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<SEC-DOCUMENT>0000105418-08-000008.txt : 20080306
<SEC-HEADER>0000105418-08-000008.hdr.sgml : 20080306
<ACCEPTANCE-DATETIME>20080306163945
ACCESSION NUMBER:		0000105418-08-000008
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20080301
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
FILED AS OF DATE:		20080306
DATE AS OF CHANGE:		20080306

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WEIS MARKETS INC
		CENTRAL INDEX KEY:			0000105418
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-GROCERY STORES [5411]
		IRS NUMBER:				240755415
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1226

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05039
		FILM NUMBER:		08671439

	BUSINESS ADDRESS:	
		STREET 1:		1000 S SECOND ST
		STREET 2:		PO BOX 471
		CITY:			SUNBURY
		STATE:			PA
		ZIP:			17801
		BUSINESS PHONE:		570-286-4571

	MAIL ADDRESS:	
		STREET 1:		1000 S SECOND ST
		STREET 2:		PO BOX 471
		CITY:			SUNBURY
		STATE:			PA
		ZIP:			17801
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>weis8k03012008.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT - DAVID J. HEPFINGER
<TEXT>
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    <p align="center"><font face="Times New Roman"><b>UNITED
    STATES<br clear="left">
     SECURITIES AND EXCHANGE&nbsp;COMMISSION<br clear=
    "left"></b></font>Washington, D.C. 20549<font size="3"
          face="Times New Roman"><b><br clear=
          "left"></b></font></p>

    <p align="center"><font size="4"
          face="Times New Roman"><b>FORM 8-K</b></font></p>

    <p align="center"><font size="3"
          face="Times New Roman"><b>CURRENT REPORT<br clear="left">
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
    of 1934</b><br clear="left"></font></p>

    <p align="center"><font size="3"
          face="Times New Roman"><b><u>March 1,
          2008</u></b></font></p>

    <p align="center"><font size="3"
          face="Times New Roman">Date of Report (Date of earliest
          event reported)<br clear="left">
     ______________________________________________________</font></p>

    <p align="center"><font size="5"
          face="Times New Roman"><b>WEIS MARKETS,
          INC.</b></font><font size="3"
          face="Times New Roman"><br clear="left">
     (Exact name of registrant as specified in its
    charter)<br clear="left">
     ______________________________________________________</font></p>

    <p align="center">&nbsp;</p>

    <p align="center"><font face=
    "Times New Roman"><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <u>Pennsylvania</u></b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <b><u>1-5039</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <u>24-0755415</u></b><br clear="left"></font><font size="3"
          face="Times New Roman">(State or other
          jurisdiction&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Commission&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(IRS
          Employer<br clear="left">
     &nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;of
    incorporation)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;File
    Number)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Identification
    No.)<br clear="left"></font></p>

    <p align="center"><font face="Times New Roman"><b><u>1000 South
    Second Street, Sunbury, PA 17801</u></b><br clear="left">
     (Address of principal executive offices) (Zip
        Code)<br clear="left"></font></p>

    <p align="center"><font face="Times New Roman"><b><u>(570)
    286-4571</u></b><br clear="left">
     Registrant's telephone number, including area
        code<br clear="left"></font></p>

    <p align="center"><font face=
    "Times New Roman"><b><u>N/A</u></b><br clear=
    "left"></font>(Former name or former address, if changed since
    last report.)</p>

    <p align="center">&nbsp;</p>

    <p><font face="Times New Roman">Check the appropriate box below
    if the Form 8-K filing is intended to simultaneously satisfy
    the filing obligation of the registrant under any of the
    following provisions (see General Instruction A.2.
    below):</font></p>

    <p><font face="Times New Roman">[ ] Written communications
    pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)<br clear="left">
     [ ] Soliciting material pursuant to Rule 14a-12 under the
    Exchange Act (17 CFR 240.14a-12)<br clear="left">
     [ ] Pre-commencement communications pursuant to Rule 14d-2(b)
    under the Exchange Act (17 CFR 240.14d-2(b))<br clear="left">
     [ ] Pre-commencement communications pursuant to Rule 13e-4(c)
    under the Exchange Act (17 CFR 240.13e-4(c))</font></p>

    <p>&nbsp;</p>
    <hr>

    <p><b><font size="3"><b>Item 5.02. Departure of Directors or
    Certain Officers; Election of Directors; Appointment of Certain
    Officers; Compensatory Arrangements of Certain
    Officers.</b></font></b></p>

    <p><font size="3">On March 1, 2008, the Company entered into a
    two-year Employment Agreement with David J. Hepfinger, to serve
    as its President and Chief Operating Officer. The Employment
    Agreement is filed herewith as Exhibit 10.1 and is incorporated
    herein by reference.</font></p>

    <p><b><font size="3"><b>Item 9.01. Financial Statements and
    Exhibits.</b></font></b></p>

    <p><font size="3">(c) <u>Exhibits</u>. The following exhibit is
    filed herewith:</font></p>

    <table cellspacing="0"
           cellpadding="5">
        <tr>
            <td width="76"
                align="left"
                valign="top"
                bgcolor="#FFFFFF"><font size="3">Exhibit
                <u>Number</u></font></td>

            <td width="532"
                align="left"
                valign="top"
                bgcolor="#FFFFFF"><font size="3"><br clear="left">
             <u>Description</u></font></td>
        </tr>

        <tr>
            <td align="left"
                valign="top"
                bgcolor="#FFFFFF"><font size="3">10.1</font></td>

            <td align="left"
                valign="top"
                bgcolor="#FFFFFF"><font size="3">Employment
                Agreement with David J. Hepfinger effective March
                1, 2008.</font></td>
        </tr>
    </table>
    <hr>

    <p align="center"><font face=
    "Times New Roman"><b>SIGNATURES</b></font></p>

    <p><font face="Times New Roman">Pursuant to the requirements of
    the Securities Exchange Act of 1934, the Registrant has duly
    caused this report to be signed on its behalf by the
    undersigned hereunto duly authorized.</font></p>

    <p align="right"><font face="Times New Roman">WEIS MARKETS,
    INC.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></p>

    <p><font face="Times New Roman">Dated:</font> March 6, 2008</p>

    <p align="right"><font face="Times New Roman">By: <u>&nbsp;/s/
    William R.
    Mills&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br clear="left">
    </font> William R.
    Mills&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br clear="left">

     Senior Vice President, Treasurer and
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br clear="left">

     Chief Financial
    Officer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>

    <p align="right">&nbsp;</p>

    <p>&nbsp;</p>

    <p align="center"><font size="3">EMPLOYMENT
    AGREEMENT</font></p>

    <p><font size=
    "3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font><font size="3"
          face="Times New Roman">THIS AGREEMENT, dated March 1,
          2008 and effective as of the same date by and between
          WEIS MARKETS, INC., a Pennsylvania corporation (the
          "Company"), and David J. Hepfinger (the
          "Executive").<br clear="left"></font></p>

    <p align="center"><font size="3">WITNESSETH THAT:<br clear=
    "left"></font></p>

    <p><font size=
    "3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font><font size="3"
          face="Times New Roman">WHEREAS, the Company wishes to
          hire the Executive as President and Chief Operating
          Officer of the Company, and the Executive desires to be
          employed to serve in such capacity or capacities as Board
          of Directors of the Company (the "Board") or the Chairman
          of the Board (the "Chairman") may from time to time
          determine, and the Executive is willing to serve in such
          capacity or capacities, on the terms and conditions
          herein set forth;</font><font size="3"><br clear=
          "left"></font></p>

    <p><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE,
    in consideration of the mutual covenants herein contained, the
    parties hereto, each intending to be legally bound hereby,
    agree as follows:<br clear="left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.</font>
          <font size="3">&nbsp;<u>Employment.</u> The Company
          agrees to employ the Executive, and the Executive agrees
          to be employed by the Company, for the Term provided in
          Paragraph 3(a) below and upon the other terms and
          conditions hereinafter provided. The Executive hereby
          represents and warrants that he has the legal capacity to
          execute and perform this Agreement, that it is a valid
          and binding agreement, enforceable against him according
          to its terms, and that its execution and performance by
          him do not violate the terms of any existing agreement or
          understanding to which the Executive is a party.<br clear=
          "left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.</font>
          <font size="3">&nbsp;&nbsp;<u>Position and
          Responsibilities.</u> During the Term, the Executive
          agrees to serve as President and Chief Operating Officer
          of the Company or in such other executive capacity or
          capacities for the Company and/or any of its subsidiaries
          or affiliated companies as the Board or the Chairman may
          from time to time determine. The Executive also agrees to
          serve, if elected and without additional compensation, as
          a member of the Board and/or as an officer and director
          of any other parent, subsidiary or affiliate of the
          Company.<br clear="left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;</font>
          <font size="3"><u>Term and Duties</u>.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">a)</font> <font size="3"><u>Term
          of Agreement</u>. The term of the Executive's employment
          under this Agreement shall commence on March 1, 2008 and
          shall continue thereafter through February 28, 2010 (the
          "Term").<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">b)</font> <font size=
          "3"><u>Duties</u>. During the Term, and except for
          illness or incapacity and reasonable vacation periods of
          not less than four weeks in any calendar year (or such
          greater periods as shall be consistent with the Company's
          policies for other key executives), the Executive shall
          devote all of his business time, attention, skill and
          efforts exclusively to the business and affairs of the
          Company and its subsidiaries and affiliates, shall not be
          engaged in any other business activity, and shall perform
          and discharge well and faithfully the duties which may be
          assigned to him from time to time by the Board or the
          Chairman; <u>provided</u>, <u>however</u>, that nothing
          in this Agreement shall preclude the Executive from
          devoting time during reasonable periods required
          for:<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">i)</font> <font size=
          "3">Delivering lectures and fulfilling speaking
          engagements;<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">ii)</font> <font size="3">Engaging
          in charitable and community activities; and<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">iii)</font> <font size=
          "3">Investing his personal assets in businesses in which
          his participation is solely that of an investor in such
          form or manner as will not violate Section 7 below or
          require any services on the part of the Executive in the
          operation or the affairs of such business,
          <u>provided</u>, <u>however,</u> that such activities do
          not materially affect or interfere with the performance
          of the Executive's duties and obligations to the
          Company.<br clear="left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.</font>
          <font size="3"><u>Compensation</u>. For all services
          rendered by the Executive in any capacity required
          hereunder during the Term, including, without limitation,
          services as an executive officer, director, or member of
          any committee of the Company or any subsidiary, affiliate
          or division thereof, the Executive shall be compensated
          as set forth below:<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">a)</font> <font size="3"><u>Base
          Salary</u>. The Executive shall be paid a fixed salary
          ("Base Salary") of $500,000 per annum as of the effective
          date of this Agreement. The Base Salary amount is subject
          to periodic review and adjustment by the Board or its
          Executive Compensation Committee but shall not be less
          than $500,000 per annum during the Term of this
          Agreement. Base Salary shall be payable in accordance
          with the customary payroll practices of the Company, but
          in no event less frequently than monthly.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">b)</font> <font size=
          "3"><u>Bonus</u>. The Executive shall be eligible to
          participate in such annual or long-term bonus or
          incentive plans as the Company shall from time to time
          maintain for its senior executives. The basis for the
          Executive's participation shall be the same as for other
          similarly situated executives, and it is understood that
          awards under any such plan may be discretionary. In
          addition, the Executive, may earn a supplemental cash
          incentive based upon the positive increase in the per
          share price of the Company's common stock in each fiscal
          year multiplied by the equivalent of 20,000 shares. The
          supplemental cash incentive is contingent upon the
          Executive's continued employment with the Company during
          each fiscal year.<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">c)</font> <font size=
          "3"><u>Equity-Based Compensation</u>. The Executive shall
          be eligible to participate in, and to be granted stock
          options, stock appreciation rights or other equity-based
          awards under any stock option, stock ownership, stock
          incentive or other equity-based compensations plans as
          the Company shall from time to time maintain for its
          senior executives. The basis for the Executive's
          participation shall be the same as for other similarly
          situated executives, and it is understood that awards
          under any such plan may be discretionary.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">d)</font> <font size=
          "3"><u>Additional Benefits</u>. Except as modified by
          this Agreement, the Executive shall be entitled to
          participate in all compensation or employee benefit plans
          or programs, and to receive all benefits, perquisites and
          emoluments, for which any member of senior management at
          the Company is eligible under any plan or program now or
          hereafter established and maintained by the Company for
          senior officers, to the extent permissible under the
          general terms and provisions of such plans or programs
          and in accordance with the provisions thereof, including
          group hospitalization, health, dental care, senior
          executive life or other life insurance, travel or
          accident insurance, disability plans, tax-qualified or
          non-qualified pension, savings, thrift and profit-sharing
          plans, sick-leave plans, and executive contingent
          compensation plans, including, without limitation,
          capital accumulation programs and stock purchase plans.
          Notwithstanding the foregoing, the Executive acknowledges
          and agrees that the severance payments provided in
          certain circumstances under this Agreement are in lieu of
          any rights which the Executive might otherwise have under
          any and all other displacement, separation or severance
          plans or programs of the Company, and the Executive
          hereby waives all rights to participate in any of such
          plans or programs in the event of the termination of his
          employment during the Term.<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">e)</font> <font size="3"><u>Make
          Whole Provision</u>. The Company agrees to reimburse the
          Executive for benefits lost as a result of his
          termination from his prior employer, in the form of a
          one-time lump sum cash compensation payment, less
          applicable federal, state and local taxes.<br clear=
          "left"></font></p>

    <p><font size=
    "3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font><font size="3"
          face="Times New Roman">5.&nbsp;&nbsp;</font><font size=
          "3"><u>Business Expenses</u>. The Company shall pay or
          reimburse the Executive for all reasonable travel and
          other expenses incurred by the Executive (and his spouse
          where there is a legitimate business reason for his
          spouse to accompany him) in connection with the
          performance of his duties and obligations under this
          Agreement, subject to the Executive's presentation of
          appropriate vouchers in accordance with such policies and
          procedures as the Company from time to time establish for
          senior officers.<br clear="left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;</font>
          <font size="3"><u>Effect of Termination of Employment:
          Effect of Disability</u>.<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">a)</font> <font size=
          "3"><u>Without Cause Termination or Termination by the
          Executive for Good Reason.</u> Subject to the provisions
          of Section 7 below, in the event the Executive's
          employment hereunder terminates due to either a Without
          Cause Termination (as defined in Section 6(e)(iii) or a
          termination by the Executive for Good Reason (as defined
          in Section 6(e)(ii)):<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">i)</font> <font size="3">Earned
          but unpaid Base Salary as of the Date of Termination (as
          defined in Section 13(b)) and any earned but unpaid
          bonuses for prior years (collectively, the "Accrued
          Obligations"), shall be payable in full, and the Company
          shall, as liquidated damages or severance pay, or
          both:<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">(A)</font> <font size="3">Continue
          to pay the Executive's Base Salary, as in effect at the
          Date of Termination, from the Date of Termination until
          the end of the Term, and<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">(B)</font> <font size="3">Pay to
          the Executive for the year of termination and for each
          subsequent calendar year or portion thereof during the
          remainder of the Term, an amount (prorated in the case of
          any partial year) equal to the highest annual incentive
          bonus received by the Executive for any year in the two
          years preceding the Date of Termination, such payments to
          be made at the normal times for payment of bonuses under
          the Company's annual bonus plan as in effect at the Date
          of Termination (the "Bonus Plan").<br clear=
          "left"></font></p>

    <div style="margin-left: 2em">
        <font size="3">With respect to the payments provided for in
        this Section 6(a)(i), the Executive shall be entitled, to
        the extent permitted by law as determined by the Company in
        good faith, to participate in any compensation deferral
        plans or arrangements then provided by the Company to
        senior executives on the same basis as if he had remained
        an employee through the end of the Term.<br clear=
        "left"></font>
    </div>

    <p><font size="3"
          face="Times New Roman">b)</font> <font size=
          "3"><u>Disability</u>. In the event of the Executive's
          Disability, the Company may, by giving a Notice of
          Disability as provided in Section 13(c), remove the
          Executive from active employment and in that event shall
          provide the Executive with the same payments and benefits
          as those provided in Section 6(a), except that:<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">i)</font> <font size="3">Base
          Salary payments under Section 6(a)(i)(A) shall be at the
          rate 50% of the Executive's Base Salary as in effect at
          the Date of Disability;<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">ii)</font> <font size="3">In lieu
          of the bonus payments provided in Section 6(a)(i)(B), the
          Executive shall receive, at the same time as bonus
          payments for the year of Disability would otherwise be
          made under the Bonus Plan, a prorated bonus for the year
          of Disability only equal to the amount determined by the
          Company in good faith (which determination shall be final
          and conclusive) to be the amount of the bonus award the
          Executive would have received if he had been employed
          throughout the bonus year, prorated on a daily basis as
          of the Date of Disability; and<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">iii)</font> <font size="3">Except
          for Accrued Obligations, Base Salary payments shall be
          offset by any amounts otherwise payable to the Executive
          under the Company's disability program generally
          available to other employees.<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">c)</font> <font size=
          "3"><u>Death</u>. In the event the Executive's employment
          hereunder terminates due to death:<u><br clear=
          "left"></u></font></p>

    <p><font size="3"
          face="Times New Roman">i)</font> <font size="3">Accrued
          Obligations as of the date of death shall be payable in
          full;<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">ii)</font> <font size="3">From the
          date of the Executive's death until the end of the Term,
          the Company shall, at the same times Base Salary would
          otherwise be payable hereunder, make payments at the rate
          of 50% of the Executive's Base Salary in effect at the
          date of death to (A) the Executive's spouse at the date
          of his death, should she survive him and (B) following
          the death of the Executive's spouse or should she not
          survive him, to the Executive's estate;<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">d)</font> <font size="3"><u>Other
          Termination of Employment</u>. In the event the
          Executive's employment hereunder terminates due to a
          Termination for Cause or the Executive terminates
          employment with the Company other than for Good Reason,
          Disability, Retirement or death, Accrued Obligations and
          vested benefits as of the Date of Termination shall be
          payable in full. No other payments shall be made, or
          benefits provided, by the Company except for benefits
          which have already become vested under the terms of
          employee benefit programs maintained by the Company or
          its affiliates for its employees generally as provided in
          Section 10.<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">e)</font> <font size=
          "3"><u>Definitions</u>. For purposes of this Agreement,
          the following terms, when capitalized, shall have the
          following meanings unless the context otherwise
          requires:<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">i)</font> <font size=
          "3">"Termination for Cause" means, to the maximum extent
          permitted by applicable law, a termination of the
          Executive's employment by the Company by a vote of the
          majority of the Board members then in office, because the
          Executive (a) has been convicted of, or has entered a
          plea of <i>nolo contendere</i> to, a criminal offense
          involving moral turpitude, or (b) has willfully continued
          to fail to substantially perform his duties with the
          Company (other than any such failure resulting from the
          Executive's incapacity due to physical or mental illness
          or any such failure subsequent to the Executive being
          delivered a Notice of Termination without Cause by the
          Company or delivering a Notice of Termination for Good
          Reason to the Company) after a written demand for
          substantial performance is delivered to the Executive by
          the Board which specifically identifies the manner in
          which the Board believes that the Executive has not
          substantially performed his duties or (c) has committed
          an improper action resulting in personal enrichment at
          the expense of the Company or (d) has engaged in illegal
          or gross misconduct that is materially and demonstrably
          injurious to the Company, or (e) has violated the
          representations made in Section 1 above, or the
          provisions of Section 7 below; <u>provided</u>,
          <u>however</u> that the Board has given the Executive
          advance notice of such Termination for Cause including
          the reasons therefore, together with a reasonable
          opportunity for the Executive to appear with counsel
          before the Board and to reply to such notice.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">ii)</font> <font size="3">a
          "Termination by the Executive for 'Good Reason'" shall
          mean a termination of his employment by the Executive by
          a Notice of Termination given at any time due
          to:<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">(A)</font> <font size="3">any
          reduction without the consent of the Executive in the
          Executive's salary below the amount then provided for
          under Paragraph 4(a) hereof; or<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">(B)</font> <font size="3">failure
          of the Company or its successor to fulfill its
          obligations under this Agreement in any material
          respect.<br clear="left"></font></p>

    <div style="margin-left: 2em">
        <font size="3">An isolated, insubstantial and inadvertent
        action taken in good faith and which is remedied by the
        Company within 10 days after receipt of notice thereof
        given by the Executive shall not constitute Good Reason.
        The Executive's right to terminate employment for Good
        Reason shall not be affected by the Executive's
        incapacities due to mental or physical illness and the
        Executive's continued employment shall not constitute
        consent to, or a waiver of rights with respect to, any
        event or condition constituting Good Reason; provided,
        however, that the Executive must provide notice of
        termination of employment within 180 days following the
        Executive's knowledge of an event constituting Good Reason
        or such event shall not constitute Good Reason under this
        Agreement.<br clear="left"></font>
    </div>

    <p><font size="3"
          face="Times New Roman">iii)</font> <font size=
          "3">"Without Cause Termination" means a termination of
          the Executive's employment by the Company other than due
          to Disability or expiration of the Term and other than a
          Termination for Cause.<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">iv)</font> <font size=
          "3">"Disability" for purposes of this Agreement means the
          Executive shall be disabled so as to be unable to perform
          for 180 days in any 365-day period, with or without
          reasonable accommodation, the essential functions of his
          positions under this Agreement, as determined by a
          Executive or his representative.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">v)</font> <font size="3">The "Date
          of Termination," " Date of Disability" and "Date of
          Retirement" shall have the meanings ascribed to them in
          Section 13. To the fullest extent permitted by applicable
          law, to the extent this Agreement requires the payment of
          Base Salary and/or the provision of coverages and
          benefits subsequent to the Date of Termination or Date of
          Disability, the Executive's Date of Termination or Date
          of Disability, as applicable, shall not be treated as a
          termination of employment (a "Benefit Plan Termination
          Date") from the Company for purposes of determining the
          Executive's rights, responsibilities and tax treatment
          under any and all employee pension, welfare and fringe
          benefit plans maintained by the Company. Rather, the
          Benefit Plan Termination Date shall be the day following
          the last day for which any Base Salary and/or coverages
          and benefits are required to be provided by this
          Agreement.<br clear="left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;</font>
          <font size="3"><u>Other Duties of the Executive During
          and After Term</u>.<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">a)</font> <font size=
          "3"><u>Confidential Information</u>. The Executive
          recognizes and acknowledges that certain information
          pertaining to the affairs, business, suppliers, or
          customers of the Company or any of its subsidiaries of
          affiliates (any or all of such entities hereinafter
          referred to as the "Business"), as such information may
          exist from time to time, is confidential information and
          is a unique and valuable asset of the Business, access to
          and knowledge of which are essential to the performance
          of his duties under this Agreement. The Executive shall
          not, through the end of the Term or at any time
          thereafter, except to the extent reasonably necessary in
          the performance of his duties under this Agreement,
          divulge to any person, firm, association, corporation or
          governmental agency, any information concerning the
          affairs, business, suppliers, or customers of the
          Business (except such information as is required by law
          to be divulged to a governmental agency or pursuant to
          lawful process or such information which is or shall
          become part of the public realm through no fault of the
          Executive), or make use of any such information for his
          own purposes or for the benefit of any person, firm,
          association or corporation (except the Business) and
          shall use his reasonable best efforts to prevent the
          disclosure of any such information by others. All records
          and documents relating to the Business, whether made by
          the Executive or otherwise coming into his possession
          are, shall be, and shall remain the property of the
          Business. No copies thereof shall be made which are not
          retained by the Business, and the Executive agrees, on
          any termination of his employment, or on demand of the
          Company, to deliver the same to the Company.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">b)</font> <font size=
          "3"><u>Non-Competition</u>. During his employment by the
          Company, whether during or after the Term, and for a
          period of four years following the termination of his
          employment for any reason except for a Without Cause
          Termination or termination by the Executive for Good
          Reason, the Executive shall not, without express prior
          written approval by order of the Board, directly or
          indirectly, engage in, whether as an officer, director,
          employee, consultant, agent, partner, joint venture,
          proprietor or otherwise, become interested in (other than
          as a shareholder owning not more than 1% of the
          outstanding shares of any class of securities registered
          under Section 12 of the Securities Exchange Act of 1934)
          or assist any business which (i) is in competition with
          the Company or any of its affiliates in the retail
          grocery business or (A) during his employment, in any
          other business in which the Company or any of its
          subsidiaries is then engaged or proposes to engage or (B)
          following the termination of his employment, in any other
          business which during the 12 months preceding the
          Executive's Date of Termination accounted for more than
          2% of the Company's consolidated revenues and (ii)
          engages in any such business in any county in which the
          Company then engages in such business or any county
          contiguous thereto.<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">c)</font> <font size=
          "3"><u>Non-Interference</u>. During his employment with
          the Company and until four years after the termination of
          the Executive's employment, whether during or after the
          Term and notwithstanding the cause of termination, the
          Executive shall not (i) hire or employ, directly or
          indirectly through any enterprise with which he is
          associated, any employee of the Company or any of its
          affiliates or (ii) recruit, solicit or induce (or in any
          way assist another person or enterprise in recruiting,
          soliciting or inducing) any such employee or any
          consultant, vendor or supplier of the Company or any of
          its affiliates to terminate or reduce such person's
          employment, consulting or other relationship with the
          Company or any of its affiliates.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">d)</font> <font size=
          "3"><u>Remedies</u>. The Company's obligation to make
          payments or provide for or increase any benefits under
          this Agreement (except to the extent previously vested)
          shall cease upon any violation of the provisions of this
          Section 7: <u>provided</u>, <u>however</u>, that the
          Executive shall first have the right to appear before the
          Board with counsel and that such cessation of payments or
          benefits shall require a vote of a majority of the Board
          members then in office. In addition, in the event of a
          violation by the Executive of the provisions of this
          Section 7, the Company shall be entitled, if it shall so
          elect, to institute legal proceedings to obtain damages
          for any such breach, and/or to enforce the specific
          performance by the Executive of this Section 7 and to
          enjoin the Executive from any further violation, and may
          exercise such remedies cumulatively or in conjunction
          with such other remedies as may be available to the
          Company at law or in equity. The Executive acknowledges,
          however, that the remedies at law for any breach by him
          of the provisions of this Section 7 would be inadequate
          and agrees that the Company shall be entitled to
          injunctive relief against him in the event of any such
          breach.<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">e)</font> <font size=
          "3"><u>Survival; Authorization to Modify
          Restrictions</u>. The covenants of the Executive
          contained in this Section 7 shall survive any termination
          of the Executive's employment for the periods stated
          herein, whether during or after the Term and, except as
          otherwise provided in this Section 7, regardless of the
          reason for such termination. The Executive represents
          that his experience and capabilities are such that the
          enforcement of the provisions of this Section 7 will not
          prevent him from earning his livelihood, and acknowledges
          that it would cause the Company serious and irreparable
          injury and cost if the Executive were to use his ability
          and knowledge in competition with the Company or to
          otherwise breach the obligations contained in this
          Section 7. Accordingly, it is the intention of the
          parties that the provisions of this Section 7 shall be
          enforceable to the fullest extent permissible under
          applicable law, but that the unenforceability (or
          modification to conform to such law) of any provision or
          provisions hereof shall not render unenforceable, or
          impair, the remainder thereof. If any provision or
          provisions hereof shall be deemed invalid or
          unenforceable, either in whole or in part, this Agreement
          shall be deemed amended to delete or modify, as
          necessary, the offending provision or provisions and to
          alter the bounds thereof to the extent required in order
          to render it valid and enforceable.<br clear=
          "left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;</font>
          <font size="3"><u>Resolution of Disputes</u>. Except as
          otherwise provided in Section 7(d) hereof, any dispute or
          controversy arising under or in connection with this
          Agreement shall be settled exclusively by arbitration in
          Sunbury, Pennsylvania, by three arbitrators in accordance
          with the rules of the American Arbitration Association
          then in effect. Judgment may be entered on the
          arbitrators' award in any court having jurisdiction. In
          the event of any arbitration, litigation or other
          proceeding between the Company and the Executive with
          respect to the subject matter of this Agreement and the
          enforcement of rights hereunder, the Company shall
          reimburse the Executive for his reasonable costs and
          expenses relating to such arbitration, litigation or
          other proceeding, including attorneys' fees and expenses,
          to the extent that such arbitration, litigation or other
          proceeding results in any: (i) settlement requiring the
          Company to make a payment, continue to make payments or
          provide any other benefit to the Executive; or (ii)
          judgment, order or award against the Company in favor of
          the Executive or his spouse, legal representative or
          heirs, unless such judgment, order or award is
          subsequently reversed on appeal or in a collateral
          proceeding. At the request of the Executive, costs and
          expenses (including attorneys' fees) incurred connection
          with any arbitration, litigation or other proceeding
          referred to in this Section shall be paid by the Company
          in advance of the final disposition of the arbitration,
          litigation or other proceeding upon receipt of an
          undertaking by or on behalf of the Executive to repay the
          amounts advanced if it is ultimately determined that he
          is not entitled to reimbursement of such costs and
          expenses by the Company a set forth in this
          Section.<br clear="left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.</font>
          <font size="3">&nbsp;&nbsp;<u>Full Settlement: No
          Mitigation; Non-Exclusivity of Benefits</u>. The
          Company's obligation to make any payment provided for in
          this Agreement and otherwise to perform its obligations
          hereunder shall be in lieu and in full settlement of all
          other severance payments to the Executive under any other
          severance plan, arrangement or agreement of the Company
          and its affiliates, and in full settlement of any and all
          claims or rights of the Executive for severance,
          separation and/or salary continuation payments resulting
          from the termination of his employment. In no event shall
          the Executive be obligated to seek other employment or to
          take other action by way of mitigation of the amounts
          payable to the Executive under any of the provisions of
          this Agreement, and except as specifically provided
          herein, such amounts shall not be reduced whether or not
          the Executive obtains other employment. Except as
          provided above in this Section 9, nothing in this
          Agreement shall prevent or limit the Executive's
          continuing or future participation in any plan, program
          policy or practice provided by the Company or any of its
          affiliates for which the Executive may qualify, nor
          except as otherwise specifically provided in this
          Agreement, shall anything herein limit or otherwise
          affect such rights as the Executive may have under any
          contract or agreement with the Company or any of its
          affiliates, including without limitation any stock option
          agreement. Amounts or benefits which are vested benefits
          or which the Executive is otherwise entitled to receive
          under any such plan, program, policy, practice, contract
          or agreement prior to, at or subsequent to any Date of
          Termination, Date of Disability or Date of Retirement
          shall be paid or provided in accordance with the terms of
          such plan, program policy, practice, contract or
          agreement except as explicitly modified by this
          Agreement.<br clear="left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;</font>
          <font size="3"><u>Employment and Payments by
          Affiliates</u>. Except as herein otherwise specifically
          provided, references in this Agreement to employment by
          the Company shall include employment by affiliates of the
          Company, and the obligation of the Company to make any
          payment or provide any benefit to the Executive hereunder
          shall be deemed satisfied to the extent that such payment
          is made or such benefit is provided by any affiliate of
          the Company.<br clear="left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;</font>
          <font size="3"><u>Withholding Taxes</u>. The Company may
          directly or indirectly withhold from any payments made
          under this Agreement all Federal, state, city or other
          taxes as shall be required pursuant to any law or
          governmental regulation or ruling.<br clear=
          "left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.</font>
          <font size="3">&nbsp;&nbsp;<u>Consolidation, Merger, or
          Sale of Assets</u>. Nothing in this Agreement shall
          preclude the Company from consolidating or merging into
          or with, or transferring all or substantially all of its
          assets to, another corporation or entity which assumes
          this Agreement and all obligations and undertakings of
          the Company hereunder. Upon such a consolidation, merger
          or transfer of assets and assumption, the term, "Company"
          as used herein shall mean such other corporation or
          entity, and this Agreement shall continue in full force
          and effect.<br clear="left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;</font>
          <font size="3"><u>Notices</u>.<br clear=
          "left"></font></p>

    <p><font size="3"
          face="Times New Roman">a)</font> <font size=
          "3"><u>General</u>. All notices, requests, demands and
          other communications required or permitted hereunder
          shall be given in writing and shall be deemed to have
          been duly given when delivered or 5 days after being
          deposited in the United States mail, certified and return
          receipt requested, postage prepaid, addressed as
          follows:<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">i)</font> <font size="3">To the
          Company:<br clear="left"></font></p>

    <div style="margin-left: 6em">
        <font size="3">Weis Markets, Inc.<br clear="left">
         1000 S. Second Street<br clear="left">
         P.O. Box 471<br clear="left">
         Sunbury, PA 17801<br clear="left"></font>
    </div>

    <div style="margin-left: 6em">
        <font size="3">Attention: Jonathan H. Weis<br clear=
        "left"></font>
    </div>

    <p><font size="3"
          face="Times New Roman">ii)</font> <font size="3">To the
          Executive:<br clear="left"></font></p>

    <div style="margin-left: 6em">
        <font size="3">David J. Hepfinger<br clear="left">
         1000 S. Second Street<br clear="left">
         P.O. Box 471<br clear="left">
         Sunbury, PA 17801<br clear="left"></font>
    </div>

    <p><font size="3">Or to such other address as the addressee
    party shall have previously specified in writing to the
    other.<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">b)</font> <font size="3"><u>Notice
          of Termination</u>. Except in the case of death of the
          Executive, any termination of the Executive's employment
          hereunder, whether by the Executive or the Company, shall
          be effected only by a written notice given to the other
          party in accordance with this Section 13 (a "Notice of
          Termination"). Any Notice of Termination shall (i)
          indicate the specific termination provision in Section 6
          relied upon, (ii) in the case of a termination by the
          Company for Cause or by the Executive for Good Reason,
          set forth in reasonable detail the facts and
          circumstances claimed to provide a basis for such
          termination and (iii) specify the effective date of such
          termination of employment (the "Date of Termination"),
          which shall not be less than 15 days nor more than 60
          days after such notice is given. The failure of the
          Executive or the Company to set forth in any Notice of
          Termination any fact or circumstance which contributes to
          a showing of Cause or Good Reason shall not waive any
          right of the Executive or the Company hereunder or
          preclude the Executive or the Company from asserting such
          fact or circumstance in enforcing the Executive's or the
          Company's rights hereunder.<br clear="left"></font></p>

    <p><font size="3"
          face="Times New Roman">c)</font> <font size="3"><u>Notice
          of Disability</u>. Any finding of Disability by the
          Company shall be effected only by a written notice given
          to the Executive in accordance with this Section 13 (a
          "Notice of Disability"). Any Notice of Disability shall
          (i) set forth in reasonable detail the facts and
          circumstances claimed to provide a basis for such finding
          of Disability and (ii) specify an effective date (the
          "Date of Disability"), which shall not be less than 10
          days after such notice is given. The failure of the
          Company to set forth in any Notice of Disability any fact
          or circumstance which contributes to a showing of
          Disability shall not waive any right of the Company
          hereunder or preclude the Company from asserting such
          fact or circumstance in enforcing the Company's rights
          hereunder.<br clear="left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;</font>
          <font size="3"><u>Source of Payments</u>. Subject to
          Section 10 hereof, all payments provided for under this
          Agreement shall be paid in cash from the general funds of
          the Company. The Company shall not be required to
          establish a special or separate fund or other segregation
          of assets to assure such payments, and, if the Company
          shall make any investments to aid it in meeting its
          obligations hereunder, the Executive shall have no right,
          title or interest whatever in or to any such investments
          except as may otherwise be expressly provided in a
          separate written instrument relating to such investments.
          Nothing contained in this Agreement, and no action taken
          pursuant to its provisions, shall create or be construed
          to create a trust of any kind, or a fiduciary
          relationship, between the Company and the Executive or
          any other person. To the extent that any person acquires
          a right to receive payments from the Company hereunder,
          such right shall be no greater than the right of an
          unsecured creditor.<br clear="left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15.&nbsp;&nbsp;</font>
          <font size="3"><u>Binding Agreement</u>. This Agreement
          shall be binding upon, and shall inure to the benefit of,
          the Executive and the Company and, as permitted by this
          Agreement, their respective successors, assigns, heirs,
          beneficiaries and representatives.<br clear=
          "left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;</font>
          <font size="3"><u>Governing Law</u>. The validity,
          interpretation, performance and enforcement of this
          Agreement shall be governed exclusively by the laws of
          the Commonwealth of Pennsylvania, without regard to
          principles of conflicts of laws thereof.<br clear=
          "left"></font></p>

    <p><font size="3"
          face=
          "Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17.&nbsp;&nbsp;</font>
          <font size="3"><u>Counterparts; Headings</u>. This
          Agreement may be executed in counterparts, each of which,
          when executed, shall be deemed to be an original and all
          of which together shall be deemed to be one and the same
          instrument. The underlined Section headings contained in
          this Agreement are for convenience of reference only and
          shall not affect the interpretation or construction of
          any provision hereof.<br clear="left"></font></p>

    <p><font size="3">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS
    WHEREOF, the Company has caused this Agreement to be executed
    by its officer thereunto duly authorized, and the Executive has
    signed this Agreement, all as of the date first above
    written.<br clear="left"></font></p>

    <div style="margin-left: 16em">
        <font size="3">WEIS MARKETS, INC.<br clear="left">
         By<u>:/s/ Robert F. Weis</u><br clear="left">
         Name&nbsp;&nbsp;Robert F. Weis<br clear="left">
         Title:&nbsp;&nbsp;&nbsp;Chairman<br clear="left"></font>
    </div>

    <div style="margin-left: 16em">
        <font size="3"><u>/s/ David J. Hepfinger<br clear=
        "left"></u>
        &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;David
        J. Hepfinger</font>
    </div>
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