S-8

As filed with the Securities and Exchange Commission on December 4, 2007

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________________________

The Great Atlantic & Pacific Tea Company, Inc.
(Exact name of registrant as specified in its charter)

Maryland	13-1890974
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

Two Paragon Drive
Montvale, New Jersey 07645
(201) 573-9700
(Address of principal executive offices)
__________________________________________

A&P-Pathmark Amended & Restated 2000 Employee Equity Plan
A&P-Pathmark Amended & Restated 2000 Non-Employee Directors Equity Plan
(Full title of the plans)
___________________________________________

Allan Richards
Senior Vice President, Human Resources, Labor Relations, Legal Services & Secretary
The Great Atlantic & Pacific Tea Company, Inc.
Two Paragon Drive
Montvale, New Jersey 07645
(201) 573-9700
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________

With copies to:
John Schuster, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3000

__________________________________________

CALCULATION OF REGISTRATION FEE
		Proposed maximum	Proposed maximum
Title of	Amount to be	offering price	aggregate offering	Amount of
securities to be registered	registered(1) (2)	per share(3)	price(3)	registration fee
Common Stock, $1.00 par value per share	12,294,118(4)	$30.29	$372,388,834.22	$11,432.34

(1)	There are also registered hereunder such indeterminate number of additional shares as may become subject to awards under the Plan as a result of the antidilution provision contained therein.
(2)	In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(3)	Estimated solely for purposes of calculating the registration fee. Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, the registration fee has been calculated based on the average of the high and low sale prices reported for the Common Stock of The Great Atlantic & Pacific Tea Company, Inc. on November 30, 2007, which was $30.29 per share, as reported on the New York Stock Exchange.
(4)	Represents 12,294,118 shares of Common Stock reserved for future issuance under the A&P-Pathmark Amended & Restated 2000 Employee Equity Plan and the A&P-Pathmark Amended & Restated 2000 Non-Employee Directors Equity Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.      Plan Information.*

ITEM 2.      Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.      INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed by The Great Atlantic & Pacific Tea Company, Inc. (“A&P,” the “Registrant” or the “Company”) with the Securities and Exchange Commission (the “Commission”) and are hereby incorporated by reference into this Registration Statement:

     A&P’s Quarterly Reports on Form 10-Q (File No. 1-04141) for the fiscal quarter ended June 16, 2007, as filed with the Commission on July 25, 2007 and for the fiscal quarter ended September 8, 2007, filed with the Commission on October 17, 2007.

     A&P’s Annual Report on Form 10-K (File No. 1-04141) for the fiscal year ended February 24, 2007, filed with the Commission on April 25, 2007.

     A&P’s Current Reports on Form 8-K (File No. 1-04141) filed on February 28, 2007, March 5, 2007, March 6, 2007, March 14, 2007, April 20, 2007, April 26, 2007, May 7, 2007, May 21, 2007, May 31, 2007, June 21, 2007, June 25, 2007, July 16, 2007, July 23, 2007, August 8, 2007, August 24, 2007, September 19, 2007, September 20, 2007, October 22, 2007, October 24, 2007, November 6, 2007, November 7, 2007, November 8, 2007, November 19, 2007, November 26, 2007, November 30, 2007 and December 4, 2007.

A&P’s Proxy Statement on Schedule 14A (File No. 1-04141) filed May 25, 2007.

     The description of A&P’s Common Stock contained in our Form S-4 (File No. 333-143212) filed May 24, 2007, including any further amendment or report filed for the purpose of updating such description.

     In addition, all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

     The description of the Registrant’s Common Stock to be issued pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II.

ITEM 5.      INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.      INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Under the Maryland General Corporation Law (the “MGCL”), a Maryland corporation may indemnify any director or officer made or threatened to be made a party to any proceeding by reason of service in that capacity unless it is established that (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, (2) the director or officer actually received an improper personal benefit in money, property or services, or (3) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

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     Under the MGCL, reasonable expenses may be advanced to a present or former director, or to an officer, employee or agent who is not a director to the same extent that they may be advanced to a director, unless limited by the charter. Advances of reasonable expenses to directors, officers, employees and agents prior to the final adjudication of a proceeding may be generally authorized in the corporation’s charter or bylaws, by action of the board of directors, by contract, or upon a determination that indemnification is proper made by the board of directors, special legal counsel or the stockholders as described below. The director, officer, employee or agent must give to the corporation a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification by the corporation has been met, and a written undertaking providing that if it is ultimately determined that the standard of conduct has not been met, the director, officer, employee or agent will repay the amount advanced.

     Under the MGCL, unless limited by a corporation’s charter, a court of appropriate jurisdiction may, under certain circumstances, order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or officer has met the standards of conduct required under the MGCL or has been adjudged liable on the basis that a personal benefit was improperly received in a proceeding charging improper personal benefit to the director or the officer. The A&P charter does not contain provisions limiting such indemnification. If the proceeding was an action by or in the right of the corporation or involved a determination that the director or officer received an improper personal benefit, however, no indemnification may be made if the individual is adjudged liable to the corporation, except to the extent of expenses approved by a court of appropriate jurisdiction.

     The MGCL also provides that, where indemnification is permissible, it must be authorized for a specific proceeding after a determination has been made that indemnification of the director or officer is permissible in the circumstances because the director or officer has met the standard of conduct described above. Such determination must be made (1) by a majority vote of a quorum of the board of directors consisting of directors who are not parties to the proceeding (or if such a quorum cannot be obtained, the determination may be made by a majority vote of a committee of the board which consists solely of one or more directors who are not parties to the proceeding and who were designated to act by a majority of the full board of directors), (2) by special legal counsel selected by the board of directors or by a committee of the board of directors by vote as set forth in the preceding subsection (1) (or if the requisite quorum of the board of directors cannot be obtained and the committee cannot be established, a majority of the full board of directors, including directors who are parties, may select the special counsel), or (3) by a vote of the stockholders other than those stockholders who are directors or officers and a party to the proceedings. The MGCL provides that the indemnification and advancement of expenses provided under the MGCL are not exclusive of any other rights, by indemnification or otherwise, to which a director or officer may be entitled under the charter, the bylaws, a resolution of stockholders or directors, an agreement or otherwise.

     The MGCL also requires a corporation (unless its charter provides otherwise, which A&P’s charter does not) to indemnify reasonable expenses for a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made or threatened to be made a party by reason of his service in that capacity. In addition, the MGCL provides that a corporation may not indemnify a director or officer or advance expenses for a proceeding brought by that director or officer against the corporation, except for a proceeding brought to enforce indemnification, or unless the charter, bylaws, resolution of the board of directors, or an agreement approved by the board of directors expressly provides otherwise.

     A&P’s charter provides that A&P shall indemnify and advance expenses to any person who is or was a director or officer of A&P to the maximum extent now or hereafter permitted by law in connection with any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) arising out of such person’s service as a director or officer of either A&P or of another organization at A&P’s request. A&P’s charter also provides that A&P shall indemnify any person who is or was an employee or agent of A&P as and to the extent required by law and may, as authorized at any time by general or specific action of the Board of Directors, further indemnify such individuals to the maximum extent now or hereafter permitted by law, in connection with any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) arising out of such person’s service in such capacity to A&P or to another organization at A&P’s request.

     The rights of indemnification provided in A&P’s charter are not exclusive of any other rights which may be available under any insurance or other agreement, by vote of stockholders or disinterested directors or otherwise. In

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addition, the charter authorizes A&P to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of A&P or who is or was serving at the request of A&P as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in or arising out of his position, whether or not A&P would have the power to indemnify him under the provisions of the MGCL or otherwise.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.      EXHIBITS.

     The Exhibits to this Registration Statement are listed in the Exhibit Index on Page E1 of this Registration Statement (the “Index”), which Index is incorporated herein by reference.

ITEM 9.      UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

(1)      To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
	(i)      to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii)      to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
	(iii)    to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2)      That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)      That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
	(i)      If the Registrant is relying on Rule 430B:

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		(A)      Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
		(B)      Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
	(ii)      If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)      That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
	(i)      Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
	(ii)     Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
	(iii)    The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
	(iv)    Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

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     The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on December 3, 2007.

The Great Atlantic & Pacific Tea Company, Inc.
By:	/s/ Eric Claus
	Name: Eric Claus
	Title: President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on December 3, 2007. Each person whose signature appears below hereby appoints Allan Richards and Chris McGarry, and each of them singly, such person’s true and lawful attorneys, with full power to them and each of them to sign, for such person and in such person’s name and capacity indicated below, any and all amendments and post-effective amendments and supplements to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in their names in their capacities as officers and directors to enable the registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission.

Name	Title
/s/ Christian W. E. Haub	Executive Chairman and Director
Name: Christian W. E. Haub
/s/ John D. Barline	Director
Name: John D. Barline
/s/ Dr. Jens-Jurgen Böckel	Director
Name: Dr. Jens-Jurgen Böckel
/s/ Bobbie Andrea Gaunt	Director
Name: Bobbie Andrea Gaunt
/s/ Dr. Andreas Guldin	Director
Name: Dr. Andreas Guldin
/s/ Dan Plato Kourkoumelis	Director
Name: Dan Plato Kourkoumelis
/s/ Edward Lewis	Director
Name: Edward Lewis
/s/ Maureen B. Tart-Bezer	Director
Name: Maureen B. Tart-Bezer
/s/ Brenda M. Galgano	Senior Vice President, Chief Financial Officer
Name: Brenda M. Galgano
/s/ Melissa E. Sungela	Vice President, Corporate Controller
Name: Melissa E. Sungela	(Chief Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
2.1	Agreement and Plan of Merger by and among The Great Atlantic & Pacific Tea Company,
	Inc., Sand Merger Corp. and Pathmark Stores, Inc., dated as of March 4, 2007 (incorporated
	herein by reference to Annex A to the joint proxy statement/prospectus which is part of the
	Amended Registration Statement on Form S-4 filed on October 9, 2007).
3.1	Amended and Restated Charter of The Great Atlantic & Pacific Tea Company, Inc. (incorpo-
	rated herein by reference to Exhibit 3.1 to Form 8-K filed on November 8, 2007).
3.2	By-Laws of The Great Atlantic & Pacific Tea Company, Inc., as amended and restated through
	December 3, 2007 (incorporated herein by reference to Exhibit 3.2 to Form 8-K filed on December 4, 2007).
4.1	Amended and Restated Warrant Agreement, dated as of March 4, 2007, by and among The
	Great Atlantic & Pacific Tea Company, Inc., Yucaipa Corporate Initiatives Fund I, LP, Yu-
	caipa American Alliance (Parallel) Fund I, LP and Yucaipa American Alliance Fund I, LP
	(incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on March 6, 2007).
4.2	Yucaipa Stockholder Agreement, dated as of March 4, 2007, by and among The Great Atlantic
	& Pacific Tea Company, Inc., Yucaipa Corporate Initiatives Fund I, LP, Yucaipa American
	Alliance (Parallel) Fund I, LP and Yucaipa American Alliance Fund I, LP (incorporated herein
	by reference to Exhibit 4.2 to Form 8-K filed on March 5, 2007).
4.3	Stockholder Agreement, dated as of March 4, 2007, by and among The Great Atlantic & Pa-
	cific Tea Company, Inc. and Tengelmann Warenhandelsgesellschaft KG (incorporated herein
	by reference to Exhibit 4.3 to Form 8-K filed on March 5, 2007).
4.4	A&P-Pathmark Amended & Restated 2000 Employee Equity Plan.
4.5	A&P-Pathmark Amended & Restated 2000 Non-Employee Directors Equity Plan.
5.1	Opinion of McGuireWoods LLP regarding legality of common stock being registered.
10.1	Pathmark Stores, Inc. Stockholder Voting Agreement, dated as of March 4, 2007, by and
	among The Great Atlantic & Pacific Tea Company, Inc., Yucaipa Corporate Initiatives Fund I,
	LP, Yucaipa American Alliance (Parallel) Fund I, LP and Yucaipa American Alliance Fund I,
	LP (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on March 5, 2007).
23.1	Consent of McGuireWoods LLP (included as part of its opinion filed as Exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm for
	The Great Atlantic & Pacific Tea Company, Inc.
23.3	Consent of Independent Auditors from Ernst & Young LLP
24.1	Power of Attorney (included on signature page to this registration statement).

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EX-4.4

EXHIBIT 4.4

A&P-PATHMARK AMENDED AND RESTATED
2000 EMPLOYEE EQUITY PLAN

1.      Purposes

     The purposes of the A&P-Pathmark Amended and Restated 2000 Employee Equity Plan (the “Plan”) are to attract, retain and motivate key employees of the Company, to compensate them for their contributions to the growth and profits of the Company and to encourage ownership by them of Common Stock.

2.      Definitions

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

     “Administrator” means the individual or individuals to whom the Committee delegates authority under the Plan in accordance with Section 3(d).

     “Award” means an award made pursuant to the terms of the Plan to an Eligible Individual in the form of Stock Options, Stock Appreciation Rights, Stock Awards, Restricted Stock Units, Performance Units or Other Awards.

     “Award Agreement” means a written document approved in accordance with Section 3 which sets forth the terms and conditions of the Award to the Participant. An Award Agreement may be in the form of (i) an agreement between the Company which is executed by an officer on behalf of the Company and is signed by the Participant or (ii) a certificate issued by the Company which is executed by an officer on behalf of the Company but does not require the signature of the Participant.

     “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

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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, other than, for purposes of Section 7(c)(i) hereof, a merger, amalgamation or consolidation with, or sale or other disposition of assets to or acquisition of assets of Yucaipa (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

     (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, (iv) an entity

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owned, directly or indirectly, by the shareholders of Pathmark in substantially the same proportions as their ownership of stock of Pathmark, or, for purposes of Section 7(c)(i) hereof, (v) Yucaipa.

     “Subsidiary” means with respect to any Person, any entity of which:

     (i)      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

     (ii)     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.

* * * *

     “Code” means the Internal Revenue Code of 1986, as amended, and the applicable rulings and regulations (including any proposed regulations) thereunder.

     “Committee” means the Compensation Committee of the Board, any successor committee thereto or any other committee appointed from time to time by the Board to administer the Plan. The Committee shall consist of at least two individuals and shall serve at the pleasure of the Board. To the extent acting under Section 14 hereof, the Committee shall be comprised solely of “outside directors” within the meaning of Section 162(m).

     “Common Stock” means the Common Stock of the Company, par value $1.00 per share, or such other class or kind of shares or other securities as may be applicable under Section 16 below.

     “Company” means, individually and collectively, The Great Atlantic & Pacific Tea Company, Inc. and its Subsidiaries, and any successor thereto.

     “Eligible Individuals” means the individuals described in Section 6 who are eligible for Awards under the Plan.

     “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the applicable rulings and regulations thereunder.

     “Excluded Individual” means any individual who is designated by the Company at the time of hire or other engagement as not eligible to participate in the Plan.

     “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

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accordance with a valuation methodology approved by the Committee, and according to the following, as applicable:

     (i) If the Common Stock is quoted on the New York Stock Exchange (the “NYSE”), 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 NYSE, 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 NYSE 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.

     “Incentive Stock Option” means a Stock Option that is an “incentive stock option” within the meaning of Section 422 of the Code and designated by the Committee as an Incentive Stock Option in an Award Agreement.

     “Nonqualified Stock Option” means a Stock Option that is not an Incentive Stock Option.

     “Other Award” means any other form of award authorized under Section 13 of the Plan.

     “Participant” means an Eligible Individual to whom an Award has been granted under the Plan.

     “Pathmark” means Pathmark Stores, Inc., a Delaware corporation.

     “Performance Unit” means a performance unit granted to an Eligible Individual pursuant to Section 12 hereof.

     “Restricted Stock Unit” means a restricted stock unit granted to an Eligible Individual pursuant to Section 11 hereof.

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     “Qualifying Award” means an Award intended to qualify under the exception for performance-based compensation in Section 162(m) granted to an Eligible Individual pursuant to Section 14 hereof.

     “Section 162(m)” shall mean Section 162(m) of the Code.

     “Stock Appreciation Right” means a right to receive all or some portion of the appreciation on shares of Common Stock granted to an Eligible Individual pursuant to Section 9 hereof.

     “Stock Award” means a share of Common Stock granted to an Eligible Individual for no consideration other than the provision of services or offer for sale to an Eligible Employee at a purchase price determined by the Committee, in either case pursuant to Section 10 hereof.

     “Stock Option” means an Award to purchase shares of Common Stock granted to an Eligible Individual pursuant to Section 8 hereof, which Award may be either an Incentive Stock Option or a Nonqualified Stock Option.

     “Subsidiary” means (i) a corporation or other entity with respect to which Pathmark, 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 Pathmark, directly or indirectly, has an equity or similar interest and which the Committee designates as a Subsidiary for purposes of the Plan.

     “Yucaipa” shall mean The Yucaipa Companies, LLC and its affiliates.

3.     Administration of the Plan

     (a)     Power and Authority of the Committee. The Plan shall be administered by the Committee, which shall have full power and authority, subject to the express provisions hereof:

(i)	to select Participants from the Eligible Individuals;
(ii)	to make Awards in accordance with the Plan;
(iii)	to determine the number of shares of Common Stock subject to each Award or the cash amount payable in connection with an Award;
(iv)	to determine the terms and conditions of each Award, other than the terms and conditions that are expressly required under the terms of the Plan;
(v)	to specify and approve the provisions of the Award Agreements delivered to Participants in connection with their Awards;

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(vi)	to construe and interpret any Award Agreement delivered under the Plan;
(vii)	to prescribe, amend and rescind rules and procedures relating to the Plan;
(viii)	to vary the terms of Awards to take account of tax, securities law and other regulatory requirements of foreign jurisdictions;
(ix)	subject to the provisions of the Plan and subject to such additional limitations and restrictions as the Committee may impose, to delegate to one or more officers of the Company some or all of its authority under the Plan;
(x)	to employ such legal counsel, independent auditors and consultants as it deems desirable for the administration of the Plan and to rely upon any opinion or computation received therefrom; and
(xi)	to make all other determinations and to formulate such procedures as may be necessary or advisable for the administration of the Plan.

     (b) Plan Construction and Interpretation. The Committee shall have full power and authority, subject to the express provisions hereof, to construe and interpret the Plan.

     (c)      Determinations of Committee Final and Binding. All determinations by the Committee in carrying out and administering the Plan and in construing and interpreting the Plan shall be final, binding and conclusive for all purposes and upon all persons interested herein.

     (d)      Delegation of Authority. The Committee may, but need not, from time to time delegate some or all of its authority under the Plan to an Administrator consisting of one or more members of the Committee or of one or more officers of the Company; provided, however, that the Committee may not delegate its authority (i) to make Awards to Eligible Individuals who are officers of the Company who are delegated authority by the Committee hereunder, or (ii) under Sections 3(b), 14 and 17 of the Plan. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation or thereafter. Nothing in the Plan shall be construed as obligating the Committee to delegate authority to an Administrator, and the Committee may at any time rescind the authority delegated to an Administrator appointed hereunder or appoint a new Administrator. At all times, the Administrator appointed under this Section 3(d) shall serve in such capacity at the pleasure of the Committee. Any action undertaken by the Administrator in accordance with the Committee’s delegation of authority shall have the same force and effect as if undertaken directly by the Committee, and any reference in the Plan to the Committee shall, to the extent consistent with the terms and limitations of such delegation, be deemed to include a reference to the Administrator.

     (e)      Liability of Committee. No member of the Committee shall be liable for any action or determination made in good faith, and the members of the Committee shall be entitled to indemnification and reimbursement in the manner provided in Pathmark’s Certificate of Incorporation as it may be amended from time to time. In the performance of its

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responsibilities with respect to the Plan, the Committee shall be entitled to rely upon information and advice furnished by the Company’s officers, the Company’s accountants, the Company’s counsel and any other party the Committee deems necessary, and no member of the Committee shall be liable for any action taken or not taken in reliance upon any such advice.

     (f)      Action by the Board. Anything in the Plan to the contrary notwithstanding, except with respect to matters which are required to be determined under Section 162(m) in the sole and absolute discretion of the Committee, any authority or responsibility, which, under the terms of the Plan, may be exercised by the Committee, may alternatively be exercised by the Board.

4.      Effective Date and Term

     The Plan shall become effective upon its adoption by the Board subject to its approval by the stockholders of Pathmark. Prior to such stockholder approval, the Committee may grant Awards conditioned on stockholder approval. If such stockholder approval is not obtained at or before the first annual meeting of stockholders to occur after the adoption of the Plan by the Board (including any adjournment or adjournments thereof), the Plan and any Awards made thereunder shall terminate ab initio and be of no further force and effect. In no event shall any Awards be made under the Plan after the tenth anniversary of the date of stockholder approval.

5.      Shares of Common Stock Subject to the Plan

     (a)      General. Subject to adjustment as provided in Section 16(b) hereof, the number of shares of Common Stock that may be issued pursuant to Awards under the Plan (the “Section 5 Limit”) shall not exceed, in the aggregate, 11,514,118 shares. Shares issued under this Plan may be either authorized but unissued shares, treasury shares or any combination thereof.

     (b)      Rules Applicable to Determining Shares Available for Issuance. For purposes of determining the number of shares of Common Stock that remain available for issuance, the following shares shall be added back to the Section 5 Limit and again be available for Awards:

(i)	The number of shares tendered to pay the exercise price of a Stock Option or other Award; and
(ii)	The number of shares withheld from any Award to satisfy a Participant’s tax withholding obligations or, if applicable, to pay the exercise price of a Stock Option or other Award.

In addition, the Section 5 Limit shall not be reduced by shares of Common Stock subject to an Award (other than an Incentive Stock Option) for which shareholder approval is not required by the rules or listing standards of the NASDAQ National Market or other applicable market or exchange on which the Common Stock is then listed.

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6.      Eligible Individuals

     Awards may be granted by the Committee to individuals (“Eligible Individuals”) who are: (i) officers or other key employees of the Company or other individuals designated by the Company who provide substantial services to the Company; (ii) employees of joint ventures, partnerships or similar business organizations in which the Company has a direct or indirect equity interest; and (iii) individuals who provide services to any similar joint ventures or business organizations in which the Company may participate in the future. Excluded Individuals are not eligible to receive Awards under the Plan. Members of the Committee will not be eligible to receive Awards under the Plan. An individual’s status as an Administrator will not affect his or her eligibility to participate in the Plan.

7.      Awards in General

     (a)      Types of Award and Award Agreement. Awards under the Plan may consist of Stock Options, Stock Appreciation Rights, Stock Awards, Restricted Stock Units, Performance Units or Other Awards. Any Award described in Sections 8 through 13 of the Plan may be granted singly or in combination or tandem with any other Award, as the Committee may determine. Awards may be made in combination with, in replacement of, or as alternatives to grants of rights under any other employee compensation plan of the Company, including the plan of any acquired entity, or may be granted in satisfaction of the Company’s obligations under any such plan.

     (b)      Terms Set Forth in Award Agreement. The terms and provisions of an Award shall be set forth in a written Award Agreement approved by the Committee and delivered or made available to the Participant as soon as practicable following the date of the award. The vesting, exercisability, payment and other restrictions applicable to an Award (which may include, without limitation, restrictions on transferability or provision for mandatory resale to the Company) shall be determined by the Committee and set forth in the applicable Award Agreement. Notwithstanding the foregoing, the Committee may accelerate (i) the vesting or payment of any Award, (ii) the lapse of restrictions on any Award or (iii) the date on which any Stock Option, Stock Appreciation Right or other Award first becomes exercisable. The terms of Awards may vary among Participants and the Plan does not impose upon the Committee any requirement to make Awards subject to uniform terms. Accordingly, the terms of individual Award Agreements may vary.

     (c)      Termination of Employment and Change in Control. The terms of this Section 7(c) shall apply unless the Committee, in its sole discretion, determines that alternative terms shall be included in any Award Agreement in which case the terms in such Award Agreement shall govern the rights of the Participant.

(i)	In the event of a Change in Control, all unvested Awards under the Plan shall become vested immediately prior to the Change in Control.
(ii)	Except as provided in Sections 7(c)(iii), 7(c)(iv) and 7(c)(v) below, in the event that a Participant’s employment or other engagement with the Company is terminated for any reason unless otherwise determined by the

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	Committee in its sole discretion, the unvested portion of any outstanding Award held by such Participant shall lapse and become void and the vested portion of any such Awards will remain exercisable for a period of sixty days after the date of such termination.
(iii)	With respect to any Stock Option, if a Participant ceases to be employed or otherwise engaged by the Company by reason of death or permanent and total disability within the meaning of Section 22(e)(3) of the Code, the unvested portion of any outstanding Stock Option held by such Participant shall lapse and become void and the vested portion of any such Stock Option will remain exercisable for a period of twelve months after the date of such termination.
(iv)	With respect to any Nonqualified Stock Option, if a Participant ceases to be employed by the Company by reason of his or her retirement on or after the Participant’s 65th birthday, the unvested portion of any outstanding Nonqualified Option held by such Participant shall lapse and become void and the vested portion of any such Nonqualified Stock Option will remain exercisable for a period of twelve months after the date of such termination.
(v)	With respect to any Incentive Stock Option, in the event that a Participant’s employment with the Company is terminated for any reason other than death or disability, the unvested portion of any outstanding Incentive Stock Option held by such Participant shall lapse and become void and the vested portion of any such Incentive Stock Option will remain exercisable for a period of ninety days after the date of such termination.
(vi)	The date of termination of a Participant’s employment or other engagement for any reason shall be determined in the sole discretion of the Committee.
(vii)	With respect to any Stock Option or Stock Appreciation Right, in the sole discretion of the Committee, the Company may provide for any of the following in the event of a Change in Control:
	(A)	The continuation of the Stock Option or Stock Appreciation Right by the Company (if the Company is the surviving corporation);
	(B)	The assumption of the Stock Option or Stock Appreciation Right by the surviving corporation or its parent;
	(C)	The substitution by the surviving corporation or its parent of stock option(s) or stock appreciation right(s) with substantially the same terms for the Stock Option or Stock Appreciation Right; or

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(D)      The cancellation of the Stock Option or Stock Appreciation Right upon payment to the Participant of an amount in cash or cash equivalents equal to (1) the Fair Market Value at the time of the Change in Control of the shares of Common Stock subject to the Stock Option or Stock Appreciation Right, minus (2) the exercise price of the Stock Option or Stock Appreciation Right.

     (d)      Dividends and Dividend Equivalents. The Committee may provide Participants with the right to receive dividends or payments equivalent to dividends or interest with respect to outstanding Awards, which payments can either be paid currently or deemed to have been reinvested in shares of Common Stock, and can be made in Common Stock, cash or a combination thereof, as the Committee shall determine.

8.      Stock Options

     (a)      Terms of Stock Options Generally. A Stock Option shall entitle the Participant to whom the Stock Option was granted to purchase a specified number of shares of Common Stock during a specified period at a price that is determined in accordance with Section 8(b) below. Stock Options may be either Nonqualified Stock Options or Incentive Stock Options. The Committee will fix the vesting and exercisability conditions applicable to a Stock Option, provided that no Stock Option shall vest sooner than one year from the date of grant (subject to early vesting as provided in Section 7(c) above and such other additional circumstances as the Committee may determine, in its discretion).

     (b)      Exercise Price. The exercise price per share of Common Stock purchasable under a Stock Option shall be fixed by the Committee at the time of grant or, alternatively, shall be determined by a method specified by the Committee at the time of grant; provided, however, that the exercise price per share shall be no less than 100% of the Fair Market Value per share on the date of grant (or if the exercise price is not fixed on the date of grant, then on such date as the exercise price is fixed); and provided further, that, except as provided in Section 16(b) below, the exercise price per share of Common Stock applicable to a Stock Option may not be adjusted or amended, including by means of amendment, cancellation or the replacement of such Stock Option with a subsequently awarded Stock Option.

     (c)      Option Term. The term of each Stock Option shall be fixed by the Committee and shall not exceed ten years from the date of grant.

     (d)      Method of Exercise. Subject to the provisions of the applicable Award Agreement, the exercise price of a Stock Option may be paid in cash or previously owned shares or a combination thereof and, if the applicable Award Agreement so provides, in whole or in part through the withholding of shares subject to the Stock Option with a value equal to the exercise price. In accordance with the rules and procedures established by the Committee for this purpose, the Stock Option may also be exercised through a “cashless exercise” procedure approved by the Committee involving a broker or dealer approved by the Committee, that affords Participants the opportunity to sell immediately some or all of the shares underlying the exercised portion of the Stock Option in order to generate sufficient cash to pay the Stock Option exercise price and/or to satisfy withholding tax obligations related to the Stock Option.

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9.      Stock Appreciation Rights

     (a)      General. A Stock Appreciation Right shall entitle a Participant to receive, upon satisfaction of the conditions to the payment specified in the applicable Award Agreement, an amount equal to the excess, if any, of the Fair Market Value on the exercise date of the number of shares of Common Stock for which the Stock Appreciation Right is exercised, over the exercise price for such Stock Appreciation Right specified in the applicable Award Agreement. The exercise price per share of Common Stock covered by a Stock Appreciation Right shall be fixed by the Committee at the time of grant or, alternatively, shall be determined by a method specified by the Committee at the time of grant; provided, however, that, except as provided in Section 9(b) below, the exercise price per share shall be no less than 100% of the Fair Market Value per share on the date of grant (or if the exercise price is not fixed on the date of grant, then on such date as the exercise price is fixed); and provided further, that, except as provided in Section 16(b) below, the exercise price per share of Common Stock subject to a Stock Appreciation Right may not be adjusted or amended, including by means of amendment, cancellation or the replacement of such Stock Appreciation Right with a subsequently awarded Stock Appreciation Right. Notwithstanding the foregoing, the exercise price per share of a Stock Appreciation Right that is a Substitute Award may be less than the Fair Market Value per share on the date of award, provided, that such exercise price is not less than the minimum exercise price that would be permitted for an equivalent Stock Option as determined in accordance with Section 8(b) above. At the sole discretion of the Committee, payments to a Participant upon exercise of a Stock Appreciation Right may be made in cash, in shares of Common Stock having an aggregate Fair Market Value as of the date of exercise equal to such amount, or in a combination of cash and shares having an aggregate value as of the date of exercise equal to such amount.

     (b)      Stock Appreciation Rights in Tandem with Stock Options. A Stock Appreciation Right may be granted alone or in addition to other Awards, or in tandem with a Stock Option. A Stock Appreciation Right granted in tandem with a Stock Option may be granted either at the same time as such Stock Option or subsequent thereto. If granted in tandem with a Stock Option, a Stock Appreciation Right shall cover the same number of shares of Common Stock as covered by the Stock Option (or such lesser number of shares as the Committee may determine) and shall be exercisable only at such time or times and to the extent the related Stock Option shall be exercisable, and shall have the same term and exercise price as the related Stock Option (which, in the case of a Stock Appreciation Right granted after the grant of the related Stock Option, may be less than the Fair Market Value per share on the date of grant of the tandem Stock Appreciation Right). Upon exercise of a Stock Appreciation Right granted in tandem with a Stock Option, the related Stock Option shall be canceled automatically to the extent of the number of shares covered by such exercise; conversely, if the related Stock Option is exercised as to some or all of the shares covered by the tandem grant, the tandem Stock Appreciation Right shall be canceled automatically to the extent of the number of shares covered by the Stock Option exercise.

10.      Stock Awards

     (a)      General. A Stock Award shall consist of one or more shares of Common Stock granted to a Participant for no consideration other than the provision of services (or, if

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required by applicable law in the reasonable judgment of the Company, for payment of the par value of such shares). Stock Awards shall be subject to such restrictions (if any) on transfer or other incidents of ownership for such periods of time, and shall be subject to such conditions of vesting, as the Committee may determine and as shall be set forth in the applicable Award Agreement.

     (b)      Distributions. Any shares of Common Stock or other securities of the Company received by a Participant to whom a Stock Award has been granted as a result of a stock distribution to holders of Common Stock or as a stock dividend on Common Stock shall be subject to the same terms, conditions and restrictions as such Stock Award.

11.      Restricted Stock Units

     An Award of Restricted Stock Units shall consist of a grant of units, each of which represents the right of the Participant to receive one share of Common Stock, subject to the terms and conditions established by the Committee in connection with the Award and set forth in the applicable Award Agreement. Upon satisfaction of the conditions to vesting and payment specified in the applicable Award Agreement, Restricted Stock Units will be payable in Common Stock, equal to the Fair Market Value of the shares subject to such Restricted Stock Units.

12.      Performance Units

     Performance units may be granted as fixed or variable share- or dollar-denominated units subject to such conditions of vesting and time of payment as the Committee may determine and as shall be set forth in the applicable Award Agreement relating to such Performance Units. Performance Units may be paid in Common Stock, cash or a combination of Common Stock and cash, as the Committee may determine.

13.      Other Awards

     The Committee shall have the authority to specify the terms and provisions of other forms of equity-based or equity-related Awards not described above which the Committee determines to be consistent with the purpose of the Plan and the interests of the Company, which Awards may provide for cash payments based in whole or in part on the value or future value of Common Stock, for the acquisition or future acquisition of Common Stock, or any combination thereof. Other Awards shall also include cash payments (including the cash payment of dividend equivalents) under the Plan which may be based on one or more criteria determined by the Committee which are unrelated to the value of Common Stock and which may be granted in tandem with, or independent of, other Awards under the Plan.

14.      Section 162(m)

     (a)      General. The Committee shall have the authority, in its sole discretion, to grant to any Eligible Individual an Award that is intended to qualify under the exception for performance-based compensation in Section 162(m) (a “Qualifying Award”). No provision of the Plan shall apply with respect to a Qualifying Award to the extent that it would not satisfy the requirements of Section 162(m).

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     (b)      Stock Options and Stock Appreciation Rights. The Committee shall not grant to any Eligible Individual in any sixty-month period beginning on or after January 1, 2002 Qualifying Awards that are Stock Options or Stock Appreciation Rights, subject to which the aggregate number of shares of Common Stock exceeds 3,000,000.

     (c)      Minimum Vesting. Restricted Stock Units, Stock Awards, Performance Units and Other Awards that are granted in respect to individual or corporate performance shall vest no sooner than one year from the date of grant, and Restricted Stock Units, Stock Awards, Performance Units and Other Awards that are granted in connection with hiring or retention arrangements between the Company and a Participant shall vest no sooner than three years from the date of grant (subject to early vesting as provided in Section 7(c) above and such other additional circumstances as the Committee may determine, in its discretion).

     (d)      Stock Awards, Restricted Stock Units, Performance Units and Other Awards. The Committee shall not grant to any Eligible Individual in any sixty-month period beginning on or after January 1, 2002 Qualifying Awards that are Stock Awards, Restricted Stock Units, Performance Units or Other Awards, subject to which the aggregate number of shares of Common Stock exceeds 1,000,000. For each such Qualifying Award, the Committee shall establish in accordance with the requirements of Section 162(m) a performance period and an objectively determinable performance target which shall include one or more of the following components of overall Company performance: (i) same store sales, (ii) earnings before interest, taxes, depreciation and amortization, (iii) working capital, (iv) operating profit, (v) return on equity, (vi) return on invested capital, and (vii) earnings per share, in each case as determined in accordance with the Company’s accounting practices in effect on the first day of such fiscal year (the “Performance Goal”). The amount payable under or the vesting of the Qualifying Award shall be determined based on achievement of the Performance Goal; provided, however, that the Committee, in its discretion, may reduce the amount payable to any Participant under or the vesting of any Qualifying Award. Except as otherwise provided in Section 7(c)(i), prior to payment or vesting of the Qualifying Award, the Committee shall certify the achievement of the Performance Goal in a manner intended to satisfy the requirements of Section 162(m).

15.      Certain Restrictions

     (a)      Transfers. Unless the Committee determines otherwise, no Award shall be transferable other than by will or by the laws of descent and distribution or pursuant to a domestic relations order; provided, however, that the Committee may, in its discretion and subject to such terms and conditions as it shall specify, permit the transfer of an Award for no consideration to a Participant’s family members or to one or more trusts or partnerships established in whole or in part for the benefit of one or more of such family members (collectively, “Permitted Transferees”). Any Award transferred to a Permitted Transferee shall be further transferable only by will or the laws of descent and distribution or, for no consideration, to another Permitted Transferee of the Participant. The Committee may in its discretion permit transfers of Awards other than those contemplated by this Section.

     (b)      Exercise. During the lifetime of the Participant, a Stock Option, Stock Appreciation Right or similar-type Other Award shall be exercisable only by the Participant or

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by a Permitted Transferee to whom such Stock Option, Stock Appreciation Right or Other Award has been transferred in accordance with Section 15(a).

16.      Recapitalization or Reorganization

     (a)      Authority of the Company and Stockholders. The existence of the Plan, the Award Agreements and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, 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.

     (b)      Change in Capitalization. The number and kind of shares authorized for issuance under Section 5(a) above, shall be equitably adjusted in the event of a stock split, stock dividend, recapitalization, reorganization, merger, consolidation, extraordinary dividend, split-up, spin-off, combination, exchange of shares, warrants or rights offering to purchase Common Stock at a price substantially below Fair Market Value or other similar corporate event affecting the Common Stock in order to preserve, but not increase, the benefits or potential benefits intended to be made available under the Plan. In addition, upon the occurrence of any of the foregoing events, the number of outstanding Awards and the number and kind of shares subject to any outstanding Award and the purchase price per share, if any, under any outstanding Award shall be equitably adjusted (including by payment of cash to a Participant) in order to preserve the benefits or potential benefits intended to be made available to Participants granted Awards. Such adjustments shall be made by the Committee, whose determination as to what adjustments shall be made, and the extent thereof, shall be final. Unless otherwise determined by the Committee, such adjusted Awards shall be subject to the same vesting schedule and restrictions to which the underlying Award is subject.

17.      Amendments

     The Board or Committee may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that any amendment which under the requirements of any 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 provided further, that, except as contemplated by Section 16(b) above, the Board or Committee may not, without the approval of the Company’s stockholders, increase the maximum number of shares issuable under the plan, reduce the exercise price of a Stock Option or Stock Appreciation Right, or modify Section 8(b) or Section 14(a) above. No termination or amendment of the Plan may, without the consent of the Participant to whom an Award has been granted, adversely affect the rights of such Participant under such Award. Notwithstanding any provision herein to the contrary, the Board or Committee shall have broad authority to amend the Plan or any Award under the Plan to take

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into account changes in applicable tax laws, securities laws, accounting rules and other applicable state and federal laws.

18.      Miscellaneous

     (a)      Tax Withholding. The Company may require any individual entitled to receive a payment in respect of an Award to remit to the Company, prior to such payment, an amount sufficient to satisfy any Federal, state or local tax withholding requirements. The Company shall also have the right to deduct from all cash payments made pursuant to or in connection with any Award any Federal, state or local taxes required to be withheld with respect to such payments. In the case of an Award payable in shares of Common Stock, the Company may permit such individual to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold shares of Common Stock that would otherwise be received by such individual, pursuant to such rules as the Committee may establish from time to time.

     (b)      No Right to Grants or Employment. No Eligible Individual or Participant shall have any claim or right to receive grants of Awards under the Plan. Nothing in the Plan or in any Award or Award Agreement shall confer upon any employee of the Company any right to continued employment with the Company or interfere in any way with the right of the Company to terminate the employment of any of its employees at any time, with or without cause.

     (c)      Other Compensation. Nothing in this Plan shall preclude or limit the ability of the Company to pay any compensation to a Participant under the Company’s other compensation and benefit plans and programs.

     (d)      Other Employee Benefit Plans. Payments received by a Participant under any Award made pursuant to the Plan shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan or similar arrangement provided by the Company, unless otherwise specifically provided for under the terms of such plan or arrangement or by the Committee.

     (e)      Unfunded Plan. The Plan is intended to constitute an unfunded plan for incentive compensation. Prior to the payment or settlement of any Award, nothing contained herein shall give any Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or payments in lieu thereof with respect to awards hereunder.

     (f)      Securities Law Restrictions. The Committee may require each Eligible Individual purchasing or acquiring shares of Common Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that such Eligible Individual is acquiring the shares for investment and not with a view to the distribution thereof. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stock-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any exchange upon which the Common Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such

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certificates to make appropriate reference to such restrictions. No shares of Common Stock shall be issued hereunder unless the Company shall have determined that such issuance is in compliance with, or pursuant to an exemption from, all applicable federal and state securities laws.

     (g)      Compliance with Rule 16b-3. Notwithstanding anything contained in the Plan or in any Award Agreement to the contrary, if the consummation of any transaction under the Plan would result in the possible imposition of liability on a Participant pursuant to Section 16(b) of the Exchange Act, the Committee shall have the right, in its sole discretion, but shall not be obligated, to defer such transaction or the effectiveness of such action to the extent necessary to avoid such liability, but in no event for a period longer than six months.

     (h)      Section 409A. If any provision of the Plan or any Award Agreement causes any Participant to be subject to the interest and penalties under Section 409A of the Code, such provision shall be modified to maintain, to the maximum extent practicable, the original intent of the provision without violating the requirements of Section 409A of the Code and, notwithstanding any provision in the Plan or any Award Agreement to the contrary, the Committee shall have broad authority to amend the Plan and any Award Agreement, without the approval of the Participant, to the extent necessary or desirable to ensure that the Participant is not subject to the interest and penalties under Section 409A of the Code.

     (i)      Award Agreement. In the event of any conflict or inconsistency between the Plan and any Award Agreement, the Plan shall govern, and the Award Agreement shall be interpreted to minimize or eliminate any such conflict or inconsistency.

     (j)      Expenses. The costs and expenses of administering the Plan shall be borne by the Company.

     (k)      Application of Funds. The proceeds received from the Company from the sale of Common Stock or other securities pursuant to Awards will be used for general corporate purposes.

     (l)      Applicable Law. Except as to matters of federal law, the Plan and all actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware.

19.      Effect of Merger

     On March 4, 2007, The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (“A&P”), Sand Merger Corp., a Delaware corporation (“Merger Sub”), and Pathmark Stores, Inc., a Delaware corporation (for purposes of this Section 19, “Pathmark”) entered into an Agreement and Plan of Merger, as amended by that certain Letter Agreement re: Payment for Fractional Shares, dated June 27, 2007, among Pathmark, A&P and Merger Sub (as so amended, the “Merger Agreement”), which provides for the merger (the “Merger”) of Merger Sub with and into Pathmark, with Pathmark as the surviving corporation. No further Awards shall be made under the Plan on or after the effective time of the Merger. Any Awards outstanding at the effective time of the Merger shall be cashed out or converted into options to purchase A&P common stock as provided in Section 3.3 of the Merger Agreement. Stock

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Options outstanding at the effective time of the Merger that are converted into options to purchase shares of A&P common stock as provided in Section 3.3 of the Merger Agreement shall otherwise remain in effect following the Merger in accordance with their terms except that (i) they shall be fully vested and exercisable, (ii) they shall be subject to the terms of this amended and restated Plan, and (iii) employment with A&P and its Subsidiaries shall be treated as employment with Pathmark and its Subsidiaries.

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EX-4.5

EXHIBIT 4.5

A&P-PATHMARK AMENDED AND RESTATED
2000 NON-EMPLOYEE DIRECTORS EQUITY PLAN

1.      Purpose

     The purpose of the A&P-Pathmark Amended and Restated 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, other than, for purposes of Section 7(b)(i) hereof, a merger, amalgamation or consolidation with, or sale or other disposition of assets to or acquisition of assets of Yucaipa (each, a “Business Combination”), unless, in each case of a Business

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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

     (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, (iv) an entity owned, directly or indirectly, by the shareholders of Pathmark in substantially the same proportions as their ownership of stock of Pathmark, or, for purposes of Section 7(b)(i) hereof, (v) Yucaipa.

     “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

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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.

* * * *

     “Code” means the Internal Revenue Code of 1986, as amended, and the applicable rulings and regulations (including any proposed regulations) thereunder.

     “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 12 below.

     “Company” means, individually and collectively, The Great Atlantic & Pacific Tea Company, Inc. and its Subsidiaries, and any successor thereto.

     “Date of Grant” means, with respect to any Director Option or Director Unit, the date on which such Director Option or Director Unit 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.

     “Director Unit” means a restricted stock unit granted to a Non-Employee Director pursuant to Section 8 hereof.

     “Effective Date” means the effective date of the Plan provided for in Section 10 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:

     (i)      If the Common Stock is quoted on the New York Stock Exchange (the “NYSE”), 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 NYSE, 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

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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 and who is an “Independent Director” as such term (or any replacement term) is used under the rules and listing standards of the NASDAQ National Market or any other applicable market or exchange on which the Common Stock is then listed.

     “Pathmark” means Pathmark Stores, Inc., a Delaware corporation, or any successor thereto, and 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 and Director Units under the Plan shall be embodied in an award agreement or award certificate which shall incorporate the Plan by reference, shall indicate the date on which the

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Director Options or Director Units were granted and the number of Director Options or Director Units granted on such date.

4.      Shares Available

     Subject to adjustment as provided in Section 12 hereof, the number of shares of Common Stock that may be issued pursuant to awards under the Plan (the “Section 4 Limit”) shall not exceed, in the aggregate, 780,000 shares. Shares issued under this Plan may be either authorized but unissued shares, treasury shares or any combination thereof. 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 and Director Units 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. Unless otherwise provided by the Board, 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 or such other number of shares of Common Stock as may be determined by the Board from time to time; 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 a 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

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shall receive Director Options to purchase 15,000 shares of Common Stock or such other number of shares of Common Stock as may be determined by the Board from time to time. 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.

     (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 (A) if the Date of Grant occurs on the date of an Annual Meeting, on the earlier of the anniversary of the Date of Grant and the date of the Annual Meeting that occur in each of the three calendar years following the Date of Grant, or (B) if the Date of Grant does not occur on the date of an Annual Meeting, on each of the first through third anniversaries of the Date of Grant; provided, in each case, that the Non-Employee Director continues to serve as a member of the Board on the applicable 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

6

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.

     (g)      Change in Control. In the discretion of the Board, the Company may provide for any of the following in the event of a Change in Control:

     (i)      The continuation of Director Options by the Company (if the Company is the surviving corporation);

     (ii)      The assumption of Director Options by the surviving corporation or its parent;

     (iii)      The substitution by the surviving corporation or its parent of stock option(s) for Director Options with substantially the same terms; or

     (iv) The cancellation of Director Options upon payment to the Non-Employee Directors of an amount in cash or cash equivalents equal to (1) the Fair Market Value at the time of the Change in Control of the shares of Common Stock subject to the Director Options, minus (2) the exercise price of the Director Options.

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8.      Director Units

     (a)      General. Director Units shall entitle a Non-Employee Director to receive a specified number of shares of Common Stock at a specified time or times or as otherwise provided by the Board, subject to the satisfaction of the conditions to vesting and payment established by the Board and set forth in the applicable award agreement or certificate.

     (b)      Grants. As determined by the Board from time to time, on the date of the first Annual Meeting at or following which the Non-Employee Directors are initially elected or appointed to the Board and/or the date of each Annual Meeting occurring thereafter following which the Non-Employee Director shall continue to serve as a director of the Company, Non-Employee Directors may receive Director Units covering the number of shares of Common Stock determined by the Board.

     (c)      Issuance of Shares. As soon as practicable following the satisfaction of the conditions to vesting and payment of Director Units specified in the applicable award agreement or certificate, the Company shall deliver to the Non-Employee Director one or more stock certificates for the appropriate number of shares of Common Stock. Such shares shall be fully paid and nonassessable and shall be issued in the name of the Non-Employee Director. The Board in its discretion may, subject to such 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 settlement of Director Units.

9.      Transferability

     Director Options and Director Units 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.

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10.      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 and Director Units made in connection with the Annual Meeting held in 2010 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 and Director Units made prior to such Annual Meeting, which awards shall remain outstanding subject to the terms hereof.

11.      Amendments

     The Board may at any time and from time to time alter, amend, suspend or terminate the Plan in whole or 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 12 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.

Subject to Section 17 below, 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 or Director Units made prior to such action shall be effective as to such Non-Employee Director unless he or she consents thereto.

12.      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 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.

13.      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

9

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.

14.      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.

15.      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.

16.      Unfunded Plan

     The Plan is unfunded. Prior to the payment or settlement of Director Options or Director Units, 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.

17.      Section 409A

     If any provision of the Plan or any agreement entered into under the Plan causes any person to be subject to the interest and penalties under Section 409A of the Code, such provision shall be modified to maintain, to the maximum extent practicable, the original intent of the provision without violating the requirements of Section 409A of the Code and, notwithstanding any provision in the Plan or any such agreement to the contrary, the Board shall have broad authority to amend the Plan and any such agreement to the extent necessary or desirable to ensure that such person is not subject to the interest and penalties under Section 409A of the Code.

18.      Effect of Merger

     On March 4, 2007, The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (“A&P”), Sand Merger Corp., a Delaware corporation (“Merger Sub”), and Pathmark Stores, Inc., a Delaware corporation (for purposes of this Section 18, “Pathmark”) entered into an Agreement and Plan of Merger, as amended by that certain Letter Agreement re: Payment for Fractional Shares, dated June 27, 2007, among Pathmark, A&P and Merger Sub (as so amended, the “Merger Agreement”), which provides for the merger (the “Merger”) of Merger Sub with and into Pathmark, with Pathmark as the surviving corporation. No further grants shall

10

be made under the Plan on or after the effective time of the Merger. Any Director Options and Director Units outstanding at the effective time of the Merger shall be cashed out or converted into options to purchase A&P common stock as provided in Section 3.3 of the Merger Agreement. Director Options outstanding at the effective time of the Merger that are converted into options to purchase shares of A&P common stock as provided in Section 3.3 of the Merger Agreement shall otherwise remain in effect following the Merger in accordance with their terms except that (i) they shall be fully vested and exercisable, (ii) they shall be subject to the terms of this amended and restated Plan, and (iii) employment with A&P and its Subsidiaries shall be treated as employment with Pathmark and its Subsidiaries.

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EX-5.1

EXHIBIT 5.1

December 3, 2007

The Great Atlantic & Pacific Tea Company, Inc.
Two Paragon Drive
Montvale, NJ 07645

Re:    Registration of Shares Pursuant to Employee Plans

Ladies and Gentlemen:

     This opinion is furnished in our capacity as special Maryland counsel to The Great Atlantic & Pacific Tea Company, Inc., a Maryland corporation (the “Company”), in connection with the filing by the Company of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and registration by the Company of an aggregate of up to (i) 11,514,118 shares of common stock of the Company, par value $1.00 per share (the “Common Stock”), in accordance with the terms and conditions of the A&P-Pathmark Amended & Restated 2000 Employee Equity Plan, and (ii) 780,000 shares of Common Stock (collectively with the 11,514,118 shares set forth in clause (i), above, the “Shares”) in accordance with the terms and conditions of the A&P-Pathmark Amended & Restated 2000 Non-Employee Directors Equity Plan (together with the A&P-Pathmark Amended & Restated 2000 Employee Equity Plan, the “Plans”). It is our understanding that this opinion will be filed as an exhibit to the Registration Statement. Capitalized terms used herein and not defined shall have the meanings given such terms in the Registration Statement.

     In connection herewith, we have examined, among other things, originals or copies, certified or otherwise identified to our satisfaction, of the following:

(a)	Articles of Incorporation of the Company, as amended and restated through September 6, 2007 (as filed as Exhibit 3.1 to the Registration Statement) (the “Charter”);
(b)	Amended and Restated Bylaws of the Company, as amended and restated through December 3, 2007 (as filed as Exhibit 3.2 to the Registration Statement);
(c)	those certain resolutions adopted on November 30, 2007 by the Board of Directors of the Company (collectively, the “Registration Statement Authorizing Resolutions”);

The Great Atlantic & Pacific Tea Company, Inc.
December 3, 2007
Page 2 of 3

(d)	the Plans;
(e)	the Registration Statement;
(f)	Certificate of Status for the Company issued by the State Department of Assessments and Taxation of Maryland dated as of November 26, 2007;
(g)	such other certificates, records and copies of executed originals, final forms and draft forms of documents as we deemed necessary for the purpose of this opinion.

     With respect to this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. We have not independently verified any factual matters or reviewed any documents other than the documents referred to herein and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification or review. As to all matters of fact, we have relied upon representations of officers of the Company.

     We have further assumed that (i) prior to issuance of the Shares, consideration for the Shares has been received in full, with such consideration consisting in whole or in part of money, tangible or intangible property, labor or services actually performed for the Company, a promissory note or other obligation for future payment in money, or contracts for labor or services to be performed; (ii) the Registration Statement, and any amendments thereto (including post effective amendments), will have become effective; (iii) the Shares are issued in accordance with the Plans; and (iv) to the extent that such Shares are issued upon exercise of options or other convertible securities, such options or convertible securities have been issued in accordance with Maryland General Corporate Law and exercised in accordance with their respective terms and the respective terms of each of the applicable Plans. We have also assumed that (i) all Shares will be issued in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement; and (ii) the Shares, when issued, will not exceed the total number of shares of Common Stock available for issuance under the Charter less the number of shares now or hereafter reserved for issuance (other than the Shares).

     We are attorneys admitted to practice in the State of Maryland. We express no opinion concerning the laws of any jurisdiction other than the laws of the United States of America and the State of Maryland.

     Based upon and subject to the foregoing, we are of the opinion that, when the Common Stock has been issued in a manner consistent with the Plans and the assumptions provided above, and certificates evidencing the Shares have been executed, countersigned, registered and delivered in accordance with Maryland General Corporation Law, the Shares will be duly authorized, validly issued, fully-paid and non-assessable.

The Great Atlantic & Pacific Tea Company, Inc.
December 3, 2007
Page 3 of 3

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus. Our consent to such reference does not constitute a consent under Section 7 of the Securities Act and in consenting to such reference we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations of the Securities and Exchange Commission thereunder. The opinions expressed herein are being delivered to you as of the date hereof in connection with the Application described hereinabove and we disclaim any obligation to advise you of any change in any of the foregoing sources of law or subsequent developments in law or changes in facts or circumstances which might affect any matters or opinions set forth herein.

Very truly yours, 

/s/ McGuireWoods LLP 

McGuireWoods LLP 

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 24, 2007, except Notes 15 and 21, as to which the dates are August 16, 2007 and October 23, 2007, relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the Current Report on Form 8-K dated October 24, 2007. We also consent to the incorporation by reference of our report dated April 24, 2007, relating to the financial statement schedule, which appears in The Great Atlantic & Pacific Tea Company, Inc.'s Annual Report on Form 10-K for the year ended February 24, 2007.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey

December 3, 2007

EX-23.3

EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the use of our report dated November 3, 2006, except as to note 22 which is dated March 23, 2007, relating to the consolidated financial statements of METRO Inc. as at September 30, 2006 and for the year then ended, included in The Great Atlantic and Pacific Tea Company, Inc. («A&P US») Annual Report on revised Form 10-K for the year ended February 24, 2007 which is referred in the Form S-8.

	/s/ Ernst & Young LLP
Montréal, Canada December 3, 2007	Chartered Accountant