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




FORM 10-K




(Mark One)


|[ X ] |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|----- |  | -------------------------------------------------------------------------------------



For the fiscal year ended February 27, 2010
OR


|[    ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|------ |  | -----------------------------------------------------------------------------------------



For the transition period from __________ to__________




Commission file number 1-4141




THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.(Exact name of registrant as specified in its charter)


|Maryland                                                                            |  |  |  | 13-1890974                          
|----------------------------------------------------------------------------------- |  |  |  | ------------------------------------
|(State or other
jurisdiction ofincorporation or organization)                       |  |  |  | (I.R.S.
Employer Identification No.)
|2
Paragon Drive Montvale, New Jersey 07645 (Address of principal executive offices)
|                                                                                   
|Registrants telephone number, including area code:                                 |  |  |  | 201-573-9700                        
|___________________________                                                        
|                                                                                   
|Securities registered pursuant to Section 12 (b) of the Act:                       

|Title of each class                                                |  |  |  | Name of each exchange on which registered
|------------------------------------------------------------------ |  |  |  | -----------------------------------------
|Common Stock
 $1 par value                                        |  |  |  | New York Stock
Exchange                  
|9.375% Notes,
due August 1, 2039                                   |  |  |  | New York Stock
Exchange                  
|                                                                  
|Securities registered pursuant to Section 12 (g) of the Act:  None



Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes [ ] No [X]




Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 of Section 15(d) of the Act. Yes [ ] No [X]




Indicate by check mark whether the
Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [ X ] No [ ]




Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files. Yes [ ] No [ ]




Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]




Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange
Act.
Large accelerated filer 
Accelerated filer X
Non-accelerated filer 
Smaller reporting company




Indicate by check mark whether the
registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes [ ] No [X]




The aggregate market value of the
voting stock held by non-affiliates of the Registrant as of the close of business on September 5, 2009, the registrants most recently completed
second fiscal quarter, was $223,061,321.




The number of shares of common stock
outstanding as of the close of business on April 30, 2010 was 55,871,027.




DOCUMENTS INCORPORATED BY REFERENCE




The information required by Part I,
Items 1, 1A and 3, and Part II, Items 5, 6, 7, 7A, 8 and 9A are incorporated by reference from the Registrants Fiscal 2009 Annual Report to
Stockholders. The information required by Part III, Items 10, 11, 12, 13, and 14 are incorporated by reference from the Registrants Proxy
Statement for the 2010 Annual Meeting of Stockholders.




1


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PART I




ITEM 1  Business




General




The Great Atlantic & Pacific Tea
Company, Inc. (A&P, we, our, us or our Company) is engaged in the retail food business.
We operated 429 stores averaging approximately 42,200 square feet per store as of February 27, 2010.




Operating under the trade names
A&P®, SuperFresh®, Waldbaums®, Super Foodmart®,
Food Basics®, The Food Emporium®, Best Cellars®, Best
Cellars at A&P®, Pathmark® and Pathmark Sav-A-Center®, we sell groceries, meat, fresh produce and other items commonly offered in
supermarkets and wine, beer and spirits in our Best Cellars® and Best Cellars at A&P® locations. In addition, many of our stores offer
bakeries, delicatessens, pharmacies, floral departments, fresh seafood and cheese departments and on-site banking. National, regional and local brands
are sold as well as a selection of our private label brands. In support of our retail operations, we sell private label products in our stores under
other brand names of our Company which include, without limitation, Americas Choice®, Americas Choice Gold®, Hartford
Reserve®, Smart Price, Green Way®, Via Roma®, Master Choice®, and Live Better Wellness®.




Building upon a broad base of
supermarkets, our Company has historically expanded and diversified within the retail food business through the acquisition of other supermarket chains
and the development of several alternative store types. We now operate our stores with merchandise, pricing and identities tailored to appeal to
different segments of the market, including buyers seeking gourmet and ethnic foods, a wide variety of premium quality private label goods and health
and beauty aids along with the array of traditional grocery products.




Our Internet address is
www.aptea.com. We make available free of charge through our Internet website our annual reports and the proxy statement for our annual meeting
of stockholders as soon as reasonably practicable after we electronically file such material with, or furnish them to, the Securities and Exchange
Commission. All of such materials are located at the Investors page. We also provide through our Internet website a hyperlink to the
Securities and Exchange Commission website, where the Companys quarterly reports on Form 10-Q, current reports on Form 8-K, and Forms 3, 4 and 5
filed with respect to our equity securities under Section 16(a) of the Securities Exchange Act of 1934, as amended, may be accessed electronically. The
information found on our website shall not be deemed incorporated by reference by any general statement incorporating by reference this report into any
filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed
under the Acts.




Modernization of Facilities




During fiscal 2009, we spent
approximately $86 million for capital projects, which included 5 new stores, 6 store remodels and 4 store conversions. Our planned capital expenditures
for fiscal 2010 are expected to be in the range from $75 million to $100 million, and will relate primarily to our existing
supermarkets.




2


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Sources of Supply




Our Company currently acquires a
majority of our saleable inventory from one supplier, C&S Wholesale Grocers, Inc. (C&S). Under our March 7, 2008 agreement with
C&S, C&S provides warehousing, logistics, procurement and purchasing services (the Services) in support of our Companys
entire supply chain. This agreement expires on September 29, 2018. The agreement defines the parties respective responsibilities for the
procurement and purchase of merchandise intended for use or resale at our Companys stores, as well as the parties respective remuneration
for warehousing and procurement/purchasing activities. In consideration for its services, C&S is paid an annual fee and has incentive income
opportunities based upon our cost savings and increases in retail sales volume. The agreement also provides that we will purchase virtually our entire
warehoused inventory from C&S.




Although there are a limited number of
distributors that can supply our stores, we believe that other suppliers could provide similar product on comparable terms.




Licenses and Trademarks




Our stores require a variety of
licenses and permits that are renewed on an annual basis. Payment of a fee is generally the only condition to maintaining such licenses and permits. We
maintain registered trademarks for nearly all of our store banner trade names and private label brand names. Trademarks are generally renewable on a 10
year cycle. We consider trademarks an important way to establish and protect our Company brands in a competitive environment.




Employees




As of February 27, 2010, we had
approximately 45,000 employees, of which 69% were employed on a part-time basis. Approximately 92% of our employees are covered by union contracts. Our
Company considers our present relations with employees to be satisfactory.




Competition




The supermarket business is highly
competitive throughout the marketing areas served by our Company and is generally characterized by low profit margins on sales with earnings primarily
dependent upon rapid inventory turnover, effective cost controls and the ability to achieve high sales volume. We compete for sales and store locations
with a number of national and regional chains, as well as with many independent and cooperative stores and markets.




Segment Information




The segment information required is
contained under the caption Note 20  Segments in the Fiscal 2009 Annual Report to Stockholders and is herein incorporated by
reference.




3


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ITEM 1A  Risk Factors




The Risk Factors required are disclosed
in the Fiscal 2009 Annual Report to Stockholders and are herein incorporated by reference.




ITEM 1B  Unresolved Staff Comments




None.




ITEM 2  Properties




At February 27, 2010, we owned 56
properties consisting of the following:


|Stores,
Not Including Stores in Owned Shopping Centers |  |  |  |  |    | 
|------------------------------------------------------ |  |  |  |  | -- | 
|Land and
building owned                                |  |  |  |  | 13 | 
|Building
owned and land leased                         |  |  |  |  | 22 | 
|Total
stores                                           |  |  |  |  | 35 | 
|Shopping
Centers                                       |  |  |  |  |    | 
|Land and
building owned                                |  |  |  |  | 6  | 
|Building
owned and land leased                         |  |  |  |  | 1  | 
|Total
shopping centers                                 |  |  |  |  | 7  | 
|Administrative and Other Properties                    |  |  |  |  |    | 
|Land and
building owned                                |  |  |  |  | 6  | 
|Undeveloped
land                                       |  |  |  |  | 8  | 
|Total other
properties                                 |  |  |  |  | 14 | 
|Total
Properties                                       |  |  |  |  | 56 | 



Sixteen of these properties are pledged
under our Companys Amended and Restated Credit agreements and our 11.375% Senior Secured Notes.




At February 27, 2010, we operated 429
retail stores, of which 42 were owned and 387 were leased. These stores are geographically located as follows:


|Company
Stores:         |  |  |  |  |     | 
|----------------------- |  |  |  |  | --- | 
|New
England States:     |  |  |  |  |     | 
|Connecticut             |  |  |  |  | 25  | 
|Massachusetts           |  |  |  |  | 1   | 
|Total                   |  |  |  |  | 26  | 
|Middle
Atlantic States: |  |  |  |  |     | 
|District of
Columbia    |  |  |  |  | 1   | 
|Delaware                |  |  |  |  | 13  | 
|Maryland                |  |  |  |  | 27  | 
|New
Jersey              |  |  |  |  | 151 | 
|New
York                |  |  |  |  | 169 | 
|Pennsylvania            |  |  |  |  | 41  | 
|Virginia                |  |  |  |  | 1   | 
|Total                   |  |  |  |  | 403 | 
|Total
Stores            |  |  |  |  | 429 | 



4


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The total area of all of our operated
retail stores is 18.1 million square feet averaging approximately 42,200 square feet per store. Excluding our Wine, Beer and Spirits stores and The
Food Emporium stores, which are generally smaller in size, the average store size is approximately 45,400 square feet. With the exception of our Wine,
Beer and Spirits stores, our stores built over the past several years and those planned in the future generally range in size from 40,000 to 60,000
square feet. The selling area of new stores ranges from approximately 60% to 75% of total square footage.




Our Company considers our stores,
warehouses, and other facilities adequate for our operations.




ITEM 3  Legal Proceedings




The information required is contained
under the caption Note 22  Commitments and Contingencies in the Fiscal 2009 Annual Report to Stockholders and is herein incorporated
by reference.




ITEM 4  [Removed and Reserved]




PART II




ITEM 5  Market for
Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities




The information required is contained
under the captions Managements Discussion and Analysis, Summary of Quarterly Results, Five Year Summary of Selected
Financial Data, and Stockholder Information in the Fiscal 2009 Annual Report to Stockholders and is herein incorporated by
reference.




5


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Stock Performance Graph




The following performance graph
compares the five-year cumulative total stockholder return (assuming reinvestment of dividends) of the Companys Common Stock to the Standard
& Poors 500 Index and the Companys Peer Group which consists of the Company, Supervalu Inc., Safeway, Inc. and The Kroger Co. The
Peer Group for the purposes of the Stock Performance Graph is a subset of, and should not be confused for, the peer group list of companies
used to benchmark executive compensation as discussed in the Proxy Statement for the Companys 2009 Annual Meeting of Shareholders (Proxy
Statement). The performance graph assumes $100 is invested in the Companys Common Stock, the Standard & Poors 500 Index and the
Companys Peer Group on February 25, 2005, and that dividends paid during the period were reinvested to purchase additional shares. The
Companys fiscal year ends the last Saturday in February.







|Last Business Day of Fiscal Year |  |  |  | S&P 500 |  | A&P |  | Peer Group
|-------------------------------- |  |  |  | ------- |  | --- |  | ----------
|                                 |  |  |  | $       |  | $   |  | $         
|02/25/05                         |  |  |  | 100     |  | 100 |  | 100       
|02/24/06                         |  |  |  | 106     |  | 281 |  | 157       
|02/23/07                         |  |  |  | 120     |  | 332 |  | 199       
|02/22/08                         |  |  |  | 112     |  | 297 |  | 176       
|02/28/09                         |  |  |  | 61      |  | 44  |  | 81        
|02/27/10                         |  |  |  | 91      |  | 78  |  | 102       



The performance graph above is being
furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K, and is not being filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of our Company, whether made before
or after the date hereof, regardless of any general incorporation language in such filing.




6


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ITEM 6  Selected Financial Data




The information required is contained
under the caption Five Year Summary of Selected Financial Data in the Fiscal 2009 Annual Report to Stockholders and is herein incorporated
by reference.




ITEM 7  Managements Discussion and Analysis of
Financial Condition and Results of Operations




The information required is contained
under the caption Managements Discussion and Analysis in the Fiscal 2009 Annual Report to Stockholders and is herein incorporated by
reference.




ITEM 7A  Quantitative and Qualitative Disclosures About
Market Risk




The information required is contained
in the section Market Risk under the caption Managements Discussion and Analysis in the Fiscal 2009 Annual Report to
Stockholders and is herein incorporated by reference.




ITEM 8  Financial Statements and Supplementary
Data


|(a) |  | Financial Statements: The financial statements required by this
item and described in Part IV, Item 15 of this report are incorporated herein by reference to the Consolidated Financial Statements, related notes and
supplementary data, in the fiscal 2009 Annual Report to Stockholders. Except for the sections included herein by reference, our Fiscal 2009 Annual
Report to Stockholders is not deemed to be filed as part of this report.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Supplementary Data: The information required by this item is
contained under the caption Summary of Quarterly Results (Unaudited) in the Fiscal 2009 Annual Report to Stockholders and is herein
incorporated by reference.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ITEM 9  Changes in and Disagreements with Accountants on
Accounting and Financial




Disclosure




There were no changes in or
disagreements with accountants on accounting and financial disclosure during the fiscal year ended February 27, 2010.




ITEM 9A  Controls and Procedures




Evaluation of Disclosure Controls and
Procedures




We have established and maintain
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to
be




7


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disclosed in our Companys Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and
communicated to our Companys management, including our President and Chief Executive Officer, and Senior Vice President, Chief Financial Officer
and Treasurer, as appropriate, to allow timely decisions regarding required disclosure.




We carried out an evaluation, under the
supervision and with the participation of our Companys management, including our Companys President and Chief Executive Officer along with
our Companys Senior Vice President, Chief Financial Officer and Treasurer, of the effectiveness of the design and operation of our Companys
disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b). Based upon the foregoing, as of the end of the period covered by this
report, our Companys President and Chief Executive Officer along with our Companys Senior Vice President, Chief Financial Officer and
Treasurer, concluded that our Companys disclosure controls and procedures were effective at the reasonable assurance level.




The Companys management does not
expect that its disclosure controls and procedures or its internal control over financial reporting will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are
met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty, and breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the
individual acts of some person or by collusion of two or more people. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all
potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
and not be detected. Accordingly, the Companys disclosure controls and procedures are designed to provide reasonable, not absolute, assurance
that the objectives of our disclosure control system are met and, as set forth above, the Companys management has concluded, based on their
evaluation as of the end of the period, that our disclosure controls and procedures were sufficiently effective to provide reasonable assurance that
the objectives of our disclosure control system were met.




Incorporation by reference of Managements Annual
Report on Internal Control over Financial Reporting




Management of The Great Atlantic
and Pacific Tea Company, Inc. has prepared an annual report on internal control over financial reporting (as such item is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act). Managements report is included in our Companys Fiscal 2009 Annual Report to Stockholders and is
herein incorporated by reference in this Annual Report on Form 10-K.




8


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Incorporation by reference of Report of Independent
Registered Public Accounting Firm




The Report of Independent
Registered Public Accounting Firm is included in our Companys Fiscal 2009 Annual Report to Stockholders and is herein incorporated by reference
in this Annual Report on Form 10-K.




Changes in Internal Control over Financial
Reporting




There has been no change
during the Companys fiscal quarter ended February 27, 2010 in the Companys internal control over financial reporting (as such item is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting. The recent change in our Chief Executive Officer did not have a material effect on the
Companys internal control over financial reporting.




ITEM 9B  Other Information




At a special meeting of the
Companys stockholders held on December 15, 2009, the following matters were submitted for the consideration and vote of the Companys
stockholders:


|(a) |  | a proposal to approve (as required pursuant to New York Stock
Exchange Rule 312) the shares of the Companys 8.0% Cumulative Convertible Preferred Stock, Series A-T and Series A-Y (the Convertible
Preferred Stock) when voting together with the Common Stock becoming entitled to cast the full number of votes on an as-converted basis;
and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | a proposal to approve the issuance of the full amount of the
Companys Common Stock upon the exercise of conversion rights of the Convertible Preferred Stock.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



Of the 41,531,250.48 shares voted at
the special meeting, there were 37,547,681.54 shares voted for each proposal, 3,957,618.94 shares voted against each proposal,
and 25,950.00 abstentions. There were no broker non-votes.




PART III




ITEM 10  Directors, Executive Officers and Corporate
Governance




The information required under this
item is incorporated herein by reference to our definitive Proxy Statement for our fiscal 2010 Annual Meeting of Stockholders, which shall be filed
with the SEC within 120 days after the end of our fiscal year, or June 27, 2010.




9


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The executive officers of our Company
are as follows:


|Name                |  |  |  | Age |  | Current Position                                           
|------------------- |  |  |  | --- |  | -----------------------------------------------------------
|Ron
Marshall        |  |  |  | 54  |  | President and
Chief Executive Officer                      
|Brenda
Galgano      |  |  |  | 41  |  | Senior Vice
President, Chief Financial Officer & Treasurer 
|Christian
Haub      |  |  |  | 45  |  | Executive
Chairman                                         
|Andreas
Guldin      |  |  |  | 48  |  | Vice Chairman,
Chief Strategy Officer                      
|Mark
Kramer         |  |  |  | 60  |  | Senior Vice
President, Operations                          
|Christopher
McGarry |  |  |  | 43  |  | Senior Vice
President, General Counsel & Secretary         
|Rebecca
Philbert    |  |  |  | 48  |  | Senior Vice
President, Merchandising and Supply & Logistics
|Melissa
Sungela     |  |  |  | 44  |  | Vice President
and Corporate Controller                    



Mr. Marshall was appointed President
and Chief Executive Officer on February 8, 2010. Prior to joining the Company, Mr. Marshall served as President and Chief Executive Officer and a
Director of Borders Group, Inc. from January 2009 through January 2010. Mr. Marshall was Principal of Wildridge Capital Management, a private equity
firm that he founded in 2006. For eight years prior to founding Wildridge Capital Management, he was Chief Executive Officer of Nash Finch Company, a
$5 billion food distribution and retail organization. From 1994 to 1998, Mr. Marshall served as Executive Vice President and Chief Financial Officer of
Pathmark Stores, Inc., a supermarket retailer. Prior to that, Mr. Marshall served in senior management positions in a variety of retail companies,
including Dart Group Corporations Crown Books division and Barnes & Noble college bookstores.




Ms. Galgano, CPA, was appointed Senior
Vice President and Chief Financial Officer in November 2005 and in February 2010 was additionally appointed Treasurer. Ms. Galgano served as Senior
Vice President and Corporate Controller, from November 2004 to November 2005, Vice President, Corporate Controller from February 2002 to November 2004,
Assistant Corporate Controller from July 2000 to February 2002 and Director of Corporate Accounting from October 1999 to July 2000. Prior to joining
our Company, Ms. Galgano was with PricewaterhouseCoopers LLP as Senior Manager, Assurance and Business Advisory Services.




Mr. Haub was appointed Executive
Chairman in August 2005. He was elected a director in December 1991, and is Chair of the Executive Committee. Mr. Haub previously served as Chairman of
the Board and Chief Executive Officer; and as Chief Operating Officer of our Company from December 1993, becoming Co-Chief Executive Officer in April
1997, sole CEO in May 1998 and Chairman of the Board in May 2001. Mr. Haub also served as Interim President and CEO of the Company from October 20,
2009 to February 8, 2010 and also served as President from December 1993 through February 2002, and from November 2002 through November 2004. Mr. Haub
is a partner and Co-Chief Executive Officer of Tengelmann Warenhandelsgesellschaft KG, a partnership organized under the laws of the Federal Republic
of Germany (Tengelmann). Mr. Haub is on the Board of Directors of Metro, Inc., the Food Marketing Institute and on the Board of Trustees of
St. Josephs University in Philadelphia, Pennsylvania.




Dr. Guldin was appointed Vice Chairman
and Chief Strategy Officer effective October 15, 2009. He previously served as Executive Managing Director, Strategy & Development from May 1, 2007
to October 15, 2009. He was elected to the Board of Directors in May 2007. Prior to joining the Company, he was Senior Executive Vice President
(Corporate Finance) and Co-Chief Financial Officer




10


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of Tengelmann Warenhandelsgesellschaft KG. Prior to joining
Tengelmann, Mr. Guldin served as a member of the Executive Management Team and Chief Financial Officer at E. Breuninger GmbH & Co. (Germany), a
prestigious department store and fashion retailer in Germany. Before that he worked for several years as a Senior
Consultant and Project Leader at PA Consulting and CSC Index, Germany.




Mr. Kramer was appointed Senior Vice
President, Operations in April 2010. Prior to joining our Company, Mr. Kramer was with Rite Aid Corporation from February 2009 to April 2010, where he served as
Group Vice President, Operations. Prior to that Mr. Kramer held various positions for Pathmark Stores, Inc., including Executive Vice President,
Operations from April 2004 to December 2007.




Mr. McGarry was appointed Senior Vice
President, General Counsel and Secretary on October 7, 2009. Mr. McGarry joined the Company in March 2006 as Vice President of Legal Services and from
July 2006 to October 2009, also served as Legal Compliance Officer and Assistant Secretary for the Company. Prior to joining the Company, Mr. McGarry
was General Counsel from 2003 to 2005 for Exel, Inc., successor-in-interest to Tibbett & Britten Group Americas, a major international logistics
service provider for the food and beverage, fashion and other consumer product sectors. For the period from 1992 to 1998, and from 2001 to 2003, Mr.
McGarry was a Partner and attorney in various New Jersey based law firms. From 1998 to 2001, Mr. McGarry served as Assistant General Counsel, Director
of Real Estate and Corporate Secretary for The Grand Union Company.




Ms. Philbert was appointed Senior Vice
President, Merchandising, in December 2006 and in February 2007 was additionally appointed Senior Vice President, Supply & Logistics. Prior to
joining our Company, Ms Philbert worked for Safeway, Inc. from 1981 to 2006, where she most recently served as Corporate Vice President and Senior
Lead, Lifestyle Store Development. Prior to that, Ms. Philbert served as Corporate Vice President Deli and Foodservice & Starbucks and prior to
that Corporate Vice President of Marketing.




Ms. Sungela, CPA, was appointed Vice
President and Corporate Controller in November 2005. Ms. Sungela served as Vice President and Assistant Corporate Controller from June 2004 to November
2005. Prior to joining our Company, Ms. Sungela was North American Controller for Amersham Biosciences, a part of GE Healthcare, from April 2002 to
June 2004. Previously, Ms. Sungela served as Director of Accounting Policy for Honeywell, from June 1998 to January 2002.




Code of Business Conduct and Ethics




Our Company has adopted a Code of
Business Conduct and Ethics applicable to all employees. This Code is applicable to Senior Executives including the Chief Executive Officer, Chief
Financial Officer and Treasurer and Chief Accounting Officer of our Company. A&Ps Code of Business Conduct and Ethics is available on the
Companys Website at www.aptea.com under Corporate Governance. Our Company intends to post on its website any amendments to, or
waivers from, its Code of Business Conduct and Ethics applicable to Senior Financial Executives. The Code of Business Conduct and Ethics is available
in print to any shareholder or other interested party upon written request to the Legal Compliance Officer, 2 Paragon Drive, Montvale, New Jersey 07645
or by calling (201) 571-4355.




11


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ITEM 11  Executive Compensation




The information required regarding our
director and executive compensation and certain corporate governance matters is contained under the captions, The Board of Directors of the
Company, Executive Compensation and Report of Management Development and Compensation Committee, respectively, in the
Proxy Statement, to be filed on or before June 27, 2010, and is herein incorporated by reference.




ITEM 12  Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters




The information required by this item
is contained in our Proxy Statement under the heading Security Ownership of Certain Beneficial Owners and Management, and is herein
incorporated by reference.




As of April 30, 2010, there were approximately 5,468 stockholders of record of our common stock.




Securities authorized for issuance
under equity compensation plans are summarized below:


|                                                       |  |  |  | As of February 27, 2010 |          
|------------------------------------------------------ |  |  |  | ----------------------- | ---------
|
|Equity
compensation plansapproved by security holders: |  |  |  |                         |          
|1994 Stock
Option Plan for officers and key employees* |  |  |  |                         | 52,550   
|1994 Stock
Option Plan for Board of Directors**        |  |  |  |                         | 17,503   
|1998 Long
Term Incentive and Share Award Plan***       |  |  |  |                         | 1,334,938
|2008 Long
Term Incentive and Share Award Plan          |  |  |  |                         | 3,306,451
|Pathmark
Rollover Options                              |  |  |  |                         | 483,012  
|Total
Outstanding as of February 27, 2010              |  |  |  |                         | 5,194,454



Equity Compensation Plans Not approved by security
holders:




None.


|* |  | On March 17, 2004, the plan expired.
|- |  | ------------------------------------

|** |  | On July 14, 2004, the plan was replaced with the 2004
Non-Employee Director Compensation Plan
|-- |  | ---------------------------------------------------------------------------------------------

|*** |  | On July 14, 2008, the plan expired.
|--- |  | -----------------------------------



12


---





ITEM 13  Certain Relationships and Related Transactions
and Director Independence




The information required by this item
is contained in our Proxy Statement under the heading Certain Relationships and Transactions and The Board of Directors of the
Company, and is herein incorporated by reference.




ITEM 14  Principal Accounting Fees and
Services




The information required by this item
is contained in our Proxy Statement under the heading Independent Registered Public Accounting Firm, and is herein incorporated by
reference.




PART IV




ITEM 15  Exhibits and Financial Statement
Schedules




(a) Documents filed as part of this
report:


|1) |  | Financial Statements: The following Consolidated Financial
Statements, related Notes and Report of Independent Registered Public Accounting Firm are included in the fiscal 2009 Annual Report to Stockholders and
are incorporated by reference into Item 8 of Part II of this Annual Report on Form 10-K.
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Consolidated Statements of
Operations Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Loss Consolidated Balance Sheets Consolidated
Statements of Cash Flows Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm


|2. |  | Financial Statement Schedule:
|-- |  | -----------------------------

| |  | Schedule II               
Valuation and Qualifying Accounts and Reserves
| |  | -------------------------------------------------------------------------

| |  | All other schedules are omitted because they are not required or
do not apply, or the required information is included elsewhere in the Consolidated Financial Statements or Notes thereto.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Exhibits:
|-- |  | ---------

| |  | The following are filed as Exhibits to this Report:
| |  | ---------------------------------------------------

|EXHIBIT
NO. |  |  |  | DESCRIPTION                                                                                                                                                                                                                                                       
|----------- |  |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  |  |  | Stock Purchase
Agreement, dated as of July 19, 2005, by and among The Great Atlantic & Pacific Tea Company, Inc., A&P Luxembourg S.a.r.l., Metro Inc. and
4296711 Canada Inc. (incorporated herein by reference to Exhibit 2.1 to Form 8-K filed on July 22, 2005)



13


---



|3.1 |  |  |  | Articles of
Incorporation of The Great Atlantic & Pacific Tea Company, Inc., as amended and restated (incorporated herein by reference to Exhibit 3.1 to Form
8-K filed on July 1, 2008)                                                                                                                                                      
|--- |  |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2 |  |  |  | By-Laws of The
Great Atlantic & Pacific Tea Company, Inc., as amended and restated on August 4, 2009 (incorporated herein by reference to Exhibit 3.1 to Form 8-K
filed on August 5, 2009)                                                                                                                                                    
|4.1 |  |  |  | Indenture, dated
as of January 1, 1991, between The Great Atlantic & Pacific Tea Company, Inc. and JPMorgan Chase Bank (formerly The Chase Manhattan Bank as
successor by merger to Manufacturers Hanover Trust Company), as trustee (the Indenture) (incorporated herein by reference to Exhibit 4.1 to
Form 8-K, filed on January 1, 1991)
|4.2 |  |  |  | Second
Supplemental Indenture, dated as of December 20, 2001, to the Indenture between The Great Atlantic & Pacific Tea Company, Inc. and JPMorgan Chase
Bank, relating to the 9 1/8% Senior Notes due 2011 (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on December 20,
2001)                                          
|4.3 |  |  |  | Successor Bond
Trustee (incorporated herein by reference to Exhibit 4.4 to Form 10-K filed on May 9, 2003)                                                                                                                                                                                                                                    
|4.4 |  |  |  | Third
Supplemental Indenture, dated as of August 23, 2005, to the Indenture between The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust
Company (as successor to JPMorgan Chase Bank) (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on August 23, 2005)                                                  
|4.5 |  |  |  | Fourth
Supplemental Indenture, dated as of August 23, 2005, to the Indenture between The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust
Company (as successor to JPMorgan Chase Bank) (incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on August 23, 2005)                                                 
|4.6 |  |  |  | Indenture, dated
as of December 18, 2007, among The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company, as Trustee (incorporated herein by
reference to Exhibit 4.1 to Form 8-K filed on December 17, 2007)                                                                                                              
|4.7 |  |  |  | First
Supplemental Indenture, dated as of December 18, 2007, among The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company, as
Trustee, relating to the 5.125% Senior Convertible Notes due 2011 (incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on December 17,
2007)                                 



14


---



|4.8  |  |  |  | Second
Supplemental Indenture, dated as of December 18, 2007, among The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company, as
Trustee, relating to the 6.75% Senior Convertible Notes due 2011 (incorporated herein by reference to Exhibit 4.4 to Form 8-K filed on December 17,
2007)                                                                                                                                                                                                                            
|---- |  |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.9  |  |  |  | Form of Global
5.125% Senior Convertible Note due 2011 (incorporated herein by reference to Exhibit 4.3 to Form 8-K filed on December 17, 2007)                                                                                                                                                                                                                                                                                                                                                                                          
|4.10 |  |  |  | Form of Global
6.75% Senior Convertible Note due 2012 (incorporated herein by reference to Exhibit 4.5 to Form 8-K filed on December 17, 2007)                                                                                                                                                                                                                                                                                                                                                                                           
|4.11 |  |  |  | Articles
Supplementary of 8% Cumulative Convertible Preferred Stock Series A-T, A-Y, B-T and B-Y of The Great Atlantic & Pacific Tea Company, Inc.
(incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on August 5, 2009)                                                                                                                                                                                                                                                                                                 
|4.12 |  |  |  | Indenture, dated
as of August 4. 2009, among The Great Atlantic & Pacific Tea Company, Inc., the guarantors named therein and Wilmington Trust Company, as trustee
(incorporated herein by reference to Exhibit 4.3 to Form 8-K filed on August 5, 2009)                                                                                                                                                                                                                                                                                 
|4.13 |  |  |  | Form of 11.375%
Senior Secured Notes due 2015 (incorporated herein by reference to Exhibit 4.4 to Form 8-K filed on August 5, 2009)                                                                                                                                                                                                                                                                                                                                                                                                      
|4.14 |  |  |  | Amended and
Restated Tengelmann Stockholder Agreement, dated as of August 4, 2009, by and between The Great Atlantic & Pacific Tea Company, Inc. and Tengelmann
Warenhandelgesellschaft KG (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on August 5, 2009)                                                                                                                                                                                                                                                        
|4.15 |  |  |  | Amended and
Restated Yucaipa Stockholder Agreement, dated as of August 4, 2009, by and among The Great Atlantic & Pacific Tea Company, Inc., Yucaipa American
Alliance Fund II, LP, Yucaipa American Alliance (Parallel) Fund II, LP, Yucaipa Corporate Initiatives Fund I, LP, Yucaipa American Alliance Fund I, LP
and Yucaipa American Alliance (Parallel) Fund I, LP and Yucaipa American Alliance Fund II, LLC, as Stockholder Representative (incorporated herein by
reference to Exhibit 10.2 to Form 8-K filed on August 5, 2009)
|4.16 |  |  |  | Registration
Rights Agreement, dated as of August 4, 2009, among The Great Atlantic & Pacific Tea Company, Inc., the guarantors named therein and Banc of
America Securities LLC (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed on August 5, 2009)                                                                                                                                                                                                                                                                  
|10.1 |  |  |  | Executive
Employment Agreement, made and entered into as of the 15th day of August, 2005, by and
between The Great Atlantic & Pacific Tea Company, Inc. and Mr. Eric Claus (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on
September 9, 2005) and a technical amendment (incorporated herein by reference to Exhibit 10.1 to Form 10-K filed on May 9, 2006)                                                                                                                                                      



15


---



|10.2  |  |  |  | Employment
Agreement, made and entered into as of the 16th day of June, 2003, by and between The Great
Atlantic & Pacific Tea Company, Inc. and Brenda Galgano (incorporated herein by reference to Exhibit 10.9 to Form 10-Q filed on October 17,
2003)                               
|----- |  |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.3  |  |  |  | Employment
Agreement, made and entered into as of the 25th day of January, 2006, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Jennifer MacLeod (incorporated herein by reference to Exhibit 10.13 to Form 10-K filed on May 9,
2006)                              
|10.4  |  |  |  | Employment
Agreement, made and entered into as of the 1st day of March, 2005, by and between The Great
Atlantic & Pacific Tea Company, Inc. and William J. Moss (incorporated herein by reference to Exhibit 10.13 to Form 10-K filed on May 10,
2005)                                 
|10.5  |  |  |  | Employment
Agreement, made and entered into as of the 11th day of December, 2006, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Rebecca Philbert (incorporated herein by reference to Exhibit 10.15 to Form 10-K filed on April 25,
2007)                          
|10.6  |  |  |  | Offer letter,
made as of the 21st day of November, 2006 and entered into as of the 11th day of December, 2006, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Rebecca Philbert, (incorporated herein by reference to Exhibit 10.8 to Form 10-K filed on May 8, 2008)
|10.7  |  |  |  | Employment
Agreement, made and entered into as of the 4th day of January, 2006, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Melissa E. Sungela (incorporated herein by reference to Exhibit 10.17 to Form 10-Q filed on January
6, 2006)                         
|10.8  |  |  |  | Employment
Agreement, made and entered into as of the 12th day of September, 2005, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Paul Wiseman (incorporated herein by reference to Exhibit 10.17 to Form 10-Q filed on October 18,
2005)                           
|10.9  |  |  |  | Employment
Agreement, made and entered into as of the 2nd day of December, 2004, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Allan Richards (incorporated herein by reference to Exhibit 10.18 to Form 10-Q filed on October 18,
2005)                           
|10.10 |  |  |  | Employment
Agreement, made and entered into as of the 22nd day of January, 2010, by and between The
Great Atlantic & Pacific Tea Company, Inc. and Ronald Marshall (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on January 28,
2010)                            



16


---



|10.11 |  |  |  | Form of Amendment
to Employment Agreement dated December 16, 2008 (incorporated herein by reference to Exhibit 10.13 to Form 10-K/A filed on July 23,
2009)                                                                                                      
|----- |  |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.12 |  |  |  | Form of Amendment
to Employment Agreement dated June 16, 2009 (incorporated herein by reference to Exhibit 10.2 to Form 10-Q filed on July 23, 2009)                                                                                                             
|10.13 |  |  |  | Supplemental
Executive Retirement Plan effective as of September 1, 1997 (incorporated herein by reference to Exhibit 10.B to Form 10-K filed on May 27,
1998)                                                                                                   
|10.14 |  |  |  | Supplemental
Retirement and Benefit Restoration Plan effective as of January 1, 2001 (incorporated herein by reference to Exhibit 10(j) to Form 10-K filed on May
23, 2001)                                                                                      
|10.15 |  |  |  | 1994 Stock Option
Plan (incorporated herein by reference to Exhibit 10(e) to Form 10-K filed on May 24, 1995)                                                                                                                                                    
|10.16 |  |  |  | 1998 Long Term
Incentive and Share Award Plan (incorporated herein by reference to Appendix B to the Proxy Statement dated May 25, 2006)                                                                                                                         
|10.17 |  |  |  | 2008 Long Term
Incentive and Share Award Plan (incorporated herein by reference to Exhibit 10.1 of Form 8-K filed on July 1, 2008)                                                                                                                               
|10.18 |  |  |  | Form of Stock
Option Grant (incorporated herein by reference to Exhibit 10.20 to Form 10-K filed on May 10, 2005)                                                                                                                                                
|10.19 |  |  |  | The Great
Atlantic & Pacific Tea Company, Inc. 1994 Stock Option Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10(f) to Form
10-K filed on May 24, 1995)                                                                          
|10.20 |  |  |  | The Great
Atlantic & Pacific Tea Company, Inc. 2004 Non-Employee Director Compensation effective as of July 14, 2004 (incorporated herein by reference to
Appendix C to the Proxy Statement dated May 25, 2006)                                                  
|10.21 |  |  |  | Description of
Management Incentive Plan (incorporated herein by reference to Exhibit 10.30 to Form 10-K filed on May 9, 2006)                                                                                                                                   
|10.22 |  |  |  | Asset Purchase
Agreement, dated as of June 27, 2005, by and between The Great Atlantic & Pacific Tea Company, Inc., Ocean Logistics LLC and C&S Wholesale
Grocers, Inc. (incorporated herein by reference to Exhibit 10.38 to Form 10-Q/A filed on June 25, 2007)



17


---



|10.23 |  |  |  | Supply Agreement,
dated as of June 27, 2005, by and between The Great Atlantic & Pacific Tea Company, Inc. and C&S Wholesale Grocers, Inc. (incorporated herein
by reference to Exhibit 10.39 to Form 10-Q/A filed on June 25, 2007)                                                                                                                                                                                               
|----- |  |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.24 |  |  |  | Information
Technology Transition Services Agreement by and between The Great Atlantic and Pacific Tea Company, Limited (A&P Canada) and Metro,
Inc. entered into on August 15, 2005 (incorporated herein by reference to Exhibit 10.40 to Form 10-Q filed on October 18, 2005)                                                                                                                                                  
|10.25 |  |  |  | Investor
Agreement by and between A&P Luxembourg S.a.r.l., a wholly owned subsidiary of The Great Atlantic & Pacific Tea Company, Inc. and Metro, Inc.
entered into on August 15, 2005 (incorporated herein by reference to Exhibit 10.41 to Form 10-Q filed on October 18, 2005)                                                                                                                                                  
|10.26 |  |  |  | Employment
Agreement, made and entered into as of the 1st day of May, 2007, by and between The Great
Atlantic & Pacific Tea Company, Inc. and Andreas Guldin (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on May 7,
2007)                                                                                                                                                                                   
|10.27 |  |  |  | Amended and
Restated Credit Agreement dated as of December 27, 2007, among The Great Atlantic & Pacific Tea Company, Inc., and the other Borrowers party
thereto, as Borrowers and the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent and Banc of America
Securities LLC as Lead Arranger (incorporated herein by reference to Exhibit 10.45 to Form 10-Q filed on January 8, 2008)
|10.28 |  |  |  | First Amendment
to Amended and Restated Credit Agreement dated as of April 4, 2008 among The Great Atlantic & Pacific Tea Company, Inc., and the other Borrowers
party thereto, as Borrowers and the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent (incorporated herein
by reference to Exhibit 10.36 to Form 10-K/A filed on July 23, 2009)                                      
|10.29 |  |  |  | Confirmation of
Issuer Warrant Transaction for 2011 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of
America, N.A. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on December 18, 2007)                                                                                                                                                              
|10.30 |  |  |  | Amendment to
Confirmation of Issuer Warrant Transaction (2011), dated as of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Bank of America, N.A. (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed on December 21, 2007)                                                                                                                                                   
|10.31 |  |  |  | Confirmation of
Issuer Warrant Transaction for 2012 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of
America, N.A. (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on December 18, 2007)                                                                                                                                                              



18


---



|10.32 |  |  |  | Amendment to
Confirmation of Issuer Warrant Transaction (2012), dated as of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Bank of America, N.A. (incorporated herein by reference to Exhibit 10.4 to Form 8-K filed on December 21, 2007)              
|----- |  |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.33 |  |  |  | Confirmation of
Issuer Warrant Transaction for 2011 Notes dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Lehman
Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed on December 18, 2007)           
|10.34 |  |  |  | Amendment to
Confirmation of Issuer Warrant Transaction (2011) dated as of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed on December 21, 2007)
|10.35 |  |  |  | Confirmation of
Issuer Warrant Transaction for 2012 Notes dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Lehman
Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.4 to Form 8-K filed on December 18, 2007)           
|10.36 |  |  |  | Amendment to
Confirmation of Issuer Warrant Transaction (2012) dated as of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed on December 21, 2007)
|10.37 |  |  |  | Confirmation of
Convertible Bond Hedge Transaction for 2011 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank
of America, N.A. (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed on December 18, 2007)                 
|10.38 |  |  |  | Confirmation of
Convertible Bond Hedge Transaction for 2012 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank
of America, N.A. (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed on December 18, 2007)                 
|10.39 |  |  |  | Confirmation of
Convertible Bond Hedge Transaction for 2011 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.7 to Form 8-K filed on December 18, 2007)  
|10.40 |  |  |  | Confirmation of
Convertible Bond Hedge Transaction for 2012 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.8 to Form 8-K filed on December 18, 2007)  



19


---



|10.41 |  |  |  | Share Lending
Agreement, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A. (incorporated herein by
reference to Exhibit 10.9 to Form 8-K filed on December 18, 2007)                                                                                                                                                                
|----- |  |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.42 |  |  |  | Amendment No. 1
to Share Lending Agreement dated as of December 18, 2007, between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on December 21, 2007)                                                                                                                                               
|10.43 |  |  |  | Share Lending
Agreement, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc., Lehman Brothers International (Europe) Limited
and Lehman Brothers Inc. (incorporated herein by reference to Exhibit 10.10 to Form 8-K filed on December 18, 2007)                                                                                                                
|10.44 |  |  |  | Amendment No. 1
to Share Lending Agreement dated as of December 18, 2007, among The Great Atlantic & Pacific Tea Company, Inc. and Lehman Brothers International
(Europe) Limited, as borrower, and Lehman Brothers Inc., as borrowing agent (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on
December 21, 2007)                                                             
|10.45 |  |  |  | Warehousing,
Distribution and Related Services Agreement dated March 7, 2008 by and between The Great Atlantic & Pacific Tea Company, Inc. and C&S Wholesale
Grocers, Inc. (incorporated herein by reference to Exhibit 10.50 to Form 10-Q filed on July 21, 2008)***                                                                                                                              
|10.46 |  |  |  | Intercreditor
Agreement, dated as of August 4, 2009, among Bank of America, N.A., as First Lien Agent, Wilmington Trust Company, as Second Lien Agent, The Great
Atlantic & Pacific Tea Company, Inc. and the subsidiaries of The Great Atlantic & Pacific Tea Company, Inc. party thereto (incorporated herein
by reference to Exhibit 10.4 to Form 8-K filed on August 5, 2009)                  
|10.47 |  |  |  | Form of Director
Indemnification Agreement (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed on August 5, 2009)                                                                                                                                                                                                                                                                  
|10.48 |  |  |  | Security
Agreement, dated as of August 4, 2009, among The Great Atlantic & Pacific Tea Company, Inc., the subsidiaries from time to time party thereto, and
Wilmington Trust Company, as collateral agent (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed on August 5, 2009)                                                                                                   
|10.49 |  |  |  | Investment
Agreement, dated as of July 23, 2009, by and among The Great Atlantic & Pacific Tea Company, Inc., Erivan Karl Haub, Christian Wilhelm Erich Haub,
Karl-Erivan Warder Haub, Georg Rudolf Otto Haub and Emil Capital Partners, LLC, as investors representative, and the other signatories thereto
(incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on July 24, 2009)



20


---



|10.50 |  |  |  | Investment
Agreement, dated as of July 23, 2009, by and among The Great Atlantic & Pacific Tea Company, Inc., Yucaipa American Alliance Fund II, LP and
Yucaipa American Alliance (Parallel) Fund II, LP and, solely with respect to Section 3.02 and 3.05, Yucaipa Corporate Initiatives Fund I, LP, Yucaipa
American Alliance Fund I, LP and Yucaipa American Alliance (Parallel) Fund I, LP, and, solely with respect to Section 5.05, Yucaipa American Alliance
Fund II, LLC as investors representative (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on July 24, 2009)
|----- |  |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.51 |  |  |  | Second Amendment
to the Amended and Restated Credit Agreement, dated July 23, 2009, by and among The Great Atlantic & Pacific Tea Company, Inc. and the other
Borrowers party thereto, as Borrowers, and the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent
(incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on July 24, 2009)                                                                                                                                                                                                  
|11**  |  |  |  | Statement re
computation of per share earnings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|13*   |  |  |  | Fiscal 2009
Annual Report to Stockholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|18    |  |  |  | Preferability
Letter Issued by PricewaterhouseCoopers LLP (incorporated herein by reference to Exhibit 18 to Form 10-Q filed on July 29, 2004)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21*   |  |  |  | Subsidiaries of
Registrant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|23.1* |  |  |  | Consent of
Independent Registered Public Accounting Firm from PricewaterhouseCoopers LLP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|31.1* |  |  |  | Certification of
the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|31.2* |  |  |  | Certification of
the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|32*   |  |  |  | Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|*     |  |  |  | Filed with this
10-K                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|**    |  |  |  | Information
required to be presented in Exhibit 11 is included in Exhibit 13 under Note 18  Earnings per Share, prepared in accordance with the accounting
guidance for earnings per share.                                                                                                                                                                                                                                                                                                                                                                                                       
|***   |  |  |  | Portions of this
exhibit have been omitted pursuant to a request for confidential treatment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



21


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Report of Independent Registered Public Accounting Firm
on Financial Statement Schedule




To the Stockholders and Board of Directors of The Great
Atlantic & Pacific Tea Company, Inc.:




Our audits of the consolidated financial statements and of the
effectiveness of internal control over financial reporting referred to in our report dated May 6, 2010 appearing in the Fiscal 2009 Annual Report to
Shareholders of The Great Atlantic & Pacific Tea Company, Inc. (which report and consolidated financial statements are incorporated by reference in
this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion,
this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.




As discussed in Notes 1 and 10 to the consolidated financial
statements, the Company changed the manner in which it accounts for convertible debt with cash settlement features during fiscal 2009.









Florham Park, New Jersey May 6, 2010




22


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Schedule II




The Great Atlantic & Pacific Tea Company,
Inc.




Valuation and Qualifying Accounts and Reserves Years
Ended February 23, 2008, February 28, 2009 and February 27, 2010 (in thousands)


|Allowance for Bad Debts for Year Ended |  |  |  | Beginning Balance |       | Additions Charged to Costs & Expenses |  | Additions Charged to Other Accounts |       | Deductions (1) |  | Adjustments |       | Ending Balance
|-------------------------------------- |  |  |  | ----------------- | ----- | ------------------------------------- |  | ----------------------------------- | ----- | -------------- |  | ----------- | ----- | --------------
|Feb. 23,
2008                          |  |  |  | $                 | 4,514 |                                       |  |                                     | 2,059 |                |  |             | -     |               
|Feb. 28,
2009                          |  |  |  |                   | 5,864 |                                       |  |                                     | 1,263 |                |  |             | 2,910 | (4)           
|Feb. 27,
2010                          |  |  |  |                   | 8,463 |                                       |  |                                     | 1,433 |                |  |             | -     |               

|Stock Loss Reserve for Year Ended |  |  |  | Beginning Balance |        | Additions Charged to Costs & Expenses |  | Additions Charged to Other Accounts |        | Deductions |  | Adjustments |   | Ending Balance
|--------------------------------- |  |  |  | ----------------- | ------ | ------------------------------------- |  | ----------------------------------- | ------ | ---------- |  | ----------- | - | --------------
|Feb. 23,
2008                     |  |  |  | $                 | 12,762 |                                       |  |                                     | 1,455  |            |  |             | - |               
|Feb. 28,
2009                     |  |  |  |                   | 15,717 |                                       |  |                                     | 8,525  |            |  |             | - |               
|Feb. 27,
2010                     |  |  |  |                   | 24,242 |                                       |  |                                     | (5,293 | )          |  |             | - |               

|LIFOReserve for Year Ended |  |  |  | Beginning Balance |        | Additions Charged to Costs & Expenses |  | Additions Charged to Other Accounts |       | Deductions |  | Adjustments |   | Ending Balance
|-------------------------- |  |  |  | ----------------- | ------ | ------------------------------------- |  | ----------------------------------- | ----- | ---------- |  | ----------- | - | --------------
|Feb. 23,
2008              |  |  |  | $                 | -      |                                       |  |                                     | 2,310 |            |  |             | - |               
|Feb. 28,
2009              |  |  |  |                   | 2,310  |                                       |  |                                     | 7,817 |            |  |             | - |               
|Feb. 27,
2010              |  |  |  |                   | 10,127 |                                       |  |                                     | (842  | )          |  |             | - |               

|Deferred Tax Valuation Allowance for Year
Ended |  |  |  | Beginning Balance |         | Additions Charged to Costs & Expenses |  | Additions Charged to Other Accounts |         | Deductions (2) |  | Adjustments |         | Ending Balance
|----------------------------------------------- |  |  |  | ----------------- | ------- | ------------------------------------- |  | ----------------------------------- | ------- | -------------- |  | ----------- | ------- | --------------
|Feb. 23, 2008
(5)                               |  |  |  | $                 | 74,355  |                                       |  |                                     | 67,169  |                |  |             | 152,514 | (6)           
|Feb. 28, 2009
(5)                               |  |  |  |                   | 43,646  |                                       |  |                                     | 71,240  |                |  |             | 91,622  | (7)           
|Feb. 27, 2010
(5)                               |  |  |  |                   | 206,508 |                                       |  |                                     | 327,796 |                |  |             | 33,349  | (8)           



23


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|(1) |  | Deductions to Allowance for Bad Debts represent write-offs of
accounts receivable balances.
|--- |  | -------------------------------------------------------------------------------------------

|(2) |  | For the year ended February 23, 2008, the deduction represents
the reduction in the Deferred Tax Valuation Allowance and reserves acquired in connection with our purchase of Pathmark Stores, Inc.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | For the year ended February 23, 2008, the adjustments represent
reserves acquired in connection with our purchase of Pathmark Stores, Inc.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Primarily represents additional reserves recorded as part of
purchase accounting for Pathmark Stores, Inc.
|--- |  | ----------------------------------------------------------------------------------------------------------

|(5) |  | Prior period amounts were adjusted due to our retrospective
adoption of the new accounting guidance for convertible debt with cash settlement features during fiscal 2009.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) |  | Primarily represents the impact of the adoption of FIN 48,
Accounting for Uncertain Tax Positions.
|--- |  | ----------------------------------------------------------------------------------------------------

|(7) |  | Primarily relates to purchase accounting adjustments relating to
our acquisition of Pathmark, and pension and postretirement charges to Other comprehensive income.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) |  | Primarily relates to pension and postretirement charges to
Other comprehensive income.
|--- |  | ----------------------------------------------------------------------------------------



24


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SIGNATURES




Pursuant to the requirements of Section
13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


|                  |  |  |  |                                                                                             | The Great
Atlantic & Pacific Tea Company, Inc.          (registrant) |  |  | 
|----------------- |  |  |  | ------------------------------------------------------------------------------------------- | -------------------------------------------------------------------- |  |  | 
|                 
|Date: May 6,
2010 |  |  |  | By: /s/
Brenda M. Galgano Brenda M. Galgano, Senior Vice President, Chief Financial Officer |                                                                      |  |  | 



Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and as of the
date indicated.


|/s/ Ron
MarshallRon Marshall                   |  |  |  | President
and Chief Executive Officer                       |  | Date: May 6,
2010
|---------------------------------------------- |  |  |  | ----------------------------------------------------------- |  | -----------------
|                                              
|/s/ Brenda M.
GalganoBrenda M. Galgano         |  |  |  | Senior
Vice President,Chief Financial Officer and Treasurer |  | Date: May 6,
2010
|                                              
|/s/ Christian
W.E. HaubChristian W.E. Haub     |  |  |  | Executive
Chairman and Director                             |  | Date: May 6,
2010
|                                              
|/s/ Andreas
GuldinAndreas Guldin               |  |  |  | Vice
Chairman, Chief Strategy Officer and Director          |  | Date: May 6,
2010
|                                              
|/s/ Melissa E.
SungelaMelissa E. Sungela       |  |  |  | Vice
President, Corporate Controller                        |  | Date: May 6,
2010
|                                              
|/s/ John D.
BarlineJohn D. Barline             |  |  |  | Director                                                    |  | Date: May 6,
2010
|                                              
|/s/
Jens-Jürgen BöckelJens-Jürgen Böckel       |  |  |  | Director                                                    |  | Date: May 6,
2010
|                                              
|/s/ Frederic
F. BraceFrederic F. Brace         |  |  |  | Director                                                    |  | Date: May 6,
2010
|                                              
|/s/ Bobbie A.
GauntBobbie A. Gaunt             |  |  |  | Director                                                    |  | Date: May 6,
2010
|                                              
|/s/ Dan P.
KourkoumelisDan P. Kourkoumelis     |  |  |  | Director                                                    |  | Date: May 6,
2010
|                                              
|/s/ Edward
LewisEdward Lewis                   |  |  |  | Director                                                    |  | Date: May 6,
2010
|                                              
|/s/ Gregory
MaysGregory Mays                   |  |  |  | Director                                                    |  | Date: May 6,
2010
|                                              
|/s/ Maureen B.
Tart-BezerMaureen B. Tart-Bezer |  |  |  | Director                                                    |  | Date: May 6,
2010
|                                              
|/s/ Terrence
J. WallockTerrence J. Wallock     |  |  |  | Director                                                    |  | Date: May 6,
2010



25


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