EMPLOYMENT AGREEMENT





                  AGREEMENT, made and entered into as of the 15th day of

November, 2004, by and between THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC.

(the "Company"), and ALLAN RICHARDS (the "Employee").



                               W I T N E S S E T H





                  WHEREAS, the Company and the Employee (the "Parties") have

agreed to enter into this agreement (the "Agreement") relating to the employment

of the Employee by the Company;



                  NOW, THEREFORE, in consideration of the promises and mutual

covenants contained herein and for other good and valuable consideration, the

Parties, intending to be legally bound, agree as follows:



1. Term of Employment.



                  (a) The Company agrees to continue to employ the Employee, and

the Employee agrees to remain in the employment of the Company, in accordance

with the terms and provisions of this Agreement, for the period set forth below

(the "Employment Period").



                  (b) The Employment Period under this Agreement shall commence

as of November 15, 2004 and, subject only to the provisions of Sections 7, 8 and

9 below relating to termination of employment, shall continue until (i) the

close of business on November 14, 2007 or (ii) such later date as shall result

from the operation of subparagraph (c) below (the "Terminal Date").



                  (c) Commencing on May 15, 2006, and on the first business day

of each month thereafter (such date and each such first business day, the

"Renewal Date") the Terminal Date set forth in subparagraph (b) above shall be

extended so as to occur eighteen months from the Renewal Date unless either the

Company or the Employee shall have given written notice to the other Party on or

before such Renewal Date that the Terminal Date is not to be extended.



2. Duties.



                  It is the intention of the Parties that during the term of his

employment under this Agreement, the Employee will serve as Senior Vice

President of Human Resources and Labor Relations of the Company. The Employee

will devote his full business time and attention to the affairs of the Company

and his duties as Senior Vice President of Human Resources and Labor Relations.

The Employee will have such duties as are appropriate to his position, and will

have such authority as required to enable him to perform these duties.

Consistent with the foregoing, the Employee shall comply with all reasonable

instructions of the President and Chief Operating Officer of the Company. The

Employee will report directly to the President and Chief Operating Officer of

the Company.



                  3. Salary and Bonus.



                  3.1 Salary. The Company will pay the Employee a base salary at

an initial annual rate of not less than $300,000.00, which base salary as in

effect from time to time will not be reduced and will be reviewed periodically

(at intervals of not more than twelve (12) months) by the Compensation Committee

of the Board of Directors (the "Board") for the purpose of considering increases

thereof. In evaluating increases in the Employee's base salary, the Compensation

Committee of the Board will take into account such factors as corporate

performance, individual merit, and such other considerations as it deems

appropriate. The Employee's base salary will be paid in accordance with the

standard practices for other corporate executives of the Company.



                  3.2 Bonuses.



                  The Employee will be eligible to receive annually or otherwise

any bonus awards, whether payable in cash, shares of common stock of the Company

or otherwise, which the Company, the Compensation Committee of the Board or such

other authorized committee of the Board determines to award or grant.



                  4. Benefit Programs.



                  The Employee will receive such benefits and awards, including

without limitation stock options and restricted share awards, as the

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