The Great Atlantic & Pacific Tea Company, Inc. Announces Proposed Offering of $380 Million Convertible Senior Notes, Proposed Entry Into Share Lending Agreements, and Proposed Entry Into Convertible Note Hedge and Warrant Transactions

MONTVALE, NJ - December 10, 2007 - The Great Atlantic & Pacific Tea Company, Inc. (A&P, NYSE: GAP) today announced the proposed public offering by the Company of $380 million aggregate principal amount of senior convertible notes, including $150 million aggregate principal amount of senior convertible notes due 2011 and $230 million aggregate principal amount of senior convertible notes due 2012 (together, the "notes"). The Company intends to grant the underwriters options to purchase up to an additional $15 million aggregate principal amount of the 2011 notes and $25 million aggregate principal amount of the 2012 notes, solely to cover over-allotments, and in each case within 13 days of the initial issuance of the notes. Banc of America Securities LLC and Lehman Brothers Inc. will act as joint book running managers for the proposed note offering.

The principal amount of the notes will be convertible into shares of the Company's common stock, cash, or a combination of stock and cash, at the Company's option. The interest rate, conversion rate, conversion price and other terms of the notes will be determined at the time of pricing of the offering. Holders of the notes may require the Company to repurchase the notes if the Company is involved in certain types of corporate transactions or other events constituting a fundamental change. The notes will be general senior, unsecured obligations of the Company.

In connection with the offering, the Company expects to enter into note hedge and warrant transactions with one or more financial institutions that may be affiliates of the underwriters of the notes to reduce the potential dilution upon future conversion of the notes. In connection with hedging the note hedge and warrant transactions, the relevant financial institutions have advised the Company that they or their respective affiliates expect to enter into various derivative transactions with respect to the Company's common stock concurrently with or shortly after the pricing of the notes and may enter into or unwind various derivatives and/or purchase or sell the Company's common stock in secondary market transactions following the pricing of the notes. These activities could have the effect of increasing or preventing or offsetting a decline in the price of the Company's common stock concurrently with or following the pricing of the notes.

The Company intends to use the net proceeds of the notes offering to repay existing debt under the bridge loan facility, which was used to finance in part the acquisition of Pathmark, and to pay the cost of the convertible note hedge transactions.

Concurrently with the offering of the notes and the convertible note hedge and warrant transactions, the Company intends to enter into share lending agreements with affiliates of Banc of America Securities LLC and Lehman Brothers Inc., pursuant to which the Company will lend shares of its common stock to such affiliates. Under the share lending agreements, the share borrowers will offer and sell the borrowed shares in a registered public offering and will use the short position resulting from the sale of such shares to facilitate the establishment of hedge positions by investors in the notes to be offered. Such affiliates of Banc of America Securities LLC and Lehman Brothers Inc. will receive all of the proceeds from the sale of the borrowed shares. The Company will not receive any of the proceeds from such sales, but will receive a nominal lending fee from the share borrowers. The share lending agreements will terminate if the convertible notes offering is not completed.

While the borrowed shares will be considered issued and outstanding for corporate law purposes, the Company believes that under U.S. generally accepted accounting principles currently in effect, the borrowed shares will not be considered outstanding for the purpose of computing and reporting earnings per share because the shares lent pursuant to the share lending agreements are required to be returned to the Company.

The Company has filed preliminary prospectus supplements with the Securities and Exchange Commission ("SEC") relating to the proposed public offering of the convertible notes and the public offering of the shares borrowed under the share lending agreements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

The Great Atlantic & Pacific Tea Company, Inc. has filed a registration statement (including preliminary prospectus supplements) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus (including the prospectus supplements) in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Company or any underwriter participating in the offering will arrange to send you the prospectus and applicable prospectus supplement if you request them by calling Banc of America Securities LLC, Capital Markets Operations (Prospectus Fulfillment), 100 West 33rd Street, New York, New York 10001, toll free at 1-800-294-1322 or by email at dg.prospectus_distribution@bofasecurities.com or by contacting Lehman Brothers Inc., c/o Broadridge Financial Services, Integrated Distribution Services, 1155 Long Island Avenue, Edgewood, NY 11717, toll free at 888-603-5847, or via fax at (631) 254-7140 or by email at quiana.smith@broadridge.com.

Founded in 1859, A&P is one of the nation's first supermarket chains. The Company operates 455 stores in 6 states and the District of Columbia under the following trade names: A&P, Pathmark, Waldbaum's, The Food Emporium, Super Foodmart, Super Fresh and Food Basics.

This news release contains forward-looking statements, including statements regarding the proposed offerings, the intended use of the net proceeds from the offering, the effect of the note hedge and warrant transactions, and the belief that the borrowed shares will not be considered outstanding for the purpose of computing and reporting earnings per share. These forward-looking statements involve risks and uncertainties, including that none of the proposed transactions will be entered into on the terms described herein or at all, or if entered into, may not be completed. Factors that could cause actual events to differ materially from those predicted in such forward-looking statements include market conditions, potential fluctuations in the Company's stock price, or changes in U.S. generally accepted accounting principles or in their interpretation. For a discussion of certain of the risks, uncertainties and other factors affecting the statements contained in this news release, see the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and the Company's registration statement on Form S-3.

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