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




FORM 10-K




(Mark One)


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



For the fiscal year ended February 28,
2009




OR


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



For the transition period from __________ to__________




Commission file number 1-4141




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


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

|Title of each class                                               |  |  |  | Name of each exchange on which
registered
|----------------------------------------------------------------- |  |  |  | -----------------------------------------
|Common
Stock$1 par value                                         |  |  |  | New York Stock
Exchange                  
|5.125%
Convertible Senior Notes, due June 15, 2011                |  |  |  | New York Stock
Exchange                  
|6.750%
Convertible Senior Notes, due December 15, 2012            |  |  |  | New York Stock
Exchange                  
|9.125% Senior
Notes, due December 15, 2011                        |  |  |  | New York Stock
Exchange                  
|9.375% Notes,
due August 1, 2039                                  |  |  |  | New York Stock
Exchange                  
|                                                                 
|Securities registered pursuant to Section 12 (g) of the Act: None
|___________________________                                      



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




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




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




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




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




Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):




Large accelerated
filer Accelerated filerX Non-accelerated
filer Smaller reporting company




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




The aggregate market value of the
voting stock held by non-affiliates of the Registrant as of the close of business on September 6, 2008, the registrants most recently completed
second fiscal quarter, was $451,554,924.




The number of shares of common stock
outstanding as of the close of business on May 8, 2009 was 57,771,720.




DOCUMENTS INCORPORATED BY REFERENCE




The information required by Part I,
Items 1 and 3, and Part II, Items 5, 6, 7, 7A, 8 and 9A are incorporated by reference from the Registrants Fiscal 2008 Annual Report to
Stockholders. The information required by Part III, Items 10, 11, 12, 13, and 14 are incorporated by reference from the Registrants Proxy
Statement for the 2008 Annual Meeting of Stockholders.




1


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PART I




ITEM 1  Business




General




The Great Atlantic & Pacific Tea
Company, Inc. (A&P, we, our, us or our Company) is engaged in the retail food business.
We operated 436 stores averaging approximately 42,200 square feet per store as of February 28, 2009.




Operating under the trade names
A&P®, Super Fresh®, Waldbaums, Super Foodmart, Food Basics®, The Food Emporium®, Best Cellars®, Pathmark®
and Pathmark Sav-a-Center®, we sell groceries, meats, fresh produce and other items commonly offered in supermarkets. In addition, many stores
have bakery, delicatessen, pharmacy, floral, fresh fish and cheese departments and on-site banking. National, regional and local brands are sold as
well as private label merchandise. In support of our retail operations, we sell other private label products in our stores under other brand names of
our Company which include without limitation, Americas Choice®, Master Choice®, and Health Pride®.




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




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




Modernization of Facilities




During fiscal 2008, we expended
approximately $116.0 million for capital projects, which included 1 new liquor store, 2 liquor store remodels, 1 Gourmet store remodel, 16 major
remodels, 1 major enlargement, 2 conversions, 7 Pathmark Price-Impact remodels and 3 Starbucks remodels. Our planned capital expenditures for fiscal
2009 are approximately $100 million, which relate primarily to enlarging or remodeling supermarkets, and converting supermarkets to more optimal
formats.




2


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Sources of Supply




Our Company currently acquires a
majority of our saleable inventory from one supplier, C&S Wholesale Grocers, Inc. Although there are a limited number of distributors that can
supply our stores, we believe that other suppliers could provide similar product on comparable terms.




On March 7, 2008, our Company entered
into a definitive agreement with C&S Wholesale Grocers, Inc. (C&S) whereby C&S will provide warehousing, logistics, procurement
and purchasing services (the Services) in support of the Companys entire supply chain. This agreement replaces and supersedes three
(3) separate wholesale supply agreements under which the parties have been operating. The term of the agreement is ten and one-half (10-1/2) years,
which included a six-month ramp-up period during which the parties transitioned to the new contractual terms and conditions. The agreement
provides that the actual costs of performing the services shall be reimbursed to C&S on an open-book or cost-plus basis,
whereby the parties will negotiate annual budgets that will be reconciled against actual costs on a periodic basis. The parties will also annually
negotiate services specifications and performance standards that will govern warehouse operations. The agreement defines the parties respective
responsibilities for the procurement and purchase of merchandise intended for use or resale at the Companys stores, as well as the parties
respective remuneration for warehousing and procurement/purchasing activities. In consideration for the services it provides under the agreement,
C&S will be paid an annual fee and will have incentive income opportunities based upon A&Ps cost savings and increases in retail sales
volume.




On September 27, 2008, our Company
agreed to sell C&S all general merchandise, health beauty and cosmetics, seasonal grocery and other such merchandise warehoused at our distribution
center located in Edison, New Jersey. The cost of this inventory was approximately $29.9 million and we have repurchased all of the inventory at the
end of our third quarter of fiscal 2008.




Licenses and Trademarks




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




Employees




As of February 28, 2009, we had
approximately 48,000 employees, of which 68% were employed on a part-time basis. Approximately 92% of our employees are covered by union contracts. Our
Company considers its present relations with employees to be satisfactory.




Competition




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




3


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Segment Information




The segment information required is
contained under the caption Note 18  Segments in the Fiscal 2008 Annual Report to Stockholders (Annual Report) and is
herein incorporated by reference.




ITEM 1A  Risk Factors




The Risk Factors required are disclosed
in the Fiscal 2008 Annual Report to Stockholders and are herein incorporated by reference.




ITEM 1B  Unresolved Staff Comments




None.




4


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ITEM 2  Properties




At February 28, 2009, we owned 57
properties consisting of the following:


|Stores,
Not Including Stores in Owned Shopping Centers |  |  |  |  |    | 
|------------------------------------------------------ |  |  |  |  | -- | 
|Land and
building owned                                |  |  |  |  | 14 | 
|Building
owned and land leased                         |  |  |  |  | 22 | 
|Total
stores                                           |  |  |  |  | 36 | 
|                                                      
|Shopping
Centers                                       |  |  |  |  |    | 
|Land and
building owned                                |  |  |  |  | 6  | 
|Building
owned and land leased                         |  |  |  |  | 1  | 
|Total
shopping centers                                 |  |  |  |  | 7  | 
|Administrative and Other Properties                    |  |  |  |  |    | 
|Land and
building owned                                |  |  |  |  | 6  | 
|Undeveloped
land                                       |  |  |  |  | 8  | 
|Total other
properties                                 |  |  |  |  | 14 | 
|Total
Properties                                       |  |  |  |  | 57 | 



None of the properties listed above are
subject to material encumbrances.




At February 28, 2009, we operated 436
retail stores. These stores are geographically located as follows:


|Company
Stores:         |  |  |  |  |     | 
|----------------------- |  |  |  |  | --- | 
|New
England States:     |  |  |  |  |     | 
|Connecticut             |  |  |  |  | 24  | 
|Massachusetts           |  |  |  |  | 1   | 
|Total                   |  |  |  |  | 25  | 
|                       
|Middle
Atlantic States: |  |  |  |  |     | 
|District of
Columbia    |  |  |  |  | 2   | 
|Delaware                |  |  |  |  | 12  | 
|Maryland                |  |  |  |  | 27  | 
|New
Jersey              |  |  |  |  | 154 | 
|New
York                |  |  |  |  | 172 | 
|Pennsylvania            |  |  |  |  | 43  | 
|Virginia                |  |  |  |  | 1   | 
|Total                   |  |  |  |  | 411 | 
|                       
|Total
Stores            |  |  |  |  | 436 | 



The total area of all of our operated
retail stores is 18.4 million square feet averaging approximately 42,200 square feet per store. Excluding liquor and The Food Emporium® stores, which
are generally smaller in size, the average store size is approximately 45,300 square feet. We opened a 6,000 square foot liquor store during fiscal
2008 with a selling area of approximately 42% of the total square footage. The stores built over the past several years and those planned for fiscal
2009 and thereafter, generally range in size from 40,000 to 60,000 square feet. The selling area of new stores is normally approximately 75% of the
total square footage.




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




5


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ITEM 3  Legal Proceedings




The information required is contained
under the caption Note 21  Commitments and Contingencies in the Fiscal 2008 Annual Report to Stockholders and is herein incorporated
by reference.




ITEM 4  Submission of Matters to a Vote of Security
Holders




There were no matters submitted to a
vote of security holders during the fourth quarter of fiscal 2008.




ITEM 4A  Executive Officers of the
Registrant




The executive officers of our Company
are as follows:


|Name             |  |  |  | Age |  | Current Position                                                                   
|---------------- |  |  |  | --- |  | -----------------------------------------------------------------------------------
|Christian
Haub   |  |  |  | 45  |  | Executive
Chairman                                                                 
|Eric
Claus       |  |  |  | 52  |  | President and
Chief Executive Officer                                              
|Brenda
Galgano   |  |  |  | 40  |  | Senior Vice
President, Chief Financial Officer                                     
|Andreas
Guldin   |  |  |  | 47  |  | Executive
Managing Director, Strategy & Development                                
|Jennifer
MacLeod |  |  |  | 48  |  | Senior Vice
President, Marketing and Communications                                
|Rebecca
Philbert |  |  |  | 47  |  | Senior Vice
President, Merchandising & Supply & Logistics                          
|Allan
Richards   |  |  |  | 45  |  | Senior Vice
President, Human Resources, Labor Relations, Legal Services & Secretary
|Paul
Wiseman     |  |  |  | 48  |  | Senior Vice
President, Store Operations                                            
|William
Moss     |  |  |  | 61  |  | Vice President
and Treasurer                                                       
|Melissa
Sungela  |  |  |  | 43  |  | Vice President
and Corporate Controller                                            



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




Mr. Claus was appointed President &
Chief Executive Officer in August 2005. Mr. Claus previously served as President & Chief Executive Officer, Canadian Company from November 2002 to
August 2005. Prior to joining our Company, Mr. Claus served as Chief Executive Officer of Co-Op Atlantic, between February 1997 and November
2002.




6


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




Mr. Guldin was appointed Executive
Managing Director, Strategy & Development on May 1, 2007 and was elected to the Board of Directors effective May 1, 2007. Prior to that he was
Senior Executive Vice President (Corporate Finance) and Co-CFO of Tengelmann Warenhandelsgesellschaft KG. Prior to joining Tengelmann, Mr. Guldin
served as a member of the Executive Management Team and Chief Financial Officer at E. Breuninger GmbH & Co. (Germany), the most prestigious
department store and fashion retailer in Germany. Before that he worked for several years as a business and strategy consultant as a Senior Consultant
and Project Leader at PA Consulting and CSC Index, Germany.




Ms. MacLeod was appointed Senior Vice
President of Marketing and Communications in November 2005. Prior to joining our Company, Ms. MacLeod served as Vice President of Marketing and Public
Relations from 1998 to November 2005 for Co-op Atlantic, an operator based in New Brunswick, Canada.




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




Mr. Richards was appointed Senior Vice
President, Human Resources, Labor Relations & Legal Services in September 2005 and in October 2005 was additionally appointed the Companys
Secretary. Prior to that Mr. Richards served as Senior Vice President, Labor Relations & Human Resources from July 2004 to September 2005 and as
Senior Vice President, Labor Relations from March 2004 to July 2004. Prior to joining our Company Mr. Richards served as a consultant with MGS
Consulting, Inc. from July 2003 to July 2004; and prior to that as Director of Labor Relations and Employment Law for Fleming Companies, Inc. from June
2000 to July 2003.




Mr. Wiseman was appointed Senior Vice
President, Store Operations in September 2005. Prior to that Mr. Wiseman was Senior Vice President, Discount Operations, A&P Canada from 2004 to
September 2005 and prior to that served as District Manager/Vice President Retail Operations from 1999 to 2004 for Co-op Atlantic, an operator based in
New Brunswick, Canada.




Mr. Moss was appointed Vice President
and Treasurer in February 2002. Prior to that Mr. Moss was Vice President, Treasury Services and Risk Management from 1992 to February
2002.




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




7


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PART II




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




The information required is contained
under the captions Summary of Quarterly Results, Five Year Summary of Selected Financial Data, and Stockholder
Information in the Fiscal 2008 Annual Report to Stockholders and is herein incorporated by reference.




Although our Company declared and paid
a special one-time dividend to our shareholders of record on April 17, 2006 equal to $7.25 per share in April 2006, our Companys policy is to not
pay dividends. As such, we have not made dividend payments in the previous three years and do not intend to pay dividends in the normal course of
business in fiscal 2008. The terms of our Revolving Credit Agreement restrict the Companys ability to pay cash dividends on common
shares.




There have been no repurchases of our
Company stock in fiscal 2008.




As of May 8, 2009, there were
approximately 5,667 stockholders of record of our common stock.




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


|                                                       |  |  |  | As of February 28, 2009 |           
|------------------------------------------------------ |  |  |  | ----------------------- | ----------
|
|Plan
Category                                          |  |  |  |                         |           
|1994 Stock
Option Plan for officers and key employees* |  |  |  |                         | 58,464    
|1994 Stock
Option Plan for Board of Directors**        |  |  |  |                         | 20,285    
|1998 Long
Term Incentive and Share Award Plan***       |  |  |  |                         | 2,566,477 
|2008 Long
Term Incentive and Share Award Plan          |  |  |  |                         |          
|Pathmark
Rollover Options                              |  |  |  |                         | 722,245   
|Series B
Warrants                                      |  |  |  |                         | 6,965,858 
|Pathmark 2000
Warrants                                 |  |  |  |                         | 5,294,118 
|Total
Outstanding as of February 28, 2009              |  |  |  |                         | 15,627,447

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

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

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



8


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Stock Performance Graph




The following performance graph
compares the five-year cumulative total stockholder return (assuming reinvestment of dividends) of the Companys Common Stock to the Standard
& Poors 500 Index and the Companys Peer Group which consists of the Company, Supervalu Inc., Safeway, Inc. and The Kroger Co. The
Peer Group for the purposes of the Stock Performance Graph is a subset of, and should not be confused for, the peer group list of companies
used to benchmark executive compensation as discussed in the Proxy Statement for the Companys 2008 Annual Meeting of Shareholders (Proxy
Statement). The performance graph assumes $100 is invested in the Companys Common Stock, the Standard & Poors 500 Index and the
Companys Peer Group on February 27, 2004, and that dividends paid during the period were reinvested to purchase additional shares.




(Company fiscal year ends the last
Saturday in February)


|Last Business Day of Fiscal Year |  |  |  | S&P 500 |  | A&P |  | Peer Group
|-------------------------------- |  |  |  | ------- |  | --- |  | ----------
|                                 |  |  |  | $       |  | $   |  | $         
|02/27/04                         |  |  |  | 100     |  | 100 |  | 100       
|02/25/05                         |  |  |  | 106     |  | 145 |  | 108       
|02/24/06                         |  |  |  | 113     |  | 407 |  | 184       
|02/23/07                         |  |  |  | 127     |  | 482 |  | 228       
|02/22/08                         |  |  |  | 118     |  | 431 |  | 202       
|02/28/09                         |  |  |  | 64      |  | 63  |  | 70        
|                                



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




9


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ITEM 6  Selected Financial Data




The information required is contained
under the caption Five Year Summary of Selected Financial Data in the Fiscal 2008 Annual Report to Stockholders and is herein incorporated
by reference.




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




The information required is contained
under the caption Managements Discussion and Analysis in the Fiscal 2008 Annual Report to Stockholders and is herein incorporated by
reference.




ITEM 7A  Quantitative and Qualitative Disclosures About
Market Risk




The information required is contained
in the section Market Risk under the caption Managements Discussion and Analysis in the Fiscal 2008 Annual Report to
Stockholders and is herein incorporated by reference.




ITEM 8  Financial Statements and Supplementary
Data


|(a) |  | Financial Statements: The financial statements required to be
filed herein are described in Part IV, Item 15 of this report and are incorporated herein by reference to the Annual Report. Except for the sections
included herein by reference, our Fiscal 2008 Annual Report to Stockholders is not deemed to be filed as part of this report.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Supplementary Data: The information required is contained under
the caption Summary of Quarterly Results (Unaudited) in the Fiscal 2008 Annual Report to Stockholders and is herein incorporated by
reference.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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




There were no changes in or
disagreements with accountants on accounting and financial disclosure during the fiscal year ended February 28, 2009.




ITEM 9A  Controls and Procedures




Evaluation of Disclosure Controls and
Procedures




We have established and maintain
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to
be disclosed in our Companys Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the
SECs rules and forms, and that such information is accumulated and communicated to our Companys management, including our President and
Chief Executive Officer, and Senior Vice President, Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.




10


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




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




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




Management of The Great Atlantic
and Pacific Tea Company, Inc. has prepared an annual report on internal control over financial reporting (as such item is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act). Managements report is included in our Companys Fiscal 2008 Annual Report to Stockholders and is
herein incorporated by reference in this Annual Report on Form 10-K.




Changes in Internal Control over Financial
Reporting




There has been no change
during our Companys fiscal quarter ended February 28, 2009 in our Companys internal control over financial reporting (as such item is
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our
Companys internal control over financial reporting.




11


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ITEM 9B  Other Information




None




PART III




ITEM 10  Directors, Executive Officers and Corporate
Governance




Disclosures of delinquent filers
pursuant to Item 405 of Regulation S-K are incorporated herein by reference to the Proxy Statement.




Code of Business Conduct and Ethics




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




Additional information required
by our directors is contained under the caption Election of Directors in the Proxy Statement and is incorporated herein by
reference.




ITEM 11  Executive Compensation




The information required regarding our
directors, executive compensation and our beneficial ownership reporting compliance is contained under the captions, Executive Compensation
and Section 16(a) Beneficial Ownership Reporting Compliance, respectively, in the Proxy Statement, to be filed on or before May 30, 2009,
and is herein incorporated by reference.




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




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




12


---





ITEM 13  Certain Relationships and Related Transactions
and Director Independence




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




ITEM 14  Principal Accounting Fees and
Services




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




PART IV




ITEM 15  Exhibits and Financial Statement
Schedules




(a) Documents filed as part of this
report:


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



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


|2) |  | Financial Statement Schedule:
|-- |  | -----------------------------



Schedule
II                    Valuation and Qualifying
Accounts and Reserves




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




3)  Exhibits:




The following are filed as Exhibits to
this Report:


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



13


---



|3.1 |  |  |  | Articles of
Incorporation of The Great Atlantic & Pacific Tea Company, Inc., as amended through July 1987 (incorporated herein by reference to Exhibit 3(a) to
Form 10-K filed on May 27, 1988)                                                                                                              
|--- |  |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2 |  |  |  | By-Laws of The
Great Atlantic & Pacific Tea Company, Inc., as amended and restated through October 6, 2005 (incorporated herein by reference to Exhibit 3.1 to
Form 8-K filed on October 11, 2005)                                                                                                           
|4.1 |  |  |  | Indenture, dated
as of January 1, 1991, between the Company and JPMorgan Chase Bank (formerly The Chase Manhattan Bank as successor by merger to Manufacturers Hanover
Trust Company), as trustee (the Indenture) (incorporated herein by reference to Exhibit 4.1 to Form 8-K, filed on January 1,
1991)  
|4.3 |  |  |  | Second
Supplemental Indenture, dated as of December 20, 2001, to the Indenture between the Company and JPMorgan Chase Bank, relating to the 9 1/8% Senior
Notes due 2011 (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on December 20, 2001)                                            
|4.4 |  |  |  | Successor Bond
Trustee (incorporated herein by reference to Exhibit 4.4 to Form 10-K filed on May 9, 2003)                                                                                                                                                                                                   
|4.5 |  |  |  | Third
Supplemental Indenture, dated as of August 23, 2005, to the Indenture between the Company and Wilmington Trust Company (as successor to JPMorgan Chase
Bank) (incorporated herein by reference to Exhibit 4.1 to Form 8-K filed on August 23, 2005)                                                    
|4.6 |  |  |  | Fourth
Supplemental Indenture, dated as of August 23, 2005, to the Indenture between the Company and Wilmington Trust Company (as successor to JPMorgan Chase
Bank) (incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on August 23, 2005)                                                   
|4.7 |  |  |  | Indenture, dated
as of December 18, 2007, among The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company, as Trustee (incorporated herein by
reference to Exhibit 4.1 to Form 8-K filed on December 17, 2007)                                                                             
|4.8 |  |  |  | First
Supplemental Indenture, dated as of December 18, 2007, among The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company, as
Trustee, relating to the 5.125% Senior Convertible Notes due 2011 (incorporated herein by reference to Exhibit 4.2 to Form 8-K filed on December 17,
2007)



14


---



|4.9  |  |  |  | Second
Supplemental Indenture, dated as of December 18, 2007, among The Great Atlantic & Pacific Tea Company, Inc. and Wilmington Trust Company, as
Trustee, relating to the 6.75% Senior Convertible Notes due 2011 (incorporated herein by reference to Exhibit 4.4 to Form 8-K filed on December 17,
2007)                                   
|---- |  |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.10 |  |  |  | Form of Global
5.125% Senior Convertible Note due 2011 (incorporated herein by reference to Exhibit 4.3 to Form 8-K filed on December 17, 2007)                                                                                                                                                                                                 
|4.11 |  |  |  | Form of Global
6.75% Senior Convertible Note due 2012 (incorporated herein by reference to Exhibit 4.5 to Form 8-K filed on December 17, 2007)                                                                                                                                                                                                  
|10.1 |  |  |  | Executive
Employment Agreement, made and entered into as of the 15th day of August, 2005, by and
between the Company and Mr. Eric Claus (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on September 9, 2005) and a technical
amendment (incorporated herein by reference to Exhibit 10.1 to Form 10-K filed on May 9, 2006)
|10.2 |  |  |  | Employment
Agreement, made and entered into as of the 16th day of June, 2003, by and between the Company and Brenda Galgano (incorporated herein by reference to
Exhibit 10.9 to Form 10-Q filed on October 17, 2003)                                                                                                                           
|10.3 |  |  |  | Employment
Agreement, made and entered into as of the 14th day of May, 2001, by and between the
Company and John E. Metzger, as amended February 14, 2002 (Metzger Agreement) (incorporated herein by reference to Exhibit 10.13 to Form
10-K filed on July 5, 2002)                                                                          
|10.4 |  |  |  | Amendment to
Employment Agreement dated September 13, 2004, by and between the Company and John E. Metzger (incorporated herein by reference to Exhibit 10.11 to
Form 10-K filed on May 10, 2005)                                                                                                                                               
|10.5 |  |  |  | Employment
Agreement, made and entered into as of the 25th day of January, 2006, by and between the
Company and Jennifer MacLeod (incorporated herein by reference to Exhibit 10.13 to Form 10-K filed on May 9, 2006)                                                                                                                          
|10.6 |  |  |  | Employment
Agreement, made and entered into as of the 1st day of March, 2005, by and between the
Company and William J. Moss (incorporated herein by reference to Exhibit 10.13 to Form 10-K filed on May 10, 2005)                                                                                                                             
|10.7 |  |  |  | Employment
Agreement, made and entered into as of the 11th day of December, 2006, by and between the
Company and Rebecca Philbert (incorporated herein by reference to Exhibit 10.15 to Form 10-K filed on April 25, 2007)                                                                                                                      
|10.8 |  |  |  | Offer letter,
made as of the 21st day of November, 2006 and entered into as of the 11th day of December, 2006, by and between the Company and Rebecca Philbert, (incorporated herein
by reference to Exhibit 10.8 to Form 10-K filed on May 8, 2008)                                                                                            



15


---



|10.9  |  |  |  | Employment
Agreement, made and entered into as of the 4th day of January, 2006, by and between the
Company and Melissa E. Sungela (incorporated herein by reference to Exhibit 10.17 to Form 10-Q filed on January 6, 2006)
|----- |  |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10 |  |  |  | Employment
Agreement, made and entered into as of the 12th day of September, 2005, by and between the
Company and Paul Wiseman (incorporated herein by reference to Exhibit 10.17 to Form 10-Q filed on October 18, 2005)  
|10.11 |  |  |  | Employment
Agreement, made and entered into as of the 2nd day of December, 2004, by and between the
Company and Allan Richards (incorporated herein by reference to Exhibit 10.18 to Form 10-Q filed on October 18, 2005)  
|10.12 |  |  |  | Employment
Agreement, made and entered into as of the 2nd day of December, 2004, by and between the
Company and Stephen Slade (incorporated herein by reference to Exhibit 10.19 to Form 10-Q filed on October 18, 2005)   
|10.13 |  |  |  | Supplemental
Executive Retirement Plan effective as of September 1, 1997 (incorporated herein by reference to Exhibit 10.B to Form 10-K filed on May 27,
1998)                                                             
|10.14 |  |  |  | Supplemental
Retirement and Benefit Restoration Plan effective as of January 1, 2001 (incorporated herein by reference to Exhibit 10(j) to Form 10-K filed on May
23, 2001)                                                
|10.15 |  |  |  | 1994 Stock Option
Plan (incorporated herein by reference to Exhibit 10(e) to Form 10-K filed on May 24, 1995)                                                                                                              
|10.16 |  |  |  | 1998 Long Term
Incentive and Share Award Plan (incorporated herein by reference to Appendix B to the Proxy Statement dated May 25, 2006)                                                                                   
|10.17 |  |  |  | Form of Stock
Option Grant (incorporated herein by reference to Exhibit 10.20 to Form 10-K filed on May 10, 2005)                                                                                                          
|10.18 |  |  |  | Description of
2005 Turnaround Incentive Compensation Program (incorporated herein by reference to Exhibit 10.21 to Form 10-K filed on May 10, 2005)                                                                       
|10.19 |  |  |  | Form of
Restricted Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.22 to Form 10-K filed on May 10, 2005)                                                                                       
|10.20 |  |  |  | Description of
2006 Long Term Incentive Plan (incorporated herein by reference to Exhibit 10.28 to Form 10-Q filed on July 21, 2006)                                                                                       



16


---



|10.21 |  |  |  | Form of 2006
Restricted Share Unit Award Agreement (incorporated herein by reference to Exhibit 10.29 to Form 10-Q filed on July 21, 2006)                                                                                                                                                                                                                                                                                   
|----- |  |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.22 |  |  |  | 1994 Stock Option
Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10(f) to Form 10-K filed on May 24, 1995)                                                                                                                                                                                                                                                                                     
|10.23 |  |  |  | 2004 Non-Employee
Director Compensation effective as of July 14, 2004 (incorporated herein by reference to Appendix C to the Proxy Statement dated May 25,
2006)                                                                                                                                                                                                                                                             
|10.24 |  |  |  | Description of
Management Incentive Plan (incorporated herein by reference to Exhibit 10.30 to Form 10-K filed on May 9, 2006)                                                                                                                                                                                                                                                                                               
|10.25 |  |  |  | Asset Purchase
Agreement, dated as of June 27, 2005, by and between the Company, Ocean Logistics LLC and C&S Wholesale Grocers, Inc. (incorporated herein by
reference to Exhibit 10.38 to Form 10-Q/A filed on June 25, 2007)                                                                                                                                                                                               
|10.26 |  |  |  | Supply Agreement,
dated as of June 27, 2005, by and between the Company and C&S Wholesale Grocers, Inc. (incorporated herein by reference to Exhibit 10.39 to Form
10-Q/A filed on June 25, 2007)                                                                                                                                                                                                                            
|10.27 |  |  |  | Information
Technology Transition Services Agreement by and between The Great Atlantic and Pacific Tea Company, Limited (A&P Canada) and Metro,
Inc. entered into on August 15, 2005 (incorporated herein by reference to Exhibit 10.40 to Form 10-Q filed on October 18, 2005)                                                                                                                                            
|10.28 |  |  |  | Investor
Agreement by and between A&P Luxembourg S.a.r.l., a wholly owned subsidiary of the Company, and Metro, Inc. entered into on August 15, 2005
(incorporated herein by reference to Exhibit 10.41 to Form 10-Q filed on October 18, 2005)                                                                                                                                                                              
|10.29 |  |  |  | Commitment letter
dated as of March 4, 2007, by and between the Company and Pathmark Stores, Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on
March 6, 2007)                                                                                                                                                                                                                                      
|10.30 |  |  |  | Employment
Agreement, made and entered into as of the 1st day of May, 2007, by and between the Company
and Andreas Guldin (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on May 7, 2007)                                                                                                                                                                                                                
|10.31 |  |  |  | Credit Agreement
dated as of December 3, 2007 among The Great Atlantic & Pacific Tea Company, Inc., and the other Borrowers party thereto, as Borrowers and the
Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent and Banc of America Securities LLC as Lead Arranger
(incorporated herein by reference to Exhibit 10.1 to Form 8-K/A Amendment No. 2 filed on December 7, 2007)



17


---



|10.32 |  |  |  | Amended and
Restated Credit Agreement dated as of December 27, 2007, among The Great Atlantic & Pacific Tea Company, Inc., and the other Borrowers party
thereto, as Borrowers and the Lenders party thereto, and Bank of America, N.A., as Administrative Agent and Collateral Agent and Banc of America
Securities LLC as Lead Arranger (incorporated herein by reference to Exhibit 10.45 to Form 10-Q filed on January 8, 2008)
|----- |  |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.33 |  |  |  | Senior Secured
Bridge Credit Agreement, dated as of December 3, 2007, among The Great Atlantic & Pacific Tea Company, Inc., The Lenders from time to time party
thereto, Bank of America, N.A., as Administrative Agent, and Lehman Commercial Paper Inc., as Syndication Agent (incorporated herein by reference to
Exhibit 10.2 to Form 8-K/A Amendment No. 2 filed on December 7, 2007)                                         
|10.34 |  |  |  | Confirmation of
Issuer Warrant Transaction for 2011 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of
America, N.A. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on December 18, 2007)                                                                                                                                                              
|10.35 |  |  |  | Amendment to
Confirmation of Issuer Warrant Transaction (2011), dated as of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Bank of America, N.A. (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed on December 21, 2007)                                                                                                                                                   
|10.36 |  |  |  | Confirmation of
Issuer Warrant Transaction for 2012 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of
America, N.A. (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on December 18, 2007)                                                                                                                                                              
|10.37 |  |  |  | Amendment to
Confirmation of Issuer Warrant Transaction (2012), dated as of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Bank of America, N.A. (incorporated herein by reference to Exhibit 10.4 to Form 8-K filed on December 21, 2007)                                                                                                                                                   
|10.38 |  |  |  | Confirmation of
Issuer Warrant Transaction for 2011 Notes dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Lehman
Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed on December 18, 2007)                                                                                                                                                
|10.39 |  |  |  | Amendment to
Confirmation of Issuer Warrant Transaction (2011) dated as of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed on December 21, 2007)                                                                                                                                     



18


---



|10.40 |  |  |  | Confirmation of
Issuer Warrant Transaction for 2012 Notes dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Lehman
Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.4 to Form 8-K filed on December 18, 2007)           
|----- |  |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.41 |  |  |  | Amendment to
Confirmation of Issuer Warrant Transaction (2012) dated as of December 17, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed on December 21, 2007)
|10.42 |  |  |  | Confirmation of
Convertible Bond Hedge Transaction for 2011 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank
of America, N.A. (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed on December 18, 2007)                 
|10.43 |  |  |  | Confirmation of
Convertible Bond Hedge Transaction for 2012 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank
of America, N.A. (incorporated herein by reference to Exhibit 10.6 to Form 8-K filed on December 18, 2007)                 
|10.44 |  |  |  | Confirmation of
Convertible Bond Hedge Transaction for 2011 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.7 to Form 8-K filed on December 18, 2007)  
|10.45 |  |  |  | Confirmation of
Convertible Bond Hedge Transaction for 2012 Notes, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and
Lehman Brothers OTC Derivatives Inc. (incorporated herein by reference to Exhibit 10.8 to Form 8-K filed on December 18, 2007)  
|10.46 |  |  |  | Share Lending
Agreement, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A. (incorporated herein by
reference to Exhibit 10.9 to Form 8-K filed on December 18, 2007)                                                           
|10.47 |  |  |  | Amendment No. 1
to Share Lending Agreement dated as of December 18, 2007, between The Great Atlantic & Pacific Tea Company, Inc. and Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.1 to Form 8-K filed on December 21, 2007)                                          
|10.48 |  |  |  | Share Lending
Agreement, dated December 12, 2007, by and between The Great Atlantic & Pacific Tea Company, Inc., Lehman Brothers International (Europe) Limited
and Lehman Brothers Inc. (incorporated herein by reference to Exhibit 10.10 to Form 8-K filed on December 18, 2007)           



19


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|10.49 |  |  |  | Amendment No. 1
to Share Lending Agreement dated as of December 18, 2007, among The Great Atlantic & Pacific Tea Company, Inc. and Lehman Brothers International
(Europe) Limited, as borrower, and Lehman Brothers Inc., as borrowing agent (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed on
December 21, 2007)
|----- |  |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.50 |  |  |  | Warehousing,
Distribution and Related Services Agreement dated March 7, 2008 by and between our Company and C&S Wholesale Grocers, Inc. (incorporated herein by
reference to Exhibit 10.50 to Form 10-Q filed on July 21, 2008)                                                                                                       
|11**  |  |  |  | Statement re
computation of per share earnings                                                                                                                                                                                                                                                                                        
|13*   |  |  |  | Fiscal 2008
Annual Report to Stockholders                                                                                                                                                                                                                                                                                             
|18    |  |  |  | Preferability
Letter Issued by PricewaterhouseCoopers LLP (incorporated herein by reference to Exhibit 18 to Form 10-Q filed on July 29, 2004)                                                                                                                                                                                        
|21*   |  |  |  | Subsidiaries of
Registrant                                                                                                                                                                                                                                                                                                            
|23.1* |  |  |  | Consent of
Independent Registered Public Accounting Firm from PricewaterhouseCoopers LLP                                                                                                                                                                                                                                              
|23.2* |  |  |  | Consent of
Independent Auditors from Ernst & Young LLP                                                                                                                                                                                                                                                                                
|31.1* |  |  |  | Certification of
the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                
|31.2* |  |  |  | Certification of
the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                
|32*   |  |  |  | Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                
|99.2* |  |  |  | Metro, Inc.
September 29, 2007 Consolidated Financial Statements                                                                                                                                                                                                                                                                      
|*     |  |  |  | Filed with this
10-K                                                                                                                                                                                                                                                                                                                  
|**    |  |  |  | Information
required to be presented in Exhibit 11 is included in Exhibit 13 under Note1 Summary of Significant Accounting Policies, in accordance with
Statement of Accounting Standards No. 128, Earnings Per Share.                                                                                                             



20


---





Report of Independent Registered Public Accounting Firm
on Financial Statement Schedule




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




Our audits of the consolidated
financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated May 12, 2009 appearing in
the Fiscal 2008 Annual Report to Shareholders of The Great Atlantic & Pacific Tea Company, Inc. (which report and consolidated financial statements
are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15(a)(2) of
this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when
read in conjunction with the related consolidated financial statements.




/s/ PricewaterhouseCoopers LLP




Florham Park, New Jersey May 12, 2009




21


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Schedule II




The Great Atlantic & Pacific Tea Company, Inc.
Valuation and Qualifying Accounts and Reserves Years Ended February 24, 2007, February 23, 2008, and February 28, 2009 (in
thousands)


|Allowance forBad Debts for Year Ended |  |  |  | BeginningBalance |       | Additions Charged toCosts &Expenses |  | AdditionsCharged to OtherAccounts |        | Deductions (1) |  | Adjustments |       | Ending Balance
|------------------------------------- |  |  |  | ---------------- | ----- | ----------------------------------- |  | --------------------------------- | ------ | -------------- |  | ----------- | ----- | --------------
|Feb. 24,
2007                         |  |  |  | $                | 7,042 |                                     |  |                                   | (1,072 | )              |  |             |      |               
|Feb. 23,
2008                         |  |  |  |                  | 4,514 |                                     |  |                                   | 2,059  |                |  |             |      |               
|Feb. 24,
2009                         |  |  |  |                  | 5,864 |                                     |  |                                   | 1,263  |                |  |             | 2,910 | (4)           

|Stock LossReserve for Year Ended |  |  |  | BeginningBalance |        | Additions Charged toCosts &Expenses |  | AdditionsCharged to OtherAccounts |        | Deductions |  | Adjustments |   | Ending Balance
|-------------------------------- |  |  |  | ---------------- | ------ | ----------------------------------- |  | --------------------------------- | ------ | ---------- |  | ----------- | - | --------------
|Feb. 24,
2007                    |  |  |  | $                | 13,933 |                                     |  |                                   | (1,171 | )          |  |             |  |               
|Feb. 23,
2008                    |  |  |  |                  | 12,762 |                                     |  |                                   | 1,455  |            |  |             |  |               
|Feb. 28,
2009                    |  |  |  |                  | 15,717 |                                     |  |                                   | 8,525  |            |  |             |  |               

|LIFOReserve for Year Ended |  |  |  | BeginningBalance |       | Additions Charged toCosts &Expenses |  | AdditionsCharged to OtherAccounts |       | Deductions |  | Adjustments |   | Ending Balance
|-------------------------- |  |  |  | ---------------- | ----- | ----------------------------------- |  | --------------------------------- | ----- | ---------- |  | ----------- | - | --------------
|Feb. 24,
2007              |  |  |  | $                |      |                                     |  |                                   |      |            |  |             |  |               
|Feb. 23,
2008              |  |  |  |                  |      |                                     |  |                                   | 2,310 |            |  |             |  |               
|Feb. 28,
2009              |  |  |  |                  | 2,310 |                                     |  |                                   | 7,817 |            |  |             |  |               

|Deferred TaxValuation Allowance forYear
Ended |  |  |  | BeginningBalance |        | Additions Charged toCosts &Expenses |  | AdditionsCharged to OtherAccounts |        | Deductions (2) |  | Adjustments |         | Ending Balance
|--------------------------------------------- |  |  |  | ---------------- | ------ | ----------------------------------- |  | --------------------------------- | ------ | -------------- |  | ----------- | ------- | --------------
|Feb. 24,
2007                                 |  |  |  | $                | 77,020 |                                     |  |                                   | 19,130 |                |  |             |        |               
|Feb. 23,
2008                                 |  |  |  |                  | 74,355 |                                     |  |                                   | 78,389 |                |  |             | 152,514 | (5)           
|Feb. 28,
2009                                 |  |  |  |                  | 54,866 |                                     |  |                                   | 88,096 |                |  |             | 73,314  | (6)           

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



22


---



|(2) |  | For the year ended February 24, 2007, deductions to the Deferred
Tax Valuation Allowance represent several reclassifications to various balance sheet items. For the year ended February 23, 2008 the adjustment
represents the reduction in the Deferred Tax Valuation Allowance and reserves acquired in connection with our purchase of Pathmark Stores,
Inc.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|(5) |  | Primarily represents the impact of the adoption of FIN 48,
Accounting for Uncertain Tax Positions.
|--- |  | ----------------------------------------------------------------------------------------------------

|(6) |  | Primarily relates to purchase accounting adjustments relating to
our acquisition of Pathmark, and pension and postretirement charges to Other comprehensive income.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



23


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SIGNATURES




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


|                   |  |  |  | The Great
Atlantic & Pacific Tea Company, Inc. (registrant)                                 |  |  |  | 
|------------------ |  |  |  | ------------------------------------------------------------------------------------------- |  |  |  | 
|                  
|Date: May 12,
2009 |  |  |  | By: /s/
Brenda M. Galgano Brenda M. Galgano, Senior Vice President, Chief Financial Officer |  |  |  | 



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


|/s/ Christian
W.E. HaubChristian W.E. Haub     |  |  |  | Executive
Chairman                             |  | Date: May 12,
2009
|---------------------------------------------- |  |  |  | ---------------------------------------------- |  | ------------------
|                                              
|/s/ Eric
ClausEric Claus                       |  |  |  | President
and Chief Executive Officer          |  | Date: May 12,
2009
|                                              
|/s/ Brenda M.
GalganoBrenda M. Galgano         |  |  |  | Senior
Vice President, Chief Financial Officer |  | Date: May 12,
2009
|                                              
|/s/ Melissa E.
SungelaMelissa E. Sungela       |  |  |  | Vice
President, Corporate Controller           |  | Date: May 12,
2009
|                                              
|/s/ John D.
BarlineJohn D. Barline             |  |  |  | Director                                       |  | Date: May 12,
2009
|                                              
|/s/
Jens-Jürgen BöckelJens-Jürgen Böckel       |  |  |  | Director                                       |  | Date: May 12,
2009
|                                              
|/s/ Bobbie A.
GauntBobbie A. Gaunt             |  |  |  | Director                                       |  | Date: May 12,
2009
|                                              
|/s/ Andreas
GuldinAndreas Guldin               |  |  |  | Director                                       |  | Date: May 12,
2009
|                                              
|/s/ Dan P.
KourkoumelisDan P. Kourkoumelis     |  |  |  | Director                                       |  | Date: May 12,
2009
|                                              
|/s/ Edward
LewisEdward Lewis                   |  |  |  | Director                                       |  | Date: May 12,
2009
|                                              
|/s/ Gregory
MaysGregory Mays                   |  |  |  | Director                                       |  | Date: May 12,
2009
|                                              
|/s/ Maureen B.
Tart-BezerMaureen B. Tart-Bezer |  |  |  | Director                                       |  | Date: May 12,
2009



24


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