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                                                                    EXHIBIT 10.2


                              PATHMARK STORES, INC.
                     2000 NON-EMPLOYEE DIRECTORS EQUITY PLAN
                        (AS AMENDED AS OF MARCH 29, 2001)

1.       PURPOSE

                  The purpose of the Pathmark Stores, Inc. 2000 Non-Employee
Directors Equity Plan (the "PLAN") is to promote the long-term growth and
financial success of the Company by attracting, motivating and retaining
non-employee directors of outstanding ability and assisting the Company in
promoting a greater identity of interest between the Company's non-employee
directors and its stockholders.

2.       DEFINITIONS

                  For purposes of the Plan, the following terms shall be defined
as follows:

                  "ANNUAL MEETING" means the annual meeting of the Company's
stockholders.

                  "BOARD" means the Board of Directors of the Company.

                  "CHANGE IN CONTROL" shall mean any of the following:

                  (i) the acquisition by any Person of beneficial ownership
                  (within the meaning of Rule 13d-3 promulgated under the
                  Exchange Act) of 35% or more of the Common Stock then
                  outstanding, but shall not include any such acquisition by any
                  employee benefit plan of the Company, any Person or entity
                  organized, appointed or established by the Company for or
                  pursuant to the terms of any such employee benefit plan; any
                  Person (other than any of Fidelity Management & Research
                  Company or Fidelity Management Trust Company or by any fund or
                  account associated with either Fidelity Management & Research
                  Company or Fidelity Management Trust Company) who as of
                  September 19, 2000 was the beneficial owner of 15% or more of
                  the shares of Common Stock outstanding on such date unless and
                  until such Person, together with all Affiliates of such
                  Person, becomes the beneficial owner of 35% or more of the
                  shares of Common Stock then outstanding whereupon a Change in
                  Control shall be deemed to have occurred;

                  (ii) consummation after approval by the shareholders of
                  Pathmark of either (A) a plan of complete liquidation or
                  dissolution of Pathmark or (B) a merger, amalgamation or
                  consolidation of Pathmark with any other corporation, the
                  issuance of voting securities of Pathmark in connection with a
                  merger or consolidation of Pathmark or sale or other
                  disposition of all or substantially all of the assets of
                  Pathmark or the acquisition of assets of another corporation
                  (each, a "BUSINESS COMBINATION"), unless, in each case of a
                  Business Combination, immediately following such Business
                  Combination, all or substantially all of the individuals and
                  entities who were the beneficial owners of the Common Stock
                  outstanding immediately prior to such Business Combination
                  beneficially own, directly or indirectly, more than 50% of the
                  then outstanding shares of common stock and 50% of the
                  combined voting power of the then outstanding voting
                  securities entitled to vote generally in the election of
                  directors, as the case may be, of the entity resulting from
                  such Business Combination (including, without limitation, an
                  entity which as a result of such transaction owns the Company
                  or all or substantially all of Pathmark's assets either
                  directly or through one or more subsidiaries) in substantially
                  the same proportions as their ownership, immediately prior to
                  such Business Combination, of the Common Stock; or


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                  (iii) the individuals who, as of September 19, 2000,
                  constitute the Board, and subsequently elected members of the
                  Board whose election is approved or recommended by at least a
                  majority of such current members or their successors whose
                  election was so approved or recommended (other than any
                  subsequently elected members whose initial assumption of
                  office occurs as a result of an actual or threatened election
                  contest with respect to the election or removal of directors
                  or other actual or threatened solicitation of proxies or
                  consents by or on behalf of a Person other than the Board),
                  cease for any reason to constitute at least a majority of such
                  Board.

                           For purposes of the above definition of Change in
         Control only, the following defined terms shall apply:

                                    "AFFILIATE" means, with respect to any
                  Person, any other entity which (i) is a Subsidiary of such
                  Person, (ii) is, directly or indirectly, under common control
                  with such Person, or (iii) is, directly or indirectly,
                  controlling such Person.

                                    "PERSON" means any person, entity or "group"
                  within the meaning of Section 13(d)(3) or Section 14(d)(2) of
                  the Exchange Act, except that such term shall not include (i)
                  the Company or any of its subsidiaries, (ii) a trustee or
                  other fiduciary holding securities under an employee benefit
                  plan of the Company, (iii) an underwriter temporarily holding
                  securities pursuant to an offering of such securities, or (iv)
                  an entity owned, directly or indirectly, by the shareholders
                  of Pathmark in substantially the same proportions as their
                  ownership of stock of Pathmark.

                                    "SUBSIDIARY" means with respect to any
                  Person, any entity of which: if a corporation, a majority of
                  the total voting power of shares of stock entitled (without
                  regard to the occurrence of any contingency) to vote in the
                  election of directors, managers or trustees thereof is at the
                  time of determination owned or controlled, directly or
                  indirectly, collectively or individually, by such Person or by
                  one or more Affiliates of such Person, and if a partnership,
                  association, limited liability company or other entity, a
                  majority of the partnership, membership or other similar
                  ownership interest thereof is at the time of determination
                  owned or controlled, directly or indirectly, collectively or
                  individually, by such Person or by one or more Affiliates of
                  such Person.

                                           ********

                  "COMMON STOCK" means the Common Stock of the Company, par
         value $.01 per share, or such other class or kind of shares or other
         securities as may be applicable under Section 11 below.

                  "COMPANY" or "PATHMARK" means Pathmark Stores, Inc., a
         Delaware corporation, or any successor thereto, and its Subsidiaries.

                  "DATE OF GRANT" means, with respect to any Director Option,
         the date on which such Director Option is granted to a Non-Employee
         Director.

                  "DIRECTOR OPTION" means a right to purchase shares of Common
         Stock granted to a Non-Employee Director pursuant to Section 6 hereof.

                  "EFFECTIVE DATE" means the effective date of the Plan provided
         for in Section 9 below.

                  "FAIR MARKET VALUE" means, with respect to a share of Common
         Stock, the fair market value thereof as of the relevant date of
         determination, as determined in accordance with a valuation methodology
         approved by the Board, and according to the following, as applicable:


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                           (i) If the Common Stock is quoted on the NASDAQ
                  National Market, in the absence of any alternative valuation
                  methodology approved by the Board, the Fair Market Value of a
                  share of Common Stock shall equal the per share closing price
                  quoted on the day immediately prior to the date of grant as
                  reported in the transactions index of each such exchange, as
                  published in THE WALL STREET JOURNAL, or, if no closing price
                  was quoted in any such index for such date, then as of the
                  next preceding date on which such a closing price was quoted;

                           (ii) If the Common Stock is not quoted on the NASDAQ
                  National Market, but is publicly traded on another national
                  securities exchange or quoted on an automated system, the Fair
                  Market Value of a share of Common Stock shall equal the per
                  share closing price quoted on the day immediately prior to the
                  date of grant as reported in the transactions index of each
                  such exchange or automated system, as published in THE WALL
                  STREET JOURNAL, or, if no closing price was quoted in any such
                  index for such date, then as of the next preceding date on
                  which such a closing price was quoted; and

                           (iii) If the Common Stock is not publicly traded on
                  a national securities exchange or quoted on the NASDAQ
                  National Market or any other automated system, the Fair
                  Market Value of a share of Common Stock shall be reasonably
                  determined in good faith by the Board.

                  "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not
         an employee of the Company or any of its Subsidiaries.

                  "PERMANENT DISABILITY" means a physical or mental impairment
         rendering a Non-Employee Director substantially unable to function as a
         member of the Board for any period of six consecutive months. Any
         dispute as to whether a Non-Employee Director is Permanently Disabled
         shall be resolved by a physician mutually acceptable to the
         Non-Employee Director and the Company, whose decision shall be final
         and binding upon the Non-Employee Director and the Company.

                  "PERSON" means any individual, firm, corporation, partnership
         or other entity.

                   "SUBSIDIARY" means (i) a corporation or other entity with
         respect to which the Company, directly or indirectly, has the power,
         whether through the ownership of voting securities, by contract or
         otherwise, to elect at least a majority of the members of such
         corporation's board of directors or analogous governing body, or (ii)
         any other corporation or other entity in which the Company, directly or
         indirectly, has an equity or similar interest and which the Board
         designates as a Subsidiary for purposes of the Plan.

3.       ADMINISTRATION

                  (a) ADMINISTRATION BY THE BOARD. The Plan shall be
administered by the Board, which may adopt rules and regulations it considers
necessary or appropriate to carry out the Plan's purposes. The Board's
interpretation and construction of any Plan provision shall be final and
conclusive. The Board may, but need not, from time to time delegate some or all
of its authority under the Plan to a committee consisting of one or more members
of the Board, any such delegation to be subject to the restrictions and limits
that the Board specifies at the time of such delegation or thereafter.
References in the Plan to the "Board" shall, to the extent consistent with the
terms and limitations of any such delegation, be deemed to include a reference
to any such committee to which the Board's authority hereunder has been
delegated.

                  (b) AWARD CERTIFICATE. The terms and conditions of each grant
of Director Options under the Plan shall be embodied in an award agreement or
award certificate which shall incorporate the Plan


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by reference, shall indicate the date on which the Director Options were granted
and the number of Director Options granted on such date.

4.       SHARES AVAILABLE

                  Subject to the provisions of Section 11 below, the maximum
number of shares of Common Stock which may be issued under the Plan (the
"SECTION 4 LIMIT") shall be 130,000 shares. For purposes of determining the
number of shares of Common Stock that remain available for issuance, there shall
be added back to the Section 4 Limit and again be available under the Plan any
shares of Common Stock tendered to pay the exercise price of a Director Option.
Either authorized and unissued shares of Common Stock or treasury shares may be
delivered pursuant to the Plan.

5.       ELIGIBILITY

                  Director Options shall be granted only to Non-Employee
Directors.

6.       GRANTS OF DIRECTOR OPTIONS

                  (a) GENERAL. A Director Option shall entitle a Non-Employee
Director to purchase a specified number of shares of Common Stock during a
specified period at an exercise price per share of Common Stock determined as
provided below. All Director Options provided for herein shall have the general
terms and conditions set forth in Section 7 below.

                  (b) INITIAL GRANTS. On the date of the first regularly
scheduled meeting of the Board after the Effective Date each Non-Employee
Director shall receive Director Options to purchase 3,000 shares of Common
Stock. In addition, on the date of the first Annual Meeting after the Effective
Date (the "FIRST ANNUAL MEETING") each Non-Employee Director shall receive
Director Options to purchase 12,000 shares of Common Stock. The exercise price
per share of Common Stock of each Director Option provided for in this Section
6(b) shall be the Fair Market Value of one share of Common Stock on the Date of
Grant.

                  (c) ANNUAL GRANTS OF DIRECTOR OPTIONS. On the date of each
Annual Meeting occurring after the First Annual Meeting, each Non-Employee
Director shall automatically receive Director Options to purchase 5,000 shares
of Common Stock; PROVIDED that the Non-Employee Director shall continue to serve
as a director of the Company after such meeting of the Board; and PROVIDED,
FURTHER, that with respect to Non-Employee Director who, as of any Annual
Meeting, has served on the Board for less than one year, such Non-Employee
Director shall receive a pro rated number of Director Options. The exercise
price per share of Common Stock of each Director Option provided for in this
Section 6(c) shall be the Fair Market Value of one share of Common Stock on the
date of the Date of Grant.

                  (d) GRANTS OF DIRECTOR OPTIONS TO NEW DIRECTORS. On the date
that a Non-Employee Director is initially elected or appointed to the Board,
such Non-Employee Director shall receive Director Options to purchase 15,000
shares of Common Stock. The exercise price per share of Common Stock of each
Director Option provided for in this Section 6(d) shall be the Fair Market Value
of one share of Common Stock on the Date of Grant.

7.       GENERAL TERMS AND CONDITIONS OF DIRECTORS OPTIONS

                  (a) OPTION TERM. Each Director Option shall expire on the date
of the Annual Meeting held in the fifth calendar year following the date of
grant, subject to earlier expiration as provided herein.

                  (b) VESTING; ACCELERATED VESTING; EFFECT OF TERMINATION OF
SERVICE.


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                  (i) VESTING GENERALLY. Each Director Option shall vest and
         become exercisable with respect to one-third of the shares of Common
         Stock subject to such Option on the first through the third
         anniversaries of the date of grant, provided that the Non-Employee
         Director continues to serve as a member of the Board on each such
         anniversary date. Notwithstanding the preceding sentence, all Director
         Options shall be considered fully vested and exercisable upon the
         earlier to occur of (X) termination of the Non-Employee Director's
         service on the Board by reason of death or Permanent Disability or (Y)
         a Change in Control.

                  (ii) EXERCISE FOLLOWING TERMINATION OF SERVICE. Following
         termination of a Non-Employee Director's service on the Board, the
         former Non-Employee Director (or the former Non-Employee Directors'
         estate, personal representative or beneficiary, as the case may be)
         shall have the right, subject to the other terms and conditions hereof,
         to exercise all Director Options that had vested as of or in connection
         with the termination of service:

                           (A) at any time within two years after the date of
                  termination of service, if such termination was by reason of
                  death, Permanent Disability or retirement from the Board in
                  accordance with the retirement policy then in effect for Board
                  members, or

                           (B) in all other cases, at any time within one year
                  after the date of termination of service;

         SUBJECT, in all cases, to earlier expiration of the Director Option
pursuant to Section 7(a) above.

                  (c) NOTICE OF EXERCISE. Subject to the other terms and
conditions of the Plan, a Non-Employee Director may exercise all or any portion
of a vested Director Option by giving notice of exercise to the Company or its
designated agent, PROVIDED, HOWEVER, that no fewer than 10 shares of Common
Stock may be purchased upon any exercise of a Director Option unless the number
of shares purchased at such time is the total number of shares in respect of
which the Director Option is then exercisable, and PROVIDED, FURTHER, that in no
event shall the Option be exercisable for a fractional share. The date of
exercise of an Option shall be the later of (i) the date on which the Company or
its agent receives such notice or (ii) the date on which the conditions provided
in Sections 7(d) and 7(e) below are satisfied.

                  (d) PAYMENT. The exercise price of a Director Option may be
paid in cash or previously owned shares or a combination thereof or by any other
method approved by the Board.

                  (e) LIMITATION ON EXERCISE. A Director Option shall not be
exercisable unless the Common Stock subject thereto has been registered under
the Securities Act of 1933, as amended (the "1933 ACT"), and qualified under
applicable state "blue sky" laws in connection with the offer and sale thereof,
or the Company has determined that an exemption from registration under the 1933
Act and from qualification under such state "blue sky" laws is available.

                  (f) ISSUANCE OF SHARES. Subject to the foregoing conditions,
as soon as is reasonably practicable after its receipt of a proper notice of
exercise and payment of the exercise price for the number of shares with respect
to which a Director Option is exercised, the Company shall deliver to the
exercising Non-Employee Director, at the principal office of the Company or at
such other location as may be acceptable to the Company and the Non-Employee
Director, one or more stock certificates for the appropriate number of shares of
Common Stock issued in connection with such exercise. Such shares shall be fully
paid and nonassessable and shall be issued in the name of the Non-Employee
Director. Notwithstanding the foregoing, the Board in its discretion may,
subject to rules and procedures as it may adopt from time to time, provide
Non-Employee Directors with the opportunity to defer receipt of shares of Common
Stock issuable upon exercise of Director Options.

8.       TRANSFERABILITY


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                  Director Options may not be transferred, pledged, assigned or
otherwise disposed of except by will or the laws of descent and distribution or
pursuant to a domestic relations order, PROVIDED, HOWEVER, that Director Options
may be transferred to a member or members of a Non-Employee Director's immediate
family (as defined below) or to one or more trusts or partnerships established
in whole or in part for the benefit of one or more of such immediate family
members (collectively as "PERMITTED TRANSFEREES"), subject to such rules and
procedures as may from time to time be adopted or imposed by the Board. If a
Director Option is transferred to a Permitted Transferee, it shall be further
transferable only by will or the laws of descent and distribution or, for no
consideration, to another Permitted Transferee of the Non-Employee Director. A
Non-Employee Director shall notify the Company in writing prior to any proposed
transfer of a Director Option to a Permitted Transferee and shall furnish the
Company, upon request, with information concerning such Permitted Transferee's
financial condition and investment experience. For purposes of the Plan, a
Non-Employee Director's "immediate family" means any child, stepchild,
grandchild, spouse, son-in-law or daughter-in-law and shall include adoptive
relationships; PROVIDED, HOWEVER, that if the Company adopts a different
definition of "immediate family" (or similar term) in connection with the
transferability of employee stock options awarded to employees of the Company,
such definition shall apply, without further action of the Board, to the Plan.

9.       TERM

                  The Effective Date shall be the date of the approval of the
Plan of Reorganization of the Company and its parent companies, assuming the
Plan is approved by the stockholders of the Company prior to such date. Unless
earlier terminated in accordance with Section 10 below, the Plan shall expire on
the date of the Annual Meeting held in 2010. Grants of Director Options shall be
made in connection with the Annual Meeting held in 2010, and shall be the last
grants made under the Plan. Expiration of the Plan in connection with the Annual
Meeting held in 2010 shall not affect awards of Director Options made prior to
such Annual Meeting, which awards shall remain outstanding subject to the terms
hereof.

10.      AMENDMENTS

                  The Board may at any time and from time to time alter, amend,
suspend or terminate the Plan in whole of in part, including without limitation
to amend the provisions for determining the amount of or Directors Options to be
issued to a Non-Employee Director, PROVIDED, HOWEVER, that:

                  (i) any amendment which under the requirements of applicable
         law or stock exchange rule must be approved by the stockholders of the
         Company shall not be effective unless and until such stockholder
         approval has been obtained in compliance with such law or rule; and

                  (ii) except as provided in Section 11 below, the Board may
         not, without the approval of the Company's stockholders, increase the
         number of shares available for issuance under the Plan pursuant to
         Section 4 above or reduce the exercise price of a Director Option.

No termination or amendment of the Plan that would adversely affect a
Non-Employee Director's rights under the Plan with respect to any award of
Director Options made prior to such action shall be effective as to such
Non-Employee Director unless he or she consents thereto.

11.      ADJUSTMENT OF AND CHANGES IN SHARES

                  In the event of any merger, consolidation, recapitalization,
reclassification, stock dividend, distribution of property, special cash
dividend or other change in corporate structure affecting the shares, the Board,
in its discretion, may make (i) such proportionate adjustments as it considers
appropriate in the number and kind of shares authorized for issuance hereunder
in order to preserve, but not increase, the benefits or potential benefits
intended to be made available hereunder and/or (ii) such other adjustments as it


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deems appropriate. The Board's determination as to what, if any, adjustments
shall be made shall be final and binding on the Company and all Non-Employee
Directors who receive grants under the Plan.

12.      NO RIGHT TO RE-ELECTION

                  Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any of its members for re-election by the
Company's stockholders, nor confer upon any Non-Employee Director the right to
remain a member of the Board for any period of time, or at any particular rate
of compensation.

13.      GOVERNING LAW

                  The Plan and all agreements entered into under the Plan shall
be construed in accordance with and governed by the laws of the State of
Delaware.

14.      NO RESTRICTION ON RIGHT OF COMPANY TO EFFECT CORPORATE CHANGES

                  The Plan shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of stock or of options, warrants or rights to purchase stock or of bonds,
debentures, preferred or prior preference stocks whose rights are superior to or
affect the Common Stock or the rights thereof or which are convertible into or
exchangeable for Common Stock, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.

15.      UNFUNDED PLAN

                  The Plan is unfunded. Prior to the payment or settlement of
the exercise of any Director Options, nothing contained herein shall give any
non-Employee Director any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Board may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Common Stock with respect to awards hereunder.




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