Pathmark Stores, Inc.

October 25, 2000

Mr. John Derderian

c/o Pathmark Stores, Inc.

200 Milik Street

Carteret, New Jersey 07008

Employment Agreement

Dear John:

The following sets forth the agreement between Pathmark Stores, Inc. (the "Company") and you regarding the terms and conditions of your employment as an officer and employee of the Company during the Term.

1.           Term of Employment Under the Agreement. The term of this Agreement (the "Term") shall commence on November 1, 2000 (the "Effective Date") and shall continue until the second anniversary of the Effective Date; provided, however, that, commencing on November 1, 2001 and on each successive November 1^st thereafter (each a "Renewal Date"), the Term shall automatically extend for one additional year, unless at least thirty days prior to the next Renewal Date the Company has delivered to you or you have delivered to the Company written notice of the desire not to extend the Term. For purposes of this Agreement, "Fiscal Year" means the Company's fiscal year. Subject to the provisions of Section 4 below, either party may terminate your employment under this Agreement at any time.

2.           Employment During the Term. During the Term, you shall be employed as a Senior Vice President of the Company, and your duties and responsibilities to the Company shall be consistent in all respects with such position. In addition, pursuant to this Agreement, in the sole discretion of the Company and for no additional consideration, you agree to serve as an officer of any subsidiary or parent corporation of the Company. You shall devote substantially all of your business time, attention, skills and efforts exclusively to the business of the Company, other than de minimis amounts of time devoted by you to the management of your personal finances or to engaging in charitable or community services. Your principal place of employment shall be the executive offices of the Company, although you understand and agree that you will be required to travel from time to time for business purposes.

(a)         Salary. As compensation to you for all services rendered to the Company, the Company will pay you a base salary (the "Salary") at the rate of $149,350.00 per annum, which will be reviewed annually by the Chief Executive Officer of the Company and may be increased but not decreased by the Board of Directors of the Company (the "Board") or a duly appointed committee of the Board (the "Committee") on the basis of the recommendation of the Chief Executive Officer. Hereinafter any reference to the Board shall be interpreted to mean either the Board or, in the event that the Board has delegated its authority or responsibility in such context to the Committee, the Committee. Your Salary will be paid to you in accordance with the Company's regular payroll practices.

                              (b)         Annual Bonus. During the Term, you shall be eligible to participate in the Company's Executive Incentive Plan (the "EIP"). Under the EIP, for the first Fiscal Year ending during the Term, you will be eligible to earn an annual bonus (the "Annual Bonus") of up to 55% of your actual Salary earned during the applicable Fiscal Year (the "Maximum Bonus Amount"), based on targets set by the Board for your Annual Bonus for such Fiscal Year. The Maximum Bonus Amount will be reviewed annually by the Board and may be increased but not decreased pursuant to such review. The Maximum Bonus Amount for any partial Fiscal Year occurring during the Term shall be prorated. The Annual Bonus earned by you for any Fiscal Year will be paid to you within 120 days following the end of such Fiscal Year.

(c)         Benefits. During the Term, you shall be eligible to participate in each pension, welfare and fringe benefit program made available generally to executives of the Company in accordance with the terms and provisions of each such program; provided, however, that the Company shall not be obligated to provide any supplemental retirement plan or any similar arrangement to you.

(d)        Business Expenses. The Company will reimburse you upon presentation by you of appropriate documentation for business expenses reasonably incurred by you in connection with the performance of your duties under this Agreement.

4.           Effect of Termination of Employment. Definitions of terms first used and not otherwise defined in this Section 4 are set forth in Section 4(g).

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