THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

                     SUPPLEMENTAL EXECUTIVE

                         RETIREMENT PLAN

                  (Effective September 1, 1997)

                        TABLE OF CONTENTS
                                                             Page
INTRODUCTION                                                   1

SECTION 1   DEFINITIONS                                        2
  1.1       Agreement                                          2
  1.2       Average Annual Compensation                        2
  1.3       Board of Directors                                 2
  1.4       Chief Executive Officer                            2
  1.5       Committee                                          2
  1.6       Company                                            2
  1.7       Consecutive Service                                2
  1.8       Early Retirement Date                              2
  1.9       Employee                                           2
  1.10      Member                                             2
  1.11      Normal Retirement Date                             2
  1.12      Objective Pension                                  3
  1.13      Pension Offset                                     3
  1.14      Plan                                               4
  1.15      Postponed Retirement Date                          4
  1.16      Retirement Date                                    4
  1.17      Retirement Plan                                    4
  1.18      Retirement Savings Plan                            4
  1.19      Savings Plan                                       4
  1.20      Service                                            4

SECTION 2   MEMBERSHIP                                         5
  2.1       Membership                                         5
  2.2       Agreements                                         5
  2.3       Continuation of membership                         5
  2.4       Discontinuation of membership                      5

SECTION 3   NORMAL AND POSTPONED RETIREMENT                    6
  3.1       Normal and postponed retirement dates              6
  3.2       Normal retirement pension                          6
  3.3       Postponed retirement pension                       6
  3.4       Normal objective pension                           6

SECTION 4   EARLY RETIREMENT                                   7
  4.1       Early retirement date                              7
  4.2       Early retirement pension                           7
  4.3       Early objective pension                            7

SECTION 5   IN EVENT OF DEATH                                  8
  5.1       Surviving spouse benefit                           8
  5.2       Amount of surviving spouse pension                 8
                                                                 
                                                             Page
SECTION 6   IN EVENT OF TERMINATION OF EMPLOYMENT              9
  6.1       Vesting                                            9
  6.2       Termination before age 55                          9

SECTION 7   PAYMENT OF BENEFITS                               10
  7.1       Retirement pension                                10
  7.2       Surviving spouse pensions                         10

SECTION 8   PROVISION OF BENEFITS                             11
  8.1       Source of benefits                                11

SECTION 9   ADMINISTRATION OF THE PLAN                        12
  9.1       Plan Administrator                                12
  9.2       Powers and duties of the Plan Administrator       12

SECTION 10  MISCELLANEOUS                                     13
 10.1       Rights of employees                               13
 10.2       Governing law                                     13

SECTION 11  AMENDMENT OF TERMINATION OF THE PLAN              14
 11.1       Amendment                                         14
 11.2       Termination                                       14

APPENDIX A                                                    15

APPENDIX B                                                    16

APPENDIX C                                                    17

                          INTRODUCTION


The Great Atlantic & Pacific Tea Company, Inc. Supplemental
Executive Retirement Plan (Effective September 1, 1997) set forth
herein, is an amendment and restatement of the Plan as originally
established under The Great Atlantic & Pacific Tea Company, Inc.
Supplemental Executive Retirement Plan (Effective January 1,
1978) and continued under The Great Atlantic & Pacific Tea
Company, Inc. Supplemental Executive Retirement Plan (Effective
October 1, 1984, The Great Atlantic & Pacific Tea Company, Inc.
Supplemental Executive Retirement Plan (Effective February 28,
1988), and The Great Atlantic & Pacific Tea Company, Inc.
Supplemental Executive Retirement Plan (Effective September 30,
1991).
The Plan is intended to be an unfunded deferred compensation plan
for "a select group of management or highly compensated
employees" described in Section 201(2) of the Employee Retirement
Income Security Act of 1974.

The purpose of the Plan is to supplement other sources of
retirement income in order to provide a total objective benefit
for retiring executives or surviving spouses of deceased
executives.

The Great Atlantic & Pacific Tea Company, Inc. Supplemental
Executive Retirement Plan (Effective September 30, 1991) set
forth herein shall not be applicable to any Member (as defined in
Section 1.10) whose employment with the Company ceased
before September 30, 1991; rather, the rights and benefits of, or
arising with respect to, such Members shall be governed by the
terms of the Plan as in effect from time to time before September
1, 1997.
                               -1-
                            SECTION 1

                           Definitions


The following words and phrases as used herein have the following
meanings unless a different meaning is plainly required by the
context:

1.1  "Agreement" means the agreement between the Member and the
     Company evidencing the participation in and benefits to
     which such Member may be entitled under the Plan as provided
     in Section 2.2 (Agreements).

1.2  "Average Annual Compensation" means the highest average
     which can be produced by averaging a Member's base earnings,
     exclusive of bonuses, paid by the Company for any five
     consecutive calendar years within the last ten calendar
     years prior to his retirement or other termination of
     employment.  If the Member has not been employed for at
     least five consecutive calendar years at the time of
     determination, the average shall be based on his actual
     period of employment.

1.3  "Board of Directors" means the board of directors of The
     Great Atlantic & Pacific Tea Company, Inc.

1.4  "Chief Executive Officer" means the Chief Executive Officer
     of The Great Atlantic & Pacific Tea Company, Inc.

1.5  "Committee" means the committee appointed by the Board of
     Directors to administer the Plan.

1.6  "Company" means, individually, (i) The Great Atlantic &
     Pacific Tea Company, Inc., with respect to its employees,
     and (ii) any other company directly or indirectly controlled
     by The Great Atlantic & Pacific Tea Company, Inc. that
     elects to participate in the Plan with the consent of the
     Board of Directors, with respect to its employees.
     Companies participating in the Plan shall be listed in
     Appendix A to the Plan.

1.7  "Consecutive Service" means all unbroken service with the
     Company during a Member's most recent employment with the
     Company.

1.8  "Early Retirement Date" means the first day of any month on
     which a Member retires in accordance with Section 4 (Early
     Retirement).

1.9  "Employee" means an employee of the Company.

1.10 "Member" means any Employee or former Employee who is
     included in the Plan as provided in Section 2 (Membership).

1.11 "Normal Retirement Date" means the first day of the month
     following the Member's 65th birthday.

1.12 "Objective Pension" means the total amount of retirement
     income which, in accordance with the intent of this Plan, is
     expected to become payable to a Member or a Member's spouse
     under various programs of the Company and Social Security.
     The terms "Normal Objective Pension" and "Early Objective
     Pension" distinguish the Objective Pensions pertaining to
     the corresponding forms of retirement benefit provisions.

1.13 "Pension Offset" means the sum of:

          (i)the annual pension benefits payable (or that would
          be payable at the earliest time such benefits could be
          paid if proper application were made at such time) to
          the Member as a pension under (1) the Retirement Plan,
          or (2) any other defined benefit pension plan listed in
          Appendix B to the Plan, to the extent specified in
          Appendix B;

          (ii)one-half of the Member's annual primary Social
          Security benefit calculated under Title II of the
          Social Security Act (and, if applicable, the Member's
          annual benefit under the Old Age Security Act of the
          Government of Canada and one-half of the Member's
          annual benefits under the Canada Pension Plan and the
          Quebec Pension Plan) as in effect at the time his
          employment with the Company terminates or at his Normal
          Retirement Date whichever occurs first, based on the
          assumption that (1) such benefit would become payable
          at the earliest time such benefit could be paid if
          proper application were made at such time (or
          termination of employment if later) and (2) the wages
          used for such determination are only those wages
          received from the Company; and

          (iii)the sum of:

               (1)the benefits payable at the time of termination under
               the Retirement Savings Plan that are attributable
               to "Company retirement contributions" (as that
               term is used in Section 3.1 of such plan); and

               (2)the benefits that would have been payable at the time
               of termination under the Savings Plan from the
               "Employer Account" as defined in Section 1.19 of
               such plan if the Member had contributed to such
               plan the amount of "Basic Savings Contributions"
               as defined in Section 1.6 of such plan that would
               have resulted in the largest amount of matching
               Employer contributions on his behalf for periods
               of employment on or after September 30, 1991 under
               such plan or, for periods of employment prior to
               September 30, 1991, under the Retirement Savings
               Plan; and

               (3)the benefits payable at the time of termination under
               the Savings Plan from the "Employer Account"
               attributable to matching Employer contributions
               transferred to the Saving Plan from any of the
               prior defined contribution plans listed in
               Appendix B;

               provided that the Committee shall convert the
               amount of such benefits to an equivalent annual
               lifetime annuity payable at the Member's retirement
               date using the 1984 Unisex Pension Mortality Table, set
               back in age one year, and the then applicable interest
               rate published by the Pension Benefit Guaranty
               Corporation for valuing immediate annuities for plan
               terminations.

     For Employees who become Members in the Plan (either for the
     first time or because of reinstatement) on or after
     September 1, 1997, the Pension Offset amounts above that are
     attributable to service with the Company or any predecessor
     Company prior to the Member's Service Date shall be
     disregarded.

1.14 "Plan" means The Great Atlantic & Pacific Tea Company, Inc.
     Supplemental Executive Retirement Plan.

1.15 "Postponed Retirement Date" means the first day of calendar
     month following the Member's Normal Retirement Date upon
     which the member retires in accordance with Section 3.1
     (Normal retirement date).

1.16 "Retirement Date" means the Normal, Early or Postponed
     Retirement Date whichever is applicable.

1.17 "Retirement Plan" means The Great Atlantic & Pacific Tea
     Company, Inc., and Participating United States Subsidiaries
     Employees' Retirement Plan, as in effect prior to its
     termination date of May 31, 1984.

1.18 "Retirement Savings Plan" means The Great Atlantic & Pacific
     Tea Company, Inc. Retirement Savings Plan, as adopted
     effective as of March 1, 1984 and as thereafter amended from
     time to time.

1.19 "Savings Plan" means The Great Atlantic & Pacific Tea
     Company, Inc. Savings Plan, as adopted effective as of
     January 1, 1991 and as thereafter amended from time to time.

1.20 "Service" means a Member's period of employment with the
     Company after the "Service Date" applicable to such Company
     as set forth in Appendix A, computed in years and completed
     months expressed as a fraction of a year.  For each
     additional year of "Continuous Service" credited to a Member
     who was a "Special Member" under the Plan as in effect prior
     to October 1, 1984, such Member shall be deemed to have an
     additional year of Service under this Plan [the terms
     "Continuous Service" and "Special Member", as used in this
     Section 1.20, shall have the meaning as defined in The Great
     Atlantic & Pacific Tea Company, Inc. Supplemental Executive
     Retirement Plan (Effective January 1, 1978)].

The masculine pronoun wherever used shall include the feminine
pronoun and the singular, the plural.

                            SECTION 2
                                
                           Membership


2.1  Membership:

     The Chief Executive Officer, with the approval of the
     Compensation Policy Committee of the Board of Directors,
     shall select the Employees who are to be eligible to become
     Members in the Plan.

2.2  Agreements:

     Membership in the Plan shall be evidenced by an Agreement
     between the Employee and the Company in such form as the
     Chief Executive Officer shall approve and which shall comply
     with and be subject to the provisions of the Plan.

2.3  Continuation of membership:

     An Employee who has become a Member in accordance with
     Sections 2.1 and 2.2 shall, except as may otherwise be
     stipulated in his Agreement with the Company, continue as a
     Member as long as he continues in the employment of the
     Company and thereafter as long as he is entitled to benefits
     under the Plan.

2.4  Discontinuation of membership:

     A Member shall cease to be such and shall forfeit all rights
     to benefits otherwise payable to him or with respect to him
     under the Plan if the Board of Directors gives him timely
     written notice of its findings that he

          (a)  has misused Company funds or property, or has been
          engaged in illegal activities, or

          (b)  has engaged in any activity deemed detrimental to
          the best interests of the Company or a subsidiary or
          division of the Company.

     Written notice under this Section 2.4 shall be timely if
     sent to the Member's last known address within six months
     after the Board of Directors discovers the existence of
     facts which could give rise to a loss of benefits; provided,
     however, that said notice, to be effective, must be sent to
     the Member within twelve months following his termination of
     employment.

     A member who ceases to be such for any of the above causes
     shall forfeit all rights to any pension benefits payable to
     him or with respect to him, and the vesting provisions of
     Section 6.1 shall be void.

                            SECTION 3
                                
                 Normal and Postponed Retirement


3.1  Normal and postponed retirement dates:

     A Member's Normal Retirement Date is the first day of the
     month following his 65th birthday.  A member may retire or,
     to the extent permitted by law he may be retired on his
     Normal Retirement Date or, if not so retired, he may
     continue in employment beyond his Normal Retirement Date and
     retire on the first day of a subsequent month, his Postponed
     Retirement Date.

3.2  Normal retirement pension:

     A Member who retires at his Normal Retirement Date shall be
     entitled to an annual pension equal to (a) the excess, if
     any, of his Normal Objective Pension, determined in
     accordance with Section 3.4, over his Pension Offset
     multiplied by (b) his Percentage of Pension determined in
     accordance with Section 6.1 (Vesting).

3.3  Postponed retirement pension:

     A Member who retires on his Postponed Retirement Date shall
     be entitled to an annual pension equal to (a) the excess, if
     any, of his Normal Objective Pension, determined in
     accordance with Section 3.4 and based upon his Service and
     Average Annual Compensation as of his Normal Retirement Date
     over his Pension Offset determined as of his Normal
     Retirement Date multiplied by (b) his Percentage of Pension
     determined in accordance with Section 6.1 (Vesting) as of
     his Postponed Retirement Date.

3.4  Normal objective pension:

     The Normal Objective Pension of a Member who has completed
     at least 20 years of Service is 45% of his Average Annual
     Compensation.

     The Normal Objective Pension of a Member who has completed
     less than 20 years of Service is the sum of (a) 3% of his
     Average Annual Compensation multiplied by the number of
     years of his Service to a maximum of 10 years of Service and
     (b) 1-1/2% of his Average Annual Compensation multiplied by
     the number of years of his Service in excess of 10.

                            SECTION 4
                                
                        Early Retirement


4.1  Early retirement date:

     A Member who has attained age 55 and has completed 10 years
     of Consecutive Service may elect to retire on an Early
     Retirement Date which shall be the first day of any month
     prior to his Normal Retirement Date.

4.2  Early retirement pension:

     A Member who retires at an Early Retirement Date shall be
     entitled to an annual pension equal to (a) the excess, if
     any, of his Early Objective Pension, determined in
     accordance with Section 4.3, over his Pension Offset
     multiplied by (b) his Percentage of Pension determined in
     accordance with Section 6.1 (Vesting).

4.3  Early objective pension:

     A Member's Early Objective Pension shall be determined as
     follows:

          (a)  A Normal Objective Pension is determined in
          accordance with Section 3.4 (Normal objective pension).

          (b)  The amount determined in (a) is then reduced by
          5/12 of 1% for each month by which the member's Early
          Retirement Date precedes his Normal Retirement Date.

                            SECTION 5
                                
                        In Event Of Death


5.1  Surviving spouse benefit:

     In the event of the death, whether before or after
     retirement, of a Member who is survived by a "spouse" (as
     defined herein) such spouse shall be entitled to a surviving
     spouse pension.  The annual amount of the surviving spouse
     pension shall be set forth in Section 5.2.  The term
     "spouse" shall mean an individual who (i) was legally
     married to the Member continuously during the one-year
     period ending on the date of the Member's death and (ii) in
     the case of a Member who himself receives a benefit from the
     Plan, was also legally married to the Member continuously
     during the one-year period ending on the date on which
     payment of the Plan benefit to the Member commenced.

5.2  Amount of surviving spouse pension:

     The surviving spouse pension with respect to a Member whose
     death occurs after retirement shall be 40% of the Normal or
     Early pension, whichever is applicable, that the Member was
     receiving at the time of his death.

     The surviving spouse pension with respect to a Member whose
     death occurs prior to retirement shall be 40% of the
     pension, if any, to which the member would have been
     entitled under Section 6.1, if he had retired or terminated
     employment on the day before his death.

                            SECTION 6
                                
              In Event Of Termination Of Employment


6.1  Vesting:

     Except as otherwise provided in Appendix C, if a Member's
     employment with the Company ceases for any reason after

          (i)  completing five or more years of Service if he
          became a Member under the Plan as in effect prior to
          January 1, 1982, or

          (ii) completing five or more years of Service and
          attaining the age of 55 if he became a Member under the
          Plan as in effect on or after January 1, 1982,

     he shall be entitled to a percentage of the net pension
     determined in accordance with Section 3.2 or 4.2, in an
     amount as follows:

          Years of Service          Percentage of Pension
          Less than 5                       0%
          5, but less than 6               50%
          6, but less than 7               60%
          7, but less than 8               70%
          8, but less than 9               80%
          9, but less than 10              90%
          10 or more                      100%

     Notwithstanding the foregoing, however, except as otherwise
     provided in Appendix C, if such Member's employment is
     terminated involuntarily after completing five years of
     Service, but prior to attaining the age of 55, he shall be
     entitled to a percentage, determined under the schedule
     immediately above, of the net pension determined in
     accordance with Section 3.2 or 4.2 unless he is terminated
     for cause for one of the reasons specified in Section 2.4
     (Discontinuance of membership) hereof.

     In no case will any benefits be payable to a participant who
     terminates employment prior to completing one year of
     Service as a Member.

6.2  Termination before age 55:

     If a member's employment with the Company terminates prior
     to his attaining age 55, his Objective Pension and net
     pension, including Pension Offset, shall be determined
     assuming commencement at age 65 and the pension benefit
     payable from the Plan will commence at age 65.  Upon proper
     application by such Member and approval by the Committee,
     the Member shall be able to have his Objective Pension and
     net pension, including Pension Offset, redetermined based
     upon an earlier benefit commencement in accordance with
     Section 4 (Early Retirement) and the net pension payable
     shall commence on such date.
                            SECTION 7
                                
                       Payment Of Benefits


7.1  Retirement pensions:

     Normal or Early pensions are payable in monthly installments
     as of the first day of each month commencing with the
     Member's Retirement Date and ceasing with the last payment
     due prior to his death.

7.2  Surviving spouse pensions:

     Surviving spouse pensions are payable in monthly
     installments as of the first day of each month commencing
     with the first day of the month following the Member's death
     and ceasing with the last payment due prior to the surviving
     spouse's death.

                            SECTION 8
                                
                      Provision Of Benefits


8.1  Source of benefits:

     Benefits under the Plan shall not be prefunded, but shall be
     paid by the Company as and when they become due as provided
     herein, and the interest of the Member and his spouse in any
     benefits under the Plan shall be only of an unsecured
     creditor of the Company.

                            SECTION 9
                                
                   Administration Of The Plan


9.1  Plan Administrator:

     The Committee shall be the Plan Administrator, except with
     respect to any matter relating exclusively to a member of
     the Committee in which case the Board of Directors of the
     Company shall serve as the Plan Administrator.

9.2  Powers and duties of the Plan Administrator:

     The Committee, in addition to all the powers and duties
     specified in the various provisions of the Plan, shall have
     the exclusive right to interpret the Plan and to decide any
     matter arising in connection with the administration of the
     Plan.

                           SECTION 10
                                
                          Miscellaneous


10.1 Rights of employees:

     Neither the adoption of the Plan nor its operation shall in
     any way affect the right and power of the Company to dismiss
     or otherwise terminate the employment of, or change the
     terms of employment or amount of compensation of, any
     Employee at any time for any reason.

     By his agreement to participate in the Plan each Member
     shall conclusively bind himself and any person claiming
     under or through him to any action or decision taken or made
     under the Plan by the Committee, the Company or the Board of
     Directors of the Company.

10.2 Governing law:

     The Plan shall be construed in accordance with the laws of
     the State of New York.

                           SECTION 11
                                
              Amendment Or Termination Of The Plan


11.1 Amendment:

     The Board of Directors of the Company reserves the right at
     any time and from time to time, to modify or amend in whole
     or in part any or all of the provisions of the Plan.

11.2 Termination:

     The Board of Directors of the Company shall have the right
     to terminate the Plan at any time.

                           APPENDIX A
                                
         THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
             SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


          COMPANY                            SERVICE DATE
1. The Great Atlantic &
Pacific Tea Company, Inc. (A&P)  Date of employment with A&P.

2. Food Mart Division of         (1) For purposes
Waldbaum, Inc.                   of computing
                                 the amount of a Member's
                                 Normal Objective Pension
                                 or Early Objective Pension
                                 (but not for determining
                                 eligibility for benefits
                                 under Section 4, 5, or 6) -
                                 Date of employment with
                                 Waldbaum, Inc. or its
                                 predecessor;

                                 (2) For purposes of determining
                                 eligibility for benefits under
                                 Sections 4, 5 and 6 -
                                 January 1, 1987.


3.The Great Atlantic &           Earlier of (1) date of
  Pacific Tea Company of         employment with A&P Ltd. or
  Canada Limited (A&P Ltd.)      (2) date of employment with
                                 A&P.


4. Shopwell, Inc.                August 1, 1986

5. Waldbaum, Inc.,  except       January 1, 1987
   for the Food Mart Division
   of Waldbaum, Inc.


6. Borman's Inc.                 February 1, 1989

For Employees who become Members in the Plan (either for the
first time or because of reinstatement) on or after September 1,
1997, the Service Date can not precede the Member's most recent
employment date with the Company or any predecessor Company.

Notwithstanding any of the above, the Chairman of the Board may
designate individuals for whom the Service Date is earlier than
provided for above but not earlier than the individual's original
employment date with the Company or any predecessor Company.

                           APPENDIX B
                                
         THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
             SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                   OTHER PENSION OFFSET PLANS


Defined Benefit Pension Plans

1.   The Great Atlantic & Pacific Company of Canada, Limited
     Employees Retirement Plan
  
2.   A&P Pension Plan (Cash Balance Plan)


Defined Contribution Plans

1.   Waldbaum's Food Mart Management and Staff Deferred Salary
     Plan
  
2.   Shopwell, Inc. Savings Plan for Non-union Employees
3.   Waldbaum's, Inc. Management Savings Plan
4.   Borman's Employees Savings Plan

                           APPENDIX C


1.   In the case of a Member employed by Food Mart Division of
     Waldbaum, Inc., the following Section 6.1 shall apply in
     lieu of the Section 6.1 contained in the body of the Plan:

          6.1  If a Member's employment with the Company ceases
          for any reason after completing five or more years of
          Service (recognizing, in accordance with Appendix A,
          only employment on and after January 1, 1987), he shall
          be entitled to 100% of the net pension determined in
          accordance with Section 3.2 or 4.2; if his employment
          with the Company ceases for any reason before
          completing five years of service (recognizing, in
          accordance with Appendix A, only employment on and
          after January 1, 1987), he shall not be entitled to any
          benefits under the Plan.