Exhibit 10.3



AMENDMENT TO CONFIRMATION


     THIS AMENDMENT (this “Amendment”) is made as of December 17, 2007, between Bank of America, N.A. (“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 Reference Number NY-32865; 


     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 cancellation or termination of the Transaction, the
    Additional Termination Event arising from






2











	      	 	
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, 
	 	 
	BANK OF AMERICA, N.A.
	 	 
	 	 
	By:	/s/ Michael Voris
	 	Name:	Michael Voris
	 	Title: 	Vice President 


	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	


 A-1









	
Component		
Shares		
Expiration Date	
	
45		
25,183.00		
Wed-16-Nov-11	
	
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