Exhibit 10.5



AMENDMENT TO CONFIRMATION


     THIS AMENDMENT  (this “Amendment”) is made as of December 17, 2007, between Lehman Brothers OTC Derivatives Inc. (“Dealer”) and The Great Atlantic & Pacific Tea Company, Inc. (the “Issuer”); 


     WHEREAS, Dealer and Issue
are parties to a Confirmation dated as of December 12, 2007 (the “Confirmation”)
evidencing an Issuer Warrant Transaction with the Global ID 3534790; 


     WHEREAS, the parties wish to amend this Confirmation on the terms and conditions set forth in this Amendment; 


     NOW, THEREFORE, in consideration of their mutual covenants herein contained, the parties hereto agree as follows: 


     Section 1. Terms Used but Not Defined Herein. Terms used but not defined herein shall have the respective meanings given to them in the Confirmation.



     Section 2. Amendment to the Confirmation


	      	
(a)      		
The “Premium” under the Confirmation shall
be USD 6,591,750.00.	
	 
	 	
(b)      		
Annex A to the Confirmation is hereby deleted in its entirety and replaced with Annex A hereto.	
	 
	 	
(c)      		
The following language shall be inserted at the end of the “Settlement Method Election” provision:	
	 
	 	 	
“Notwithstanding anything herein to the contrary, the Issuer shall not be entitled to elect a Settlement Method other than Cash Settlement unless, by the Settlement Method Election Date, the Issuer has satisfied the
following conditions: (a) the number of Reserved Shares, as defined in Section 8(e), is at least equal to the Capped Number, as defined in Section 8(e), and (b) the Issuer has (i) obtained the approval of its shareholders to issue any Shares it may
be required to issue pursuant to Net Share Settlement to the extent such approval is required by the rules and regulations of the New York Stock Exchange (“NYSE Rules”) or (ii) reasonably determined that such shareholder approval is not required pursuant to the NYSE Rules (the term “NYSE Condition” shall refer to
either clause (b)(i) or clause (b)(ii), and the NYSE Condition, together with the condition set forth in clause (a) of this paragraph, shall be referred to as the “Approval Conditions”).	
	 
	 	
(d)      		
The text of the “Default Settlement Method” provision (other than the heading) shall be deleted in its entirety and replaced with the following language:	
	 
	 	 	
“Cash Settlement. Issuer may, in its sole discretion, change the Default Settlement Method on or prior to the Settlement Method Election Date by notice to Dealer if, on or prior to the date of such notice, the Approval
Conditions have been satisfied.”	
	 
	 	
(e)      		
Section 8(e) shall be deleted in its entirety and replaced with the following:	
	 
	 	 	“(e) Limitations
        on Settlement by Issuer. Notwithstanding
        anything herein or in the Agreement to the contrary, in no event shall
        Issuer be required to deliver Shares in connection with the Transaction
        in excess of a number of Shares equal to 1.2 times the aggregate Number
    of


 









	      	       	Shares for all Components (the “Capped
          Number”). If at any time
          the Issuer does not have a number of authorized but unissued Shares
          that are not reserved for future issuance in connection with other
          transactions in the Shares (the “Available
          Shares”) that is greater
          than the Capped Number, Issuer agrees to use its reasonable best efforts
          to seek approval from its shareholders at the next meeting of shareholders,
          or, if necessary, a subsequent meeting of shareholders, to increase
          the number of authorized but unissued Shares and to reserve a number
          of Shares at least equal to the Capped Number for settlement of this
          Transaction (the “Reserved
          Shares”). If Issuer does
          not succeed in obtaining shareholder approval for such an increase
          and so increasing the number of Reserved Shares at or prior to its
          second annual meeting of shareholders following the Trade Date, (i)
          the Number of Shares for each Component shall be automatically increased
          by 10% (provided, however that
          this increase, if any, shall be concurrent with and not in addition
          to any increase that may be required pursuant to the next paragraph,
          i.e., the maximum aggregate increase shall be 10%) and (ii) an Additional
          Termination Event shall occur with respect to which the Transaction
          shall be the sole Affected Transaction and Issuer shall be the sole
          Affected Party; provided however that
          if such shareholder approval is obtained and such increase in the number
          of Reserved Shares occurs after Issuer’s second annual meeting
          of shareholders but before the earlier of the Expiration Date for such
          Component and any earlier date that Dealer has designated as an Early
          Termination Date or other date for cancellation or termination of the
          Transaction, the Additional Termination Event arising from such prior
          failure to obtain shareholder approval and failure to increase the
          number of Reserved Shares shall cease to exist. For the avoidance of
          doubt Dealer shall have no obligation to exercise its right pursuant
          to such Additional Termination Event, such right will be an ongoing
          right until Issuer has obtained such approval from its shareholders
          for such an increase in the number of Available Shares and has so increased
          the number of Reserved Shares, and such right will automatically terminate
          upon Issuer obtaining such shareholder approval for such an increase
          and so increasing the number of Reserved Shares. Unless the number
          of Reserved Shares is at least equal to the Capped Number, Issuer shall
          not retire any Shares that are repurchased, acquired or otherwise received
          by Issuer or any of its subsidiaries from any persons (whether or not
          in exchange for cash, fair value or any other consideration, and including,
          for the avoidance of doubt, any Shares received in settlement of any
          option or other derivative transaction) (such Shares, “Acquired
          Shares”) or issue or deliver
          or agree to issue or deliver any Acquired Shares to any person other
          than Issuer except that such Acquired Shares may be used to settle
          this Transaction and any other warrant transactions entered into by
    the Issuer on the Trade Date.
	 
	 	 	Issuer covenants and agrees with Dealer that
        it will use its commercially reasonable efforts to obtain shareholder
        approval to the extent required by the NYSE Rules to permit the issuance
        of Shares in connection with Net Share Settlement of the Transaction
        at a meeting of the Issuer’s stockholders, to be held not later
        than August 15, 2008 (it being acknowledged that the Issuer cannot compel
        such stockholder approval). If, at or prior to its second annual meeting
        of shareholders following the Trade Date, clause (ii) of the NYSE Condition
        has not been satisfied and the Issuer has not submitted for voting by
        its shareholders, to the extent required by the NYSE Rules, the issue
        of whether to authorize an issuance of Shares pursuant to Net Share Settlement
        of this Transaction, then (i) the Number of Shares for each Component
        shall be automatically increased by 10% (provided,
        however that this increase, if any,
        shall be concurrent with and not in addition to any increase that may
        be required pursuant to the preceding paragraph, i.e., the maximum aggregate
        increase shall be 10%) and (ii) an Additional Termination Event shall
        occur with respect to which the Transaction shall be the sole Affected
        Transaction and Issuer shall be the sole Affected Party; provided
        however that if this issue is submitted
        for vote by the Issuer’s shareholders or the Issuer has satisfied
        the NYSE Condition after Issuer’s second annual meeting of shareholders
        but before the earlier of the Expiration Date for such Component and
        any earlier date that Dealer has designated as an Early Termination Date
    or other date for





2










	      	 	
cancellation or termination of the Transaction, the Additional Termination Event arising from such prior failure to submit this issue for voting by shareholders shall cease to exist. For the avoidance of doubt, if the
Issuer submits for voting by its shareholders, to the extent required by the NYSE Rules, the issue of whether to authorize an issuance of Shares pursuant to Net Share Settlement of this Transaction at or prior to its second annual meeting of
shareholders following the Trade Date, and the shareholders do not approve such an issuance when it is then submitted for their approval, the failure of the shareholders to approve such an issuance shall not trigger the 10% increase or the
Additional Termination Event described in this paragraph.”	
	 
	 	 	
Section 3. Representations and Warranties.	
	 
	 	 	
Issuer represents and warrants to Dealer as follows:	
	 
	 	
(a)      		
On the date of this Amendment, (A) none of Issuer and its officers and directors is aware of any material nonpublic information regarding Issuer or the Shares and (B) all reports and other documents filed by Issuer with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), when considered as a whole (with the more recent
such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.	
	 
	 	
(b)      		
Issuer is not entering into this Amendment to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress or otherwise manipulate the price
of the Shares (or any security convertible into or exchangeable for Shares) or otherwise in violation of the Exchange Act.	
	 
	 	
(c)      		
The representations and warranties of Issuer set forth in Section 3 of the Agreement and Section 7 of the Confirmation are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein.	
	 



     Section 4. Effectiveness. This Amendment shall become effective upon execution by the parties hereto. 


     Section 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were
upon the same instrument. 


     Section 6. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York. 


     Section 7. Effectiveness of Confirmation. Except as amended hereby, all the terms of the Confirmation shall remain in full force and effect and are hereby confirmed in all respects. 


3










      IN WITNESS
    WHEREOF, the parties have signed this Amendment as of the date and year first
above written. 

	Yours faithfully, 
	 	 
	LEHMAN BROTHERS OTC DERIVATIVES
        INC.
	 	 
	 	 
	By:	/s/
        Anatoly Kozlov 
	 	Name:	Anatoly Kozlov 
	 	Title: 	Authorized Signatory 


	Agreed and Accepted By:
	 	 
	THE GREAT ATLANTIC & PACIFIC
        TEA COMPANY, INC.
	 	 
	 	 
	By:	/s/
        William J. Moss 
	 	Name:	William J. Moss 
	 	Title:	Vice President & Treasurer 



  









ANNEX A


	
Component		
Shares		
Expiration Date	
	1 	25,183.00 	Thu-15-Sep-11 
	2 	25,183.00 	Fri-16-Sep-11 
	3 	25,183.00 	Mon-19-Sep-11 
	4 	25,183.00 	Tue-20-Sep-11 
	5 	25,183.00 	Wed-21-Sep-11 
	6 	25,183.00 	Thu-22-Sep-11 
	7 	25,183.00 	Fri-23-Sep-11 
	8 	25,183.00 	Mon-26-Sep-11 
	9 	25,183.00 	Tue-27-Sep-11 
	10 	25,183.00 	Wed-28-Sep-11 
	11 	25,183.00 	Thu-29-Sep-11 
	12 	25,183.00 	Fri-30-Sep-11 
	13 	25,183.00 	Mon-3-Oct-11 
	14 	25,183.00 	Tue-4-Oct-11 
	15 	25,183.00 	Wed-5-Oct-11 
	16 	25,183.00 	Thu-6-Oct-11 
	17 	25,183.00 	Fri-7-Oct-11 
	18 	25,183.00 	Mon-10-Oct-11 
	19 	25,183.00 	Tue-11-Oct-11 
	20 	25,183.00 	Wed-12-Oct-11 
	21 	25,183.00 	Thu-13-Oct-11 
	22 	25,183.00 	Fri-14-Oct-11 
	23 	25,183.00 	Mon-17-Oct-11 
	24 	25,183.00 	Tue-18-Oct-11 
	25 	25,183.00 	Wed-19-Oct-11 
	26 	25,183.00 	Thu-20-Oct-11 
	27 	25,183.00 	Fri-21-Oct-11 
	28 	25,183.00 	Mon-24-Oct-11 
	29 	25,183.00 	Tue-25-Oct-11 
	30 	25,183.00 	Wed-26-Oct-11 
	31 	25,183.00 	Thu-27-Oct-11 
	32 	25,183.00 	Fri-28-Oct-11 
	33 	25,183.00 	Mon-31-Oct-11 
	34 	25,183.00 	Tue-1-Nov-11 
	35 	25,183.00 	Wed-2-Nov-11 
	36 	25,183.00 	Thu-3-Nov-11 
	37 	25,183.00 	Fri-4-Nov-11 
	38 	25,183.00 	Mon-7-Nov-11 
	39 	25,183.00 	Tue-8-Nov-11 
	40 	25,183.00 	Wed-9-Nov-11 
	41 	25,183.00 	Thu-10-Nov-11 
	42 	25,183.00 	Fri-11-Nov-11 
	43 	25,183.00 	Mon-14-Nov-11 
	44 	25,183.00 	Tue-15-Nov-11 
	45 	25,183.00 	Wed-16-Nov-11 




A-1












	
Component		
Shares		
Expiration Date	
	
46		25,183.00 	Thu-17-Nov-11 
	
47		25,183.00 	Fri-18-Nov-11 
	
48		25,183.00 	Mon-21-Nov-11 
	
49		25,183.00 	Tue-22-Nov-11 
	
50		25,183.00 	Wed-23-Nov-11 
	
51		25,183.00 	Fri-25-Nov-11 
	
52		25,183.00 	Mon-28-Nov-11 
	
53		25,183.00 	Tue-29-Nov-11 
	
54		25,183.00 	Wed-30-Nov-11 
	
55		25,183.00 	Thu-1-Dec-11 
	
56		25,183.00 	Fri-2-Dec-11 
	
57		25,183.00 	Mon-5-Dec-11 
	
58		25,183.00 	Tue-6-Dec-11 
	
59		25,183.00 	Wed-7-Dec-11 
	
60		25,183.00 	Thu-8-Dec-11 
	
61		25,183.00 	Fri-9-Dec-11 
	
62		25,183.00 	Mon-12-Dec-11 
	
63		25,183.00 	Tue-13-Dec-11 
	
64		25,183.00 	Wed-14-Dec-11 
	
65		25,183.00 	Thu-15-Dec-11 
	
66		25,183.00 	Fri-16-Dec-11 
	
67		25,183.00 	Mon-19-Dec-11 
	
68		25,183.00 	Tue-20-Dec-11 
	
69		25,183.00 	Wed-21-Dec-11 
	
70		25,183.00 	Thu-22-Dec-11 
	
71		25,183.00 	Fri-23-Dec-11 
	
72		25,183.00 	Tue-27-Dec-11 
	
73		25,183.00 	Wed-28-Dec-11 
	
74		25,183.00 	Thu-29-Dec-11 
	
75		25,183.00 	Fri-30-Dec-11 
	
76		25,183.00 	Tue-3-Jan-12 
	
77		25,183.00 	Wed-4-Jan-12 
	
78		25,183.00 	Thu-5-Jan-12 
	
79		25,183.00 	Fri-6-Jan-12 
	
80		25,183.00 	Mon-9-Jan-12 
	
81		25,183.00 	Tue-10-Jan-12 
	
82		25,183.00 	Wed-11-Jan-12 
	
83		25,183.00 	Thu-12-Jan-12 
	
84		25,183.00 	Fri-13-Jan-12 
	
85		25,183.00 	Tue-17-Jan-12 
	
86		25,183.00 	Wed-18-Jan-12 
	
87		25,183.00 	Thu-19-Jan-12 
	
88		25,183.00 	Fri-20-Jan-12 
	
89		25,183.00 	Mon-23-Jan-12 
	
90		25,194.00 	Tue-24-Jan-12 





A-2