June 5, 2001



Mr. Victor T. Alessandro
92 West Sandalbranch Circle
The Woodlands, TX 77382

Dear Victor:

The management team at The Great Atlantic & Pacific Tea Company joins me in
offering you the position of Senior Vice President and Chief Category Management
Officer reporting directly to Elizabeth R. Culligan, Executive Vice President
and Chief Operating Officer. This offer is conditioned on a satisfactory
reference check and substance abuse testing. Below are the details:

      Your base salary will be $225,000 per annum, payable in four-week
      increments (13 times per year) at a rate of $17,307.69. In consideration
      of your key role at A&P, you will be awarded 15,000 stock options upon
      your employment with A&P.

      You will participate in the Fiscal Year 2001 Management Bonus Plan, on a
      guaranteed and pro rated basis, at a target bonus rate of $85,000 (35% of
      grade mid-point; 2001 mid-point is $244,000). Additionally, based upon
      individual and company performance and approval by the Board of Directors,
      you will be eligible for stock options under the A&P Stock Options Plan at
      the beginning of Fiscal Year 2002. The current stock option target
      guideline for your position is 15,000 shares.

      You will be eligible to participate in the A&P Retirement and Savings Plan
      upon completion of one year of employment. In addition, you will be
      eligible to participate in the Executive Medical Plan (details attached).
      A copy of our complete benefits package and relocation policy are enclosed
      for your review. Please note that as a corporate officer, you are eligible
      for an annual physical examination with the Executive Health Group.

      You will receive a $35,000.00 sign-on bonus.

Victor, we are delighted with your decision to join A&P. We believe your
association with our organization will be extremely beneficial to both of us.

                                    Sincerely,




Enclosed is a duplicate copy of this letter which I would appreciate your
signing and returning indicating agreement with the above.




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VICTOR T. ALESSANDRO                      DATE