THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
2004 NON-EMPLOYEE DIRECTOR COMPENSATION PLAN (the "Plan")
(Effective July 14, 2004)
I. Non-Employee Director Compensation
A. Establishment of Annual Compensation
Effective July 14, 2004, compensation amounts payable to Non-Employee Directors
("Directors") of The Great Atlantic & Pacific Tea Company, Inc. (the "Company")
shall be established from time-to-time by the Board of Directors. Initially, such compensation shall take the form
of a $32,000 annual retainer, plus a $1,000 attendance fee for each Board of Directors meeting attended and a
$1,000 attendance fee for each Committee meeting attended, if substantial time or effort is involved. If two or
more compensable meetings are held on the same day, the fee for all such additional meetings shall be limited to
$500. The Company shall also pay the Chair of each Committee, except the Executive Committee Chair, an
additional annual fee of $5,000. In addition, an annual grant of Company common stock equivalent to $45,000
shall be made to Directors. The amount of all Annual Compensation will be reported annually in the Proxy
B. Payment of Cash Compensation
1. Annual cash retainers and non-meeting fees shall be payable in monthly installments, with each installment
payable as promptly as practicable following the last business day of the calendar month to which they apply.
Such payments shall be pro-rated if Board service commences or terminates during a calendar year. Meeting fees
shall be payable as promptly as practicable following the last business day of the calendar month to which they
C. Grants of Common Stock
1. The $45,000 grant of common stock shall be made on the first business day following the Annual Meeting of
Stockholders, provided, however, that the first grant shall be delayed until the securities to be issued under this
Plan are registered in accordance with the Securities Act of 1933, as amended.
2. The number of shares of the