GRAND UNION CO /DE/
EXHIBIT 10.3
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<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 10.3
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                                                                  Execution Copy
November 6, 2000

Gary M. Philbin

Re:  Amendment to Employment Agreement dated April 13, 2000

Dear Gary:


The following sets forth the agreement between you and The Grand Union Company,
a Delaware corporation (the "Company"), regarding the terms of the amendment
("Amendment") to the employment agreement between you and the Company dated
April 13, 2000 (the "Employment Agreement"). In this regard, the Employment
Agreement is amended such that the amount of the Termination Payments set forth
in paragraphs 7(a) and 7 (b) are deleted and replaced in the aggregate by the
termination payments set forth in the Sale Bonus Agreement dated November 6,
2000 and the Retention Bonus Agreement dated November 6, 2000. Accordingly, you
are eligible for the Sale Bonus Payments and Retention Bonus Payments pursuant
to the terms of those agreements and are no longer eligible for the Termination
Payments under your Employment Agreement. In the event you are Involuntarily
Terminated, as such term is defined in the Sale Bonus and Retention Bonus
Agreements, you shall receive such Retention Bonus Payments within three (3)
days of the date of such Involuntary Termination and shall receive such Sale
Bonus Payments upon a Change in Control, as such term is defined in the Sale
Bonus Agreement. If your employment is not terminated, you shall receive the
Sale Bonus Payments and Retention Bonus Payments as set forth in those
agreements. The Employment Agreement is further amended by deleting the
following paragraphs: (i) paragraph 3(d) relating to SERP eligibility and (ii)
paragraph 4 and attachment A relating to stock options. The Employment Agreement
is clarified to indicate that (i) under paragraph 3(b) the minimum performance
threshold under the Bonus Plan for Fiscal Year 2001 is $77,000,000 of EBITDA and
(ii) Change of Control as defined in the Employment Agreement includes a sale of
substantially all of the Company's assets or a change of ownership effectuated
through a bankruptcy proceeding.

All other terms of your Employment Agreement shall continue in full force and
effect and the October 2, 2000 amendment of your Employment Agreement is null
and void and shall be of no effect. This Amendment has been approved by the
Board and by the Bankruptcy Court and all amounts payable hereunder shall be
paid as an administrative expense in such Bankruptcy proceeding.

                             Sincerely,


                             The Grand Union Company


                             By: ______________________
                             Name: Glenn J. Smith
                             Senior VP, General Counsel and Corporate Secretary




Agreed to as of this 6th day of November, 2000.




_____________________________
Gary Philbin


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