Separation and Release Agreement, dated as of May 28, 1999,
                       by and between
  Peter J. O'Gorman  and  The Great Atlantic & Pacific Tea
                        Company, Inc.

      This  will confirm our understandings with respect  to
the termination of your employment with The Great Atlantic &
Pacific Tea Company, Inc., which is effective May 28,  1999,
whereupon  all  rights, privileges and  entitlements  as  an
active employee will cease, except only to the extent herein
provided.   Your resignation as a corporate officer  of  the
Company  effective May 28, 1999 is an integral part of  this
Agreement.

      In  return for your general release which is set forth
below, the Company will pay you at your current salary  rate
through  May  31,  2000  ("the  severance  period").   These
payments  include  any  and  all otherwise  applicable  paid
leave,  including but expressly not limited to your vacation
entitlement.  Upon your attainment of age sixty-two you will
be  eligible  for  your pension under the special  executive
retirement  plan  (SERP) with 20 years' service  credit  and
without any early retirement reduction for retiring prior to
age  65.   Your  life insurance coverage and your  Executive
Medical  health  benefits including your  prescription  drug
coverage  under the Company plan will be continued  for  you
and  your  covered dependents until you attain age  65;  any
COBRA  entitlements  will follow.   Your  unexercised  Stock
Options  and Stock Appreciation Rights ("SAR's")  which  are
vested  currently  or  after vesting  during  the  severance
period  will be exercisable through the date that  is  three
months  after the end of the severance period, unless sooner
expired. These provisions exceed anything to which  you  are
otherwise entitled by reason of your having been employed by
or separated from the Company prior to the execution of this
Release Agreement.

     The  foregoing  voluntary  consideration  is  given  in
return  for  your  discharge  and  release  of  all  claims,
obligations, and demands which you have, ever had, or in the
future  may  have against The Great Atlantic &  Pacific  Tea
Company, Inc., each and any parent, subsidiary or affiliated
entity   and  any  of  its  or  their  officers,  directors,
employees,   agents,   predecessors   or   successors   (the
"Company") arising out of or related to your employment with
and  separation from the Company, including, but not limited
to,  any and all claims under Title VII of the Civil  Rights
Act  of  1964,  the  Civil  Rights  Act  of  1991,  the  Age
Discrimination in Employment Act ("ADEA"), the Older Workers
Benefit Protection Act, the Americans with Disabilities Act,
the  Employment Retirement Income Security Act of 1974,  the
Family  and Medical Leave Act, the Equal Pay Act, the Worker
Adjustment and Retraining Notification Act, each  and  every
state  or  local  variation of these federal laws  including
without    limitation   the   New   Jersey    Law    Against
Discrimination,   the  New  Jersey  Conscientious   Employee
Protection Act, and the New Jersey Family Leave Act, and any
and  all  other  applicable federal, state, and  local  fair
employment   practices,   individual   rights,    wage    or
discrimination laws, and any and all claims  for  breach  of
contract  or  implied  contract,  constructive  or  wrongful
discharge,  or  for negligence, retaliation and  all  torts.
This  release  shall not affect any subsequent  acts  giving
rise to claims.

     This Separation and Release Agreement does contain  and
constitute the full and complete understanding and agreement
between  you  and  the Company ("Agreement").   You  further
understand  and  agree that by entering into this  Agreement
the Company is not admitting violating any legal right, duty
or  entitlement  and  further that you  will  keep  strictly
confidential the terms and conditions of this Separation and
Release Agreement.

      The  Company advises you to consult with  an  attorney
prior  to  executing  this  Agreement.   By  executing  this
Agreement you acknowledge that (a) you have been provided an
opportunity to consult with an attorney or other advisor  of
your  choice regarding the terms of this Agreement, (b) this
is  a  final  offer and you have been given twenty-one  (21)
days  in  which to consider whether you wish to  enter  into
this Agreement, (c) you have elected to enter this Agreement
knowingly and voluntarily and (d) if you do so within  fewer
than  21  days from receipt of the final document  you  have
knowingly  and voluntarily waived the remaining  time.   The
Company  reserves the right reasonably to change  or  revoke
this Agreement prior to your execution hereof.

     This  Separation and Release Agreement shall  be  fully
effective  and  binding upon all parties hereto  immediately
upon  execution  by you and the Company; provided,  however,
you  have  seven (7) days following your execution  of  this
Agreement to change your mind.  You may revoke the Agreement
during those seven days by mailing or delivering a letter of
revocation  to  the Legal Department, attention  Mary  Ellen
Offer, Esq., The Great Atlantic & Pacific Tea Company, Inc.,
2  Paragon Drive, Montvale, New Jersey 07645.  Such a letter
must  be  signed and received, or postmarked, no later  than
the  seventh  day  after the date on which  you  signed  the
Separation and Release Agreement.

      You  further covenant not to contest the  validity  of
this  release after the expiration of the revocation period.
Therefore,  you agree that if you nonetheless should  pursue
litigation against the Company involving any matter  covered
and/or  released  hereby,  you first  will  restore  to  the
Company  the  full  value  of  all  consideration  you  have
received  and  waive  any to which you  are  still  entitled
hereunder  and  you shall be liable for the Company's  costs
and attorney fees incidental to defending such legal action.
Finally should any provision of this Agreement be found by a
court of competent jurisdiction to be unenforceable in whole
or  in  part, the remainder of this Agreement shall  not  be
affected thereby and shall remain in full force and effect.

      To evidence our understanding and agreement, duplicate
originals will be executed and notarized and each party will
retain an original.


THE COMPANY                             Agreed and accepted:


By:                                 ________________________
______________________        CHRISTIAN HAUB
     PETER J. O'GORMAN             President &
                                   Chief Executive Officer
                                   THE GREAT ATLANTIC &
                                   PACIFIC TEA COMPANY, INC.


Dated:___________________          Dated:__________________
                                        Sworn to before me
                                        this ______ day
                                        of _________, 1999.


                                        ___________________
                                        Notary Public



     Employment  and Separation Agreement  and  Release
     dated as of February 2, 2000 by and between George
     Graham  and  The  Great  Atlantic  &  Pacific  Tea
     Company, Inc.

     This   will  confirm  our  mutual  understandings   and
agreement  concerning  your continued  employment  with  and
anticipated separation from The Great Atlantic & Pacific Tea
Company,  Inc.  You agree to remain employed  and  actively
engaged  in providing the services needed to effectuate  the
transition  in  merchandising for the Company.   You  commit
that you will do so for at least the first six (6) months of
fiscal  2000 and thereafter at the Company's request through
March  3,  2001, whereafter your employment will  terminate.
Until  your  termination date in accord herewith  ("Eligible
Termination")  your  employment  status  otherwise   remains
unchanged.  Upon  termination  all  rights,  privileges  and
entitlements  as an active employee cease, subject  only  to
the provisions hereinafter set forth.

      Provided  you  continue  to work  as  agreed  to  your
Eligible  Termination, the Company  will  pay  you  at  your
current  salary rate for two (2) calendar years  after  said
termination  date, which includes payment for any  otherwise
applicable paid leave time, notably including vacation  time
(the   "Severance  Period").   Your  Company  provided  life
insurance  and executive medical coverage will be  continued
during the Severance Period.  Any COBRA entitlement, if any,
will  follow  thereafter.  Your pension  under  the  special
executive retirement plan (SERP) will be calculated with  20
years' service credit and full retirement benefit at age  59
instead  of  age  65.  In the event your spouse  Mary  Ellen
survives you, she will receive 40% of your SERP benefit  for
the  remainder of her life.  Your unexercised Stock  Options
and Stock Appreciation Rights ("SAR's") which are vested  as
of your Eligible Termination and not previously exercised or
expired will be exercisable at any time until the date three
months   after  the  end  of  the  Severance  Period.   Your
participation in the Company's management incentive  program
ceases  as  of your termination date; provided,  you  remain
entitled on a pro rata basis to any bonus earned, accrued or
payable in respect to the fiscal year in which your Eligible
Termination  occurs.  These provisions  exceed  anything  to
which  you  are otherwise entitled by reason of your  having
been employed by or separated from the Company.

     The  foregoing  voluntary consideration is  conditioned
upon  and  given  in  return for your competent  and  honest
employment  until  your  Eligible  Termination  date,   your
agreement to provide information, advice and cooperation  on
matters  having  their origin prior to separation  from  the
Company,  and  your  discharge and release  of  all  claims,
obligations, and demands which you have, ever had, or in the
future  may  have against The Great Atlantic &  Pacific  Tea
Company,  Inc.,  any  parents,  subsidiaries  or  affiliated
entities  and  any  of  its  or their  officers,  directors,
employees,   agents,   predecessors   or   successors   (the
"Company") arising out of or related to your employment with
and  separation from the Company, including, but not limited
to,  any and all claims under Title VII of the Civil  Rights
Act  of  1964,  the  Civil  Rights  Act  of  1991,  the  Age
Discrimination in Employment Act ("ADEA"), the Older Workers
Benefit Protection Act, the Americans with Disabilities Act,
the  Employment Retirement Income Security Act of 1974,  the
Family  and Medical Leave Act, the Equal Pay Act, the Worker
Adjustment  and  Retraining Notification Act,  the  National
Labor Relations Act, each and every state or local variation
of  these federal laws including without limitation the  New
Jersey  Law  Against Discrimination, the New  Jersey  Family
Leave Act, as amended, the New Jersey Conscientious Employee
Protection Act, any and all other applicable federal, state,
and   local   fair  employment  practices,   individual   or
constitutional rights, wage or discrimination laws  and  any
and  all  claims for breach of contract or implied contract,
constructive  or  wrongful  discharge,  or  for  negligence,
retaliation  and  all  torts, and any  and  all  claims  for
attorney fees.

     This  release shall not affect any acts giving rise  to
claims  subsequent  to  your  employment  termination  date.
Excluded  from  this  release are any claims  which  by  law
cannot be waived; provided, however, while you cannot  waive
your  right  to  file  a charge with or  participate  in  an
investigation conducted by certain government agencies,  you
are  waiving  and  releasing your  claim  or  right  to  any
monetary  recovery  should any agency  (such  as  the  Equal
Employment  Opportunity Commission) pursue any  claims  that
would otherwise financially benefit you.

     This  Employment  and Separation and Release  Agreement
does   contain   and  constitute  the  full   and   complete
understanding  and  agreement between you  and  the  Company
("Agreement").   You further understand and  agree  that  by
entering  into  this Agreement the Company is not  admitting
violating  any legal right, duty or entitlement and  further
that  you  will  keep strictly confidential  the  terms  and
conditions of this Agreement.

      The  Company advises you to consult with  an  attorney
prior  to  executing  this  Agreement.   By  executing  this
Agreement you acknowledge that (a) you have been provided an
opportunity to consult with an attorney or other advisor  of
your  choice regarding the terms of this Agreement, (b) this
is  a  final  offer and you have been given twenty-one  (21)
days  in  which to consider whether you wish to  enter  into
this Agreement, (c) you have elected to enter this Agreement
knowingly and voluntarily and (d) if you do so within  fewer
than  21  days from receipt of the final document  you  have
knowingly  and  voluntarily waived the remaining  time.  The
Company  reserves the right reasonably to change  or  revoke
this Agreement prior to your execution hereof.

     This  Agreement  shall be fully effective  and  binding
upon  all parties hereto immediately upon execution  by  you
and  the Company; provided, however, you have seven (7) days
following  your execution of this Agreement to  change  your
mind.  You may revoke the Agreement during those seven  days
by mailing or delivering a letter of revocation to the Legal
Department,  attention  Mary Ellen Offer,  Esq.,  The  Great
Atlantic  &  Pacific  Tea Company, Inc.,  2  Paragon  Drive,
Montvale,  New Jersey 07645.  Such a letter must  be  signed
and  received, or postmarked, no later than the seventh  day
after the date on which you signed the Agreement.

      You  further covenant not to contest the  validity  of
this  release after the expiration of the revocation period.
Therefore,  you agree that if you nonetheless should  pursue
litigation against the Company involving any matter  covered
and/or  released  hereby,  you first  will  restore  to  the
Company  the  full  value  of  all  consideration  you  have
received  and  waive  any to which you  are  still  entitled
hereunder  and  you shall be liable for the Company's  costs
and attorney fees incidental to defending such legal action.
Finally should any provision of this Agreement be found by a
court of competent jurisdiction to be unenforceable in whole
or  in  part, the remainder of this Agreement shall  not  be
affected thereby and shall remain in full force and effect.

      If  this  is in accordance with our understanding  and
agreement,  please  sign  and return  to  my  attention  the
enclosed copy, which shall evidence our binding agreement.

                                   Agreed and Accepted:



By: _____________________          ___________________
  LAURANE MAGLIARI                 GEORGE GRAHAM
  Sr. Vice President,
  People Resources & Services
  THE GREAT ATLANTIC & PACIFIC
  TEA COMPANY, INC.

Dated: ___________________    Dated:_____________________





Personal & Confidential



To:       Brian Pall
From:     Laurane S. Magliari
Date:     May 3, 2000
Subject:  Promotion to Chief Development Officer
           - Total Compensation

This memo will detail the terms of your promotion to Chief
Development Officer effective May 1, 2000.  In your new
capacity, you will report directly to Christian Haub and
participate as a member of the Management Executive
Committee (MEC).

Annual Base Salary:           $300,000

Grade Level:                  F    (Minimum $214.0,
                              Mid-Point $305.0,
                              Maximum $397.0)

Annual Incentive Target:      40% ($122.0) of
                              grade mid-point

Long Term Incentive Target:   25,000 stock options.   Stock
                              option grant for 1999
                              performance is 26,500 options.

Severance Agreement:     Should the Company terminate your
                         employment for reason other than
                         cause, you will be entitled to an
                         amount equal to 18 months of
                         continued total compensation
                         inclusive of benefits, (i.e. health
                         insurance, bonus entitlement, etc.,
                         not just base salary).

As we discussed, you will be considered for participation in
SERP once the Plan has been revised and approved by the
Retirement Committee.  Additionally, should the results of
the Total Compensation Study indicate your new position
warrants a salary grade level higher than "F", an adjustment
will be made at that time.

Brian, on behalf of the MEC, we our very excited about your
joining the team and look forward to your contributions to
our Company's success.



cc:  Christian Haub


                              November 19, 1999

Via Fed Ex
Mr. William Costantini
64 Bouton Road
South Salem, NY  10590

Dear Bill:

The  management  team at The Great Atlantic  &  Pacific  Tea
Company joins me in offering you the position of Senior Vice
President, General Counsel beginning March 1, 2000, based in
our  Montvale  office and reporting to  Fred  Corrado,  Vice
Chairman - CFO.  This offer is conditioned on a satisfactory
reference check and substance abuse testing.  Below are  the
details:

    Your base salary will be $335,000 per annum, payable
    in  four-week increments (13 times per  year)  at  a
    rate  of  $25,769.23.  You will  be  granted  25,000
    Stock   Options  upon  your  employment  with   A&P.
    Subsequent awards under the Company's program are at
    the  decision  of  the Board of Directors  based  on
    individual  and  Company performance.   Your  target
    award is 25,000 options.

    As  Senior Vice President, General Counsel, you will
    participate in the Fiscal Year 2000 Management Bonus
    Plan  at  a  target bonus rate of $122,000  (40%  of
    grade mid-point; 1999 mid-point is $305,000).

    You  will  be  eligible to participate  in  the  A&P
    Retirement and Savings Plan upon completion  of  one
    year  of  employment.  In addition,  you  have  been
    designated  to  participate in the Senior  Executive
    Medical   Reimbursement  Plan  for  claims  incurred
    subsequent  to  your  start date.   In  short,  this
    enhanced  benefit covers 100% of all  medical  costs
    including  dental and vision, with the exception  of
    prescriptions, which are covered under the  standard
    plan.   A  copy of our standard benefits package  is
    enclosed for your review.  Also enclosed is  a  copy
    of  A&P's Relocation Benefits Program, for which you
    will also be eligible.

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

                              Sincerely,



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

___________________________   _____________________________
(Name)                                  Date




January 20, 2000


Robert Ulrich, Esq.
500 Weymouth Drive
Wyckoff, NJ  07481

Dear Bob,

      As we have discussed, you have agreed to announce your
retirement from the Company effective May 18, 2000, i.e., on
your 25th anniversary date.

      This confirms the Agreement between the Company and
you terminating your active employment effective upon your
retirement from the Company on May 18, 2000, on which date
you will have attained age 65.

The Company has agreed to pay you at your current salary
rate from May 18, 2000 through May 17, 2001 ("severance
period").  These payments include any and all otherwise
applicable paid leave, including but expressly not limited
to vacation entitlement.

      Your Company paid life insurance coverage will be
continued through May 31, 2001.

      Executive Medical Health benefits and prescription
drug coverage under the Company plan will be continued for
you until May 31, 2001, and for your wife until she attains
age 65, i.e., until May 11, 2004.

      You will be entitled to any bonus that would otherwise
be payable to you in respect to fiscal year 2000, whether
"earned" or "discretionary."

      Any unexercised Stock Appreciation Rights ("SAR's")
and Stock Options, whether ISO's or Nonqualified Options,
which are vested as of May 18, 2000, will remain exercisable
through August 17, 2001, namely the conclusion of the third
month after the severance period.

      You will be eligible to receive a pension under the
Supplemental Executive Retirement Plan ("SERP") in
accordance with the terms of the Plan.
Robert Ulrich, Esq.
January 20, 2000
Page 2




      The Company will reimburse you for your Ridgewood
Country Club dues of $2,200 for the year 2000.

      If this is agreeable to you, please sign in the place
indicated below.





                              Very truly yours,



                              Laurane S. Magliari

Agreed:




Robert G. Ulrich







June 15, 1999


Mr. Nicholas Ioli, Jr.
253 North Poverty Road
Southbury, CT  06488

Dear Nick:

We are pleased to confirm to your our offer of employment.
The details are as follows:

     You will be employed by The Great Atlantic & Pacific
     Tea Company, Inc. on an agreed upon date, as Sr. Vice
     President -Chief Information Officer reporting to Fred
     Corrado, Vice Chairman, which is conditioned on
     satisfactory substance abuse testing.

     Your base salary will be $225,000 per annum, payable in
     four weekly increments (13 times per year) at rate of
     $17,307.69.  Checks are issued on Thursday of the last
     week of each fiscal period.

     As Sr. Vice President-Chief Information Officer, you
     will participate in the Fiscal Year 1999 Management
     Bonus Plan at a target bonus rate of 40% of grade mid-
     point (1999 mid-point is $305,000).  Bonus payment for
     FY 1999 will be prorated coincident with your start
     date.

     Additionally, you will be granted an issuance of 15,000
     Stock Options under the A&P Stock Option Plan at the
     price in effect on the date you begin employment with
     A&P.

     In the event of involuntary termination by the company
     (except in the case of termination for cause), you will
     be entitled to twelve (12) months' salary as severance
     pay.

     You are also eligible for full relocation benefits
     should your relocation occur during your first twelve
     months of employment.

     Vacation entitlement will be four (4) weeks each
     calendar year.  You will participate in the Company's
     Executive Medical Program immediately upon commencement
     of employment.  You will be eligible to participate in
     the A&P Retirement and Savings Plan upon completion of
     one year of employment.

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


                              Sincerely,



                              Laurane Magliari


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



NICHOLAS L. IOLI, JR.         DATE