CERTIFICATE OF TRUST OF A&P FINANCE III THIS Certificate of Trust of A&P Finance III (the "Trust"), dated as of June 9, 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 III. 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