CERTIFICATE OF TRUST
                                       OF
                                 A&P FINANCE II


     THIS Certificate of Trust of A&P Finance II (the "Trust"), dated as of June
__, 1999, is being duly executed and filed by the undersigned, as trustees, to
form a business trust under the Delaware Business Trust Act (12 Del. C. ss.
3801, et seq.).

     1. Name. The name of the business trust formed hereby is A&P Finance II.

     2. Delaware Trustee. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware are Bankers
Trust (Delaware), E.A. Delle Donne Corporate Center, Montgomery Bldg., 1011
Centre Road, Suite 200, Wilmington, Delaware 19805-1266.

     3. Effective Date. This Certificate of Trust shall be effective upon filing
with the Secretary of the State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first-above written.

                        BANKERS TRUST COMPANY, as trustee

                        By: /s/ Jacqueline Bartnick
                            --------------------------------------
                            Name:   Jacqueline Bartnick
                            Title:  Vice President

                        BANKERS TRUST (DELAWARE), as trustee

                        By: /s/ M. Lisa Wilkins
                            --------------------------------------
                            Name:   M. Lisa Wilkins
                            Title:  Assistant Secretary

                        FRED CORRADO, as trustee


                            /s/ Fred Corrado



                        ROBERT G. ULRICH, as trustee


                            /s/ Robert G. Ulrich