shall utilize his best efforts and
all of his skills, experience and knowledge to promote the interests of the
Company. During the Term, the Executive shall continue to serve as a member of
the Board. Other than services to be rendered in connection with charitable
activities and trade association activities and passive investment activities
which do not interfere with the Executive's day-to-day responsibilities to the
Company, without limiting the generality of Section 6, the 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. The term of employment of the Executive under the Original
Employment Agreement commenced on January 31, 2000 (the "ORIGINAL EFFECTIVE
DATE") and the term of employment of the Executive under this Agreement shall
commence on the date hereof (the "EFFECTIVE DATE") and will continue under this
Agreement until the earlier of (i) December 31, 2004, (ii) the date that the
Executive or the Company terminates his employment pursuant to Section 7, 8 or 9
or (iii) the occurrence of a Change of Control (as defined herein) (the "TERM").

     3.   LOCATION OF EMPLOYMENT. The Executive shall render services at the
Company's offices that are located in Syracuse, New York in a manner consistent
with past practices of the Executive in his capacity as Chief Financial Officer
after consultation with the Company's Chief the Executive Officer. The Executive
may spend the remaining days of the work week at the Company's office located in
Rye, New York; and during the Term the Company shall be responsible for
providing the Executive with up-keep of office systems and secretarial
assistance at such location. Notwithstanding the foregoing, the Executive
acknowledges and agrees that the Executive's duties

<Page>

                                                                               3

hereunder will include travel outside the Syracuse, New York and Rye, New York
areas, 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 the Executive's duties hereunder may require.

     4.   COMPENSATION.

          (a)  BASE SALARY. The Company shall pay the Executive a base salary at
a rate of $1,000,000 per annum ("BASE SALARY"). 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.

          (b)  BONUS.

               (i)  With respect to each fiscal year beginning with the fiscal
year ending February 1, 2003, the Executive shall be eligible to earn an annual
bonus (the "BONUS"). The Bonus, if any, awarded to the Executive each year shall
be based on the extent to which the Company achieves annual performance criteria
which shall be determined by the Compensation and Stock Option Committee of the
Board of Directors of the Company (the "COMMITTEE") prior to the beginning of
such year; provided, however, that such Bonus shall not in any year exceed 37.5%
of the Executive's Base Salary. Such Bonus as to any fiscal year, if any, shall
be paid to the Executive at the same time that bonuses or incentive compensation
with respect to that fiscal year are paid to other executive employees of the
Company. The Executive understands and agrees that the Company may provide this
bonus opportunity under a shareholder approved arrangement that is intended to
qualify under Section 162(m) of the Internal Revenue

<Page>

                                                                               4

Code ("IRC"); provided, however, that the Company's agreements hereunder shall
apply irrespective of whether such bonus so qualifies.

               (ii) In addition, the Executive may receive such other
discretionary bonuses or other incentive compensation as the Committee may
determine, in its sole discretion.

          (c)  OPTIONS. The Company and the Executive acknowledge that the
Executive was granted options to purchase shares of the common stock, $.01 par
value per share, of the Company (the "COMMON STOCK") generally as follows:

               (i)  Effective as of October 24, 2001, pursuant to the Equity
Plan (as defined herein), the Executive was granted options to purchase 250,000
shares of the Common Stock with an exercise price equal to $4.35 per share (the
"OPTION AWARD") subject to a vesting schedule and other terms as set forth in
the Option Award.

               (ii) The Options are subject to the terms of the Award and the
Company's 1999 Equity Incentive Plan (the "EQUITY PLAN"). A copy of the Award is
attached hereto as EXHIBIT A and such Award shall remain in full force and
effect.

              (iii) As a condition of the Award, all other stock options granted
by the Company to or on the behalf of the Executive were cancelled on October
24, 2001.

               (iv) To the extent permitted by the IRC, the options to purchase
Common Stock granted pursuant to the Option Award qualify as incentive stock
options under the IRC.

     5.   FRINGE BENEFITS.

          (a)  The Executive shall, from and after the Effective Date, have the
right to participate in the Company's medical, dental, disability, life and
other insurance

<Page>

                                                                               5

plans maintained during the Term by the Company for executives of the stature
and rank of the Executive, and any other plans and benefits, if any, generally
maintained by the Company for executives of the stature and rank of the
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"). If any Fringe Benefits have minimum service
requirements, the Executive shall be provided with credit for past service with
the Company (including through the management agreement between the Company and
Hirsch & Fox LLC, as of June 29, 1999, which was amended on December 2, 1999
(the "MANAGEMENT AGREEMENT") to which the Executive was an indirect party) so as
to provide the Executive with Fringe Benefits on a level with executives of the
stature and rank of the Executive. To the extent permitted by law and the terms
of The Penn Traffic Company Cash Balance Pension Plan (the "CORPORATE PLAN"),
the Executive shall have the right to participate in the Corporate Plan. In
addition, the Executive shall continue to participate in The Penn Traffic
Company Supplemental Retirement Plan for Martin Fox (the "SERP"). The SERP is
attached hereto as EXHIBIT B and such SERP shall remain in full force and
effect.

          (b)  Subject to the requirements of the Executive's office, the
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 the Executive for (i) actual, ordinary
and necessary travel and accommodation cost, entertainment and other business
expenses incurred as a necessary part of discharging the Executive's duties
hereunder and

<Page>

                                                                               6

(ii) all legal fees and expenses incurred in connection with the negotiation of
the Agreement in the amount of $35,000.

     6.   CONFIDENTIALITY; NO COMPETITION.

          (a)  The Executive agrees that while the Agreement is in effect and
for a period of 12 months after termination of the Agreement pursuant to
Section 2, the Executive shall not, directly or indirectly, for his own account
or as agent, employee, officer, director, trustee, consultant or shareholder of
any corporation, or any member of any firm or otherwise, divulge, furnish or
make accessible to any person, or himself make use of, other than for the sole
benefit of the Company, any material confidential or proprietary information of
the Company obtained by him while in the employ of the Company other than
disclosures made by the Executive based on the Executive's reasonable belief
that such disclosures were in furtherance of his duties as set forth herein,
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 by 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 copies thereof, in his possession or
custody or under his control; PROVIDED, however, that (x) the restrictions of
this Section shall not apply to publicly available information or information
known

<Page>

                                                                               7

generally to the public (without any action on the part of the Executive
prohibited by the restrictions of this Section), (y) the Executive may disclose
such information known generally to the public (without any action on the part
of the Executive prohibited by the restrictions of this Section), and (z) 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.

          (b)  Notwithstanding the foregoing, in the event that the 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 reasonable
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)  The obligations of the Executive under this Section 6 shall
survive any termination of the Agreement.

          (d)  The Executive agrees that while the Agreement is in effect and,
solely in the event a Change of Control occurs prior to termination of the
Agreement and the Change of Control Payment or the Carryover Change of Control
Payment described below is made, for a period of 12 months after termination of
the Agreement pursuant to Section 2, the Executive agrees that he will not,
directly or indirectly, for his own account or as agent, employee, officer,
director, trustee, consultant or shareholder of any

<Page>

                                                                               8

corporation or a member of any firm or otherwise: (i) engage in any way in any
wholesale and/or retail food business which operates within 30 miles of any
retail store operated by the Company at any time during the restricted period;
(ii) induce or attempt to induce any person with an annual salary in excess of
$75,000 who is in the employ of the Company or any subsidiary or affiliate
thereof to leave the employ of the Company or such subsidiary or affiliate; 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 Section 6 shall not prohibit (A) the Executive from owning less than
5% of the equity of any entity that engages in the actions described in (i),
(ii) or (iii) above and (B) the Executive from providing references for
employees of the Company or its subsidiaries or affiliates who have been
solicited by a prospective employer without violation of (ii) above); PROVIDED,
that in the event the Company terminates the Agreement prior to the end of the
Term for reasons other than Cause and fails to provide the Executive with the
payments required by Section 11 and in the manner provided therein, the
provisions of this Section shall not survive such termination.

          (e)  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

<Page>

                                                                               9

covenants set forth in this Section 6 are necessary in order to protect and
maintain the proprietary interests and other legitimate business interests of
the Company and its subsidiaries and affiliates. The Executive understands that
the enforcement of this Section 6 may limit the Executive's ability to earn a
livelihood in a business similar to the business of the Company but nevertheless
agrees and hereby acknowledges that (i) such provisions do not impose a greater
restraint than is necessary to protect the goodwill or other business interests
of the Company, (ii) such provisions contain reasonable limitations as to time
and scope of activity to be restrained, (iii) such provisions are not harmful to
the general public, and (iv) such provisions are not unduly burdensome to the
Executive, and the consideration provided hereunder is sufficient to compensate
the Executive for the restrictions contained in such provisions. In
consideration thereof and in light of the Executive's education, skills and
abilities, the Executive agrees that the Executive will not assert in any forum
that such provisions prevent the Executive from earning a living or otherwise
are void or unenforceable or should be held void or unenforceable. The Executive
acknowledges that the remedy at law for any breach or threatened breach of this
Section 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 the
Agreement and the Executive's employment hereunder for "Cause" by written notice
to the Executive setting forth the grounds for termination with specificity.
"Cause" shall

<Page>

                                                                              10

mean the termination of the 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 the Executive
of a material dishonest act of fraud against the Company or any subsidiary
thereof; PROVIDED, 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 THE EXECUTIVE. The Executive may terminate
the Agreement and his employment hereunder for Good Reason (as defined herein)
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 an Executive Vice President and Chief Financial Officer and to
continue to elect or appoint the 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 the Agreement, which failure is not remedied
within ten (10) business days after written notice thereof is delivered to the
Company by the 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.

<Page>

                                                                              11

     9.   TERMINATION FOR DEATH OR DISABILITY.

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

          (b)  If during the Term, the Executive should suffer a disability
which, in fact, prevents the 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 the Executive's services hereunder by a written notice
to the Executive setting forth the grounds for such termination with
specificity, which termination will take effect 30 days after such notice is
given. The 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 the Executive's disability for the purposes of the Agreement shall
be determined by a physician mutually selected by the Company and the Executive,
and the 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 the Agreement to a beneficiary designated by the Executive, it is
agreed that the 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 the Executive fails to designate
a beneficiary (or beneficiaries) as herein provided, any payments which are to
be made to the Executive's designated beneficiary (or beneficiaries) under the
Agreement shall be made to the


<Page>

                                                                              12

Executive's widow, if any, during her lifetime, thereafter to his issue, if any,
including legally adopted children, and then to the Executive's personal
representative.

     11.  EFFECT OF COMPANY'S TERMINATION OTHER THAN UNDER SECTIONS 7 OR 9 OR
EFFECT OF THE EXECUTIVE'S TERMINATION UNDER SECTION 8.

          (a)  If the Company terminates the Executive's employment under the
Agreement for any reason other than Cause, or other than due to his death or
disability, or the Executive terminates the Agreement for Good Reason, the
Executive shall be entitled to receive a lump sum payment equal to the aggregate
amount of his Base Salary for the period from the date of such termination
through December 31, 2004. Such payment shall be made within thirty (30) days
following the date of such termination.

          (b)  In addition, if at any time prior to December 31, 2004 or the
Carryover Determination Date (as defined herein), but following a termination
described in Section 11(a), the Company shall have entered into a definitive
agreement in respect of a Change of Control (as defined herein) or a Change of
Control shall have occurred, then in the case of, and notwithstanding (i) the
termination of the Agreement by the Company for any reason other than Cause, or
(ii) the termination of the Agreement by the Executive for Good Reason, the
Company shall make the payment as provided in Section 12(a) or Section 12(b), as
the case may be, on the dates provided in such Section, LESS that portion of the
lump sum payment the Executive received pursuant to Section 11(a) that is
attributable to the period following the Change of Control.

          (c)  The Company shall continue to provide to the Executive the
benefits described in Section 5(a) hereof for a period of 12 months from the
date of termination to the extent not prohibited by law or the terms of such
benefit arrangement;

<Page>

                                                                              13

the Executive shall continue his participation in the Corporate Plan and the
Award in accordance with the provisions thereof; and the Company shall continue
to make the payments required to be made pursuant to the SERP and reimbursements
contemplated by Section 5(c) hereof.

     12.  EFFECT OF A CHANGE OF CONTROL.

          (a)  If at any time prior to December 31, 2004 the Company shall have
entered into a definitive agreement in respect of a Change of Control or a
Change of Control shall have occurred, then (assuming the Executive has not
voluntarily terminated the Agreement for other than Good Reason and the Company
has not terminated the Agreement for Cause, in either case prior the Change of
Control) the Executive shall be entitled to receive the Change of Control
Payment (as defined herein) (subject to offset as set forth in the last clause
of Section 11(b) herein, if applicable) on the date of the occurrence or
consummation of a Change of Control irrespective of whether the Term has expired
or terminated by reason of the Company's termination of the Agreement without
Cause or the Executive's termination for Good Reason. Upon the Executive's
receipt of the Change of Control Payment in full (subject to offset as set forth
in the last clause of Section 11(b) herein, if applicable), the Agreement shall
be terminated automatically and the Executive shall no longer be entitled to any
further payments described herein except for payments required to be made
pursuant to the SERP and reimbursements contemplated by Section 5(c) of the
Agreement; and the Executive shall continue his participation in the Corporate
Plan and the Award in accordance with the provisions thereof. The payment
contemplated by this Section 12(a) shall not be duplicative to the payment
contemplated by Section 11(b) herein.

<Page>

                                                                              14

          (b)  If at any time prior to the Carryover Determination Date the
Company shall have entered into a definitive agreement in respect of a Change of
Control or a Change of Control shall have occurred, then the Executive shall
(assuming the Executive has not voluntarily terminated the Agreement for other
than Good Reason and the Company has not terminated the Agreement for Cause, in
either case prior to the Change of Control) be entitled to elect, at his option,
to receive either the Change of Control Payment or the Carryover Change of
Control Payment (as defined herein) (subject to offset as set forth in the last
clause of Section 11(b) herein, if applicable) on the date of the occurrence or
consummation of a Change of Control irrespective of whether the Term has
previously expired or terminated by reason of the Company's termination of the
Agreement without Cause or the Executive's termination for Good Reason. Upon the
Executive's receipt of either the Change of Control Payment or the Carryover
Change of Control Payment in full (subject to offset as set forth in the last
clause of Section 11(b) herein, if applicable), the Agreement shall be
terminated automatically and the Executive shall no longer be entitled to any
further payments described herein except for payments as required to be made
pursuant to the SERP and reimbursements of expenses contemplated by Section 5(c)
of the Agreement; and the Executive shall continue his participation in the
Corporate Plan and the Award in accordance with the provisions thereof. The
payment contemplated by this Section 12(b) shall not be duplicative to the
payment contemplated by Section 11(b) herein.

          (c)  Notwithstanding any other provision herein, the Executive shall
not receive both the Change of Control Payment provided in Section 12(a) and the
Carryover Change of Control Payment provided in Section 12(b).

<Page>

                                                                              15

          (d)  For purposes of the Agreement, the following terms shall have the
following meanings:

               (i)   "Carryover Change of Control Payment" shall mean an amount
equal to the greater of (x) a lump sum payment equal to the aggregate amount of
the Base Salary for the period from the date of the Change of Control through
December 31, 2004 and (y) $2,900,000 MINUS the "in-the-money" value on the date
of the occurrence of a Change of Control of all of the options granted to the
Executive under the Award that are vested and exercisable (i.e., the number of
such vested and exercisable 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 Change of
Control (or if the transaction which triggers the Change of Control is a cash
tender offer, the cash tender offer per share price) AND (2) $4.35).

               (ii)  "Carryover Determination Date" shall mean the later of (x)
December 31, 2001, or (y) one (1) year following the termination of any
engagement or similar agreement entered into between the Company and any
investment banking firm retained prior to December 31, 2001 for purposes of
advising the Company in connection with any transaction that would constitute a
Change of Control.

               (iii) "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 shares that any such person has
the right to acquire, whether such right is exercisable immediately or only
after the passage of time), directly

<Page>

                                                                              16

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.

               (iv)  "Change of Control Payment" shall mean an amount equal to
the greater of (x) a lump sum payment equal to the aggregate amount of the Base
Salary for the period from the date of the Change of Control through December
31, 2004 and (y) two (2) times the Executive's Base Salary.

<Page>

                                                                              17

          (e)  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 Section 280G and the regulations
thereunder) or any affiliate of such Person, whether paid or payable or
distributed or distributable pursuant to the terms of the 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 THE COMPANY'S TERMINATION FOR CAUSE, THE EXECUTIVE'S
TERMINATION WITHOUT GOOD REASON, TERMINATION UPON DEATH OR DISABILITY.

     If the Company terminates the Executive's employment under the Agreement
for Cause or the Executive terminates his employment under the Agreement other
than for Good Reason, or if the Executive's employment is terminated due to his
death or disability, then the Company shall continue to pay the Executive (or
his designated beneficiary) his Base Salary through the effective date of
termination, and the Executive shall continue to be entitled to payments
required to be made pursuant to the SERP and

<Page>

                                                                              18

the reimbursements contemplated by Section 5(c) of the Agreement; the Executive
shall continue his participation in the Corporate Plan and the Award in
accordance with the provisions thereof.

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

          (a)  The Executive has the unfettered right to enter into the
Agreement on the terms and subject to the conditions hereof, and the 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 the Agreement by the
Executive nor the performance by the Executive of any of the 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 the Executive is a party or by which the
Executive is bound.

     15.  INDEMNIFICATION, ETC. The Company agrees to indemnify the Executive to
the fullest extent permitted by law from and against all losses, liabilities,
damages, deficiencies, demands, claims, actions, judgments or causes of action,
assessments, costs or expenses (including, without limitation, interest,
penalties and reasonable fees, expenses and disbursements of attorneys, experts,
personnel and consultants reasonably incurred by the Executive in any action or
proceeding) based upon, arising out of or otherwise in respect of the
Executive's services as, and/or for activities engaged in by the Executive while
the Executive is, an officer and/or employee and/or director of the Company or
any affiliate thereof, including either paying or reimbursing the Executive,

<Page>

                                                                              19

promptly after request, for any reasonable and documented expenses and
attorney's fees and costs actually incurred by the Executive in connection with
defending, or himself instituting and/or maintaining, any claim, action, suit or
proceeding arising from circumstances to which the Company's above
indemnification relates (other than any claim, action, suit or proceeding
brought by the former principals of Miller Tabak & Hirsch & Company against the
Executive); provided, however, that no such indemnification shall be paid for
damages or losses incurred by the Executive that result from actions by him that
Delaware law explicitly prohibits a corporation from indemnifying its directors
or officers against, including, without limitation, to the extent any such
damages or losses arise through gross negligence, bad faith or misconduct. This
indemnity shall survive the termination of the Agreement. The Company represents
and warrants that it has $30 million dollars 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 and that 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 shall extend for a period at least through June 29,
2005.

     16.  NOTICES. Any notice, consent, termination or other communication under
the 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

<Page>

                                                                              20

other address as a party may specify by notice in accordance with the provisions
hereof to the other):

          IF TO THE EXECUTIVE, TO THE EXECUTIVE AT:

          Mr. Martin A. Fox
          3 Fieldcrest Road
          Westport, Connecticut 06880

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

     18.  SEVERABILITY PROVISIONS. If any provision of the Agreement is declared
invalid, illegal or incapable of being enforced by any court of competent
jurisdiction, all of the remaining provisions of the 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. The 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, without regard to
principles of conflicts of laws.

<Page>

                                                                              21

     20.  WAIVER. The failure of a party to insist upon strict adherence to any
term of the 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 the Agreement.

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

     22.  WITHHOLDING. Any amount payable under the 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. The Agreement will inure to the benefit
of, and be enforceable by, the Executive's heirs and the Company's successors
and assigns. The Company shall have the right to assign the 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, that in the event of any such
assignment the assignee shall expressly agree in writing to assume all of the
Company's obligations under the Agreement, and Company shall remain secondarily
liable to the Executive for the performance of all such obligations.

<Page>

                                                                              22

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

THE PENN TRAFFIC COMPANY

By:  /s/ Peter Zurkow                     /s/ Martin A. Fox
    -------------------------            -------------------------
    Name:  Peter Zurkow                       Martin A. Fox
    Title: Chairman of the Board

<Page>

                                                                       Exhibit A

                              PENN TRAFFIC COMPANY
                           1999 EQUITY INCENTIVE PLAN

                                 AWARD AGREEMENT

          THIS AGREEMENT (the "Agreement"), is made effective as of the 24th day
of October, 2001, (hereinafter called the "Date of Grant"), between Penn Traffic
Company, a Delaware corporation (hereinafter called the "Company"), and Martin
A. Fox (hereinafter called the "Participant"):

                                R E C I T A L S:

     WHEREAS, the Company has adopted the Penn Traffic Company 1999 Equity
Incentive Plan (the "Plan"), which Plan is incorporated herein by reference and
made a part of this Agreement. Capitalized terms not otherwise defined herein
shall have the same meanings as in the Plan; and

     WHEREAS, the corporation and stock option Committee of the Board of
Directors of the Company (the "Committee") has determined that it would be in
the best interests of the Company and its stockholders to grant the option to
purchase shares of the Company Common Stock ("Shares") provided for herein (the
"Option") to the Participant pursuant to the Plan and the terms set forth
herein.

     NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth, the parties hereto agree as follows:

     1.  GRANT OF THE OPTION. The Company hereby grants to the Participant the
right and option to purchase, on the terms and conditions hereinafter set forth,
all or any part of an aggregate of 250,000 Shares, subject to adjustment as set
forth in the Plan (the "Option"). The purchase price of the Shares subject to
the Option shall be $4.35 per Share (the "Exercise Price"). The Option is
intended to be qualified as an Incentive Stock Option, within the meaning of
section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), with
respect to 91,952 Shares and as Non-Qualified Stock Option with respect to
158,048 Shares.

          The Company cannot guarantee that the special tax treatment described
in section 422 of the Code will apply. For example, if the Participant sells the
Shares acquired pursuant to the exercise of this Option either within two years
after the date of this Agreement or within one year after the date this Option
(or part thereof) is exercised, this special tax treatment will not apply.

          If the Option (or any part thereof) does not qualify for Incentive
Stock Option treatment for any reason, then, to the extent of such
nonqualification, the Option (or such portion thereof) shall be treated as a
Non-Qualified Stock Option granted under the Plan.

<Page>

                                                                               2

     2. VESTING.

          Subject to the Participant's continued employment with the Company,
the Option shall vest with respect to 20% of the Shares initially subject to the
Option on the Grant Date hereof, 20% of the Shares initially subject to the
Option on each of the first and second anniversaries of the Grant Date and 40%
of the Shares initially subject to the Option on the third anniversary of the
Grant Date. Any portion of the Option which is not vested as of the
Participant's termination of employment shall immediately terminate and expire.

          (a) At any given time, the portion of the Option which has become
vested and exercisable as described above is hereinafter referred to as the
"Vested Portion."

          (b) In the event of (i) a "Change of Control" (as defined in the
Plan); (ii) a "Change of Control" (as defined in the Employment Agreement dated
as of December 19, 2001, as amended to the date hereof and from time to time
hereafter, between the Company and Participant (as amended, the "Employment
Agreement")); (iii) the termination by the Company of the Participant's
employment with the Company other than for "Cause"(as defined in the Employment
Agreement); or (iv) termination by the Participant of the Participants
employment with the Company for "Good Reason" (as defined in the Employment
Agreement), the Option shall, to the extent not then vested or previously
canceled, vest and become immediately exercisable in full.

     3. EXERCISE OF OPTION.

          (a) PERIOD OF EXERCISE. Subject to the provisions of the Plan and this
Agreement, the Participant may exercise all or any part of the Vested Portion of
the Option at any time prior to the earliest to occur of:

               (i) 11:59pm Eastern Standard Time on the tenth anniversary of the
          Date of Grant;

               (ii) sixty (60) days following either (a) the date of the
          Participant's termination of employment by the Company for "Cause" (as
          defined in the Employment Agreement) or (b) the date of the
          Participant's voluntary termination of employment without "Good
          Reason" (as defined in the Employment Agreement); or

               (iii) in the case of the Participant's termination of employment
          for death or disability (within the meaning of section 22(e)(3) of the
          Code), one year following such termination.

          (b) Method of Exercise.

               (i) Subject to Section 3(a) of this Agreement, the Option may be
exercised by delivering to the Company at its principal office written notice of
intent to so exercise; PROVIDED that, the Option may be exercised with respect
to whole Shares

<Page>

                                                                               3

only. Such notice shall specify the number of Shares for which the Option is
being exercised and shall be accompanied by payment in full of the Exercise
Price. The payment of the Exercise Price may be made in cash, or its equivalent,
or (x) by exchanging Shares owned by the Participant (which are not the subject
of any pledge or other security interest and which have been owned by the
Participant for at least 6 months), (y) subject to such rules as may be
reasonably established by the Committee, through delivery of irrevocable
instructions to a broker to sell a portion of the Shares otherwise deliverable
upon the exercise of the Option and to deliver promptly to the Company an amount
equal to the aggregate exercise price of the portion of the Option so exercised
or (z) by a recourse promissory note and agreement of the Participant providing
for the payment with interest of the unpaid balance accruing at a rate not less
than needed to avoid the imputation of income under section 7872 of the Code and
upon such terms and conditions (including the furnishing of security, if any
therefor) as the Committee may determine, or by a combination of the foregoing.

               (ii) Notwithstanding any other provision of the Plan or this
Agreement to the contrary, the Option may not be exercised prior to the
completion of any registration or qualification of the Option or the Shares
under applicable state and federal securities or other laws, or under any ruling
or regulation of any governmental body or national securities exchange that the
Committee shall in its sole discretion determine to be necessary or advisable.

               (iii) Upon the Company's determination that the Option has been
validly exercised as to any of the Shares, the Company shall issue certificates
in the Participant's name for such Shares. However, the Company shall not be
liable to the Participant for damages relating to any delays in issuing the
certificates to him, any loss of the certificates, or any mistakes or errors in
the issuance of the certificates or in the certificates themselves.

               (iv) In the event of the Participant's death, the Option shall
remain exercisable by the Participant's executor or administrator, or the person
or persons to whom the Participant's rights under this Agreement shall pass by
will or by the laws of descent and distribution as the case may be, to the
extent set forth in Section 3(a) of this Agreement. Any heir or legatee of the
Participant shall take rights herein granted subject to the terms and conditions
hereof.

     4. NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor this Agreement
shall be construed as giving the Participant the right to be retained in the
employ of, or in any consulting relationship to, the Company or any Affiliate.
Further, the Company or an Affiliate may at any time dismiss the Participant or
discontinue any consulting relationship, free from any liability or any claim
under the Plan or this Agreement, except as otherwise expressly provided herein.

     5. LEGEND ON CERTIFICATES. The certificates representing the Shares
purchased by exercise of the Option shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under the Plan
or the rules, regulations, and other requirements of the Securities and Exchange
Commission, any stock exchange upon

<Page>

                                                                               4

which such Shares are listed, and any applicable Federal or state laws, and the
Committee may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.

     6. TRANSFERABILITY. The Option may not be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by the Participant
otherwise than by will or by the laws of descent and distribution, and any such
purported assignment, alienation, pledge, attachment, sale, transfer or
encumbrance shall be void and unenforceable against the Company or any
Affiliate; provided that the designation of a beneficiary shall not constitute
an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No
such permitted transfer of the Option to heirs or legatees of the Participant
shall be effective to bind the Company unless the Committee shall have been
furnished with written notice thereof and a copy of such evidence as the
Committee may deem necessary to establish the validity of the transfer and the
acceptance by the transferee or transferees of the terms and conditions hereof.
During the Participant's lifetime, the Option is exercisable only by the
Participant.

     Notwithstanding the foregoing, the vested portion of this Option, insofar
as such vested portion is not intended to be treated as an Incentive Stock
Option that complies with section 422 of the Internal Revenue Code of 1986, as
amended, may be transferred by the Participant (the "Grantee") without
consideration, subject to such rules as the Committee may adopt to preserve the
purposes of the Plan, to:

          (A) any or all of the Grantee's spouse, children or grandchildren
          (including adopted and stepchildren and grandchildren) (collectively,
          the "Immediate Family");

          (B) a trust solely for the benefit of the Grantee and/or his or her
          Immediate Family (a "Family Trust"); or

          (C) a partnership or limited liability company whose only partners or
          shareholders are the Grantee and/or his or her Immediate Family and/or
          a Family Trust;

     (each transferee described in clauses (A), (B) and (C) above is hereinafter
     referred to as a "Permitted Transferee"); PROVIDED that the Grantee gives
     the Committee advance written notice describing the terms and conditions of
     the proposed transfer and the Committee notifies the Grantee in writing
     that such a transfer would comply with the requirements of the Plan and
     this Agreement.

          If any portion of this Option is transferred in accordance with the
     immediately preceding sentence, the terms of this Option shall apply to the
     Permitted Transferee and any reference in this Agreement to an optionee,
     Grantee or Participant shall be deemed to refer to the Permitted
     Transferee, except that (a) Permitted Transferees shall not be entitled to
     transfer this Option, other than by will or the laws of descent and
     distribution; (b) Permitted Transferees shall not be entitled to exercise
     the transferred Option unless there shall be in effect a

<Page>

                                                                               5

     registration statement on an appropriate form covering the shares to be
     acquired pursuant to the exercise of such Option if the Committee
     determines that such registration statement is necessary or appropriate,
     (c) the Committee or the Company shall not be required to provide any
     notice to a Permitted Transferee, whether or not such notice is or would
     otherwise have been required to be given to the Grantee under the Plan or
     otherwise and (d) the consequences of termination of the Grantee's
     employment by, or services to, the Company under the terms of the Plan and
     this Agreement shall continue to be applied with respect to the Grantee,
     following which the Option shall be exercisable by the Permitted Transferee
     only to the extent, and for the periods, specified in the Plan and this
     Agreement.

     7. WITHHOLDING.

          (a) The Participant may be required to pay to the Company or any
Affiliate and the Company or any Affiliate shall have the right and is hereby
authorized to withhold from any Shares or other property deliverable under the
Option or from any compensation or other amount owing to a Participant the
amount (in cash, Shares, or other property) of any applicable withholding taxes
in respect of the Option, its exercise, or any payment or transfer under the
Option or under the Plan and to take such other action as may be necessary in
the opinion of the Company to satisfy all obligations for the payment of such
taxes.

          (b) Without limiting the generality of Section 7(a) above, the
Participant may satisfy, in whole or in part, the foregoing withholding
liability by delivery of Shares owned by the Participant (which are not subject
to any pledge or other security interest and which have been owned by the
Participant for at least 6 months) with a Fair Market Value equal to such
withholding liability or by having the Company withhold from the number of
Shares otherwise issuable pursuant to the exercise of the option a number of
Shares with a Fair Market Value equal to such withholding liability.

          (c) The Company may, as a condition of Option exercise, require that
satisfactory arrangements have been made in advance to satisfy all tax
withholding obligations.

     8. SECURITIES LAWS. Upon the acquisition of any Shares pursuant to the
exercise of the Option, the Participant will make or enter into such written
representations, warranties and agreements as the Committee may reasonably
request in order to comply with applicable securities laws or with this
Agreement.

     9. NOTICES. Any notice necessary under this Agreement shall be addressed to
the Company in care of its Secretary at the principal executive office of the
Company and to the Participant at the address appearing in the personnel records
of the Company for the Participant or to either party at such other address as
either party hereto may hereafter designate in writing to the other. Any such
notice shall be deemed effective upon receipt thereof by the addressee.

<Page>

                                                                               6

     10. CHOICE OF LAW. THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAW.

     11. ANTI-DILUTION. If there occurs any consolidation or merger of the
Company with or into any other person or entity (other than a merger
consolidation of the Company in which the Company is the continuing corporation
and which does not result in any reclassification or change of the outstanding
Shares) or sale, transfer or other disposition of all or substantially all of
the assets of the Company to another person or entity, then each Option shall
thereafter be exercisable into the same kind and amount of securities (including
shares of stock) or other assets, or both, which were issuable or distributable
to holders of outstanding Shares upon such consolidation, merger, sale or
conveyance in respect of that number of Shares into which the Options might have
been converted immediately prior to such consolidation, merger, sale or
conveyance and in any such case appropriate adjustments shall be made to insure
that the provisions set forth herein shall be thereafter applicable as
reasonably may be practicable in relation to any securities or other assets
thereafter deliverable upon exercise of the Options. In addition, in the event
the Change of Control (as defined in the Plan) or a Change of Control (as
defined in the Employment Agreement) which resulted (or would result upon
consummation) in the Options vesting pursuant to Section 2 of this Agreement is
a tender offer or exchange offer, the Company, at the Participant's option,
shall (i) in the case of a cash tender offer, pay the Participant the difference
between the cash consideration in the tender offer and the exercise price of the
Options and (ii) in the case of any other tender offer or exchange offer,
provide, notwithstanding the provisions of Section 2 hereof, that the
Participant shall be permitted to exercise the Options immediately prior to the
consummation of such tender offer or exchange offer so that the Participant may
tender any or all of the Shares received upon exercise of the Options in such
tender offer or exchange offer.

     12. OPTION SUBJECT TO PLAN. By entering into this Agreement the Participant
agrees and acknowledges that the Participant has received and read a copy of the
Plan. The Option is subject to the Plan including without limitation the
anti-dilution provisions set out in Section 4(b) thereof. The terms and
provisions of the Plan as it may be amended from time to time are hereby
incorporated herein by reference. In the event of a conflict between any term or
provision contained herein and a term or provision of the Plan, the applicable
terms and provisions of the Plan will govern and prevail.

     13. DISQUALIFYING DISPOSITION. The Participant agrees and covenants that if
he disposes of any of the Shares acquired pursuant to the exercise of this
Option in a "disqualifying disposition," as described in section 422 of the
Code, he will immediately contact the Company to inform it of such event.

     14. RIGHTS AS STOCKHOLDER. The Participant shall not be deemed to be the
owner of any Shares subject to this Option unless, until and to the extent that
(i) this Option shall have been exercised pursuant to its terms, (ii) the
Company shall have issued and delivered to the Participant the Shares, and (iii)
the Participant's name shall have been

<Page>

                                                                               7

entered as a stockholder of record with respect to such Shares on the books of
the Company.

     15. SIGNATURE IN COUNTERPARTS. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

     16. SUCCESSORS. The terms of the Agreement shall be binding upon and inure
to the benefit of the Company, its successors and assigns, and of the
Participant and the beneficiaries, executors, administrators, heirs and
successors of the Participant.

     17. INVALID PROVISION. The invalidity or unenforceability of any particular
provision hereof shall not affect the other provisions hereof, and the Agreement
shall be construed in all respects as if such invalid or unenforceable provision
had been omitted.

     18. MODIFICATIONS. No change, modification or waiver of any provision of
the Agreement shall be valid unless the same be in writing and signed by the
parties hereto.

     19. ENTIRE AGREEMENT. The Agreement and the Plan contain the entire
agreement and understanding of the parties hereto with respect to the subject
matter contained herein and therein and supersede all prior communications,
representations and negotiations in respect thereto.

<Page>

                                                                               8

     20. HEADINGS. The headings of the Sections hereof are provided for
convenience only and are not to serve as a basis for interpretation or
construction, and shall not constitute a part, of the Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

                              PENN TRAFFIC COMPANY


                              ----------------------------
                              By:
                              Title:

                              PARTICIPANT


                              ----------------------------



<Page>

                                                                       Exhibit B















                            THE PENN TRAFFIC COMPANY


                          SUPPLEMENTAL RETIREMENT PLAN


                                       FOR


                                  MARTIN A. FOX










<Page>



                                TABLE OF CONTENTS

<Table>
<S>                                                                           <C>
ARTICLE I ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN                   1
1.1      Establishment........................................................1
1.2      Purpose..............................................................1
1.3      Effective Date.......................................................1

ARTICLE II DEFINITIONS                                                        1
2.1      Definitions..........................................................1
2.2      Other Defined Terms..................................................3
2.3      Gender and Number....................................................3

ARTICLE III VESTING                                                           4
3.1      Vesting..............................................................4

ARTICLE IV ACCOUNTS AND CREDITS TO ACCOUNTS                                   4
4.1      Accounts.............................................................4
4.2      Basic Pay-Based Credits..............................................4
4.3      Interest Credits.....................................................4
4.4      Opening Account Balance..............................................5

ARTICLE V RETIREMENT BENEFITS                                                 5
5.1      Retirement Benefit...................................................5
5.2      Payment of Retirement Benefit........................................5
5.3      Death Prior to Retirement............................................5

ARTICLE VI CLAIMS PROCEDURE                                                   6
6.1      Written Request......................................................6

ARTICLE VII GENERAL PROVISIONS                                                6
7.1      Administration.......................................................6
7.2      Funding..............................................................6
7.3      No Employment Contract...............................................7
7.4      Spendthrift Provision................................................7
7.5      Binding Effect.......................................................7
7.6      Applicable Law.......................................................7
7.7      Withholding..........................................................7
7.8      Severability.........................................................8
7.9      Termination of the Plan..............................................8
7.10     Titles and Headings Not to Control...................................8
</Table>


<Page>









                            THE PENN TRAFFIC COMPANY
                          SUPPLEMENTAL RETIREMENT PLAN
                                       FOR
                                  MARTIN A. FOX



                                    ARTICLE I
                ESTABLISHMENT, PURPOSE AND EFFECTIVE DATE OF PLAN

1.1      ESTABLISHMENT. The Penn Traffic Company ("Company"), a Delaware
         corporation, hereby establishes a supplemental retirement program for
         Martin A. Fox, which shall be known as The Penn Traffic Company
         Supplemental Retirement Plan For Martin A. Fox ("Plan").

1.2      PURPOSE. The purpose of the Plan is to provide Martin A. Fox with
         retirement income. Payment of the retirement benefit under this Plan
         shall be made from the general assets of the Company, or by such other
         method as is consistent with Section 7.2 of this Plan and which is
         agreed to by the Executive and the Company. The Plan supersedes, and
         replaces all benefits due to Martin A. Fox under The Penn Traffic
         Company Supplemental Retirement Plan For Non-Employee Executives.

1.3      EFFECTIVE DATE. The Plan shall be effective as of June 29, 1999.

                                   ARTICLE II
                                   DEFINITIONS

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

         (A)      "Account" means the bookkeeping account established and
                  maintained with respect to an Executive pursuant to
                  Section 4.1.

         (B)      "Account Value" means, on any given date the value of
                  Executive's Account as determined under Article IV.
<Page>
                                                                               2



         (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 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 Compensation and Stock Option Committee
                  of the Board.

         (G)      "Company" means The Penn Traffic Company, a Delaware
                  corporation.

         (H)      "Compensation" means $500,000 per annum, prorated by days for
                  the short year in which his Termination Date occurs.

         (I)      "Corporate Plan" means The Penn Traffic Company Cash Balance
                  Pension Plan.

         (J)      "Disability" means being Disabled under the terms of the
                  Employment Agreement.

         (K)      "Effective Date" means June 29, 1999.

         (L)      "Executive" means Martin A. Fox.

         (M)      "Interest Credits" means additions to an Executive's Account
                  determined pursuant to Section 4.3.

         (N)      "Employment Agreement" means the employment agreement between
                  the Company and Executive dated January 31, 2000, and any
                  extension or renewal thereof, or successor agreement thereto.

         (O)      "Opening Account Balance" means the initial bookkeeping
                  account established pursuant to Section 4.4 of the Plan.


<Page>
                                                                               3


         (P)      "Pay-Based Credit" means additions to an Executive's Account
                  determined pursuant to Section 4.2.

         (Q)      "Plan" means The Penn Traffic Company Supplemental Retirement
                  Plan for Martin A. Fox, as amended from time to time.

         (R)      "Plan Year" means the period June 29, 1999 through December
                  31, 1999 and each subsequent twelve-month period from January
                  1 through December 31 for which this Plan is in effect.

         (S)      "Retirement Benefit" means the benefit payable to the
                  Executive on or after his Termination Date, but prior to his
                  death, pursuant to Article V of the Plan.

         (T)      "Termination Date" means the date on which the Executive
                  ceases to provide services to the Company under the Employment
                  Agreement for any reason.

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. All benefits under this Plan shall be fully vested and
         nonforfeitable at all times.

                                   ARTICLE IV
                        ACCOUNTS AND CREDITS TO ACCOUNTS


<Page>
                                                                               4


4.1      ACCOUNTS. On the Effective Date, the Account shall be credited with an
         Opening Account Balance in accordance with Section 4.4.

4.2      BASIC PAY-BASED CREDITS. An Executive shall accrue a Pay-Based Credit
         under this Section 4.2 for each Plan Year. The amount of the Pay-Based
         Credit for an Executive shall be three percent (3%) of the Executive's
         Compensation for such Plan Year. The determination of the amount
         creditable hereunder for a Plan Year shall be made as of the last day
         of the Plan Year.

4.3      INTEREST CREDITS. Each Plan Year each Executive's Account shall be
         automatically increased as of the last day of such Plan Year by
         crediting the balance in such Account as of the last day of the
         previous Plan Year (or, in the case of the first Plan Year, as of the
         Effective Date), with an Interest Credit equal to said Account balance
         multiplied by 5%. Such Interest Credits shall continue after the
         Executive's Termination Date, provided, however, that no Interest
         Credits shall be made to an Executive's Account for any Plan Year
         beginning on or after the date on which his benefit is paid. For the
         Plan Year in which the Executive's benefit is paid, an Interest Credit
         shall be made on a pro rata basis through the end of the month prior to
         the month in which the date of benefit is paid.

4.4      OPENING ACCOUNT BALANCE. Executive shall have an Opening Account
         Balance as of the Effective Date of $175,000, which shall be reflected
         in an initial bookkeeping account established on his behalf.

                                    ARTICLE V
                               RETIREMENT BENEFITS

5.1      RETIREMENT BENEFIT. Executive's Retirement Benefit on any given date
         shall be the Executive's Account Value as of such date.


<Page>
                                                                               5


5.2      PAYMENT OF RETIREMENT BENEFIT. On the first day of the month following
         the month in which the Termination Date occurs, Executive shall receive
         payment of his Account Balance in a lump sum payment; provided that if
         the Termination Date occurs prior to January 1, 2003, the payment of
         Executive's Account Balance shall be made on the first business day of
         January, 2003.

5.3      DEATH PRIOR TO RETIREMENT. If the Executive dies prior to the
         commencement of any benefit payments under this Plan whether before or
         after his Termination Date, the Executive's Beneficiary shall be
         entitled to payment of a death benefit as of the first day of any month
         after the Executive's death. The death benefit shall be payable in a
         single lump sum in an amount which is the Executive's Account Value at
         the date of his death increased by any Interest Credits made under the
         Plan prior to the date on which distribution of the benefit is made or
         commences.

                                   ARTICLE VI
                                CLAIMS PROCEDURE

6.1      WRITTEN REQUEST. Any claim for benefits by the Executive or his
         Beneficiaries shall be made in writing to the Committee. In this
         Article VI, the Executive and his Beneficiaries are referred to
         collectively as claimants.

                                   ARTICLE VII
                               GENERAL PROVISIONS

7.1      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 certificates, opinions and reports furnished by any
         accountant, controller, counsel or other person employed or engaged by
         the Company with respect to the Plan.


<Page>
                                                                               6


7.2      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 Martin A. Fox and thus
         would not be subject to the Employee Retirement Income Security Act of
         1974, as amended ("ERISA"). However, if the plan is interpreted to be
         subject to ERISA, it is the intention of the parties that this Plan 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 ERISA.

7.3      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 limitation on the right of the Company to terminate,
         discontinue, or fail to renew or extend the Employment Agreement,
         subject to the terms and conditions thereof, and without regard to the
         effect that such discontinuity may have upon the Executive's rights or
         potential rights, if any, under this Plan.

7.4      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

<Page>
                                                                               7


         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 for alimony, support, separate maintenance and claims
         in bankruptcy proceedings.

7.5      BINDING EFFECT. This Plan shall be binding upon and inure to the
         benefit of the Executives, his Surviving Spouse and Beneficiaries, the
         Company and any successor to the Company, whether by merger,
         consolidation, purchase, or otherwise.

7.6      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, if it is determined that the Plan is subject to
         ERISA.

7.7      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 Executive's employer may be required to
         withhold by law. In addition, as the Retirement Benefit accrues during
         the period of time that the Executive provides services to the Company
         under the Employment Agreement, the regular payments that the Company
         makes to Executive with respect to the Executive's services to the
         Company shall be subject to FICA or other employee payroll, withholding
         or other similar taxes which the Company may be required by law to
         withhold on the accrual of benefits.

7.8      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

<Page>
                                       8


         provision, or any part thereof, shall not affect the validity and
         enforceability of any other Plan provision or any part thereof.

7.9      TERMINATION OF THE PLAN. The Company intends to maintain this Plan
         until all benefit payments are made pursuant to the Plan. The Company
         may not amend or terminate the Plan without the written consent of
         Executive.

7.10     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 than such titles or headings, shall control.

                            THE PENN TRAFFIC COMPANY

                            By:
                               -------------------------------------



<Page>
                                                                               9




                            THE PENN TRAFFIC COMPANY

                           EXECUTIVES' RETIREMENT PLAN

                             BENEFICIARY DESIGNATION
                             -----------------------


Executive:
          ---------------------------------------------------------------------

Social Security Number:
                       ----

Primary Beneficiary:
                    ------------------------------------------------------------

Social Security Number:
                       ----

Relationship:
             -------------------------------------------------------------------

Address:
        ------------------------------------------------------------------------

INSTRUCTION: USE THE FOLLOWING SPACE TO PROVIDE THIS SAME INFORMATION ABOUT
ADDITIONAL PRIMARY BENEFICIARIES, IF YOU WISH TO NAME MORE THAN ONE PRIMARY
BENEFICIARY. FOLLOWING THIS SAME INSTRUCTION BELOW, IF YOU WISH TO NAME MORE
THAN ONE CONTINGENT BENEFICIARY.

Contingent Beneficiary:
                       ----

Social Security Number:
                       ----

Relationship:
             -------------------------------------------------------------------

Address:
        -----------------------------------------------------------------------

Date:
     ---------------------------------------------------------------------------





</TEXT>
</DOCUMENT>
