THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.
        1998 LONG TERM INCENTIVE AND SHARE AWARD PLAN
                              
                              
          1.   Purposes.
          
          The purposes of the 1998 Long Term Incentive and
Share Award Plan are to advance the interests of The Great
Atlantic & Pacific Tea Company, Inc. and its shareholders by
providing a means to attract, retain, and motivate employees
of the Company upon whose judgment, initiative and efforts
the continued success, growth and development of the Company
is dependent.

          2.   Definitions.
          
          For purposes of the Plan, the following terms
shall be defined as set forth below:

          (a)  "Affiliate" means any entity other than the Company and
its Subsidiaries that is designated by the Board or the
Committee as a participating employer under the Plan,
provided that the Company directly or indirectly owns at
least 20% of the combined voting power of all classes of
stock of such entity or at least 20% of the ownership
interests in such entity.

          (b)  "Award" means any Option, SAR, Restricted Share,
Restricted Share Unit, Performance Share, Performance Unit,
Dividend Equivalent, or Other Share-Based Award granted to
an Eligible Person under the Plan.

          (c)  "Award Agreement" means any written agreement,
contract, or other instrument or document evidencing an
Award.

          (d)  "Beneficiary" means the person, persons, trust or
trusts which have been designated by the Eligible Person in
his or her most recent written beneficiary designation filed
with the Company to receive the benefits specified under
this Plan upon the death of the Eligible Person, or, if
there is no designated Beneficiary or surviving designated
Beneficiary, then the person, persons, trust or trusts
entitled by will or the laws of descent and distribution to
receive such benefits.

          (e)  "Board" means the Board of Directors of the Company.

          (f)  "Code" means the Internal Revenue Code of 1986, as
amended from time to time.  References to any provision of
the Code shall be deemed to include successor provisions
thereto and regulations thereunder.

          (g)  "Committee" means the Compensation Policy Committee of
the Board, or such other Board committee as may be
designated by the Board to administer the Plan; provided,
however, that the Committee shall consist of two or more
directors of the Company, each of whom is a "non-employee
director" within the meaning of Rule 16b-3 under the
Exchange Act, to the extent applicable.

          (h)  "Company" means The Great Atlantic & Pacific Tea
Company, Inc., a corporation organized under the laws of
Maryland, or any successor corporation.

          (i)  "Dividend Equivalent" means a right, granted under
Section 5(g), to receive cash, Shares, or other property
equal in value to dividends paid with respect to a specified
number of Shares.  Dividend Equivalents may be awarded on a
free-standing basis or in connection with another Award, and
may be paid currently or on a deferred basis.

          (j)  "Eligible Person" means an employee of the Company, a
Subsidiary or an Affiliate, including any director who is an
employee.

          (k)  "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time.  References to any
provision of the Exchange Act shall be deemed to include
successor provisions thereto and regulations thereunder.

          (l)  "Fair Market Value" means, with respect to Shares or
other property, the fair market value of such Shares or
other property determined by such methods or procedures as
shall be established from time to time by the Committee.  If
the Shares are listed on any established stock exchange or a
national market system, unless otherwise determined by the
Committee in good faith, the Fair Market Value of a Share
shall mean the closing price of the Share on the date on
which it is to be valued hereunder (or, if the Shares were
not traded on that day, the next preceding day that the
Shares were traded) on the principal exchange on which the
Shares are traded, as such prices are officially quoted on
such exchange.

          (m)  "ISO" means any option intended to be and designated as
an incentive stock option within the meaning of Section 422
of the Code.

          (n)  "NQSO" means any Option that is not an ISO.

          (o)  "Option" means a right, granted under Section 5(b), to
purchase Shares.

          (p)  "Other Share-Based Award" means a right, granted under
Section 5(h), that relates to or is valued by reference to
Shares.

          (q)  "Participant" means an Eligible Person who has been
granted an Award under the Plan.

          (r)  "Performance Share" means a performance share granted
under Section 5(f).

          (s)  "Performance Unit" means a performance unit granted
under Section 5(f).

          (t)  "Plan" means this 1998 Long Term Incentive and Share
Award Plan.

          (u)  "Restricted Shares" means an Award of Shares under
Section 5(d) that may be subject to certain restrictions and
to a risk of forfeiture.

          (v)  "Restricted Share Unit" means a right, granted under
Section 5(e), to receive Shares or cash at the end of a
specified deferral period.

          (w)  "Rule 16b-3" means Rule 16b-3, as from time to time in
effect and applicable to the Plan and Participants,
promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act.

          (x)  "SAR" or "Share Appreciation Right" means the right,
granted under Section 5(c), to be paid an amount measured by
the difference between the exercise price of the right and
the Fair Market Value of Shares on the date of exercise of
the right, with payment to be made in cash, Shares, or
property as specified in the Award or determined by the
Committee.

          (y)  "Shares" means common stock, $1 par value per share, of
the Company.

          (z)  "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with
the Company if each of the corporations (other than the last
corporation in the unbroken chain) owns shares possessing
50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the
chain.

          3.   Administration.
          
          (a)  Authority of the Committee.  The Plan shall be
administered by the Committee, and the Committee shall have
full and final authority to take the following actions, in
each case subject to and consistent with the provisions of
the Plan:

        (i) to select Eligible Persons to whom Awards may be
     granted;
     
       (ii) to designate Affiliates;
     
      (iii) to determine the type or types of Awards to be
     granted to each Eligible Person;
     
       (iv) to determine the type and number of Awards to be
     granted, the number of Shares to which an Award may relate,
     the terms and conditions of any Award granted under the Plan
     (including, but not limited to, any exercise price, grant
     price, or purchase price, and any bases for adjusting such
     exercise, grant or purchase price, any restriction or
     condition, any schedule for lapse of restrictions or
     conditions relating to transferability or forfeiture,
     exercisability, or settlement of an Award, and waiver or
     accelerations thereof, and waivers of performance conditions
     relating to an Award, based in each case on such
     considerations as the Committee shall determine), and all
     other matters to be determined in connection with an Award;
     
        (v) to determine whether, to what extent, and under what
     circumstances an Award may be settled, or the exercise price
     of an Award may be paid, in cash, Shares, other Awards, or
     other property, or an Award may be canceled, forfeited,
     exchanged, or surrendered;
     
     (vi)  to determine whether, to what extent, and under
     what circumstances cash, Shares, other Awards, or other
     property payable with respect to an Award will be deferred
     either automatically, at the election of the Committee, or
     at the election of the Eligible Person;

     (vii)    to determine whether, to what extent, and under
     what circumstances any cash, Shares, other Awards, or other
     property payable on a deferred basis will be adjusted for
     interest or earnings equivalents and, if so, the basis for
     determining such equivalents;
     
     (viii)   to prescribe the form of each Award Agreement,
     which need not be identical for each Eligible Person;
     
        (ix)  to adopt, amend, suspend, waive, and rescind such
     rules and regulations and appoint such agents as the
     Committee may deem necessary or advisable to administer the
     Plan;
     
        (x) to correct any defect or supply any omission or
     reconcile any inconsistency in the Plan and to construe and
     interpret the Plan and any Award, rules and regulations,
     Award Agreement, or other instrument hereunder;
     
        (xi) to accelerate the exercisability or vesting of all
     or any portion of any Award or to extend the period during
     which an Award is exercisable; and
     
        (xii) to make all other decisions and determinations as
     may be required under the terms of the Plan or as the
     Committee may deem necessary or advisable for the
     administration of the Plan.
     
          (b)  Manner of Exercise of Committee Authority.  The
Committee shall have sole discretion in exercising its
authority under the Plan.  Any action of the Committee with
respect to the Plan shall be final, conclusive, and binding
on all persons, including the Company, Subsidiaries,
Affiliates, Eligible Persons, any person claiming any rights
under the Plan from or through any Eligible Person, and
shareholders.  The express grant of any specific power to
the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or
authority of the Committee.  The Committee may delegate to
officers or managers of the Company or any Subsidiary or
Affiliate the authority, subject to such terms as the
Committee shall determine, to perform administrative
functions and, with respect to Awards granted to persons not
subject to Section 16 of the Exchange Act, to perform such
other functions as the Committee may determine, to the
extent permitted under Rule 16b-3 (if applicable) and
applicable law.

          (c)  Limitation of Liability.  Each member of the Committee
shall be entitled to, in good faith, rely or act upon any
report or other information furnished to him or her by any
officer or other employee of the Company or any Subsidiary
or Affiliate, the Company's independent certified public
accountants, or other professional retained by the Company
to assist in the administration of the Plan.  No member of
the Committee, nor any officer or employee of the Company
acting on behalf of the Committee, shall be personally
liable for any action, determination, or interpretation
taken or made in good faith with respect to the Plan, and
all members of the Committee and any officer or employee of
the Company acting on their behalf shall, to the extent
permitted by law, be fully indemnified and protected by the
Company with respect to any such action, determination, or
interpretation.

          (d)  Limitation on Committee's Discretion.  Anything in this
Plan to the contrary notwithstanding, in the case of any
Award which is intended to qualify as "performance-based
compensation" within the meaning of Section 162(m)(4)(C) of
the Code, unless the Award Agreement specifically provides
otherwise, the Committee shall have no discretion to
increase the amount of compensation payable under the Award
to the extent such an increase would cause the Award to lose
its qualification as such performance-based compensation.

          (e)  Quorum, Acts of Committee.  A majority of the Committee
shall constitute a quorum, and the acts of a majority of the
members present at any meeting at which a quorum is present,
or acts approved in writing by all of the members, shall be
acts of the Committee.

          4.   Shares Subject to the Plan.
          
          (a)  Subject to adjustment as provided in Section 4(c)
hereof, the total number of Shares reserved for issuance in
connection with Awards under the Plan shall be 5,000,000.
No Award may be granted if the number of Shares to which
such Award relates, when added to the number of Shares
previously issued under the Plan, exceeds the number of
Shares reserved under the preceding sentence.  If any Awards
are forfeited, canceled, terminated, exchanged or
surrendered or such Award is settled in cash or otherwise
terminates without a distribution of Shares to the
Participant, any Shares counted against the number of Shares
reserved and available under the Plan with respect to such
Award shall, to the extent of any such forfeiture,
settlement, termination, cancellation, exchange or
surrender, again be available for Awards under the Plan.
Upon the exercise of any Award granted in tandem with any
other Awards, such related Awards shall be canceled to the
extent of the number of Shares as to which the Award is
exercised.

          (b)  Subject to adjustment as provided in Section 4(c)
hereof, the maximum number of Shares with respect to which
options or SARs may be granted during a calendar year to any
Eligible Person under this Plan shall be 500,000 Shares.

          (c)  In the event that the Committee shall determine that
any dividend in Shares, recapitalization, Share split,
reverse split, reorganization, merger, consolidation, spin-
off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the Shares
such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Eligible Persons
under the Plan, then the Committee shall make such equitable
changes or adjustments as it deems appropriate and, in such
manner as it may deem equitable, adjust any or all of (i)
the number and kind of shares which may thereafter be issued
under the Plan, (ii) the number and kind of shares, other
securities or other consideration issued or issuable in
respect of outstanding Awards, and (iii) the exercise price,
grant price, or purchase price relating to any Award;
provided, however, in each case that, with respect to ISOs,
such adjustment shall be made in accordance with Section
424(a) of the Code, unless the Committee determines
otherwise.  In addition, the Committee is authorized to make
adjustments in the terms and conditions of, and the criteria
and performance objectives included in, Awards in
recognition of unusual or non-recurring events (including,
without limitation, events described in the preceding
sentence) affecting the Company or any Subsidiary or
Affiliate or the financial statements of the Company or any
Subsidiary or Affiliate, or in response to changes in
applicable laws, regulations, or accounting principles;
provided, however, that, in the case of an Award which is
intended to qualify as "performance-based compensation"
within the meaning of Section 162(m)(4)(C) of the Code, such
authority shall be subject to Section 3(d) hereof.

          (d)  Any Shares distributed pursuant to an Award may
consist, in whole or in part, of authorized and unissued
Shares or treasury Shares including Shares acquired by
purchase in the open market or in private transactions.

          5.   Specific Terms of Awards.
          
          (a)  General.  Awards may be granted on the terms and
conditions set forth in this Section 5.  In addition, the
Committee may impose on any Award or the exercise thereof,
at the date of grant or thereafter (subject to Section
8(d)), such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the
Committee shall determine, including terms regarding
forfeiture of Awards or continued exercisability of Awards
in the event of termination of employment by the Eligible
Person.

          (b)  Options.  The Committee is authorized to grant Options,
which may be NQSOs or ISOs, to Eligible Persons on the
following terms and conditions:

        (i) Exercise Price.  The exercise price per Share
     purchasable under an Option shall be determined by the
     Committee, and the Committee may, without limitation, set an
     exercise price that is based upon achievement of performance
     criteria if deemed appropriate by the Committee.
     
        (ii)     Option Term.  The term of each Option shall be
     determined by the Committee.
     
        (iii)    Time and Method of Exercise.  The Committee shall
     determine at the date of grant or thereafter the time or
     times at which an Option may be exercised in whole or in
     part (including, without limitation, upon achievement of
     performance criteria if deemed appropriate by the
     Committee), the methods by which such exercise price may be
     paid or deemed to be paid (including, without limitation,
     broker-assisted exercise arrangements), the form of such
     payment (including, without limitation, cash, Shares, notes
     or other property), and the methods by which Shares will be
     delivered or deemed to be delivered to Eligible Persons.
     
        (iv)     ISOs.  The terms of any ISO granted under the Plan
     shall comply in all respects with the provisions of Section
     422 of the Code, including but not limited to the
     requirement that the ISO shall be granted within ten years
     from the earlier of the date of adoption or shareholder
     approval of the Plan.  ISOs may only be granted to employees
     of the Company or a Subsidiary.
     
          (c)  SARs.  The Committee is authorized to grant SARs (Share
Appreciation Rights) to Eligible Persons on the following
terms and conditions:

        (i) Right to Payment.  An SAR shall confer on the Eligible
     Person to whom it is granted a right to receive with respect
     to each Share subject thereto, upon exercise thereof, the
     excess of (1) the Fair Market Value of one Share on the date
     of exercise (or, if the Committee shall so determine in the
     case of any such right, the Fair Market Value of one Share
     at any time during a specified period before or after the
     date of exercise) over (2) the base amount of the SAR as
     determined by the Committee as of the date of grant of the
     SAR (which, in the case of an SAR granted in tandem with an
     Option, shall be equal to the exercise price of the
     underlying Option).
     
        (ii)     Other Terms.  The Committee shall determine, at
     the time of grant or thereafter, the time or times at which
     an SAR may be exercised in whole or in part, the method of
     exercise, method of settlement, form of consideration
     payable in settlement, method by which Shares will be
     delivered or deemed to be delivered to Eligible Persons,
     whether or not an SAR shall be in tandem with any other
     Award, and any other terms and conditions of any SAR.
     Unless the Committee determines otherwise, an SAR (1)
     granted in tandem with an NQSO may be granted at the time of
     grant of the related NQSO or at any time thereafter and (2)
     granted in tandem with an ISO may only be granted at the
     time of grant of the related ISO.
     
          (d)  Restricted Shares.  The Committee is authorized to
     grant Restricted Shares to Eligible Persons on the following
     terms and conditions:

        (i) Issuance and Restrictions.  Restricted Shares shall be
     subject to such restrictions on transferability and other
     restrictions, if any, as the Committee may impose at the
     date of grant or thereafter, which restrictions may lapse
     separately or in combination at such times, under such
     circumstances (including, without limitation, upon
     achievement of performance criteria if deemed appropriate by
     the Committee), in such installments, or otherwise, as the
     Committee may determine.  Except to the extent restricted
     under the Award Agreement relating to the Restricted Shares,
     an Eligible Person granted Restricted Shares shall have all
     of the rights of a shareholder including, without
     limitation, the right to vote Restricted Shares and the
     right to receive dividends thereon.  The Committee must
     certify in writing prior to the lapse of restrictions
     conditioned on achievement of performance criteria that such
     performance criteria were in fact satisfied.
     
        (ii)     Forfeiture.  Except as otherwise determined by the
     Committee, at the date of grant or thereafter, upon
     termination of employment during the applicable restriction
     period, Restricted Shares and any accrued but unpaid
     dividends or Dividend Equivalents (and any accrued but
     unpaid interest or earnings equivalents thereon) that are at
     that time subject to restrictions shall be forfeited;
     provided, however, that the Committee may provide, by rule
     or regulation or in any Award Agreement, or may determine in
     any individual case, that restrictions or forfeiture
     conditions relating to Restricted Shares will be waived in
     whole or in part in the event of terminations resulting from
     specified causes, and the Committee may in other cases waive
     in whole or in part the forfeiture of Restricted Shares.
     
        (iii)    Certificates for Shares.  Restricted Shares
     granted under the Plan may be evidenced in such manner as
     the Committee shall determine.  If certificates representing
     Restricted Shares are registered in the name of the Eligible
     Person, such certificates shall bear an appropriate legend
     referring to the terms, conditions, and restrictions
     applicable to such Restricted Shares, and the Company shall
     retain physical possession of the certificate.
     
        (iv)     Dividends.  Dividends paid on Restricted Shares
     shall be either paid at the dividend payment date, or
     deferred (with or without the crediting of interest or
     earnings equivalents thereon as determined by the Committee)
     for payment to such date as determined by the Committee, in
     cash or in unrestricted Shares having a Fair Market Value
     equal to the amount of such dividends; provided, however,
     that any such dividends (and any interest or earnings
     equivalents credited thereon) shall be subject to forfeiture
     upon such conditions, if any, as the Committee may specify.
     Shares distributed in connection with a Share split or
     dividend in Shares, and other property distributed as a
     dividend, shall be subject to restrictions and a risk of
     forfeiture to the same extent as the Restricted Shares with
     respect to which such Shares or other property has been
     distributed.
     
          (e)  Restricted Share Units.  The Committee is authorized to
     grant Restricted Share Units to Eligible Persons, subject to
     the following terms and conditions:

        (i) Award and Restrictions.  Delivery of Shares or cash, as
     the case may be, will occur upon expiration of the deferral
     period specified for Restricted Share Units by the Committee
     (or, if permitted by the Committee, as elected by the
     Eligible Person).  In addition, Restricted Share Units shall
     be subject to such restrictions as the Committee may impose,
     if any (including, without limitation, the achievement of
     performance criteria if deemed appropriate by the
     Committee), at the date of grant or thereafter, which
     restrictions may lapse at the expiration of the deferral
     period or at earlier or later specified times, separately or
     in combination, in installments or otherwise, as the
     Committee may determine.  The Committee must certify in
     writing prior to the lapse of restrictions conditioned on
     the achievement of performance criteria that such
     performance criteria were in fact satisfied.
     
        (ii)     Forfeiture.  Except as otherwise determined by the
     Committee at date of grant or thereafter, upon termination
     of employment (as determined under criteria established by
     the Committee) during the applicable deferral period or
     portion thereof to which forfeiture conditions apply (as
     provided in the Award Agreement evidencing the Restricted
     Share Units), or upon failure to satisfy any other
     conditions precedent to the delivery of Shares or cash to
     which such Restricted Share Units relate, all Restricted
     Share Units that are at that time subject to deferral or
     restriction shall be forfeited; provided, however, that the
     Committee may provide, by rule or regulation or in any Award
     Agreement, or may determine in any individual case, that
     restrictions or forfeiture conditions relating to Restricted
     Share Units will be waived in whole or in part in the event
     of termination resulting from specified causes, and the
     Committee may in other cases waive in whole or in part the
     forfeiture of Restricted Share Units.
     
          (f)  Performance Shares and Performance Units.  The
     Committee is authorized to grant Performance Shares or
     Performance Units or both to Eligible Persons on the
     following terms and conditions:

        (i) Performance Period.  The Committee shall determine a
     performance period (the "Performance Period") of one or more
     years and shall determine the performance objectives for
     grants of Performance Shares and Performance Units.
     Performance objectives may vary from Eligible Person to
     Eligible Person and shall be based upon such performance
     criteria as the Committee may deem appropriate.  Performance
     Periods may overlap and Eligible Persons may participate
     simultaneously with respect to Performance Shares and
     Performance Units for which different Performance Periods
     are prescribed.
     
        (ii)     Award Value.  At the beginning of a Performance
     Period, the Committee shall determine for each Eligible
     Person or group of Eligible Persons with respect to that
     Performance Period the range of number of Shares, if any, in
     the case of Performance Shares, and the range of dollar
     values, if any, in the case of Performance Units, which may
     be fixed or may vary in accordance with such performance or
     other criteria specified by the Committee, which shall be
     paid to an Eligible Person as an Award if the relevant
     measure of Company performance for the Performance Period is
     met.
     
        (iii)    Significant Events.  If during the course of a
     Performance Period there shall occur significant events as
     determined by the Committee which the Committee expects to
     have a substantial effect on a performance objective during
     such period, the Committee may revise such objective;
     provided, however, that, in the case of an Award which is
     intended to qualify as "performance-based compensation"
     within the meaning of Section 162(m)(4)(C) of the Code, such
     authority shall be subject to Section 3(d) hereof.
     
        (iv)     Forfeiture.  Except as otherwise determined by the
     Committee, at the date of grant or thereafter, upon
     termination of employment during the applicable Performance
     Period, Performance Shares and Performance Units for which
     the Performance Period was prescribed shall be forfeited;
     provided, however, that the Committee may provide, by rule
     or regulation or in any Award Agreement, or may determine in
     an individual case, that restrictions or forfeiture
     conditions relating to Performance Shares and Performance
     Units will be waived in whole or in part in the event of
     terminations resulting from specified causes, and the
     Committee may in other cases waive in whole or in part the
     forfeiture of Performance Shares and Performance Units.
     
        (v) Payment.  Each Performance Share or Performance Unit
     may be paid in whole Shares, or cash, or a combination of
     Shares and cash either as a lump sum payment or in
     installments, all as the Committee shall determine, at the
     time of grant of the Performance Share or Performance Unit
     or otherwise, commencing as soon as practicable after the
     end of the relevant Performance Period.  The Committee must
     certify in writing prior to the payment of any Performance
     Share or Performance Unit that the performance objectives
     and any other material terms were in fact satisfied.
     
          (g)  Dividend Equivalents.  The Committee is authorized to
 grant Dividend Equivalents to Eligible Persons.  The
Committee may provide, at the date of grant or thereafter,
that Dividend Equivalents shall be paid or distributed when
accrued or shall be deemed to have been reinvested in
additional Shares, or other investment vehicles as the
Committee may specify, provided that Dividend Equivalents
(other than freestanding Dividend Equivalents) shall be
subject to all conditions and restrictions of the underlying
Awards to which they relate.

          (h)  Other Share-Based Awards.  The Committee is authorized,
subject to limitations under applicable law, to grant to
Eligible Persons such other Awards that may be denominated
or payable in, valued in whole or in part by reference to,
or otherwise based on, or related to, Shares, as deemed by
the Committee to be consistent with the purposes of the
Plan, including, without limitation, unrestricted shares
awarded purely as a "bonus" and not subject to any
restrictions or conditions, other rights convertible or
exchangeable into Shares, purchase rights for Shares, Awards
with value and payment contingent upon performance of the
Company or any other factors designated by the Committee,
and Awards valued by reference to the performance of
specified Subsidiaries or Affiliates.  The Committee shall
determine the terms and conditions of such Awards at date of
grant or thereafter.  Shares delivered pursuant to an Award
in the nature of a purchase right granted under this Section
5(h) shall be purchased for such consideration, paid for at
such times, by such methods, and in such forms, including,
without limitation, cash, Shares, notes or other property,
as the Committee shall determine.  Cash awards, as an
element of or supplement to any other Award under the Plan,
shall also be authorized pursuant to this Section 5(h).

          6.   Certain Provisions Applicable to Awards.
          
          (a)  Stand-Alone, Additional, Tandem and Substitute Awards.
Awards granted under the Plan may, in the discretion of the
Committee, be granted to Eligible Persons either alone or in
addition to, in tandem with, or in exchange or substitution
for, any other Award granted under the Plan or any award
granted under any other plan or agreement of the Company,
any Subsidiary or Affiliate, or any business entity to be
acquired by the Company or a Subsidiary or Affiliate, or any
other right of an Eligible Person to receive payment from
the Company or any Subsidiary or Affiliate.  Awards may be
granted in addition to or in tandem with such other Awards
or awards, and may be granted either as of the same time as
or a different time from the grant of such other Awards or
awards.  The per Share exercise price of any Option, grant
price of any SAR, or purchase price of any other Award
conferring a right to purchase Shares which is granted, in
connection with the substitution of awards granted under any
other plan or agreement of the Company or any Subsidiary or
Affiliate or any business entity to be acquired by the
Company or any Subsidiary or Affiliate, shall be determined
by the Committee, in its discretion.

          (b)  Terms of Awards.  The term of each Award granted to an
Eligible Person shall be for such period as may be
determined by the Committee; provided, however, that in no
event shall the term of any ISO or an SAR granted in tandem
therewith exceed a period of ten years from the date of its
grant (or such shorter period as may be applicable under
Section 422 of the Code).

          (c)  Form of Payment Under Awards.  Subject to the terms of
the Plan and any applicable Award Agreement, payments to be
made by the Company or a Subsidiary or Affiliate upon the
grant, maturation, or exercise of an Award may be made in
such forms as the Committee shall determine at the date of
grant or thereafter, including, without limitation, cash,
Shares, or other property, and may be made in a single
payment or transfer, in installments, or on a deferred
basis.  The Committee may make rules relating to installment
or deferred payments with respect to Awards, including the
rate of interest or earnings equivalents to be credited with
respect to such payments.

          (d)  Nontransferability.  Unless otherwise set forth by the
Committee in an Award Agreement, Awards (except for vested
shares) shall not be transferable by an Eligible Person
except by will or the laws of descent and distribution
(except pursuant to a Beneficiary designation) and shall be
exercisable during the lifetime of an Eligible Person only
by such Eligible Person or his or her guardian or legal
representative.  An Eligible Person's rights under the Plan
may not be pledged, mortgaged, hypothecated, or otherwise
encumbered, and shall not be subject to claims of the
Eligible Person's creditors.

          7.   Change of Control Provisions.
          
          (a)  Acceleration of Exercisability and Lapse of
Restrictions.  In the event of a Change of Control, the
following acceleration provisions shall apply unless
otherwise provided by the Committee at the time of the Award
grant:

       All outstanding Awards pursuant to which the
     Participant may have rights the exercise of which is
     restricted or limited, shall become fully exercisable
     at the time of the Change of Control.  Unless the right
     to lapse of restrictions or limitations is waived or
     deferred by a Participant prior to such lapse, all
     restrictions or limitations (including risks of
     forfeiture and deferrals) on outstanding Awards subject
     to restrictions or limitations under the Plan shall
     lapse, and all performance criteria and other
     conditions to payment of Awards under which payments of
     cash, Shares or other property are subject to
     conditions shall be deemed to be achieved or fulfilled
     and shall be waived by the Company at the time of the
     Change of Control.
     
          (b)  Definitions of Certain Terms.  For purposes of this
Section 7, the following definitions, in addition to those
set forth in Section 2, shall apply:

        (i) "Change of Control" means and shall be deemed to have
     occurred if:
     
             (a)  any person (within the meaning of the Exchange Act),
          other than the Company, a Related Party or Tengelmann
          Warenhandelsgesellschaft, is or becomes the "beneficial
          owner" (as defined in Rule 13d-3 under the Exchange Act),
          directly or indirectly, of Voting Securities representing
          40 percent or more of the total voting power of all the then-
          outstanding Voting Securities; or
          
             (b)  the individuals who, as of the effective date of the
          Plan, constitute the Board, together with those who first
          become directors subsequent to such date and whose
          recommendation, election or nomination for election to the
          Board was approved by a vote of at least a majority of the
          directors then still in office who either were directors as
          of the effective date of the Plan or whose recommendation,
          election or nomination for election was previously so
          approved (the "Continuing Directors"), cease for any reason
          to constitute a majority of the members of the Board; or
          
             (c)  the stockholders of the Company approve a merger,
          consolidation, recapitalization or reorganization of the
          Company or a Subsidiary, reverse split of any class of
          Voting Securities, or an acquisition of securities or assets
          by the Company or a Subsidiary, or consummation of any such
          transaction if stockholder approval is not obtained, other
          than (I) any such transaction in which the holders of
          outstanding Voting Securities immediately prior to the
          transaction receive (or, in the case of a transaction
          involving a Subsidiary and not the Company, retain), with
          respect to such Voting Securities, voting securities of the
          surviving or transferee entity representing more than 60
          percent of the total voting power outstanding immediately
          after such transaction, with the voting power of each such
          continuing holder relative to other such continuing holders
          not substantially altered in the transaction, or (II) any
          such transaction which would result in a Related Party
          beneficially owning more than 50 percent of the voting
          securities of the surviving entity outstanding immediately
          after such transaction; or
          

             (d)  the stockholders of the Company approve a plan of
          complete liquidation of the Company or an agreement for the
          sale or disposition by the Company of all or substantially
          all of the Company's assets other than any such transaction
          which would result in a Related Party owning or acquiring
          more than 50 percent of the assets owned by the Company
          immediately prior to the transaction.
          
        (ii)     "Related Party" means (a) a majority-owned
     subsidiary of the Company; (b) an employee or group of
     employees of the Company or any majority-owned subsidiary of
     the Company; (c) a trustee or other fiduciary holding
     securities under an employee benefit plan of the Company or
     any majority-owned subsidiary of the Company; or (d) a
     corporation owned directly or indirectly by the stockholders
     of the Company in substantially the same proportion as their
     ownership of Voting Securities.
     
        (iii)    "Voting Securities" means any securities of the
     Company which carry the right to vote generally in the
     election of directors.
     
          8.   General Provisions.
          
          (a)  Compliance with Legal and Trading Requirements.  The
Plan, the granting and exercising of Awards thereunder, and
the other obligations of the Company under the Plan and any
Award Agreement, shall be subject to all applicable federal
and state laws, rules and regulations, and to such approvals
by any regulatory or governmental agency as may be required.
The Company, in its discretion, may postpone the issuance or
delivery of Shares under any Award until completion of such
stock exchange or market system listing or registration or
qualification of such Shares or other required action under
any state or federal law, rule or regulation as the Company
may consider appropriate, and may require any Participant to
make such representations and furnish such information as it
may consider appropriate in connection with the issuance or
delivery of Shares in compliance with applicable laws, rules
and regulations.  No provisions of the Plan shall be
interpreted or construed to obligate the Company to register
any Shares under federal or state law.

          (b)  No Right to Continued Employment or Service.  Neither
the Plan nor any action taken thereunder shall be construed
as giving any employee or director the right to be retained
in the employ or service of the Company or any of its
Subsidiaries or Affiliates, nor shall it interfere in any
way with the right of the Company or any of its Subsidiaries
or Affiliates to terminate any employee's or director's
employment or service at any time.

          (c)  Taxes.  The Company or any Subsidiary or Affiliate is
authorized to withhold from any Award granted, any payment
relating to an Award under the Plan, including from a
distribution of Shares, or any payroll or other payment to
an Eligible Person, amounts of withholding and other taxes
due in connection with any transaction involving an Award,
and to take such other action as the Committee may deem
advisable to enable the Company and Eligible Persons to
satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Award.  This authority
shall include authority to withhold or receive Shares or
other property and to make cash payments in respect thereof
in satisfaction of an Eligible Person's tax obligations.

          (d)  Changes to the Plan and Awards.  The Board may amend,
alter, suspend, discontinue, or terminate the Plan or the
Committee's authority to grant Awards under the Plan without
the consent of shareholders of the Company or Participants,
except that any such amendment, alteration, suspension,
discontinuation, or termination shall be subject to the
approval of the Company's shareholders to the extent such
shareholder approval is required under Section 422 of the
Code; provided, however, that, without the consent of an
affected Participant, no amendment, alteration, suspension,
discontinuation, or termination of the Plan may materially
and adversely affect the rights of such Participant under
any Award theretofore granted to him or her.  The Committee
may waive any conditions or rights under, amend any terms
of, or amend, alter, suspend, discontinue or terminate, any
Award theretofore granted, prospectively or retrospectively;
provided, however, that, without the consent of a
Participant, no amendment, alteration, suspension,
discontinuation or termination of any Award may materially
and adversely affect the rights of such Participant under
any Award theretofore granted to him or her.

          (e)  No Rights to Awards; No Shareholder Rights.  No
Eligible Person or employee shall have any claim to be
granted any Award under the Plan, and there is no obligation
for uniformity of treatment of Eligible Persons and
employees.  No Award shall confer on any Eligible Person any
of the rights of a shareholder of the Company unless and
until Shares are duly issued or transferred to the Eligible
Person in accordance with the terms of the Award.

          (f)  Unfunded Status of Awards.  The Plan is intended to
constitute an "unfunded" plan for incentive compensation.
With respect to any payments not yet made to a Participant
pursuant to an Award, nothing contained in the Plan or any
Award shall give any such Participant any rights that are
greater than those of a general creditor of the Company;
provided, however, that the Committee may authorize the
creation of trusts or make other arrangements to meet the
Company's obligations under the Plan to deliver cash,
Shares, other Awards, or other property pursuant to any
Award, which trusts or other arrangements shall be
consistent with the "unfunded" status of the Plan unless the
Committee otherwise determines with the consent of each
affected Participant.

          (g)  Nonexclusivity of the Plan.  Neither the adoption of
the Plan by the Board nor its submission to the shareholders
of the Company for approval shall be construed as creating
any limitations on the power of the Board to adopt such
other incentive arrangements as it may deem desirable,
including, without limitation, the granting of options and
other awards otherwise than under the Plan, and such
arrangements may be either applicable generally or only in
specific cases.

          (h)  Not Compensation for Benefit Plans.  No Award payable
under this Plan shall be deemed salary or compensation for
the purpose of computing benefits under any benefit plan or
other arrangement of the Company for the benefit of its
employees or directors unless the Company shall determine
otherwise.

          (i)  No Fractional Shares.  No fractional Shares shall be
issued or delivered pursuant to the Plan or any Award.  The
Committee shall determine whether cash, other Awards, or
other property shall be issued or paid in lieu of such
fractional Shares or whether such fractional Shares or any
rights thereto shall be forfeited or otherwise eliminated.

          (j)  Governing Law.  The validity, construction, and effect
of the Plan, any rules and regulations relating to the Plan,
and any Award Agreement shall be determined in accordance
with the laws of New Jersey without giving effect to
principles of conflict of laws.

          (k)  Effective Date; Plan Termination.  The Plan shall
become effective as of July 14, 1998 (the "Effective Date"),
subject to approval by the vote of the holders of a majority
of the shares of stock of the Company present or represented
at the annual meeting of stockholders to be held in July
1999.  Awards may be made prior to such approval by
stockholders, but each such Award shall be subject to the
approval of this Plan by the stockholders, and if this Plan
shall not be so approved, all Awards granted under this Plan
shall be of no effect.  The Plan shall terminate as to
future awards on the date which is ten (10) years after the
Effective Date.

          (l)  Relationship to 1998 Restricted Stock Plan.  This Plan
constitutes an amendment and restatement of The Great
Atlantic & Pacific Tea Company, Inc. 1998 Restricted Stock
Plan (the "Restricted Stock Plan") effective as of July 14,
1998, the date of inception of the Restricted Stock Plan.
Any awards of shares of Restricted Stock made under the
Restricted Stock Plan shall be deemed to be Awards of
Restricted Shares under this Plan and shall be subject to
all the terms and conditions of this Plan.

          (m)  Titles and Headings.  The titles and headings of the
sections in the Plan are for convenience of reference only.
In the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control.