<PAGE>


                                  RESTATED

                        CERTIFICATE OF INCORPORATION

                                     OF

                           THE GRAND UNION COMPANY

           Pursuant to Section 245 of the General Corporation Law
                          of the State of Delaware

         THE GRAND UNION COMPANY, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware
(hereinafter called the "Corporation"), DOES HEREBY CERTIFY:

         1. The name of the Corporation is The Grand Union Company and the
date of filing of its original Certificate of Incorporation in the office of
the Secretary of State was May 17, 1928.

         2. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of this corporation as heretofore amended or supplemented and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.

         3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or
changes to read as herein set forth in full:

         FIRST: The name of the Corporation is THE GRAND UNION COMPANY
(hereinafter called the "Corporation").

         SECOND: The address of the registered office of the Corporation in
the State of Delaware is Corporation Trust Center, 1209 Orange Street, in
the City of Wilmington, County of New Castle. The name of its registered
agent at such address is The Corporation Trust Company.

         THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a Corporation



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may be organized under the General Corporation Law of the State of Delaware
(the "DGCL").

         FOURTH: (A) The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is 70,000,000, of
which 10,000,000 shares shall be Preferred Stock of the par value of $1.00
per share and 60,000,000 shares shall be Common Stock of the par value of
$.01 per share.

         (B) The Board of Directors is expressly authorized, by resolution
or resolutions, to provide for the issue of all or any shares of the
Preferred Stock, in one or more series, and to fix for each such series such
voting powers, full or limited, and such designations, preferences and
relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereon, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issue of such series (a "Preferred Stock Designation") and
as may be permitted by the DGCL and as are consistent with paragraph (C) of
this Article FOURTH. The number of authorized shares of Preferred Stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of a majority of the holders of the
voting power of all the then outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of directors (the
"Voting Stock") voting together as a single class, without a separate vote
of the holders of the Preferred Stock, or any series thereof, unless a vote
of any such holders is required pursuant to any Preferred Stock Designation.

         (C) The Corporation is subject to the requirements of Section
1123(a)(6) of the United States Bankruptcy Code (11 U.S.C. 1123(a)(6))
("Section 1123(a)(6)") and shall be prohibited from issuing any nonvoting
equity securities, and shall, at all times, provide, as to the several
classes of securities from time-to-time possessing voting power, an
appropriate distribution of power among such classes. A Preferred Stock
Designation shall not authorize the issuance of such nonvoting equity
securities, and shall include in its provisions, if the class designated by
such Preferred Stock Designation has a preference in respect of dividends,
adequate provisions for the election of directors representing such
preferred class in the event of default in the payment of such dividends
consistent with the requirements of Section 1123(a)(6).

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         FIFTH: The following provisions are inserted for the management of
the business and the conduct of the affairs of the Corporation:

         (1) Election of directors of the Corporation need not be by written
ballot unless the By-Laws so provide.

         (2) All the powers of this Corporation, insofar as the same may be
lawfully vested by this Restated Certificate of Incorporation in the Board
of Directors, are hereby conferred upon the Board of Directors of this
Corporation. In furtherance and not in limitation of that power the Board of
Directors is authorized to make, adopt, alter, amend and repeal from time to
time the By-Laws of the Corporation, by vote of a majority of the directors
present at any regular meeting of the Board, or at any special meeting of
the Board, provided that notice of such proposed alternation, amendment,
repeal or adoption of new By-Laws is given in the notice of such special
meeting, or by written consent without a meeting signed by all directors.
The power of the Board of Directors to adopt, amend or repeal By-Laws is
subject to the right of stockholders entitled to vote with respect thereto
to alter and repeal By-Laws made by the Board of Directors.

         (3) The Corporation shall, to the maximum extent permitted from
time to time under the DGCL, indemnify and upon request shall advance
expenses to any person who is or was a party or is threatened to be made a
party to any threatened, pending, or completed action, suit, proceeding or
claim, whether civil, criminal, administrative or investigative, by reason
of the fact that such person is or was or has agreed to be a director or
officer of the Corporation or while a director or officer is or was serving
at the request of the Corporation as a director, officer partner, trustee,
employee or agent of any corporation, partnership, joint venture, trust or
other enterprise, including service with respect to employee benefit plans,
against expenses (including attorney's fees and expenses), judgment, fines,
penalties and amounts paid in settlement incurred in connection with the
investigation, preparation to defend or defense of such action, suit
proceeding or claim; provided, however, that the foregoing shall not require
the Corporation to indemnify or advance expenses to any person in connection
with any action, suit, proceeding, claim or counterclaim initiated by or on
behalf of such person. Such indemnification shall not be exclusive of other
indemnification rights arising under any by-law,

                                      3



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agreement, vote of directors or stockholders or otherwise and shall inure to
the benefit of the heirs and legal representatives of such person. Any
person seeking indemnification under this paragraph (3) of ARTICLE FIFTH
shall be deemed to have met the standard of conduct required for such
indemnification unless the contrary shall be established. Any repeal or
modification of the foregoing provisions of this paragraph (3) of ARTICLE
FIFTH shall not adversely affect any right or protection of a director or
officer of the Corporation with respect to any acts or omissions of such
director or officer occurring prior to such repeal or modification.

         (4) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that exculpation from liability is
not permitted under the DGCL at the time such liability is determined. No
amendment or repeal of this paragraph (4) of ARTICLE FIFTH shall apply to or
have any effect on the liability or alleged liability to any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.

         SIXTH: The Corporation reserves the right to amend, alter, change
or repeal any provision contained in this Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights preferences and privileges of whatever nature conferred upon
stockholders, directors or any other persons whomsoever, by and pursuant to
this Restated Certificate of Incorporation in its present form or as amended
are granted subject to this reservation.

         SEVENTH: (1) In addition to any affirmative vote required by law or
this Certificate of Incorporation or the By-laws of the Corporation, and
except as otherwise expressly provided in Section 2 of this Article, a
Business Combination (as hereinafter defined) with, or proposed by or on
behalf of, any Interested Stockholder (as hereinafter defined) or any
Affiliate or Associate (as hereinafter defined) of any Interested
Stockholder or any person who thereafter would be an Affiliate or Associate
of such Interested Stockholder shall require the affirmative vote of not
less than seventy-five percent (75%) of the votes entitled to be cast by the
holders of all the then outstanding shares of Voting Stock, voting together
as a single class, excluding Voting Stock beneficially owned by

                                      4



<PAGE>

such Interested Stockholder. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage or separate class vote may be specified, by law or in any
agreement with any national securities exchange or otherwise.

         (2) The provisions of Section 1 of this Article shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote, if any, as is required
by law or by any other provision of this Certificate of Incorporation or the
By-laws of the Corporation, or any agreement with any national securities
exchange or the Nasdaq National Market, if all of the conditions specified
in either of the following Paragraphs (a) or (b) are met, or in the case of
a Business Combination not involving the payment of consideration to the
holders of the Corporation's outstanding Capital Stock (as hereinafter
defined), if the conditions specified in the following Paragraph (a) are
met:

                           (a) The Business Combination shall have been
                  approved, either specifically or as a transaction which is
                  within an approved category of transactions, by a majority
                  (whether such approval is made prior to or subsequent to
                  the acquisition of, or announcement or public disclosure
                  of the intention to acquire, beneficial ownership of the
                  Voting Stock that caused the Interested Stockholder to
                  become an Interested Stockholder) of the Continuing
                  Directors (as hereinafter defined).

                           (b) All of the following conditions shall have
                  been met; provided, however, that for purposes of all
                  calculations set forth in this Section 2(b), all
                  acquisitions of Preferred Stock or Common Stock by Trefoil
                  Capital Investors II, L.P. and GE Investment Private
                  Placement Partners II, A Limited Partnership
                  (collectively, the "Purchasers") pursuant to the Stock
                  Purchase Agreement dated July 30, 1996 (the "Stock
                  Purchase Agreement") and all acquisitions of Common Stock
                  by the Purchasers upon the conversion of such Preferred
                  Stock will be excluded:

                           (i) The aggregate amount of cash and the Fair
                  Market Value (as hereinafter defined), as of the date of
                  the consummation

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                  of the Business Combination, of consideration other than
                  cash to be received per share by holders of Common Stock
                  in such Business Combination shall be at least equal to
                  the amount determined under clause (A) below:

                                    (A) (if applicable) the highest per
                           share price (including any brokerage commissions,
                           transfer taxes and soliciting dealers' fees) paid
                           by or on behalf of the Interested Stockholder for
                           any share of Common Stock in connection with the
                           acquisition by the Interested Stockholder of
                           beneficial ownership of shares of Common Stock
                           (x) within the two-year period immediately prior
                           to the first public announcement of the proposed
                           Business Combination (the "Announcement Date") or
                           (y) in the transaction in which it became an
                           Interested Stockholder, whichever is higher, in
                           either case as adjusted for any subsequent stock
                           split, stock dividend, subdivision or
                           reclassification with respect to the Common
                           Stock.

                           (ii) The aggregate amount of cash and the Fair
                  Market Value, as of the date of the consummation of the
                  Business Combination, of consideration other than cash to
                  be received per share by holders of shares of any class or
                  series of outstanding Capital Stock, other than Common
                  Stock, shall be at least equal to the amount determined
                  under clause (A) below:

                                    (A) (if applicable) the highest per
                           share price (including any brokerage commissions,
                           transfer taxes and soliciting dealers' fees) paid
                           by or on behalf of the Interested Stockholder for
                           any share of such class or series of Capital
                           Stock in connection with the acquisition by the
                           Interested Stockholder of beneficial ownership of
                           shares of such class or series of Capital Stock
                           (x) within the two-year period immediately prior
                           to the

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<PAGE>


                           Announcement Date or (y) in the transaction in
                           which it became an Interested Stockholder,
                           whichever is higher, in either case as adjusted
                           for any subsequent stock split, stock dividend,
                           subdivision or reclassification with respect to
                           such class or series of Capital Stock.

                           (iii) The consideration to be received by holders
                  of a particular class or series of outstanding Capital
                  Stock shall be in cash or in the same form as previously
                  has been paid by or on behalf of the Interested
                  Stockholder in connection with its direct or indirect
                  acquisition of beneficial ownership of shares of such
                  class or series of Capital Stock. If the consideration so
                  paid for shares of any class or series of Capital Stock
                  varied as to form, the form of consideration for such
                  class or series of Capital Stock shall be either cash or
                  the form used to acquire beneficial ownership of the
                  largest number of shares of such class or series of
                  Capital Stock previously acquired by the Interested
                  Stockholder.

                           (iv) If a proxy or information statement is
                  required to be mailed pursuant to the Securities Exchange
                  Act of 1934, as amended, and the rules and regulations
                  thereunder (the "Exchange Act") (or any subsequent
                  provisions replacing such Exchange Act, rules or
                  regulations), a proxy or information statement describing
                  the proposed Business Combination and complying with the
                  requirements of the Exchange Act shall be mailed to all
                  stockholders of the Corporation at least 30 days prior to
                  the consummation of such Business Combination.

         (3) The following definitions shall apply with respect to this
Article:

                  (a) The term "Business Combination" shall mean, with
         respect to any particular Interested Stockholder, any event
         described in clauses (i), (ii) or (iii) of this Section 3(a) which
         occurs

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<PAGE>


         during the two-year period commencing on the date on which the
         Interested Stockholder becomes an Interested Stockholder:

                           (i) any merger or consolidation of the
                  Corporation or any Subsidiary (as hereinafter defined)
                  with (x) any Interested Stockholder or (y) any other
                  corporation (whether or not itself an Interested
                  Stockholder) which is or after such merger or
                  consolidation would be an Affiliate or Associate of an
                  Interested Stockholder; or

                           (ii) any merger or consolidation of the
                  Corporation with any of its Subsidiaries that has the
                  effect, directly or indirectly, of increasing the
                  proportionate share of any class or series of Capital
                  Stock, or any securities convertible into Capital Stock or
                  into equity securities of any Subsidiary, that is
                  beneficially owned by any Interested Stockholder or any
                  Affiliate or Associate of any Interested Stockholder; or

                           (iii) any agreement, contract or other
                  arrangement providing for any one or more of the actions
                  specified in the foregoing clauses (i) or (ii).

                  (b) The term "Capital Stock" shall mean all capital stock
         of the Corporation authorized to be issued from time to time under
         Article Fourth of this Certificate of Incorporation, and the term
         "Voting Stock" shall mean all Capital Stock which by its terms may
         be voted on all matters submitted to stockholders of the
         Corporation generally.

                  (c) The term "person" shall mean any individual, firm,
         corporation or other entity and shall include any group comprised
         of any person and any other person with whom such person or any
         Affiliate or Associate of such person has any agreement arrangement
         or understanding, directly or indirectly, for the purpose of
         acquiring, holding, voting or disposing of Capital Stock.

                  (d) The term "Interested Stockholder" shall mean any
         person (other than the Corporation or any

                                      8



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         Subsidiary and other than any profit-sharing, employee stock
         ownership or other employee benefit plan of the Corporation or any
         Subsidiary or any trustee of or fiduciary with respect to any such
         plan when acting in such capacity) who is or has announced or
         publicly disclosed a plan or intention to become the beneficial
         owner of Voting Stock representing fifty percent (50%) or more of
         the votes entitled to be cast by the holders of all then
         outstanding shares of Voting Stock. For purposes of this Article,
         the Purchasers will not be considered an Interested Stockholder
         with respect to any acquisition of Preferred Stock pursuant to the
         Stock Purchase Agreement or with respect to the acquisition of
         Common Stock by the Purchasers upon the conversion of such
         Preferred Stock.

                  (e) A person shall be a "beneficial owner" of any Capital
         Stock (i) which such person or any of its Affiliates or Associates
         beneficially owns, directly or indirectly; (ii) which such person
         or any of its Affiliates or Associates has, directly or indirectly,
         (A) the right to acquire (whether such right is exercisable
         immediately or subject only to the passage of time), pursuant to
         any agreement, arrangement or understanding or upon the exercise of
         conversion rights, exchange rights, warrants or options, or
         otherwise, or (B) the right to vote pursuant to any agreement,
         arrangement or understanding; or (iii) which is beneficially owned,
         directly or indirectly, by any other person with which such person
         or any of its Affiliates or Associates has any agreement,
         arrangement or understanding for the purpose of acquiring, holding,
         voting or disposing of any shares of Capital Stock. For the purpose
         of determining whether a person is an Interested Stockholder
         pursuant to Paragraph (d) of this Section (3), the number of shares
         of Capital Stock deemed to be outstanding shall include shares
         deemed beneficially owned by such person through application of
         this Paragraph (e) of Section (3), but shall not include any other
         shares of Capital Stock that may be issuable pursuant to any
         agreement, arrangement or understanding, or upon exercise of
         conversion rights, warrants or options, or otherwise.

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                  (f) The terms "Affiliate" and "Associate" shall have the
         respective meanings ascribed to such terms in Rule 12b-2 under the
         Exchange Act as in effect on the date of filing of this Certificate
         of Incorporation with the Secretary of State of the State of
         Delaware (the term "registrant" in said Rule 12b-2 meaning in this
         case the Corporation).

                  (g) The term "Subsidiary" means any company of which a
         majority of any class of equity security is beneficially owned by
         the Corporation; provided, however, that for the purposes of the
         definition of Interested Stockholder set forth in Paragraph (d) of
         this Section (3), the term "Subsidiary" shall mean only a company
         of which a majority of each class of equity security is
         beneficially owned by the Corporation.

                  (h) The term "Continuing Director" means any member of the
         Board of Directors, while such person is a member of the Board of
         Directors, who is not an Affiliate or Associate or representative
         of the Interested Stockholder and was a member of the Board of
         Directors prior to the time that an Interested Stockholder became
         an Interested Stockholder, and any successor of a Continuing
         Director while such successor is a member of the Board of
         Directors, who is not an Affiliate or Associate or representative
         of the Interested Stockholder and is recommended or elected to
         succeed the Continuing Director by a majority of Continuing
         Directors. For purposes of this Article, Roger Stangeland will be
         considered a Continuing Director.

                  (i) "Fair Market Value" means (i) in the case of cash, the
         amount of such cash; (ii) in the case of stock, the highest closing
         sale price during the 30-day period immediately preceding the date
         in question of a share of such stock on the Composite Tape for New
         York Stock Exchange-Listed Stocks, or, if such stock is not quoted
         on the Composite Tape, on the New York Stock Exchange, or, if such
         stock is not listed on such Exchange, on the principal United
         States securities exchange registered under the Exchange Act on
         which such stock is listed, or, if such stock is not listed

                                     10


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         on any such exchange, the highest closing bid quotation with
         respect to a share of such stock during the 30-day period preceding
         the date in question on the National Association of Securities
         Dealers, Inc. Automated Quotations System or any similar system
         then in use, or, if no such quotations are available, the fair
         market value on the date in question of a share of such stock as
         determined by a majority of the Continuing Directors in good faith;
         and (iii) in the case of property other than cash or stock, the
         Fair Market Value of such property on the date in question as
         determined in good faith by a majority of the Continuing Directors.

                  (j) in the event of any Business Combination in which the
         Corporation survives, the phrase "consideration other than cash to
         be received" as used in Paragraphs (b)(i) and (b)(ii) of Section
         (2) of this Article shall include the shares of Common Stock and/or
         the shares of any other class or series of Capital Stock retained
         by the holders of such shares.

         (4) A majority of the Continuing Directors shall have the power and
duty to determine for the purpose of this Article, on the basis of
information known to them after reasonable inquiry, all questions arising
under this Article, including, without limitation, (i) whether a person is
an Interested Stockholder, (ii) the number of shares of Capital Stock or
other securities beneficially owned by any person, (iii) whether a person is
an Affiliate or Associate of another, and (iv) whether a proposed action is
with, or proposed by, or on behalf of an Interested Stockholder or an
Affiliate or Associate of an Interested Stockholder. Any such determination
made in good faith shall be binding and conclusive on all parties.

         (5) Nothing contained in this Article shall be construed to relieve
any Interested Stockholder from any fiduciary obligation imposed by law.

         (6) The fact that any Business Combination complies with the
provisions of Section (2) of this Article shall not be construed to impose
any fiduciary duty, obligation or responsibility on the Board of Directors,
or any member thereof, to approve such Business Combination or recommend its
adoption or approval to the stockholders of

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the Corporation, nor shall such compliance limit, prohibit or otherwise
restrict in any manner the Board of Directors, or any member thereof, with
respect to evaluations of, or actions and responses taken with respect to,
such Business Combination.

         (7) For the purposes of this Article, a Business Combination is
presumed to have been proposed by, or on behalf of, an Interested
Stockholder or an Affiliate or Associate of an Interested Stockholder or a
person who thereafter would become such if (i) after the Interested
Stockholder became such, the Business Combination is proposed following the
election of any director of the Corporation who, with respect to such
Interested Stockholder, would not qualify to serve as a Continuing Director
or (ii) such Interested Stockholder, Affiliate, Associate or person votes
for or consents to the adoption of any such Business Combination, unless as
to such Interested Stockholder, Affiliate, Associate or person, a majority
of the Continuing Directors makes a good faith determination that such
Business Combination is not proposed by or on behalf of such Interested
Stockholder, Affiliate, Associate or person, based on information known to
them after reasonable inquiry.

         (8) Notwithstanding any other provisions of this Certificate of
Incorporation or the By-laws of the Corporation (and notwithstanding the
fact that a lesser percentage or separate class vote may be specified by
law, this Certificate of Incorporation or the By-laws of the Corporation),
the affirmative vote of the holders of not less than seventy-five percent
(75%) of the votes entitled to be cast by the holders of all the then
outstanding shares of Voting Stock, voting together as a single class,
excluding Voting Stock beneficially owned by such Interested Stockholder,
shall be required to amend or repeal, or adopt any provisions inconsistent
with, this Article; provided, however, that this Section (8) shall not apply
to, and such seventy-five percent (75%) vote shall not be required for, any
amendment, repeal or adoption unanimously recommended by the Board of
Directors if all of such directors are persons who would be eligible to
serve as Continuing Directors within the meaning of Section (3), Paragraph
(h) of this Article.

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         4. This Restated Certificate of Incorporation was duly adopted by
the Board of Directors in accordance with Section 245 of the General
Corporation Law of the State of Delaware.

         5. This Restated Certificate of Incorporation shall be effective
upon the filing hereof.

         IN WITNESS WHEREOF, The Grand Union Company has caused this
Restated Certificate of Incorporation to be signed on its behalf by Jeffrey
P. Freimark, its Executive Vice President and Chief Financial Officer, and
attested to by Donald C. Vaillancourt, its Secretary, this 10th day of
September, 1998.

                                    THE GRAND UNION COMPANY



                                    By:  /s/ Jeffrey P. Freimark
                                       -------------------------------------
                                         Jeffrey P. Freimark, Executive Vice
                                         President and Chief Financial
                                         Officer



Attest:

 /s/ Donald C. Vaillancourt
---------------------------------
Donald C. Vaillancourt, Secretary





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