RICHFOOD HOLDINGS INC, S-4, 1995-09-07

RICHFOOD HOLDINGS INC
S-4, 1995-09-07
GROCERIES, GENERAL LINE

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 7, 1995

REGISTRATION NO. 33-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

RICHFOOD HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
VIRGINIA 5140 54-1438602
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>

8258 RICHFOOD ROAD
MECHANICSVILLE, VIRGINIA 23111
(804) 746-6000
(Address, including Zip Code, and telephone number, including
area code, of registrant's principal executive offices)

DONALD D. BENNETT
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
8258 RICHFOOD ROAD
MECHANICSVILLE, VIRGINIA 23111
(804) 746-6000
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)

THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO:

<TABLE>
<S> <C>
GARY E. THOMPSON ISAAC M. NEUBERGER
HUNTON & WILLIAMS NEUBERGER, QUINN, GIELEN, RUBIN & GIBBER, P.A.
RIVERFRONT PLAZA, EAST TOWER COMMERCE PLACE, 27TH FLOOR
951 EAST BYRD STREET ONE SOUTH STREET
RICHMOND, VIRGINIA 23219 BALTIMORE, MARYLAND 21202
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.
CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Common Stock, no par
value................ 10,011,091 shares (1) $231,147,795.10(2) $33,660.82(2)
</TABLE>

(1) Not applicable.
(2) This Registration Statement covers shares of the common stock of Richfood
Holdings, Inc. ("Richfood"), into which shares of the common stock of Super
Rite Corporation ("Super Rite") will be converted pursuant to the terms of
the Merger described herein at an exchange ratio of 1.0205 shares of
Richfood common stock for each outstanding share of Super Rite common stock.
This Registration Statement covers the maximum number of shares of Richfood
common stock that may be issued in exchange for up to 9,809,986 shares of
Super Rite common stock. Pursuant to Rule 457(f) under the Securities Act of
1933, as amended (the "Securities Act"), the registration fee is based on
the average of the high ($23.625) and low ($23.50) sale prices of the
common stock of Super Rite on August 30, 1995, as reported on The Nasdaq
National Market. The registration fee calculated in accordance with Rule
457(f) under the Securities Act is $79,706.14. Pursuant to Rule 0-11(a)(2)
under the Securities Exchange Act of 1934, as amended, the registration fee
has been reduced by an amount equal to the fee ($46,045.32) paid upon the
filing with the Commission of the preliminary proxy materials of Richfood
and Super Rite on July 26, 1995.

<PAGE>
RICHFOOD HOLDINGS, INC.
CROSS-REFERENCE SHEET

ITEM
NUMBER CAPTION CAPTION IN PROSPECTUS

<S> <C> <C>
1 Forepart of Registration Statement and Outside Front Cover Page of
Prospectus............................................................ Outside Front Cover Page

2 Inside Front and Outside Back Cover Pages of Prospectus............... Available Information; Incorporation of
Certain Documents by Reference; Table of
Contents

3 Risk Factors, Ratio of Earnings to Fixed Charges and Other
Information........................................................... Summary; The Meetings; The Merger

4 Terms of the Transaction.............................................. Summary; The Merger; Certain Federal Income
Tax Consequences; Comparison of
Shareholders' Rights; Appendix I; Appendix
II

5 Pro Forma Financial Information....................................... Index to Financial Information

6 Material Contacts with the Company Being Acquired..................... Summary; The Merger

7 Additional Information Required for Reoffering by Persons and Parties
Deemed to be Underwriters............................................. Not Applicable

8 Interests of Named Experts and Counsel................................ Not Applicable

9 Disclosure of Commission Position on Indemnification for Securities
Act Liabilities....................................................... Not Applicable

10 Information with Respect to S-3 Registrants........................... Available Information; Incorporation of
Certain Documents by Reference; Summary;
Business of Richfood

11 Incorporation of Certain Information by Reference..................... Incorporation of Certain Documents by
Reference

12 Information with Respect to S-2 or S-3 Registrants.................... Not Applicable

13 Incorporation of Certain Information by Reference..................... Not Applicable

14 Information with Respect to Registrants other than S-2 or S-3
Registrants........................................................... Not Applicable

15 Information with Respect to S-3 Companies............................. Available Information; Incorporation of
Certain Documents by Reference; Summary;
Business of Super Rite

16 Information with Respect to S-2 or S-3 Companies...................... Not Applicable

17 Information with Respect to Companies other than S-2 or S-3
Companies............................................................. Not Applicable

18 Information if Proxies, Consents or Authorizations are
to be Solicited....................................................... Outside Front Cover Page; Incorporation of
Certain Documents by Reference; Summary; The
Meetings; The Merger

19 Information if Proxies, Consents or Authorizations are Not to be
Solicited or in an Exchange Offer..................................... Not Applicable
</TABLE>

<PAGE>

[Richfood Logo]

September 7, 1995

Dear Richfood Shareholder:

We are pleased to invite you to attend the 1995 Annual Meeting of
Shareholders of Richfood Holdings, Inc., to be held at the Crestar Auditorium,
Crestar Bank, 919 East Main Street, Richmond, Virginia, on October 12, 1995, at
10:00 a.m., local time. At the meeting, you will have an opportunity to consider
and vote on an Agreement and Plan of Reorganization between Richfood and Super
Rite Corporation, pursuant to which a wholly-owned subsidiary of Richfood will
merge with and into Super Rite.

The Agreement and Plan of Reorganization generally provides for a tax-free
exchange in which Super Rite common shareholders will receive 1.0205 shares of
Richfood common stock for each Super Rite share held. Immediately following the
merger, former holders of Super Rite common stock collectively will hold
approximately 31% of the outstanding common stock of Richfood.

The Agreement and Plan of Reorganization has been approved by the Board of
Directors of each company and recommended unanimously by them to their
respective shareholders. Richfood's Board of Directors and management believe
that the proposed merger will provide long-term strategic advantages to Richfood
and its shareholders.

The enclosed Notice of Meeting and Joint Proxy Statement/Prospectus explain
the proposed merger and provide specific information concerning the Annual
Meeting. Please read these materials carefully and thoughtfully consider the
information contained in them. Your vote on the Agreement and Plan of
Reorganization is of great importance.

At the Annual Meeting, you also will be asked to elect 13 directors of
Richfood to serve until the 1996 Annual Meeting and to ratify the appointment of
KPMG Peat Marwick LLP as independent auditors for Richfood for the current
fiscal year.

Whether or not you plan to attend the Annual Meeting, you are urged to
complete, sign and return promptly the enclosed proxy card to assure that your
shares will be voted at the meeting. The merger is an important step for
Richfood and its shareholders. On behalf of the Board of Directors, I urge you
to vote FOR approval of the Agreement and Plan of Reorganization.

Sincerely,

/s/ DONALD D. BENNETT

DONALD D. BENNETT
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER

<PAGE>

[Super Rite Letterhead]

September 7, 1995

Dear Super Rite Stockholder:

You are cordially invited to attend the special meeting of stockholders of
Super Rite Corporation to be held at the Sheraton East, 800 East Park Drive,
Harrisburg, Pennsylvania, on October 12, 1995, at 10:00 a.m., local time. At
this meeting, you will be asked to consider and vote on an Agreement and Plan of
Reorganization between Richfood Holdings, Inc. and Super Rite and a related Plan
of Merger pursuant to which a wholly-owned subsidiary of Richfood will merge
with and into Super Rite.

The Agreement and Plan of Reorganization generally provides for a tax-free
exchange in which Super Rite common stockholders will receive 1.0205 shares of
Richfood common stock for each Super Rite share held. Immediately following the
merger, former holders of Super Rite common stock collectively will hold
approximately 31% of the outstanding common stock of Richfood.

The Agreement and Plan of Reorganization and related Plan of Merger have
been unanimously approved by the Board of Directors of each company and
recommended by them to their respective stockholders. Super Rite's management
and directors believe the proposed merger of Super Rite and Richfood will result
in significant benefits to Super Rite and its stockholders.

The enclosed Notice of Meeting and Joint Proxy Statement/Prospectus explain
the proposed merger and provide specific information concerning the special
meeting. Please read these materials carefully and thoughtfully consider the
information contained in them.

Whether or not you plan to attend the special meeting, you are urged to
complete, sign and return promptly the enclosed proxy card to assure that your
shares will be voted at the meeting. The merger is an important step for Super
Rite and its stockholders. On behalf of the Board of Directors, I urge you to
vote FOR approval of the merger.

Sincerely,

/s/ ALEX GRASS

ALEX GRASS
CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER

<PAGE>

RICHFOOD HOLDINGS, INC.
8258 Richfood Road
Mechanicsville, Virginia 23111

NOTICE TO SHAREHOLDERS OF ANNUAL MEETING
TO BE HELD OCTOBER 12, 1995

TO THE SHAREHOLDERS OF RICHFOOD HOLDINGS, INC.:

NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of the Shareholders
(the "Richfood Meeting") of Richfood Holdings, Inc. ("Richfood") will be held at
the Crestar Auditorium, Crestar Bank, 919 East Main Street, Richmond, Virginia,
on October 12, 1995, at 10:00 a.m., local time:

(1) To consider and to vote upon an Agreement and Plan of Reorganization,
dated as of June 26, 1995 (the "Reorganization Agreement"), by and
between Richfood and Super Rite Corporation, a Delaware corporation
("Super Rite"), pursuant to which SR Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of Richfood, will be merged
with and into Super Rite. The Reorganization Agreement and the related
Plan of Merger provide that each outstanding share of common stock of
Super Rite will be converted into 1.0205 shares of common stock of
Richfood. Copies of the Reorganization Agreement and the Plan of Merger
are attached to the accompanying Joint Proxy Statement/Prospectus as
Appendices I and II, respectively;

(2) To elect 13 directors of Richfood to serve until the next annual
meeting of shareholders of Richfood;

(3) To ratify the appointment by the Board of Directors of KPMG Peat
Marwick LLP to serve as independent auditors for the current fiscal
year; and

(4) To transact such other business as may properly come before the
Richfood Meeting or any and all adjournments or postponements thereof.

Only shareholders of record at the close of business on August 29, 1995,
are entitled to notice of, and to vote at, the Richfood Meeting.

PLEASE READ THE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY.

Whether or not you plan to attend the Richfood Meeting in person, you are
requested to sign, date and return the enclosed proxy card in the enclosed
prepaid envelope as soon as possible. Shareholders attending the Richfood
Meeting may vote in person even if they have returned a proxy card.

By Order of the Board of Directors,

/s/ DANIEL R. SCHNUR

DANIEL R. SCHNUR
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY

Richmond, Virginia
September 7, 1995

YOUR VOTE IS IMPORTANT. PLEASE COMPLETE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY CARD IMMEDIATELY.

<PAGE>

SUPER RITE CORPORATION
P.O. Box 2261
Harrisburg, Pennsylvania 17105

NOTICE TO STOCKHOLDERS OF SPECIAL MEETING
TO BE HELD OCTOBER 12, 1995

TO THE STOCKHOLDERS OF SUPER RITE CORPORATION:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the "Super
Rite Meeting") of Super Rite Corporation ("Super Rite") will be held at the
Sheraton East, 800 East Park Drive, Harrisburg, Pennsylvania, on October 12,
1995, at 10:00 a.m., local time:

1. To consider and vote upon: (A) an Agreement and Plan of Reorganization,
dated as of June 26, 1995 (the "Reorganization Agreement"), by and
between Richfood Holdings, Inc., a Virginia corporation ("Richfood") and
Super Rite; and (B) the related Plan of Merger (the "Plan of Merger"),
pursuant to which SR Acquisition, Inc., a Delaware corporation and
wholly-owned subsidiary of Richfood, will merge with and into Super Rite
and each share of common stock of Super Rite will be converted into
1.0205 shares of Richfood common stock. Copies of the Reorganization
Agreement and the Plan of Merger are attached to the accompanying Joint
Proxy Statement/Prospectus as Appendices I and II, respectively.

2. To transact such other business as may properly be brought before the
Super Rite Meeting or any and all adjournments or postponements thereof.

Only stockholders of record at the close of business on August 29, 1995,
are entitled to notice of, and to vote at, the Super Rite Meeting. You are
cordially invited to attend the Super Rite Meeting in person; however, whether
or not you plan to attend, we urge you to complete, date and sign the
accompanying proxy card and to return it promptly in the enclosed postage
prepaid envelope.
/s/ WILLIAM K. SCHANTZENBACH

William K. Schantzenbach
ACTING SECRETARY

Harrisburg, Pennsylvania
September 7, 1995

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY WHETHER
OR NOT YOU PLAN TO BE PRESENT AT THE SUPER RITE MEETING.
PLEASE DO NOT SEND IN ANY CERTIFICATES FOR YOUR SHARES AT THIS TIME.

<PAGE>

JOINT PROXY STATEMENT
RICHFOOD HOLDINGS, INC.
AND
SUPER RITE CORPORATION

PROSPECTUS
RICHFOOD HOLDINGS, INC.
COMMON STOCK

This Joint Proxy Statement/Prospectus is being furnished (a) to holders of
common stock of Richfood Holdings, Inc., a Virginia corporation ("Richfood"), in
connection with the solicitation of proxies by the Board of Directors of
Richfood (the "Richfood Board") for use at the 1995 Annual Meeting of
Shareholders of Richfood, or any adjournment or postponement thereof (the
"Richfood Meeting"), which is to be held on October 12, 1995, at 10:00 a.m.,
local time, at the Crestar Auditorium, Crestar Bank, 919 East Main Street,
Richmond, Virginia, and (b) to holders of common stock of Super Rite
Corporation, a Delaware corporation ("Super Rite"), in connection with the
solicitation of proxies by the Board of Directors of Super Rite (the "Super Rite
Board") for use at the special meeting of stockholders of Super Rite, or any
adjournment or postponement thereof (the "Super Rite Meeting" and, together with
the Richfood Meeting, the "Meetings"), which is to be held on October 12, 1995,
at 10:00 a.m., local time, at the Sheraton East, 800 East Park Drive,
Harrisburg, Pennsylvania. At the Meetings, shareholders of Richfood and Super
Rite will be asked to consider and vote upon a proposal to approve an Agreement
and Plan of Reorganization, dated as of June 26, 1995 (the "Reorganization
Agreement," a copy of which is attached hereto as Appendix I), by and between
Richfood and Super Rite and certain transactions contemplated thereby.
Stockholders of Super Rite also will be asked to approve the related Plan of
Merger (the "Plan of Merger," a copy of which is attached hereto as Appendix II)
providing for the merger of SR Acquisition, Inc., a Delaware corporation and
wholly-owned subsidiary of Richfood ("Merger Subsidiary"), with and into Super
Rite. The transactions contemplated by the Reorganization Agreement and the Plan
of Merger are referred to herein collectively as the "Merger." The Merger will
become effective at the date and time specified in the Certificate of Merger to
be filed with the Secretary of State of Delaware (the "Effective Time"). See
"The Merger -- The Reorganization Agreement." Shareholders of Richfood also will
be asked to elect 13 directors of Richfood to serve until the 1996 annual
meeting of shareholders of Richfood and to ratify the appointment of KPMG Peat
Marwick LLP as independent auditors for Richfood for the current fiscal year.

Richfood has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-4 (together with all
amendments, exhibits and schedules thereto, the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"), covering up to
10,011,091 shares of common stock, no par value, of Richfood (the "Richfood
Common Stock") that may be issued in accordance with the Reorganization
Agreement to holders of outstanding shares of common stock, no par value, $.01
stated value per share, of Super Rite (the "Super Rite Common Stock"). The
Richfood Common Stock is included on The Nasdaq National Market ("Nasdaq") under
the symbol RCHF. This Joint Proxy Statement/Prospectus also constitutes the
Prospectus of Richfood filed as part of the Registration Statement.

Immediately following the Effective Time, former holders of Super Rite
Common Stock will hold approximately 31% of the outstanding shares of Richfood
Common Stock.

This Joint Proxy Statement/Prospectus, the Notice of Annual Meeting of
Shareholders of Richfood, the Notice of Special Meeting of Stockholders of Super
Rite and the accompanying proxy cards are first being mailed to the respective
shareholders of Richfood and Super Rite on or about September 7, 1995.

NEITHER THE MERGER NOR THE SECURITIES TO BE ISSUED PURSUANT TO THIS JOINT PROXY
STATEMENT/PROSPECTUS HAS BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR
ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Joint Proxy Statement/Prospectus is September 7, 1995.

<PAGE>

AVAILABLE INFORMATION

Richfood and Super Rite are each subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, file reports, proxy statements and other information with
the Commission. Such reports, proxy statements and other information filed with
the Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549, and at the following Regional Offices of the
Commission: 500 West Madison Street, Suite 1400, Chicago, Illinois 60661; and 7
World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549.

Shares of Richfood Common Stock and Super Rite Common Stock are included on
Nasdaq, and proxy statements, reports and other information concerning Richfood
and Super Rite can be inspected and copied at the offices of the National
Association of Securities Dealers, Inc. (the "NASD"), 1735 K Street, N.W.,
Washington, D.C. 20006.

Richfood has filed the Registration Statement with the Commission with
respect to the Richfood Common Stock to be issued in the Merger. This Joint
Proxy Statement/Prospectus does not include all of the information set forth in
the Registration Statement, as permitted by the rules and regulations of the
Commission. The Registration Statement, including any amendments, schedules and
exhibits filed or incorporated by reference as a part thereof, is available for
inspection and copying as set forth above. Statements contained in this Joint
Proxy Statement/Prospectus or in any document incorporated herein by reference
as to the contents of any contract or other document referred to herein or
therein are not necessarily complete, and in each instance reference is made to
the copy of such contract or other document filed as an exhibit to the
Registration Statement or such other document, and each such statement shall be
deemed qualified in its entirety by such reference.

The information contained herein with respect to Richfood before the Merger
has been provided by Richfood, and the information contained herein with respect
to Super Rite before the Merger has been provided by Super Rite.

No person has been authorized to give any information or make any
representation in connection with the solicitation of proxies or the offering of
securities made hereby other than those contained or incorporated by reference
in this Joint Proxy Statement/Prospectus and, if given or made, such information
or representation must not be relied upon as having been authorized by Richfood
or Super Rite. This Joint Proxy Statement/Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy the securities covered by
this Joint Proxy Statement/Prospectus or a solicitation of a proxy in any
jurisdiction where, or to or from any person to whom, it is unlawful to make
such offer, solicitation of an offer or proxy solicitation. Neither the delivery
of this Joint Proxy Statement/Prospectus nor any distribution of securities made
hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of Richfood or Super Rite since the date hereof or
that the information contained or incorporated by reference herein is correct as
of any time subsequent to its date.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed by Richfood with the Commission
under the Exchange Act are incorporated herein by reference:

(a) Richfood's Annual Report on Form 10-K for the fiscal year ended
April 29, 1995, as amended by Form 10-K/A1 filed with the Commission on
Septebmer 6, 1995;

(b) Richfood's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 22, 1995; and

The following documents previously filed by Super Rite with the Commission
under the Exchange Act are incorporated herein by reference:

(a) Super Rite's Annual Report on Form 10-K for the fiscal year ended
March 4, 1995 as amended by Form 10-K/A filed with the Commission on
September 6, 1995;

(b) Super Rite's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 3, 1995; and

<PAGE>

All documents filed by Richfood and Super Rite pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Joint Proxy
Statement/Prospectus and prior to the Meetings shall be deemed to be
incorporated by reference into this Joint Proxy Statement/Prospectus and to be a
part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
subsequently filed document that is or is deemed to be incorporated by reference
herein) modifies or supersedes such previous statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.

THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
THAT ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN
EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY
REFERENCE HEREIN) ARE AVAILABLE WITHOUT CHARGE, UPON WRITTEN OR ORAL REQUEST BY
ANY PERSON TO WHOM THIS JOINT PROXY STATEMENT/PROSPECTUS HAS BEEN DELIVERED, IN
THE CASE OF DOCUMENTS RELATING TO RICHFOOD, FROM DANIEL R. SCHNUR, SENIOR VICE
PRESIDENT, GENERAL COUNSEL AND SECRETARY, P. O. BOX 26967, RICHMOND, VIRGINIA
23261 (TELEPHONE NUMBER: (804) 746-6000) AND, IN THE CASE OF DOCUMENTS RELATING
TO SUPER RITE, FROM WILLIAM K. SCHANTZENBACH, VICE PRESIDENT OF FINANCE AND
CHIEF FINANCIAL OFFICER AND ACTING SECRETARY, P. O. BOX 2261, HARRISBURG,
PENNSYLVANIA 17105 (TELEPHONE NUMBER: (717) 232-6821). IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS, ANY SUCH REQUEST SHOULD BE MADE BY OCTOBER 5, 1995.

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
AVAILABLE INFORMATION.................................................................. i

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE........................................ i

SUMMARY................................................................................ 1
The Companies........................................................................ 1
The Meetings; Votes Required......................................................... 1
The Merger........................................................................... 2
Comparison of Shareholders' Rights................................................... 4
Certain Federal Income Tax Consequences.............................................. 4
Shareholders' Rights of Dissent and Appraisal........................................ 4
Comparative Market Price and Dividend Data........................................... 5
Selected Historical and Pro Forma Financial Data..................................... 6

THE MEETINGS........................................................................... 9
Times and Places; Purposes........................................................... 9
Voting Rights; Votes Required for Approval........................................... 9
Proxies.............................................................................. 10

THE MERGER
(Proposal 1)........................................................................... 11
General; Effective Time.............................................................. 11
Exchange Ratio; Exchange of Shares................................................... 11
Background and Negotiation of the Merger............................................. 11
Reasons for the Merger............................................................... 13
Recommendations of the Boards of Directors........................................... 14
Opinions of Financial Advisors....................................................... 14
The Reorganization Agreement......................................................... 20
Interests of Certain Persons in the Merger........................................... 25
Accounting Treatment................................................................. 27
Super Rite Foods Senior Notes........................................................ 27
Certain Consequences of the Merger................................................... 27
Stockholder Litigation............................................................... 27

CERTAIN FEDERAL INCOME TAX CONSEQUENCES................................................ 27

BUSINESS OF RICHFOOD................................................................... 28

BUSINESS OF SUPER RITE................................................................. 28

COMPARISON OF SHAREHOLDERS' RIGHTS..................................................... 29
Authorized Capital Stock............................................................. 29
Directors............................................................................ 29
Removal of Directors................................................................. 30
Vacancies on the Board of Directors.................................................. 30
Notice of Shareholder Nominations of Directors and Shareholder Proposals............. 31
Director Standard of Conduct......................................................... 32
Limitations on Director Liability.................................................... 32
Indemnification...................................................................... 32
Mergers, Share Exchanges and Sales of Assets......................................... 33
Anti-takeover Statutes............................................................... 33
Amendments to Articles of Incorporation.............................................. 34
Amendments to Bylaws................................................................. 34
Dissenters' Rights................................................................... 35
Transfer Restrictions................................................................ 36
</TABLE>

iii

<PAGE>
<TABLE>
<CAPTION>
PAGE
ELECTION OF DIRECTORS OF RICHFOOD
<S> <C>
(Proposal 2)........................................................................... 36
Nominees for Election to the Richfood Board.......................................... 37
Richfood Board and Committees........................................................ 38
Security Ownership of Certain Beneficial Owners and Management of Richfood........... 39
Section 16(a) Compliance............................................................. 40

RICHFOOD EXECUTIVE COMPENSATION........................................................ 40
Richfood Executive Compensation Committee Report on Executive Compensation........... 40
Summary of Cash and Certain Other Compensation....................................... 42
Grants of Stock Options and SARs..................................................... 43
Option/SAR Exercises and Holdings.................................................... 44
Richfood Pension Plan Table.......................................................... 44
Employment and Severance Benefits Agreement.......................................... 44
Richfood Performance Graph........................................................... 46
Certain Relationships and Related Transactions of Richfood........................... 46
Richfood Compensation Committee Interlocks and Insider Participation................. 47

SELECTION OF AUDITORS OF RICHFOOD
(Proposal 3)........................................................................... 48

LEGAL MATTERS.......................................................................... 48

EXPERTS................................................................................ 48

SHAREHOLDER PROPOSALS.................................................................. 48

OTHER MATTERS.......................................................................... 48

INDEX TO FINANCIAL INFORMATION......................................................... F-1

APPENDICES:
</TABLE>

<TABLE>
<S> <C>
Agreement and Plan of Reorganization, dated June 26, 1995, by and between
Richfood Holdings, Inc. and Super Rite Corporation.......................... Appendix I
Plan of Merger of SR Acquisition, Inc. with and into Super Rite
Corporation................................................................. Appendix II
Opinion of Wheat, First Securities, Inc...................................... Appendix III
Opinion of Donaldson, Lufkin & Jenrette Securities Corporation............... Appendix IV
</TABLE>

<PAGE>

SUMMARY

THE FOLLOWING SUMMARY IS INTENDED ONLY TO HIGHLIGHT CERTAIN INFORMATION
CONTAINED ELSEWHERE IN THIS JOINT PROXY STATEMENT/PROSPECTUS. THIS SUMMARY IS
NOT INTENDED TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION CONTAINED ELSEWHERE HEREIN, THE APPENDICES HERETO AND THE
DOCUMENTS INCORPORATED BY REFERENCE OR OTHERWISE REFERRED TO HEREIN.
SHAREHOLDERS ARE URGED TO REVIEW THE ENTIRE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY, INCLUDING THE APPENDICES HERETO.

THE COMPANIES

RICHFOOD

Richfood is the largest wholesale food distributor in its Mid-Atlantic
operating region and the fifth largest publicly owned wholesale food distributor
in the United States. Richfood supplies a complete selection of national brand
and private label grocery products, frozen foods, dairy products, fresh produce
items, meats, delicatessen and bakery products, and non-food items to more than
1,500 retail grocery stores throughout the Mid-Atlantic region. Richfood offers
its customers a dependable supply and prompt delivery of over 28,500 grocery and
non-grocery items at competitive prices. The mailing address and telephone
number of Richfood's principal executive offices are P.O. Box 26967, Richmond,
Virginia 23261, (804) 746-6000. See "Business of Richfood."

SUPER RITE

Super Rite, together with its subsidiaries, is a full-service wholesale and
retail grocery company, supplying approximately 240 supermarkets with more than
13,000 national brand and 1,000 private label grocery items and operating 15
retail grocery stores in the Metropolitan Baltimore, Maryland, and Dover,
Delaware, markets. The mailing address and telephone number of Super Rite's
principal executive offices are P.O. Box 2261, Harrisburg, Pennsylvania 17105,
(717) 232-6821. See "Business of Super Rite."

THE MEETINGS; VOTES REQUIRED

RICHFOOD

The Richfood Meeting will be held at the Crestar Auditorium, Crestar Bank,
919 East Main Street, Richmond, Virginia, on October 12, 1995, at 10:00 a.m.,
local time. At the Richfood Meeting, holders of Richfood Common Stock will be
asked to consider and vote upon a proposal to approve the Reorganization
Agreement, which is summarized below and described in more detail elsewhere in
this Joint Proxy Statement/Prospectus. See "The Merger." In addition, Richfood
shareholders will be asked to elect 13 directors of Richfood to serve until the
1996 Annual Meeting of Shareholders of Richfood and to ratify the appointment of
KPMG Peat Marwick LLP as independent auditors for Richfood for the current
fiscal year. See "Election of Directors of Richfood" and "Selection of Auditors
of Richfood."

Holders of record of Richfood Common Stock at the close of business on
August 29, 1995 (the "Richfood Record Date"), have the right to receive notice
of, and vote at, the Richfood Meeting. Each share of Richfood Common Stock is
entitled to one vote on each matter that is properly presented to shareholders
for a vote at the Richfood Meeting. Under Richfood's listing agreement with
Nasdaq, the affirmative vote of a majority of the votes cast at the Richfood
Meeting (assuming a quorum is present) is required to approve the Reorganization
Agreement. Under Richfood's Amended and Restated Articles of Incorporation (the
"Richfood Articles") and the Virginia Stock Corporation Act, as amended (the
"VSCA"), directors are elected by a plurality of the votes cast by holders of
Richfood Common Stock at a meeting at which a quorum is present. The affirmative
vote of a majority of the votes cast at the Richfood Meeting (assuming a quorum
is present) is required to ratify the appointment of KPMG Peat Marwick LLP as
independent auditors for Richfood. For information with respect to the treatment
of abstentions, shares held of record by a broker, as nominee ("Broker Shares"),
that are not voted and properly executed but unmarked proxy cards, see "The
Meetings -- Voting Rights; Votes Required for Approval" and " -- Proxies." As of
the Richfood Record Date, Richfood's directors, executive officers and their
affiliates owned 1,714,076 shares of Richfood Common Stock, representing
approximately 8.0% of the shares of Richfood Common Stock outstanding on such
date.

SUPER RITE

The Super Rite Meeting will be held at the Sheraton East, 800 East Park
Drive, Harrisburg, Pennsylvania, on October 12, 1995, at 10:00 a.m., local time.
At the Super Rite Meeting, holders of Super Rite Common Stock will be asked to

<PAGE>

consider and vote upon a proposal to approve the Reorganization Agreement and
the Plan of Merger, which are summarized below and described in more detail
elsewhere in this Joint Proxy Statement/Prospectus. See "The Merger."

Holders of record of Super Rite Common Stock at the close of business on
August 29, 1995 (the "Super Rite Record Date"), have the right to receive notice
of, and vote at, the Super Rite Meeting. Each share of Super Rite Common Stock
is entitled to one vote on each matter that is properly presented to
stockholders for a vote at the Super Rite Meeting. Under Super Rite's Restated
Certificate of Incorporation (the "Super Rite Certificate") and the General
Corporation Law of
Delaware, as amended (the "DGCL"), the affirmative vote of the holders of a
majority of the shares of Super Rite Common Stock issued and outstanding on the
Super Rite Record Date is required to approve and adopt the Reorganization
Agreement and the Plan of Merger. For information with respect to the treatment
of abstentions, Broker Shares that are not voted and properly executed but
unmarked proxy cards, see "The Meetings -- Voting Rights; Votes Required for
Approval" and " -- Proxies."

As of the Super Rite Record Date, Super Rite's directors, executive
officers and their affiliates owned 4,058,714 shares of Super Rite Common Stock,
representing 42.39% of the shares of Super Rite Common Stock outstanding on such
date. Certain members of the family of Alex Grass, the Chairman and Chief
Executive Officer of Super Rite, and certain directors and officers of Super
Rite and their affiliates, who collectively owned 4,857,738 shares, or 50.74%,
of the outstanding Super Rite Common Stock as of the Super Rite Record Date,
have executed letter agreements with Richfood pursuant to which they have agreed
to vote all of their shares of Super Rite Common Stock for approval of the
Reorganization Agreement and the Plan of Merger, unless the Super Rite Board
recommends to the Super Rite stockholders a Superior Proposal (as defined below
under "The Merger -- Termination; Amendment and Waiver") or otherwise, in the
exercise of its fiduciary duties upon the advice of counsel, withdraws, amends
or modifies in any manner adverse to Richfood its favorable recommendation of
the Plan of Merger. The vote of such persons in accordance with the letter
agreements would be sufficient to approve the Reorganization Agreement and the
Plan of Merger without any action on the part of any other holder of Super Rite
Common Stock.

THE MERGER

OVERVIEW; EXCHANGE RATIO

Pursuant to the Reorganization Agreement, Merger Subsidiary will be merged
with and into Super Rite. Super Rite will be the surviving corporation of the
Merger. Upon consummation of the Merger, each outstanding share of Super Rite
Common Stock will be converted into 1.0205 shares of Richfood Common Stock (the
"Exchange Ratio"), representing a value of $22.00 per share of Super Rite Common
Stock, based upon the average of the closing sale prices for Richfood Common
Stock, as reported on Nasdaq, for the 30 trading days prior to June 26, 1995.
The average of the closing sale prices for Super Rite Common Stock, as reported
on Nasdaq, for the same period was $16.50. Accordingly, the Exchange Ratio
implies a premium to Super Rite stockholders of approximately 33% over the
average market value of their Super Rite Common Stock for such period. See "The
Merger -- Exchange Ratio; Exchange of Shares."

As of the close of business on the Richfood Record Date, there were
21,431,645 shares of Richfood Common Stock outstanding. Richfood
will issue up to 10,011,091 shares of Richfood Common Stock in the Merger.
Immediately following the Effective Time, former holders of Super Rite Common
Stock collectively will hold approximately 31% of the outstanding shares of
Richfood Common Stock.

EFFECTIVE TIME

It is presently expected that the Effective Time will occur as soon as
practicable following approval of the Reorganization Agreement by the Richfood
shareholders and approval of the Reorganization Agreement and Plan of Merger by
the Super Rite stockholders and, in any event, no later than December 31, 1995.
See "The Merger -- General; Effective Time."

RECOMMENDATIONS; REASONS FOR THE MERGER

The Richfood Board and the Super Rite Board believe that the Reorganization
Agreement, and the related Plan of Merger, are fair to and in the best interests
of the shareholders of their respective companies. The Boards have unanimously
approved the Reorganization Agreement and the transactions contemplated thereby.
The Richfood Board recommends that the shareholders of Richfood vote for
approval of the Reorganization Agreement. The Super Rite Board recommends that
the stockholders of Super Rite vote for approval of the Reorganization Agreement
and the Plan of Merger.

<PAGE>

The recommendations of the Richfood Board and the Super Rite Board are
based on their evaluations of the opportunities to increase shareholder value by
realizing the significant savings and increased sales anticipated as a result of
the Merger and the other factors set forth below under "The Merger -- Reasons
for the Merger."

OPINIONS OF FINANCIAL ADVISORS

On June 26, 1995, prior to the execution of the Reorganization Agreement,
Wheat, First Securities, Inc. ("Wheat") rendered to the Richfood Board its
opinion to the effect that, as of such date, the Exchange Ratio was fair, from a
financial point of view, to holders of Richfood Common Stock. Wheat has
reconfirmed such opinion by delivery to the Richfood Board of a written opinion
dated the date hereof. Fees payable by Richfood to Wheat are conditioned upon
consummation of the Merger. See "The Merger -- Opinions of Financial
Advisors -- Wheat."

On June 22, 1995, Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ") delivered its oral opinion to the Super Rite Board that the exchange
ratio (which had not yet been determined, but was assumed to be 1.01149) was
fair, from a financial point of view, to the holders of Super Rite Common Stock.
On September 7, 1995, DLJ delivered its written opinion to the Super Rite Board
that the Exchange Ratio is fair, from a financial point of view, to holders of
Super Rite Common Stock. See "The Merger -- Opinions of Financial
Advisors -- DLJ."

Richfood and Super Rite shareholders are urged to read carefully the
opinions of Wheat and DLJ, dated as of the date hereof, which are set forth in
their entirety as Appendices III and IV, respectively, to this Joint Proxy
Statement/Prospectus, for a description of the factors considered and
assumptions made by Wheat and DLJ in rendering their respective opinions. See
"The Merger -- Opinions of Financial Advisors."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Certain of the officers and directors of Super Rite have interests in the
Merger in addition to their interests as shareholders. A condition to Richfood's
obligation to consummate the Merger is that Super Rite enter into three-year
consulting agreements with Alex Grass and Martin Grass providing for annual
payments equal to their current annual compensation of $250,000 and $100,000,
respectively. Super Rite Foods, Inc., a wholly-owned subsidiary of Super Rite
("Super Rite Foods"), intends to enter into employment agreements with the
following executive officers (the "Executives") of Super Rite Foods: Peter
Vanderveen, President and Chief Operating Officer; John Ryder, Vice President
and President of Retail Operations; William K. Schantzenbach, Vice President of
Finance and Chief Financial Officer; Curt Hudson, Vice President, Management
Information Systems; and David Gundling, Vice President, Assistant Secretary and
Assistant Treasurer. The agreements will provide that the Executives will
continue to serve in their respective present positions at Super Rite Foods for
three years following the Closing Date (as defined in the Reorganization
Agreement) in exchange for annual payments to be determined by the Board of
Directors, but which may not be less than the Executives' current annual
compensation.

Certain directors and officers of Super Rite and members of their immediate
families who would otherwise be subject to restrictions on resale pursuant to
Rule 145 under the Securities Act will have registration rights with respect to
the Richfood Common Stock to be issued to them in the Merger.

For a period of three years after the Effective Time, Richfood has agreed
to cause Super Rite to maintain in favor of the directors and officers of Super
Rite, with respect to matters occurring prior to the Effective Time, the
indemnification provisions of the Super Rite Certificate and the Bylaws of Super
Rite (the "Super Rite Bylaws") and, to the extent available, directors' and
officers' liability insurance consistent with that currently maintained by Super
Rite.

A condition to Richfood's obligation to consummate the Merger is that Super
Rite Foods amend the leases for its distribution center, refrigerated warehouse
and two of its retail grocery store locations (the "Related Party Leases"), the
lessors of which are entities in which Alex Grass and Martin Grass have
interests. The Related Party Leases are to be amended to extend the terms of the
leases for the distribution center and refrigerated warehouse at what Richfood
considers to be fair market rentals and to include certain additional provisions
for the benefit of the tenant. Richfood will guarantee Super Rite Foods'
obligations under the Related Party Leases. Super Rite Foods is negotiating
leases for two new retail grocery store locations with lessors in which Alex
Grass and Martin Grass have interests.

See "The Merger -- Interests of Certain Persons in the Merger."

BOARD OF DIRECTORS, MANAGEMENT AND HEADQUARTERS OF RICHFOOD

The present Richfood Board and the management and headquarters of Richfood
will remain unchanged following the Merger.

<PAGE>

CONDITIONS TO THE MERGER

The consummation of the Merger is subject to various conditions, including
(i) approval of the Reorganization Agreement by the shareholders of Richfood and
approval of the Reorganization Agreement and the Plan of Merger by the
stockholders of Super Rite, and (ii) that the last sale price of Richfood Common
Stock, as reported on Nasdaq, for the last full day on which Richfood Common
Stock is traded before the Effective Time is not less than $18.33. See "The
Merger -- The Reorganization Agreement -- Conditions to the Merger."

TERMINATION OF THE REORGANIZATION AGREEMENT

The Reorganization Agreement is subject to termination at the option of
either Richfood or Super Rite if the Merger is not consummated on or before
December 31, 1995 (unless the failure to consummate is due to the failure of the
party seeking to terminate the Reorganization Agreement to fulfill any of its
obligations thereunder), and prior to such time upon the occurrence of certain
events. If the Reorganization Agreement is terminated in certain circumstances
involving the receipt by Super Rite of a proposal for a transaction which the
Super Rite Board believes is more favorable, from a financial point of view, to
Super Rite's shareholders or the breach by Super Rite of certain of its
covenants, representations and warranties under the Reorganization Agreement,
Super Rite will pay to Richfood a termination fee of $7.5 million. See "The
Merger -- The Reorganization Agreement -- Termination; Amendment and Waiver."

ACCOUNTING TREATMENT

The Merger is expected to be accounted for using the pooling-of-interests
method of accounting for financial reporting purposes. See "The
Merger -- Accounting Treatment."

COMPARISON OF SHAREHOLDERS' RIGHTS

Richfood is incorporated under the laws of Virginia and Super Rite is
incorporated under the laws of Delaware. Super Rite stockholders, whose rights
are currently governed by Delaware law, the Super Rite Certificate and the Super
Rite Bylaws, will, upon consummation of the Merger, become shareholders of
Richfood, and their rights as such will be governed by Virginia law, the
Richfood Articles and the Amended and Restated Bylaws of Richfood (the "Richfood
Bylaws"). See "Comparison of Shareholders' Rights."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Richfood and Super Rite have received the opinions of Hunton & Williams,
counsel to Richfood, and Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., counsel
to Super Rite, to the effect that the Merger will qualify as a "reorganization"
as defined in Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), with the result that Super Rite stockholders will not recognize
gain or loss on the exchange of Super Rite Common Stock for Richfood Common
Stock, except with respect to the receipt of cash in lieu of fractional shares.
A condition to consummation of the Merger is the receipt by each of Richfood and
Super Rite of opinions from Hunton & Williams and Neuberger, Quinn, Gielen,
Rubin & Gibber, P.A., as of the date of the Effective Time of the Merger, as to
the qualification of the Merger as a tax-free reorganization and certain other
federal income tax consequences of the Merger. See "The Merger -- The
Reorganization Agreement -- Conditions to the Merger" and "Certain Federal
Income Tax Consequences."

SHAREHOLDERS' RIGHTS OF DISSENT AND APPRAISAL

Pursuant to the VSCA and the DGCL, holders of Richfood Common Stock and
Super Rite Common Stock do not have dissenters' or appraisal rights in
connection with the Merger.

<PAGE>

COMPARATIVE MARKET PRICE AND DIVIDEND DATA

Richfood Common Stock is included on Nasdaq under the symbol "RCHF." Super
Rite Common Stock is included on Nasdaq under the symbol "SUPR." The following
table sets forth, for the periods indicated, the high and low sales prices of
Richfood Common Stock and Super Rite Common Stock on Nasdaq and cash dividends
declared per common share, if any. The prices have been rounded up to the
nearest sixteenth and do not include retail markups, markdowns or commissions.
Richfood's fiscal year is a 52-53 week period ending on the Saturday nearest
April 30th. Super Rite's fiscal year is a 52-53 week period ending on the
Saturday nearest to February 29th or March 1st.

<TABLE>
<CAPTION>
RICHFOOD SUPER RITE
CASH CASH
HIGH LOW DIVIDEND HIGH LOW DIVIDEND
<S> <C> <C> <C> <C> <C> <C>
Fiscal 1993
First Quarter............................................ $ 9 11/16 $8 7/16 $.0175 $14 $11 --
Second Quarter........................................... 9 7/16 7 7/8 .0175 15 3/8 10 --
Third Quarter............................................ 10 3/4 8 1/8 .0175 10 3/4 7 3/4 --
Fourth Quarter........................................... 14 1/2 10 5/16 .0175 8 3/4 7 1/2 --

Fiscal 1994
First Quarter............................................ 15 5/8 12 3/4 .0200 9 1/4 7 1/2 --
Second Quarter........................................... 16 3/4 15 1/16 .0200 10 1/4 8 1/4 --
Third Quarter............................................ 17 1/2 15 1/4 .0200 10 3/4 9 1/4 --
Fourth Quarter........................................... 18 1/4 15 1/4 .0200 12 9 1/2 --

Fiscal 1995
First Quarter............................................ 16 3/4 13 .0250 13 1/2 11 1/4 --
Second Quarter........................................... 16 1/2 13 1/2 .0250 13 1/4 11 --
Third Quarter............................................ 17 14 1/2 .0250 14 1/4 11 --
Fourth Quarter........................................... 20 1/4 15 3/4 .0250 15 1/4 10 3/4 --

Fiscal 1996
First Quarter............................................ 24 1/4 19 1/2 .0250 16 1/8 14 3/8 --
Second Quarter (for Richfood, through September 5)....... 24 1/2 22 1/4 -- 24 1/2 15 7/8 --
Third Quarter (for Super Rite, through September 5)...... -- -- -- 24 24 --
</TABLE>

On June 23, 1995, the last trading day before Richfood and Super Rite
announced that they had signed the Reorganization Agreement, the last reported
sale price for Richfood Common Stock was $23 per share and the last reported
sale price for Super Rite Common Stock was $18 1/2 per share. Based on the
Exchange Ratio of 1.0205 shares of Richfood Common Stock for each share of Super
Rite Common Stock, as of June 23, 1995, one share of Super Rite Common Stock had
an equivalent market value of $23.47. On September 5, 1995, the last reported
sale price for Richfood Common Stock was $24 1/2 and the last reported sale
price for Super Rite Common Stock was $24.

DIVIDENDS

Richfood has paid cash dividends on Richfood Common Stock as indicated in
the table above. Super Rite historically has not paid cash dividends on Super
Rite Common Stock. Richfood expects to continue paying cash dividends on
Richfood Common Stock when justified by Richfood's financial condition. The
amount of future dividends, if any, will depend on general business conditions
encountered by Richfood, its earnings, its financial condition and capital
requirements, and such other factors as the Richfood Board may deem relevant.

<PAGE>

SELECTED HISTORICAL AND PRO FORMA FINANCIAL DATA

The following selected historical financial data of Richfood and Super Rite
have been derived from their respective historical consolidated financial
statements, and should be read in conjunction with such historical consolidated
financial statements and the notes thereto, which are incorporated herein by
reference. The selected unaudited pro forma financial data of Richfood and Super
Rite have been derived from the unaudited pro forma combined condensed financial
statements and should be read in conjunction with such pro forma statements and
the notes thereto, which are included in this Joint Proxy Statement/Prospectus
beginning at page F-1. Historical and pro forma information for certain periods
has been derived from financial statements not included herein. Following the
Merger, Super Rite will adopt Richfood's fiscal year.

For pro forma purposes, the unaudited pro forma combined condensed balance
sheet data are presented as if the Merger had occurred on the date thereof. The
unaudited pro forma combined condensed statements of earnings data are presented
as if the Merger had occurred at the beginning of the earliest period presented.
The pro forma information is presented for illustrative purposes only and is not
necessarily indicative of the financial position or operating results that would
have occurred if the Merger had been consummated as of the date thereof or at
the beginning of the earliest period presented, nor is it necessarily indicative
of the future operating results or financial position of Richfood. The pro forma
information does not give effect to any synergies that are expected to occur due
to the integration of Richfood's and Super Rite's operations. Additionally, the
pro forma information excludes (a) the transaction costs of the Merger,
estimated to be approximately $2.5 million, consisting of financial advisors',
regulatory filing, legal and accounting fees, printing expenses and
miscellaneous other expenses, and (b) the nonrecurring costs and expenses
associated with integrating the operations of the businesses.

Certain material, nonrecurring adjustments will be recorded in conjunction
with the Merger. However, the amounts of these adjustments cannot be determined
until Richfood reviews all facilities, operations and systems of Super Rite and
finalizes its plans with respect to integrating the businesses. The aggregate
amount of these adjustments will include costs and charges associated with:
consolidating operations and systems; severance pay for involuntary
terminations, early retirement and related employee benefits; conforming
accounting practices; and expenses incurred in connection with Merger. Richfood
has not yet quantified any of these adjustments, other than the estimated
transaction expenses associated with the Merger discussed in the preceding
paragraph. The impact of most of these adjustments is expected to be recorded in
the third quarter of fiscal 1996.

<PAGE>

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA -- RICHFOOD
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED FISCAL YEAR ENDED
JULY 22, JULY 23, APRIL 29, APRIL 30, MAY 1, MAY 2,
1995 1994 1995 1994 1993 1992
(12 WEEKS) (12 WEEKS) (52 WEEKS)(1) (52 WEEKS) (52 WEEKS)(2) (53 WEEKS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Sales............................ $395,776 $296,466 $ 1,520,450 $ 1,275,110 $ 1,091,438 $ 1,068,473
Earnings from continuing
operations..................... 6,366 4,868 25,401 21,734 15,843 13,771

Per common share:
Earnings from continuing
operations................... 0.30 0.23 1.19 1.02 0.75 0.66
Cash dividends declared........ 0.025 0.025 0.10 0.08 0.07 0.05

APRIL 27,
1991
(52 WEEKS)
<S> <C>
STATEMENT OF INCOME DATA:
Sales............................ $ 1,016,722
Earnings from continuing
operations..................... 9,424
Per common share:
Earnings from continuing
operations................... 0.45
Cash dividends declared........ --
</TABLE>

<TABLE>
<CAPTION>
JULY 22, APRIL 29, APRIL 30, MAY 1, MAY 2,
1995 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.................. $ 50,023 $ 43,521 $ 66,092 $ 45,429 $ 21,547
Total assets..................... 315,380 308,334 235,523 231,500 170,595
Long-term debt and capital lease
obligations.................... 49,303 50,305 47,744 48,436 12,800
Book value per common share...... 6.01 5.71

<CAPTION>
APRIL 27,
1991
<S> <C>
BALANCE SHEET DATA:
Working capital.................. $ 39,195
Total assets..................... 138,638
Long-term debt and capital lease
obligations.................... 23,675
Book value per common share......
</TABLE>

(1) Results for fiscal 1995 reflect the acquisitions of Rotelle, Inc. on August
23, 1994, and the Wholesale Division of Camellia Food Stores, Inc. on April
3, 1995.

(2) Results for fiscal 1993 reflect the acquisition of the Civilian Wholesale
Division of B. Green & Company, Inc. on January 22, 1993.

SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA -- SUPER RITE
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FISCAL QUARTER ENDED FISCAL YEAR ENDED
JUNE 3, MAY 28, MARCH 4, FEB. 26, FEB. 27, FEB. 29,
1995 1994 1995 1994 1993 1992
(13 WEEKS) (13 WEEKS) (53 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net sales.................................... $373,541 $351,118 $1,473,822 $1,259,234 $1,267,106 $1,118,506
Income (loss) before extraordinary loss...... 3,560 3,041 12,951 5,053 (158 ) 7,547
Extraordinary loss, net of tax benefit of
$3,085..................................... -- -- -- -- 5,042 --
Preferred stock dividends.................... -- -- -- -- 8,838 3,791
Net income (loss) applicable to common
stock...................................... 3,560 3,041 12,951 5,053 (14,038 ) 3,756

Per common share:
Net income (loss).......................... 0.37 0.32 1.34 0.53 (1.55 ) 0.46
Cash dividends declared.................... -- -- -- -- -- --

MARCH 2,
1991
(52 WEEKS)
<S> <C>
STATEMENT OF INCOME DATA:
Net sales.................................... $961,768
Income (loss) before extraordinary loss...... 433
Extraordinary loss, net of tax benefit of
$3,085..................................... --
Preferred stock dividends.................... 3,010
Net income (loss) applicable to common
stock...................................... (2,577)
Per common share:
Net income (loss).......................... (0.38)
Cash dividends declared.................... --
</TABLE>

<TABLE>
<CAPTION>
JUNE 3, MARCH 4, FEB. 26, FEB. 27, FEB. 29,
1995 1995 1994 1993 1992
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.............................. $ 26,358 $ 41,175 $ 33,709 $ 36,239 $ 30,013
Total assets................................. 258,712 277,085 255,772 259,439 250,075
Long-term debt, including capital leases..... 97,082 116,608 126,728 144,788 106,712
Redeemable preferred stock................... -- -- -- -- 21,141
Book value per common share.................. 5.27 4.89

<CAPTION>
MARCH 2,
1991
<S> <C>
BALANCE SHEET DATA:
Working capital.............................. $ 5,047
Total assets................................. 220,357
Long-term debt, including capital leases..... 115,218
Redeemable preferred stock................... 26,532
Book value per common share..................
</TABLE>

<PAGE>

SELECTED PRO FORMA FINANCIAL DATA -- COMBINED
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL QUARTER ENDED FISCAL YEAR ENDED
JULY 22, JULY 23, APRIL 29, APRIL 30, MAY 1,
1995 1994 1995 1994 1993(1)
<S> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Sales...................................................... $769,317 $647,584 $2,994,272 $2,546,636 $2,358,544
Earnings from continuing operations before extraordinary
loss..................................................... 9,926 7,909 38,352 22,228 15,685
Per common share:
Earnings from continuing operations before extraordinary
loss.................................................. .32 .25 1.23 .72 .52
Cash dividends declared.................................. .017 .017 .07 .06 .05
</TABLE>

<TABLE>
<CAPTION>
JULY 22, APRIL 29, APRIL 30, MAY 1,
1995 1995 1994 1993(1)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............................................ $ 76,381 $ 84,696 $ 99,801 $ 81,668
Total assets............................................... 574,092 585,419 491,295 490,939
Long-term debt and capital lease obligations............... 146,385 166,913 174,472 193,224
Book value per common share................................ 5.72 5.41
</TABLE>

<TABLE>
<CAPTION>
FISCAL QUARTER ENDED FISCAL YEAR ENDED
JULY 22, JULY 23, APRIL 29, APRIL 30, MAY 1,
1995 1994 1995 1994 1993(1)
<S> <C> <C> <C> <C> <C>
SUPER RITE EQUIVALENT PRO FORMA PER SHARE INFORMATION:(2)
Earnings from continuing operations before extraordinary
loss..................................................... $ .33 $ .26 $ 1.26 $ .73 $ .53
Cash dividends declared(3)................................. .017 .017 .07 .06 .05
Book value................................................. 5.84 5.52
</TABLE>

(1) The combined unaudited financial data for the fiscal year ended May 1, 1993,
do not include Super Rite's $8,838 dividend redemption premium or $5,042
extraordinary loss.

(2) Calculated by multiplying the Exchange Ratio by the pro forma amount of each
item for the combined entity.

(3) Reflects dividends declared by Richfood.

<PAGE>
THE MEETINGS

This Joint Proxy Statement/Prospectus is furnished for use in connection
with the solicitation of proxies from the holders of Richfood Common Stock by
the Richfood Board for use at the Richfood Meeting and from the holders of Super
Rite Common Stock by the Super Rite Board for use at the Super Rite Meeting.

TIMES AND PLACES; PURPOSES

The Richfood Meeting will be held at the Crestar Auditorium, Crestar Bank,
919 East Main Street, Richmond, Virginia, on October 12, 1995, at 10:00 a.m.,
local time.

The Super Rite Meeting will be held at the Sheraton East, 800 East Park
Drive, Harrisburg, Pennsylvania, on October 12, 1995, at 10:00 a.m., local time.

At the Richfood Meeting, the shareholders of Richfood will be asked to
consider and vote upon a proposal to approve the Reorganization Agreement. In
addition, Richfood shareholders will be asked to elect 13 directors of Richfood
to serve until the 1996 Annual Meeting of Shareholders of Richfood, to ratify
the appointment of KPMG Peat Marwick LLP to serve as independent auditors for
Richfood for the current fiscal year and to transact such other business as may
properly come before the Richfood Meeting.

At the Super Rite Meeting, the stockholders of Super Rite will be asked to
consider and vote upon a proposal to approve and adopt the Reorganization
Agreement and the Plan of Merger and such other matters as may properly come
before the Super Rite Meeting. Copies of the Reorganization Agreement and the
Plan of Merger are included as Appendices I and II, respectively, to this Joint
Proxy Statement/Prospectus.

VOTING RIGHTS; VOTES REQUIRED FOR APPROVAL

RICHFOOD

The Richfood Board has fixed the close of business on August 29, 1995, as
the record date for determination of holders of Richfood Common Stock entitled
to notice of, and to vote at, the Richfood Meeting. Only holders of record of
shares of Richfood Common Stock at the close of business on the Richfood Record
Date are entitled to notice of, and to vote at, the Richfood Meeting. At the
close of business on the Richfood Record Date, there were 21,431,645 shares of
Richfood Common Stock outstanding and entitled to vote at the Richfood Meeting
held by 1,046 shareholders of record. Each holder of record of Richfood Common
Stock as of the Richfood Record Date is entitled to cast one vote per share, in
person or by proxy, on each proposal properly presented at the Richfood Meeting.
A majority of the votes entitled to be cast on matters to be considered at the
Richfood Meeting will constitute a quorum. If a share is represented for any
purpose at the meeting, it is deemed to be present for quorum purposes for all
other matters as well. Abstentions and Broker Shares that properly are voted on
any matter are included in determining the number of votes present or
represented at the meeting. Broker Shares that are not voted on any matter at
the meeting will not be included in determining whether a quorum is present at
such meeting. Pursuant to Schedule D to the Bylaws of the NASD, and Richfood's
Nasdaq listing agreement, the affirmative vote of a majority of the votes cast
by holders of Richfood Common Stock at the Richfood Meeting, assuming a quorum
is present at such Meeting, is required to approve the Reorganization Agreement.
The affirmative vote of a majority of the votes cast at the Richfood Meeting
(assuming a quorum is present) is required to ratify the appointment of KPMG
Peat Marwick LLP as independent auditors for Richfood. Abstentions and Broker
Shares that are not voted will not be counted in determining the number of votes
cast with respect to the proposals to approve the Reorganization Agreement and
to ratify the appointment of auditors. Directors are elected by a plurality of
the votes cast by holders of Richfood Common Stock at a meeting at which a
quorum is present. Votes that are withheld and Broker Shares that are not voted
in the election of directors will not be included in determining the number of
votes cast.

As of the Richfood Record Date, Richfood's directors, executive officers
and their affiliates owned 1,714,076 shares of Richfood Common Stock,
representing 8.0% of the shares of Richfood Common Stock outstanding on such
date.

SUPER RITE

The Super Rite Board has fixed the close of business on August 29, 1995, as
the Super Rite Record Date for determination of holders of Super Rite Common
Stock entitled to notice of, and to vote at, the Super Rite Meeting. Only
holders of record of shares of Super Rite Common Stock at the close of business
on the Super Rite Record Date are entitled to notice of, and to vote at, the
Super Rite Meeting. At the close of business on the Super Rite Record Date,
there were 9,573,923 shares of Super Rite Common Stock outstanding and entitled
to vote at the Super Rite Meeting held by 437 stockholders of record. Each
holder of record of Super Rite Common Stock as of the Super Rite Record Date is
entitled to cast one vote per share, in person or by proxy, on each proposal
properly presented at the Super Rite Meeting. A majority of the votes entitled
to be cast on each matter to be considered at the Super Rite Meeting will
constitute a quorum as to that matter. In accordance with the DGCL, the
affirmative vote of a majority of the votes entitled to be cast by holders of
Super Rite Common Stock is

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required to approve and adopt the Reorganization Agreement and the Plan of
Merger. Abstentions and Broker Shares that are not voted will have the same
effect as negative votes with respect to the proposal to approve and adopt the
Reorganization Agreement and the Plan of Merger.

As of the Super Rite Record Date, Super Rite's directors, executive
officers and their affiliates owned 4,058,714 shares of Super Rite Common Stock,
representing 42.39% of the shares of Super Rite Common Stock outstanding on such
date. Certain members of the family (and trusts for their benefit) of Alex
Grass, the current Chairman of the Board and Chief Executive Officer of Super
Rite, and certain directors and officers of Super Rite and their affiliates, who
as of the Super Rite Record Date collectively owned 4,857,738 shares, or 50.74%,
of the Super Rite Common Stock outstanding on such date, have executed letter
agreements with Richfood in which they have agreed to vote all of their shares
of Super Rite Common Stock for approval of the Reorganization Agreement and the
Plan of Merger, unless the Super Rite Board recommends to the Super Rite
stockholders a Superior Proposal (as defined below under "The Merger -
Termination; Amendment and Waiver") or otherwise, in the exercise of its
fiduciary duties upon the advice of counsel, withdraws, amends or modifies in
any manner adverse to Richfood its favorable recommendation of the Plan of
Merger. The vote of such persons in accordance with such letter agreements would
be sufficient to approve and adopt the Reorganization Agreement and the Plan of
Merger without any action on the part of any other holder of Super Rite Common
Stock.

PROXIES

All shares of Richfood Common Stock and Super Rite Common Stock represented
by properly executed proxy cards received prior to or at the Richfood Meeting or
Super Rite Meeting, respectively, and not revoked, will be voted in accordance
with the instructions indicated in such proxy cards. If no instructions are
indicated on properly executed proxies representing shares of Richfood Common
Stock, such proxies will be voted FOR approval of the Reorganization Agreement,
FOR election of the 13 directors and FOR ratification of KPMG Peat Marwick LLP
as independent auditors. If no instructions are indicated on properly executed
proxies representing shares of Super Rite Common Stock, such proxies will be
voted FOR approval and adoption of the Reorganization Agreement and the Plan of
Merger. A properly executed proxy card representing shares of Richfood Common
Stock marked "ABSTAIN" with respect to any proposal, although counted for
purposes of determining whether there is a quorum and for purposes of
determining the aggregate number of shares represented and entitled to vote at
the Richfood Meeting, will not be voted on that matter. A properly executed
proxy card representing shares of Super Rite Common Stock marked "ABSTAIN,"
although counted for purposes of determining whether there is a quorum present
with respect to a matter, will not be voted.

If any other matters are properly presented for consideration at the
Richfood Meeting or Super Rite Meeting, the persons named in the Richfood proxy
card and Super Rite proxy card, respectively, will have discretionary authority
to vote on such matters. If necessary, and unless the shares represented by the
proxy were voted against the applicable proposals therein, the holders of the
proxies granted by Richfood shareholders and Super Rite stockholders also may
vote in favor of a proposal to adjourn the Richfood Meeting or Super Rite
Meeting, respectively, to permit further solicitation of proxies in order to
obtain sufficient votes to approve any of the matters being considered at the
Meetings. Richfood and Super Rite are not aware of any matters to be presented
at the Richfood Meeting or Super Rite Meeting, respectively, other than the
proposals described in this Joint Proxy Statement/Prospectus.

A shareholder may revoke his or her proxy at any time prior to its use by
delivering to the Secretary of Richfood or Super Rite, as the case may be, a
signed notice of revocation or a later dated signed proxy or by attending the
applicable Meeting and voting in person. Attendance at the Richfood Meeting or
the Super Rite Meeting will not in itself constitute the revocation of a proxy.

All expenses of the solicitation of proxies from Richfood shareholders will
be borne by Richfood, and all expenses of the solicitation of proxies from Super
Rite stockholders will be borne by Super Rite, except that Richfood and Super
Rite have agreed that the expenses incurred in connection with printing and
mailing this Joint Proxy Statement/Prospectus will be shared equally by Richfood
and Super Rite. In addition to solicitation by mail, officers and employees of
Richfood and Super Rite may solicit proxies by telephone, telegram or personal
interviews. Such persons will receive no additional compensation for such
services. Richfood has retained the firm of Corporate Investor Communications,
Inc. to assist in the solicitation of proxies at a fee estimated not to exceed
$3,500, plus direct out-of-pocket expenses. Brokerage houses, nominees,
fiduciaries and other custodians will be requested to forward proxy soliciting
material to the beneficial owners of shares held of record by them and will be
reimbursed for their reasonable expenses.

SUPER RITE STOCKHOLDERS SHOULD NOT SEND IN ANY STOCK CERTIFICATES
WITH THEIR PROXY CARDS

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THE MERGER
(PROPOSAL 1)

GENERAL; EFFECTIVE TIME

In the Merger, Merger Subsidiary will merge with and into Super Rite, and
stockholders of Super Rite will receive the consideration described below. The
Merger will become effective at the date and time specified in the Certificate
of Merger to be filed with the Secretary of State of Delaware. The filing of the
Certificate of Merger is anticipated to take place as soon as practicable after
the last of the conditions precedent to the Merger set forth in the
Reorganization Agreement have been satisfied or, where permissible, waived,
which is expected to occur shortly after the Meetings. THE FOLLOWING DESCRIPTION
OF THE MERGER IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE COMPLETE TEXT OF
THE REORGANIZATION AGREEMENT AND THE PLAN OF MERGER, WHICH ARE INCORPORATED BY
REFERENCE HEREIN AND COPIES OF WHICH (EXCLUSIVE OF EXHIBITS AND SCHEDULES) ARE
ATTACHED TO THIS JOINT PROXY STATEMENT/PROSPECTUS AS APPENDICES I AND II.

EXCHANGE RATIO; EXCHANGE OF SHARES

Upon consummation of the Merger, each outstanding share of Super Rite
Common Stock will be converted into 1.0205 shares of Richfood Common Stock,
representing a value of $22.00 per share of Super Rite Common Stock, based upon
the average of the closing sale prices for Richfood Common Stock, as reported on
Nasdaq, for the 30 trading days prior to June 26, 1995. The average of the
closing sale prices for Super Rite Common Stock, as reported on Nasdaq, for the
same period was $16.50. Accordingly, the Exchange Ratio implies a premium to
Super Rite stockholders of approximately 33% over the average market value of
their Super Rite Common Stock for such period. The Exchange Ratio was determined
through arms' length negotiations of the parties after consideration of all
relevant factors, and will result in former Super Rite stockholders holding
approximately 31% of the outstanding shares of Richfood Common Stock immediately
after the Effective Time. See " -- Background and Negotiation of the Merger."

Fractional shares of Richfood Common Stock will not be issued in the
Merger. Holders of Super Rite Common Stock otherwise entitled to a fractional
share will be paid an amount in cash (rounded to the nearest whole cent) equal
to the same fraction of the fair market value of a whole share of Richfood
Common Stock. The "fair market value" of a share of Richfood Common Stock means,
for this purpose, the mean of the high and low sales prices of Richfood Common
Stock as reported on Nasdaq on the first full day on which the Richfood Common
Stock is traded on Nasdaq after the Effective Time.

Promptly after the Effective Time, transmittal forms will be mailed to each
holder of record of shares of Super Rite Common Stock to be used in forwarding
his or her certificates evidencing such shares for surrender and exchange for
certificates evidencing the shares of Richfood Common Stock to which he or she
has become entitled and, if applicable, cash in lieu of a fractional share of
Richfood Common Stock. After receipt of such transmittal form, each holder of
certificates formerly representing Super Rite Common Stock should surrender such
certificates to First Union National Bank of North Carolina, as exchange agent
(the "Exchange Agent"), and each such holder will receive in exchange therefor
certificates evidencing the number of whole shares of Richfood Common Stock to
which he or she is entitled and any cash which may be payable in lieu of a
fractional share. Such transmittal forms will be accompanied by instructions
specifying other details of the exchange.

SUPER RITE STOCKHOLDERS SHOULD NOT SEND IN THEIR
CERTIFICATES UNTIL THEY RECEIVE A TRANSMITTAL FORM.

After the Effective Time, each certificate that evidenced Super Rite Common
Stock immediately prior to the Effective Time, until so surrendered and
exchanged, will be deemed, for all purposes, to evidence only the right to
receive a certificate representing the number of whole shares of Richfood Common
Stock into which such holder's shares were converted in the Merger and the right
to receive any cash payment in lieu of a fractional share of Richfood Common
Stock. The holder of such unexchanged certificate will not be entitled to
receive any dividends or other distributions payable by Richfood until the
certificate is surrendered. Subject to applicable laws, such dividends and
distributions, if any, will be accumulated and, at the time of such surrender,
all such unpaid dividends and distributions, together with any cash payment in
lieu of a fractional share, will be paid without interest.

BACKGROUND AND NEGOTIATION OF THE MERGER

During the fall and winter of 1994, Donald D. Bennett, then President and
Chief Executive Officer of Richfood, and John E. Stokely, then Executive Vice
President - Finance and Administration of Richfood, briefly discussed on several
occasions with Peter Vanderveen, President and Chief Operating Officer of Super
Rite, the possibility of combining Super Rite

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and Richfood. The discussions were informal and non-substantive. During this
period, Richfood began assembling public information on Super Rite in order to
evaluate further the merits of a possible business combination.

On February 2, 1995, Messrs. Bennett, Stokely and Vanderveen met in
Baltimore, Maryland, to discuss further the merits of a business combination and
to explore a possible range of values for Super Rite. At Mr. Vanderveen's
suggestion, the discussions concerning valuation were deferred until after Super
Rite's fiscal year end closing. At a regularly scheduled meeting of the Richfood
Board on April 6, 1995, Messrs. Bennett and Stokely informed the members of the
Executive Committee of the Richfood Board of the informal discussions with Mr.
Vanderveen.

On April 10, 1995, Messrs. Bennett and Stokely attended a meeting with Alex
Grass, Chairman of the Board and Chief Executive Officer of Super Rite, Mr.
Vanderveen and Martin Grass, Vice Chairman, Executive Vice President and
Treasurer of Super Rite, in New York, New York. At that meeting, Alex Grass
shared Super Rite's recent earnings release and informed Messrs. Bennett and
Stokely that Super Rite would consider an acquisition by Richfood at an
acceptable valuation. On April 17, 1995, Wheat agreed to review Richfood's
financial analysis and proposed structure for the transaction.

On May 2, 1995, Messrs. Bennett and Stokely met with Messrs. Alex Grass,
Vanderveen and Martin Grass in Baltimore, Maryland, and proposed the acquisition
of Super Rite by Richfood in a tax-free merger. The proposal was discussed and
the meeting was adjourned without reaching any agreement. On May 8, 1995, at an
industry conference, Messrs. Bennett and Stokely informally advised Mr.
Vanderveen of Richfood's continued interest in the proposed transaction.

On May 22, 1995, Messrs. Bennett and Stokely again met with Messrs. Alex
Grass, Vanderveen and Martin Grass and preliminarily agreed upon the proposed
structure of the transaction and a value of $22.00 for each share of Super Rite
Common Stock outstanding. On June 8, 1995, at Richfood's regularly scheduled
board meeting, management informed the Richfood Board of its discussions
regarding Super Rite. At that meeting, representatives of Wheat made a brief
preliminary presentation with respect to the proposed acquisition. The following
day, Alex Grass and other members of senior management of Super Rite met in
Baltimore, Maryland, with Messrs. Bennett and Stokely, together with counsel for
the respective companies, to negotiate a draft of the Reorganization Agreement.
Thereafter, the parties and their counsel continued to negotiate the form of the
Reorganization Agreement. On June 14, 1995, Richfood retained Wheat to evaluate
the fairness, from a financial point of view, of the Exchange Ratio to the
holders of Richfood Common Stock.

On June 16, 17 and 18, 1995, senior management of Richfood and its counsel
conducted a due diligence review of the affairs of Super Rite in Harrisburg,
Pennsylvania. On June 19, 1995, senior management of Super Rite conducted a due
diligence review of the affairs of Richfood at Richfood's headquarters in
Mechanicsville, Virginia.

On June 22, 1995, the Richfood Board met at Richfood's headquarters, to
review the proposed transaction, the results of management's due diligence
review and the form of the Reorganization Agreement. Representatives of Wheat
were present at the meeting and described the principles and procedures that
would lead to the Exchange Ratio (which had not been determined, but was assumed
to be approximately 1.03 for purposes of analysis), concluding that, subject to
their review of the definitive Reorganization Agreement, Wheat expected to be
able to deliver its opinion that the Exchange Ratio was fair, from a financial
point of view, to the holders of Richfood Common Stock. See " -- Opinions of
Financial Advisors -- Wheat." A telephonic meeting of the Richfood Board was
held following the close of Nasdaq on June 23, 1995, during which the Richfood
Board was advised of the status of the negotiations with respect to the
Reorganization Agreement. At that meeting, the Richfood Board voted unanimously
to approve the form of the Reorganization Agreement and related Plan of Merger,
delegated to senior management the negotiation of the definitive Reorganization
Agreement and authorized senior management to execute the Reorganization
Agreement on behalf of Richfood, subject to receipt of Wheat's written fairness
opinion.

On June 22, 1995, the Super Rite Board met in New York (with two Board
members participating by conference telephone) to review the proposed
transaction, the draft Reorganization Agreement and the results of management's
due diligence review. At the meeting, representatives of DLJ discussed the
material factors considered by DLJ, and the principal financial analyses
performed by DLJ, to arrive at its opinion that the exchange ratio (which had
not yet been determined, but was assumed to be 1.01149 based upon the stock
prices for Super Rite and Richfood on June 16, 1995) was fair, from a financial
point of view, to the holders of Super Rite Common Stock. See " -- Opinions of
Financial Advisors -- DLJ." On June 23, 1995, a telephonic meeting of the Super
Rite Board was held, at which the board, after being advised of the status of
negotiations, unanimously voted to approve the form of the Reorganization
Agreement and to authorize senior management to execute and deliver the
Reorganization Agreement.

During the weekend of June 24 and 25, 1995, the parties agreed upon the
Exchange Ratio of 1.0205 and, together with their counsel, completed negotiation
of the Reorganization Agreement. Prior to the opening of business on June 26,
1995,

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Wheat delivered to Richfood its written fairness opinion and the parties
executed the Reorganization Agreement and publicly announced the transaction.

REASONS FOR THE MERGER

RICHFOOD

The Richfood Board unanimously believes that the Merger is in the best
interests of and is fair to Richfood and its shareholders. Accordingly, the
Richfood Board has unanimously approved the Reorganization Agreement and
recommends that Richfood shareholders vote FOR the proposal to approve the
Reorganization Agreement. In reaching this conclusion, the Richfood Board
considered the following material factors:

(a) the significant efficiencies, economies of scale and synergies
that are anticipated over time from the combination of Richfood's and Super
Rite's purchasing efforts, as discussed below under " -- Potential Cost
Savings;"

(b) the capacity of the combined entity to increase sales by offering
additional product lines and services to customers now only partially
served by Richfood or Super Rite; in particular, the opportunities to (i)
increase volume at Richfood's frozen food distribution center in West
Point, Pennsylvania, by offering Super Rite's customers the broader line of
frozen food and food service products distributed through that center, and
(ii) provide meat and produce through Richfood's Mechanicsville, Virginia,
distribution center to Super Rite customers now purchasing those products
from other suppliers;

(d) the opportunity for the combined entity to take advantage of
Richfood's extensive industry relationships in Super Rite's market area;

(e) the savings possible upon rationalization of duplicative
management and administrative functions;

(f) the savings possible through combined purchasing of insurance;

(g) the opportunities for savings resulting from consolidation of
deliveries to customers and additional back-haul revenues within the
combined market area;

(h) the interest savings possible upon refinancing certain of Super
Rite's indebtedness at the lower rates expected to be available to the
combined entity;

(i) the terms of the Merger and the Exchange Ratio, which ratio was
supported by the recent trading value of Richfood Common Stock and the
contributions of Super Rite to the net sales, gross profit, operating
income, net income, operating cash flow, total assets and book value of the
combined entity; and

(j) the opinion and analysis of Wheat as to the fairness, from a
financial point of view, to the holders of Richfood Common Stock of the
Exchange Ratio, as described under " -- Opinions of Financial
Advisors -- Wheat."

The foregoing is a summary of the material factors considered by the
Richfood Board and does not purport to be a complete description of every matter
considered. In view of the wide variety of factors considered, the Richfood
Board did not find it practicable to, and did not, quantify or assign relative
weights to any of these factors.

SUPER RITE

The Super Rite Board unanimously believes that the Merger is fair to and in
the best interests of Super Rite and its stockholders. Accordingly, the Super
Rite Board has approved the Reorganization Agreement and the transactions
contemplated thereby and recommends that the stockholders of Super Rite vote FOR
approval and adoption of the Reorganization Agreement and the Plan of Merger.

In making its determination with respect to the Reorganization Agreement
and the Merger, the Super Rite Board considered the following material factors:

(a) the substantially expanded customer base of the combined entity
and, in particular, that the combination would create the largest food
wholesaler in the mid-Atlantic market and the fourth largest publicly-held
grocery wholesaler in the United States;

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(b) the opportunities to achieve significant operating efficiencies
and synergies, such as the consolidation of transportation, routing and
logistics and the elimination of duplicative data processing;

(c) the strong balance sheet and significant cash flow of the combined
entity, which among other things would enhance the ability of the combined
entity to fund additional expansion, both of the wholesale business and of
the retail business;

(d) Super Rite's reliance upon two customers for a substantial portion
of its wholesale business, a risk that would effectively be diminished by
combining with Richfood;

(e) the Exchange Ratio, especially in light of the trading values of
Richfood Common Stock and Super Rite Common Stock prior to June 22, 1995;
and

(f) the opinion and analysis of DLJ that, as of June 22, 1995, the
Exchange Ratio was fair from a financial point of view to the holders of
Super Rite Common Stock.

The foregoing is a summary of the material factors considered by the Super
Rite Board and does not purport to be a complete description of every matter
considered. In view of the wide variety of factors considered, the Super Rite
Board did not find it practicable to, and did not, quantify or assign relative
weights to any of these factors.

POTENTIAL COST SAVINGS

For purposes of evaluating the Merger, Richfood estimated that a
combination of Richfood and Super Rite could create opportunities for cost
savings of approximately $11.1 million during the first twelve months following
the Effective Time and $12.5 million annually thereafter. Super Rite estimated
that the combination could create opportunities for savings of approximately
$5.0 million during the period between the Effective Time and April 1, 1996, and
$10.0 million annually thereafter. These estimates were based on preliminary
evaluations of opportunities for the combined entity to benefit from larger
aggregate purchasing volumes, to combine management and administrative
functions, to realize insurance purchasing and freight efficiencies and to
reduce interest expense by refinancing certain of Super Rite's indebtedness. The
estimates were developed solely for purposes of evaluating the proposed
transaction, do not include nonrecurring adjustments that will be recorded in
conjunction with the Merger and should not be relied upon as an estimate of
actual cost savings that may be achieved. The parties currently are developing a
strategy for implementing specific cost-saving measures.

RECOMMENDATIONS OF THE BOARDS OF DIRECTORS

THE RICHFOOD BOARD HAS UNANIMOUSLY APPROVED, AND RECOMMENDS THAT THE
SHAREHOLDERS OF RICHFOOD VOTE FOR APPROVAL OF, THE REORGANIZATION AGREEMENT.

THE SUPER RITE BOARD HAS UNANIMOUSLY ADOPTED, AND RECOMMENDS THAT THE
STOCKHOLDERS OF SUPER RITE VOTE FOR APPROVAL AND ADOPTION OF, THE REORGANIZATION
AGREEMENT AND THE PLAN OF MERGER.

OPINIONS OF FINANCIAL ADVISORS

WHEAT

On June 26, 1995, Wheat delivered an opinion (the "June Opinion") to the
Richfood Board that as of such date, and based upon the assumptions made and
matters considered as set forth in such opinion, the Exchange Ratio was fair,
from a financial point of view, to Richfood and its shareholders. Wheat
subsequently confirmed such opinion to the Richfood Board as of September 7,
1995 (the "September Opinion").

The full text of the September Opinion, which sets forth the assumptions
made, matters considered and limits on the review undertaken by Wheat, is
attached as Appendix III to this Joint Proxy Statement/Prospectus and
incorporated herein by reference. Richfood's shareholders are urged to read such
opinion in its entirety. The following description of Wheat's opinion is
qualified in its entirety by reference to the full text of the September
Opinion.

In rendering the June Opinion, Wheat reviewed, among other things: (i) the
Reorganization Agreement; (ii) financial and other information contained in
Super Rite's Annual Reports to Stockholders and Annual Reports on Form 10-K for
the fiscal years ended March 4, 1995, February 26, 1994, and February 27, 1993,
and certain interim reports to stockholders and Quarterly Reports on Form 10-Q;
(iii) financial and other information contained in Richfood's Annual Reports to
Shareholders and Annual Reports on Form 10-K for the fiscal years ended April
30, 1994, and May 1, 1993, and certain interim reports

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to shareholders and Quarterly Reports on Form 10-Q; (iv) the audited
consolidated balance sheet of Richfood as of April 29, 1995, and the audited
consolidated statements of earnings, stockholders' equity and cash flows for the
fiscal year then ended, together with the notes thereto; (v) certain publicly
available information with respect to historical market prices and trading
activity for Super Rite Common Stock and Richfood Common Stock and for certain
publicly traded companies which Wheat deemed relevant; (vi) the results of
operations of Super Rite and Richfood and compared them with those of certain
publicly traded companies which Wheat deemed relevant; (vii) the proposed
financial terms of the Merger and compared them with the financial terms of
certain other mergers and acquisitions which Wheat deemed relevant; and (viii)
other financial information concerning the businesses and operations of Super
Rite and Richfood, including certain internal financial analyses and forecasts
for Super Rite and Richfood prepared by the senior management of each entity, as
well as certain pro forma financial projections and cost saving and synergy data
for the combined company prepared by senior management of Richfood. In addition,
Wheat conducted discussions with members of senior management of Super Rite and
Richfood concerning their respective businesses and prospects, and reviewed such
other financial studies and analyses and performed such other investigations and
took into account such other matters as it deemed necessary.

In rendering its opinion, Wheat assumed and relied upon the accuracy and
completeness of all information supplied or otherwise made available to Wheat by
Richfood and Super Rite, and Wheat did not assume any responsibility for
independent verification of such information or any independent valuation or
appraisal of any of the assets of Richfood or Super Rite. Wheat further relied
upon the management of Richfood and Super Rite as to the reasonableness and
achievability of their financial and operational forecasts and projections, and
the assumptions and bases therefor, provided to Wheat, and Wheat assumed that
such forecasts and projections reflected the best currently available estimates
and judgments of management and that such forecasts and projections would be
realized in the amounts and time periods estimated by such management. With the
consent of Richfood, Wheat assumed that the Merger would qualify for
pooling-of-interests accounting treatment. Wheat's opinion was necessarily based
upon market, economic and other conditions as they existed on, and could be
evaluated as of, the date of the opinion and the information available to Wheat
through the date of the opinion. Wheat's opinion, in any event, was directed
only to the fairness, from a financial point of view, of the Exchange Ratio and
does not constitute a recommendation to any shareholder as to how such
shareholder should vote with respect to the Merger. In addition, Wheat's
fairness opinion does not address the relative merits of the Merger as compared
to any alternative business strategies that might exist for Richfood, nor does
it address the effect of any other business combination in which Richfood might
engage.

In arriving at its opinion, Wheat performed a variety of financial and
comparative analyses. The preparation of a fairness opinion involves various
determinations as to the most appropriate and relevant methods of financial
analyses and the application of those methods to particular circumstances and,
therefore, such an opinion is not readily susceptible to summary description.
Furthermore, in arriving at its opinion, Wheat did not attribute any particular
weight to any analysis or factor considered by it, but rather made qualitative
judgments as to the significance and relevance of each analysis and factor.
Accordingly, Wheat believes that its analyses must be considered as a whole and
that considering any portion of such analyses and any of the factors considered
therein, without considering all analyses and factors, could create a misleading
or incomplete view of the process underlying its opinion. Any estimates
contained in Wheat's analyses are not necessarily indicative of actual values or
predictive of future results or values, which may be significantly more or less
favorable than such estimates.

The following is a summary of the analyses performed by Wheat in connection
with the June Opinion.

STOCK TRADING HISTORY. Wheat reviewed the history of the daily trading
prices and trading volumes of Richfood Common Stock and Super Rite Common Stock
for the two year period ended June 23, 1995, the last trading day prior to the
announcement of the Merger. During this period, the closing price range for
Richfood Common Stock was $12.75 to $24.00 per share, and for Super Rite Common
Stock, the closing price range was $9.00 to $19.00 per share.

CONTRIBUTION ANALYSIS. Wheat analyzed the contribution of each of Richfood
and Super Rite to the pro forma combined company with respect to market value,
adjusted market value, net sales, gross profit, operating cash flow, operating
income, net income, total assets and book value for the fiscal year ended April
29, 1995, for Richfood and March 4, 1995, for Super Rite. The analysis indicated
that Super Rite contributed 31.2% of market value, 38.6% of adjusted market
value, 49.2% of net sales, 55.3% of gross profit, 45.9% of operating cash flow,
45.7% of operating income, 33.8% of net income, 47.3% of total assets and 27.7%
of book value. Wheat compared the relative contributions of Super Rite to the
pro forma combined company to the pro forma ownership of Super Rite shareholders
in the combined company of 31.3% following the Merger.

PRO FORMA MERGER ANALYSIS. Wheat analyzed certain pro forma effects
resulting from the Merger. The analysis showed that the Merger would result in
slight accretion in pro forma fully diluted earnings per share of 3.1% and 1.3%
assuming no

<PAGE>
synergies or cost savings for fiscal 1995 and 1996, respectively, and
significant accretion of 21.6% and 16.5% assuming certain synergies and cost
savings for fiscal 1995 and 1996, respectively.

COMPARABLE PUBLIC COMPANY ANALYSIS. Wheat analyzed the market values of a
group of publicly-traded companies in the wholesale distribution industry and
considered their trading multiples to derive an implied valuation for the equity
of Super Rite. Wheat selected five companies which it deemed most comparable to
Super Rite: Fleming Companies Inc., Nash-Finch Company, Riser Foods, Inc., Super
Food Services, Inc. and Supervalu Inc. Wheat examined certain publicly available
data for each of such companies including sales, earnings before interest and
taxes ("EBIT") and earnings before interest, taxes, depreciation and
amortization ("EBITDA"), earnings per share and First Call estimates of earnings
per share for fiscal 1995 and 1996. Wheat analyzed the ratio of each company's
share price to its book value, earnings per share and median First Call
estimates of earnings per share for fiscal 1995 and 1996. Wheat also analyzed
the ratio of the aggregate value of common stock and net debt of each company to
its sales, EBITDA and EBIT. Based on the median results of the comparable
companies using the multiples of fiscal 1996 estimated earnings per share and
multiples of EBITDA and EBIT, the implied equity value per share of the Super
Rite Common Stock was in the range of $15.94 to $28.93.

COMPARABLE ACQUISITION TRANSACTION ANALYSIS. Wheat reviewed data on
acquisitions in the wholesale distribution industry and analyzed multiples of
sales, EBITDA, EBIT and net income. Wheat primarily focused on the acquisition
of Scrivner Inc. by Fleming Companies, Inc. which was announced June 1, 1994,
and closed July 19, 1994, and the acquisition of Wetterau Incorporated by
Supervalu Inc. which was announced June 9, 1992, and closed October 29, 1992.
These acquisitions were viewed as more relevant than others due to the business
similarities of the acquired companies as compared to Super Rite. This analysis
indicated an implied value for the Super Rite Common Stock of $16.65 based on
sales, $24.09 based on EBITDA, $36.92 based on EBIT and $23.50 based on net
income.

In connection with rendering the September Opinion, Wheat reviewed the
financial and other information contained in Richfood's Annual Report to
Shareholders and Annual Report on Form 10-K, as amended, for the fiscal year
ended April 29, 1995, and Quarterly Report to Shareholders and Quarterly Report
on Form 10-Q for the fiscal quarter ended July 22, 1995, Super Rite's Quarterly
Report to Stockholders and Quarterly Report on Form 10-Q for the fiscal quarter
ended June 3, 1995, and this Joint Proxy Statement/Prospectus. Wheat also
reviewed the assumptions which it utilized in connection with performing the
analyses described above with the managements of Richfood and Super Rite. Such
activities led Wheat to conclude that it was not necessary to change the
conclusions it reached in connection with rendering the June Opinion.
Accordingly, Wheat has delivered the September Opinion.

Richfood did not request Wheat to, and Wheat did not, participate in the
negotiations regarding the terms of the Reorganization Agreement. The Exchange
Ratio was determined by negotiations between Richfood and Super Rite, not by
Wheat. No limitations were imposed on Wheat by Richfood or Super Rite with
respect to the scope of Wheat's investigation or the rendering of its opinion.

The Richfood Board selected Wheat to render a fairness opinion because it
is a nationally-recognized investment banking firm which, as part of its
investment banking business, is regularly engaged in the valuation of businesses
and their securities in connection with mergers and acquisitions, negotiated
underwritings, competitive biddings, secondary distributions of listed and
unlisted securities, private placements and valuations for estate, corporate and
other purposes. In the ordinary course of its business as a broker-dealer, Wheat
may, from time to time, have a long or short position in, and buy or sell, debt
or equity securities of Richfood or Super Rite for its own account or for the
accounts of its customers. In the past, Wheat and its affiliates have provided
financial advisory and other investment banking services to Richfood and have
received customary compensation for the rendering of these services.

Pursuant to an engagement letter dated June 14, 1995, Richfood paid Wheat a
$50,000 cash retainer fee upon execution of the engagement letter, a $100,000
cash fee upon delivery of the June Opinion and an additional $100,000 cash fee
upon the mailing of this Joint Proxy Statement/Prospectus. Wheat is entitled to
receive an additional $250,000 cash fee upon the closing of the Merger. Richfood
has agreed to reimburse Wheat for its out-of-pocket expenses, including
reasonable fees and expenses of its legal counsel, and to indemnify Wheat and
certain related persons against, and contribute to, certain liabilities,
including liabilities under the federal securities laws, to which Wheat or such
related persons may become subject in connection with any of the services
rendered pursuant to or matters which are the subject of or arise out of the
engagement.

DLJ

In its role as financial advisor to Super Rite, DLJ was asked to render its
opinion to the Super Rite Board as to the fairness, from a financial point of
view, to holders of Super Rite Common Stock of the Exchange Ratio contained in
the

<PAGE>
Reorganization Agreement. On June 22, 1995, DLJ delivered its oral opinion to
the Super Rite Board that the exchange ratio (which had not yet been determined,
but was assumed to be 1.01149 based upon the stock prices for Super Rite and
Richfood on June 16, 1995, in order to result in consideration to holders of
Super Rite Common Stock of $22.00 per share as of such date (the "Preliminary
Exchange Ratio")) was fair, from a financial point of view, to the holders of
Super Rite Common Stock. On September 7, 1995, DLJ delivered its written opinion
to the Super Rite Board that the Exchange Ratio is fair, from a financial point
of view, to the holders of Super Rite Common Stock (the "DLJ Opinion"). The DLJ
Opinion was based on the analyses performed for purposes of delivering DLJ's
oral opinion, but utilized the Exchange Ratio instead of the Preliminary
Exchange Ratio.

A COPY OF THE DLJ OPINION IS ATTACHED HERETO AS APPENDIX IV AND
INCORPORATED HEREIN BY REFERENCE. SUPER RITE STOCKHOLDERS ARE URGED TO READ
CAREFULLY THE DLJ OPINION IN ITS ENTIRETY FOR FURTHER INFORMATION AS TO
ASSUMPTIONS MADE, PROCEDURES FOLLOWED, OTHER MATTERS CONSIDERED AND LIMITS OF
THE REVIEW BY DLJ. THE SUMMARY OF THE OPINION OF DLJ SET FORTH IN THIS JOINT
PROXY STATEMENT/PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL
TEXT OF SUCH OPINION. THE DLJ OPINION WAS PREPARED FOR THE SUPER RITE BOARD AND
IS DIRECTED ONLY TO THE FAIRNESS TO THE HOLDERS OF SUPER RITE COMMON STOCK, FROM
A FINANCIAL POINT OF VIEW, OF THE EXCHANGE RATIO CONTAINED IN THE REORGANIZATION
AGREEMENT AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY STOCKHOLDER AS TO HOW
TO VOTE AT THE SUPER RITE MEETING. SEE APPENDIX IV HERETO.

The DLJ Opinion does not constitute an opinion as to the prices at which
Richfood Common Stock will trade at any time. Super Rite did not request DLJ to,
and DLJ did not, participate in the negotiations regarding the terms of the
Reorganization Agreement. The Exchange Ratio was determined by negotiations
between Super Rite and Richfood, not DLJ. No restrictions or limitations were
imposed by the Super Rite Board upon DLJ with respect to the investigations made
or the procedures followed by DLJ in rendering its opinion.

In arriving at its opinion, DLJ reviewed the Reorganization Agreement, this
Joint Proxy Statement/Prospectus and financial and other information that was
publicly available or furnished to it by Super Rite and Richfood, including
information provided during discussions with their respective managements,
consolidated financial statements, projections and other information of Super
Rite and Richfood. In addition, DLJ: (i) reviewed prices paid in certain other
selected business combinations in both the wholesale food distribution and
retail grocery industries, as well as premiums paid in certain other selected
business combinations; (ii) reviewed the historical stock prices and trading
volumes of Super Rite Common Stock and Richfood Common Stock; (iii) analyzed the
pro forma financial impact of the Merger on Richfood, both with and without
synergies; and (iv) compared the relative contribution to the combined company
of both Super Rite's and Richfood's revenues, EBITDA, EBIT, net income, book
value and other measures, with the relative ownership of the combined company
upon giving effect to the Merger. DLJ also discussed the past and current
operations, financial condition and prospects of Super Rite and Richfood with
the respective managements of each company and conducted such other financial
studies, analyses and investigations as DLJ deemed appropriate for purposes of
rendering its opinion. DLJ was not requested to, nor did it, solicit the
interest of any other party in acquiring Super Rite.

In rendering its opinion, DLJ relied upon and assumed, without independent
verification, the accuracy, completeness and fairness of all of the financial
and other information that was available to it from public sources, that was
provided to DLJ by Super Rite and Richfood or their respective representatives
or that was otherwise reviewed by DLJ. In particular, DLJ relied upon (i) the
estimates of the management of Richfood and Super Rite of the operating
synergies achievable as a result of the Merger, and (ii) discussions of such
synergies with the respective managements of both Richfood and Super Rite. With
respect to the financial projections supplied to DLJ, DLJ assumed that they were
reasonably prepared and reflected the best currently available estimates and
judgments of the respective managements of Super Rite and Richfood as to the
future operating and financial performance of Super Rite and Richfood. DLJ did
not assume any responsibility for making, and did not make, any independent
evaluation of Richfood's assets or liabilities or any independent verification
of any of the information reviewed by DLJ. DLJ relied as to all legal matters on
advice of counsel to Super Rite. DLJ also assumed, with Super Rite's consent,
that the consummation of the transaction contemplated by the Reorganization
Agreement would be recorded as a pooling-of-interests under generally accepted
accounting principles.

The DLJ Opinion was necessarily based on economic, market, financial and
other conditions as they existed on the date of the DLJ Opinion, and on the
information made available to DLJ as of such date and on the review and analyses
conducted by DLJ as of such date. It should be understood that, although
subsequent developments may affect its opinion, DLJ does not have any obligation
to update, revise or reaffirm the DLJ Opinion.

The following is a summary of the material factors considered and principal
financial analyses performed by DLJ to arrive at the DLJ Opinion. DLJ performed
certain procedures, including each of the financial analyses described below,
and

<PAGE>
reviewed with the respective managements of Super Rite and Richfood the
assumptions upon which such analyses were based and other factors, including the
current and projected financial results of such companies.

TRANSACTION ANALYSIS. DLJ reviewed publicly available information for
selected transactions involving the combination or acquisition of companies in
the wholesale food distribution industry and the retail grocery industry. The
selected transactions DLJ focused on in the wholesale distribution industry
included four transactions between 1988 and 1994 of companies which conduct
operations similar to Super Rite's wholesale operations. The selected
transactions in the retail grocery industry included 11 acquisitions between
1990 and 1995 of companies which conduct operations similar to Super Rite's
retail operations. These acquisitions were viewed as most relevant to the
business of Super Rite and were not intended to represent a complete list of
transactions.

DLJ reviewed the consideration paid in such transactions in terms of the
price paid for the common stock ("Equity Purchase Price"), plus total debt less
cash and equivalents ("Total Transaction Value"), of such transactions as a
multiple of revenues, EBITDA and EBIT for the latest reported twelve months
("LTM") prior to the announcement of such transactions. Additionally, DLJ
reviewed the consideration paid in such transactions, in terms of the Equity
Purchase Price of such transactions as a multiple of net income for the twelve
months prior to the announcement of such transactions and as a multiple of book
value.

The Total Transaction Value as a multiple of each of LTM revenues, EBITDA
and EBIT and the Equity Purchase Price to LTM net income and book value of
equity resulted in mean multiples of 0.2x, 7.3x, 11.9x, 15.0x and 3.4x,
respectively, for wholesale transactions, and 0.4x, 7.2x, 10.3x, 18.9x and 3.4x,
respectively, for retail transactions. DLJ also analyzed the weighted average
multiples based on the relative contribution of LTM revenues, EBITDA, EBIT and
the Equity Purchase Price to LTM net income and book value of equity from Super
Rite's retail and wholesale divisions, respectively (the "Weighted Average").
The mean Weighted Average multiples were 0.2x, 7.3x, 11.8x, 15.7x and 3.4x,
respectively. DLJ derived purchase multiples for Super Rite by multiplying the
per share price of Richfood Common Stock at June 16, 1995, by the Preliminary
Exchange Ratio times the fully diluted Super Rite shares outstanding (the
"Implied Equity Purchase Price") plus total debt less cash and equivalents (the
"Implied Total Transaction Value"). The Implied Total Transaction Value as a
multiple of each of LTM revenues, EBITDA and EBIT and the Implied Equity
Purchase Price to LTM net income and book value of equity resulted in multiples
of 0.2x, 6.5x, 8.7x, 16.4x and 4.5x, respectively. The Total Transaction Value
as a multiple of each of LTM revenues, EBITDA and EBIT when utilizing the
Exchange Ratio and the Equity Purchase Price to LTM net income and book value of
equity when utilizing the Exchange Ratio resulted in multiples of 0.2x, 6.5x,
8.2x, 16.4x and 4.5x, respectively.

DLJ also determined the percentage premium of the offer prices (represented
by the purchase price per share in cash transactions and the stock price of the
constituent securities times the exchange ratio in the case of stock-for-stock
mergers) over the trading prices one day, one week and one month prior to the
announcement date of 60 merger or acquisition transactions which were not
necessarily in the wholesale or retail grocery business. These transactions
ranged in size from $100 to $500 million during the period January 1, 1995, to
June 16, 1995. The premiums for the selected transactions for one day, one week
and one month prior to their announcement dates were 31.8%, 34.8% and 43.7%,
respectively. DLJ derived premiums based on the implied stock price for Super
Rite Common Stock by multiplying the price of Richfood Common Stock at June 16,
1995, by the Preliminary Exchange Ratio and dividing that quantity by the price
of Super Rite Common Stock one day, one week and one month prior to June 16,
1995. The implied premiums for the proposed transaction for one day, one week
and one month prior to such date were 27.5%, 35.4% and 36.4%, respectively. The
implied premiums when utilizing the Exchange Ratio were 28.7%, 36.6% and 37.6%,
respectively.

No company or transaction used in the analysis described above was directly
comparable to Super Rite, Richfood or the proposed transaction. Accordingly, an
analysis of the results of the foregoing was not simply mathematical nor
necessarily precise; rather, it involved complex considerations and judgments
concerning differences in financial and operating characteristics of companies
and other factors that could affect public trading values.

ANALYSIS OF CERTAIN PUBLICLY TRADED COMPANIES. To provide contextual data
and comparative market information, DLJ compared selected historical share price
and operating and financial ratios for Super Rite to the corresponding data and
ratios of the following wholesale distribution companies whose securities are
publicly traded: (i) Richfood Holdings, Inc.; (ii) Supervalu Inc.; (iii) Fleming
Companies Inc.; (iv) Sysco Corp.; (v) Nash-Finch Company; (vi) Super Food
Services, Inc.; and (vii) Rykoff-Sexton, Inc., as well as the following retail
grocery companies whose securities are publicly traded: (i) Weis Markets, Inc.;
(ii) Riser Foods, Inc.; (iii) Quality Food Centers; (iv) Ingles Markets, Inc.;
(v) Delchamps, Inc.; (vi) Carr-Gottstein Foods Co.; (vii) Seaway Food Town,
Inc.; (viii) Marsh Supermarkets, Inc.; and (ix) Whole Foods Market, Inc. DLJ

<PAGE>
selected these companies as those which it deemed most comparable to either
Super Rite's wholesale or retail operations and Super Rite's financial
condition.

Such analysis included, among other things, the ratios of the market
capitalization of the common stock plus long-term debt less cash and equivalents
("Enterprise Value") to LTM revenues, EBITDA and EBIT, as well as the ratios of
the current stock price to LTM 1995 earnings per share ("EPS") and calendar year
1995 estimated EPS (as estimated by research analysts and compiled by
Institutional Brokers Estimating Service).

Although DLJ used these companies for comparison purposes, none of them is
identical to Super Rite. Such analysis indicated that the mean values of
Enterprise Value as a multiple of LTM revenues, EBITDA and EBIT as of June 16,
1995, for wholesale distribution companies were 0.2x, 7.7x and 11.5x,
respectively, and for retail companies were 0.3x, 5.3x and 9.3x, respectively.
The Weighted Average multiples as of June 16, 1995, were 0.2x, 7.2x and 11.3x,
respectively. These multiples compared to the Implied Total Transaction Value
multiples for Super Rite as of June 16, 1995, of 0.2x, 6.5x and 8.7x,
respectively. The Total Transaction Value multiples for Super Rite when
utilizing the Exchange Ratio were 0.2x, 6.5x and 8.7x, respectively. As of June
16, 1995, the mean values of the then-current stock prices as a multiple of LTM
EPS and estimated calendar 1995 EPS indicated by the wholesale company analysis
were 16.5x and 14.4x, respectively, and by the retail company analysis were
12.4x and 11.7x, respectively. The Weighted Average multiples as of June 16,
1995, were 15.7x and 13.8x, respectively. These multiples compared to the
Implied Equity Purchase Price per share multiples for Super Rite as of June 16,
1995, of 16.4x and 14.6x, respectively. The Equity Purchase Price per share as a
multiple of fiscal 1995 EPS and estimated calendar 1995 EPS when utilizing the
Exchange Ratio was 16.4x and 14.6x, respectively.

STOCK TRADING HISTORY. DLJ examined the history of the trading prices for
both Super Rite Common Stock and Richfood Common Stock for the twelve months
preceding June 16, 1995. During this time period, the closing price range for
Super Rite Common Stock was $10.75 to $17.25 per share and the closing price
range for Richfood Common Stock was $13.38 to $22.50 per share.

PRO FORMA MERGER ANALYSIS. DLJ analyzed certain pro forma financial effects
resulting from the Merger. In conducting its analysis, DLJ relied upon certain
assumptions described above and financial projections provided by the respective
managements of Super Rite and Richfood. DLJ analyzed the pro forma financial
effect of combining Super Rite and Richfood. Such analysis indicated, among
other things, that EPS for the pro forma combined company for fiscal 1995 and
1996 would result in accretion of 2.0% and 1.3% on a fully diluted EPS for
Richfood alone when not taking into account potential synergies and cost
savings, and would result in accretion of 17.8% and 14.2% on a fully diluted EPS
for Richfood alone when including such synergies and cost savings in the pro
forma combination analysis. The results of the pro forma combination analysis
are not necessarily indicative of future operating results or financial
position.

CONTRIBUTION ANALYSIS. DLJ analyzed Super Rite's and Richfood's relative
contribution to the combined company with respect to revenues, EBITDA, EBIT, net
income and book value. Such analysis was considered in both absolute dollar
terms and on a percentage basis and was made for the fiscal years ended April
29, 1995, for Richfood and March 4, 1995, for Super Rite. As a result of the
Merger, Super Rite shareholders will own 31.3% of the combined company on a
fully diluted basis. Such ownership compares to Super Rite's contribution to
Richfood pro forma results for the fiscal year ended April 29, 1995, of 49.2% of
revenues, 46.4% of EBITDA, 46.0% of EBIT, 34.0% of net income and 27.7% of book
value. Due to the significantly higher level of interest expense at Super Rite
as compared to Richfood, DLJ believes that the relative contributions of net
income and book value are the more relevant points of comparison. The results of
these contribution analyses are not necessarily indicative of the contributions
that the respective businesses may have in the future.

The summary set forth above does not purport to be a complete description
of the analyses performed by DLJ. The preparation of a fairness opinion involves
various determinations as to the most appropriate and relevant methods of
financial analysis and the application of these methods to the particular
circumstances and, therefore, such an opinion is not readily susceptible to
summary description. The preparation of a fairness opinion does not involve a
mathematical evaluation or weighing of the results of the individual analyses
performed, but requires DLJ to exercise its professional judgment based on its
experience and expertise in considering a wide variety of analyses taken as a
whole. Each of the analyses conducted by DLJ was carried out in order to provide
a different perspective on the Merger and to add to the total mix of information
available. DLJ did not form a conclusion as to whether any individual analysis,
considered in isolation, supported or failed to support an opinion as to
fairness. Rather, in reaching its conclusion, DLJ considered the results of the
analyses in light of each other and ultimately reached its opinion based on the
results of all analyses taken as a whole. DLJ did not place particular reliance
or weight on any individual analysis, but instead concluded that its analyses,
taken as a whole, supported its determination. Accordingly, notwithstanding the
separate factors summarized above, DLJ believes that its analyses must be
considered as a whole and that selecting portions of its analyses and the
factors considered by it, without considering all

<PAGE>
analyses and factors, may create an incomplete view of the evaluation process
underlying its opinion. In performing its analyses, DLJ made numerous
assumptions with respect to industry performances, business and economic
conditions and other matters. The analyses performed by DLJ are not necessarily
indicative of actual values or future results, which may be significantly more
or less favorable than suggested by such analyses.

In connection with its opinion dated the date of this Joint Proxy
Statement/Prospectus, DLJ performed certain procedures to update certain
analyses made in connection with the delivery of its opinion and reviewed with
the managements of Richfood and Super Rite the assumptions on which such
analyses were based. The results of such analyses were substantially the same as
those described above as having been arrived at in connection with the June 22,
1995, oral opinion of DLJ. Based on such procedures and review, DLJ delivered to
the Super Rite Board its opinion that, as of the date of this Joint Proxy
Statement/Prospectus, the Exchange Ratio is fair, from a financial point of
view, to the holders of Super Rite Common Stock.

The Super Rite Board selected DLJ as its financial advisor because it is a
nationally recognized investment banking firm that has substantial experience in
transactions similar to the Merger and is familiar with Super Rite, its
businesses and the wholesale and retail grocery industries, in general. In
addition, as part of its investment banking services, DLJ is regularly involved
in the valuation of businesses and securities in connection with mergers,
acquisitions, underwritings, sales and distributions of listed and unlisted
securities, private placements and valuations for estate, corporate and other
purposes.

Pursuant to the terms of an engagement letter dated June 22, 1995, Super
Rite agreed to pay DLJ $350,000 upon delivery by DLJ of its written opinion.
Super Rite also agreed to reimburse DLJ promptly for all out-of-pocket expenses
(including the reasonable fees and out-of-pocket expenses of counsel) incurred
by DLJ in connection with its engagement, and to indemnify DLJ and certain
related persons against certain liabilities in connection with its engagement,
including liabilities under the federal securities laws. The terms of the fee
arrangement with DLJ, which DLJ and Super Rite believe are customary in
transactions of this nature, were negotiated at arms' length between Super Rite
and DLJ, and the Super Rite Board was aware of such arrangement.

In the ordinary course of business, DLJ may actively trade the securities
of both Super Rite and Richfood for its own account and for the accounts of its
customers and, accordingly, may at any time hold a long or short position in
such securities. On September 23, 1991, DLJ participated as a managing
underwriter in public offerings of Super Rite Common Stock and received usual
and customary underwriter's compensation. DLJ is a wholly-owned subsidiary of
The Equitable Life Companies Incorporated of the United States.

THE REORGANIZATION AGREEMENT

CONDITIONS TO THE MERGER

The respective obligations of Richfood and Super Rite to consummate the
transactions contemplated by the Reorganization Agreement are subject to the
satisfaction or, where permissible, waiver of the following conditions: (a)
approval of the transactions contemplated by the Reorganization Agreement by the
requisite vote of Richfood shareholders; (b) approval of such transactions and
the Plan of Merger by the requisite vote of Super Rite stockholders; (c) the
absence of any order, decree or injunction issued by any United States court or
other governmental authority prohibiting consummation of the Merger; (d)
registration under the Securities Act of the shares of Richfood Common Stock to
be issued in connection with the Merger; (e) expiration or early termination of
all applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), satisfaction of all
applicable requirements of the Exchange Act and completion of any applicable
filings under state securities, "Blue Sky" or takeover laws; (f) receipt of the
opinions of Hunton & Williams, counsel to Richfood, and Neuberger, Quinn,
Gielen, Rubin & Gibber, P.A., counsel to Super Rite, with respect to certain of
the tax consequences of the Merger described herein under "Certain Federal
Income Tax Consequences;" (g) approval of the shares of Richfood Common Stock
issuable in connection with the Merger for inclusion in Nasdaq subject to
official notice of issuance; (h) receipt of the opinions of KPMG Peat Marwick
LLP and Coopers & Lybrand, L.L.P. to the effect that the Merger will qualify as
a pooling-of-interests transaction under generally accepted accounting
principles ("GAAP"); (i) receipt of all necessary and material governmental,
regulatory, shareholder and third party lender, customer or other clearances,
consents, licenses or approvals; and (j) that the last sale price of Richfood
Common Stock, as reported on Nasdaq for the last full day on which the Richfood
Common Stock is traded on Nasdaq before the Effective Time, is not less than
$18.33. On July 14, 1995, the Federal Trade Commission granted early termination
of the waiting periods in connection with the notifications filed by Richfood
and Super Rite under the HSR Act.

The obligation of Richfood to consummate the transactions contemplated by
the Reorganization Agreement is also subject to the satisfaction or waiver of
the following conditions: (a) the absence, after June 26, 1995, of any material
adverse

<PAGE>
change in the business, financial condition or results of operations of Super
Rite and its subsidiaries, taken as a whole; (b) the material accuracy of the
representations and warranties and the performance, in all material respects, of
the obligations and covenants made by Super Rite in the Reorganization
Agreement; (c) that Super Rite's consolidated Funded Debt (as defined in the
Reorganization Agreement) not exceed $109 million; (d) receipt of certain legal
opinions and closing certificates from Super Rite; (e) certain persons entering
into consulting and non-competition agreements with Richfood (see " -- Interests
of Certain Persons in the Merger"); (f) receipt of a satisfactory opinion of
Wheat as to the fairness of the Exchange Ratio, from a financial point of view,
to the shareholders of Richfood; and (g) receipt of the written agreement by
each of the principal executive officers, directors and other "affiliates" of
Super Rite (within the meaning of Rule 145 under the Securities Act) with
respect to the disposition by such persons of Richfood Common Stock following
the Merger.

The obligation of Super Rite to consummate the transactions contemplated by
the Reorganization Agreement is also subject to the satisfaction or waiver of
the following conditions: (a) the absence, after June 26, 1995, of any material
adverse change in the business, financial condition or results of operations of
Richfood and its subsidiaries, taken as a whole; (b) the material accuracy of
the representations and warranties and the performance, in all material
respects, of the obligations and covenants made by Richfood in the
Reorganization Agreement; (c) receipt of certain legal opinions and closing
certificates from Richfood; and (d) receipt of a satisfactory opinion of DLJ as
to the fairness of the Exchange Ratio, from a financial point of view, to the
stockholders of Super Rite.

CONDUCT OF BUSINESS PENDING THE MERGER

Super Rite has agreed, pending the Effective Time, to conduct its business
in the ordinary and usual course of business and consistent with past practice,
and to use its reasonable best efforts to preserve intact its business
organization and relationships, to keep available the services of its present
officers and employees and to maintain satisfactory relationships with
licensors, licensees, suppliers, contractors, distributors and customers. Super
Rite has agreed that, except as expressly provided in the Reorganization
Agreement or consented to in writing by Richfood, it and each of its
subsidiaries will not, prior to the Effective Time: (a) amend its certificate of
incorporation or bylaws or other organizational documents; (b) authorize for
issuance or issue, sell or deliver shares of its capital stock or securities,
other than any such issuance pursuant to options, warrants, rights or other
securities outstanding as of the date of the Reorganization Agreement; (c)
split, combine or reclass-
ify its outstanding capital stock or redeem or otherwise acquire any of its
securities, or declare, set aside or pay any dividend or other distribution
(except that Super Rite may declare and pay dividends in the ordinary course of
business consistent with past practice); (d) except in the ordinary course of
business, incur or assume any Funded Debt not currently outstanding, assume,
guarantee, endorse or otherwise become liable for any debt of third parties,
make any loans, advances or capital contributions to, or investments in, any
other person (other than customary loans or advances to employees and
non-affiliated grocery customers in accordance with past practice), enter into
or modify any agreement other than in the ordinary course of business or
authorize any single capital expenditure in excess of $500,000 or capital
expenditures in the aggregate in excess of $1.0 million (other than capital
expenditures pursuant to contracts entered into before the date of the
Reorganization Agreement or reflected in Super Rite's fiscal year 1996 capital
budget); (e) except as may be required by law, take certain actions regarding
employee compensation; (f) acquire, sell, lease or dispose of any material
assets outside the ordinary course of business; (g) take any action other than
in the ordinary course of business and in a manner consistent with past practice
with respect to accounting practices; (h) make any material tax election or
settle or compromise any material tax liability; (i) pay, discharge or satisfy
any material claims, liabilities or obligations other than the payment of
professional fees and payment in the ordinary course of business of liabilities
reflected on Super Rite's fiscal 1995 financial statements or incurred in the
ordinary course of business since the date of such statements; (j) hold any
meeting of its stockholders, except to the extent required by the request of
stockholders under the Super Rite Bylaws or the DGCL; (k) take any action that
would, or is reasonably likely to, result in any of the conditions to the Merger
not being satisfied; or (l) agree to take any of the foregoing actions.

Richfood has agreed that, except as expressly provided in the
Reorganization Agreement or consented to in writing by Super Rite, it will not,
prior to the Effective Time: (a) amend the Richfood Articles or Richfood Bylaws;
(b) authorize for issuance or issue, sell or deliver shares of its capital stock
or securities, other than any such issuance pursuant to any benefit plan
existing, or options, warrants, rights or other securities outstanding, as of
the date of the Reorganization Agreement; (c) split, combine or reclassify its
outstanding capital stock or redeem or otherwise acquire any of its securities,
or declare, set aside or pay any other dividend or distribution (except that
Richfood may declare and pay dividends in the ordinary course of business in
accordance with past practice); (d) take any action other than in the ordinary
course of business and in a manner consistent with past practice with respect to
accounting practices; (e) hold any meeting of its shareholders except to the
extent required by the request of shareholders under the Richfood Bylaws or the
VSCA; (f) take any action that would, or is

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reasonably likely to, result in any of the conditions to the Merger not being
satisfied; or (g) agree to take any of the foregoing actions.

NO SOLICITATION OF TRANSACTIONS

The Reorganization Agreement provides that Super Rite will not, directly or
indirectly, solicit, initiate or encourage the submission of proposals or offers
from any other person relating to any proposal for any acquisition or purchase
of all or (other than in the ordinary course of business) a substantial portion
of the assets of, or any equity interest in, Super Rite, or any business
combination involving Super Rite. The Reorganization Agreement does not prohibit
Super Rite or the Super Rite Board, to the extent required by their fiduciary
duties under applicable law, as advised by counsel, from providing information
to, or participating in negotiations or otherwise cooperating with, any party
with respect to the foregoing. Super Rite will promptly advise Richfood of any
such proposal or offer and will inform Richfood of all the terms and conditions
thereof and the contents of any response thereto.

SUPER RITE STOCK OPTIONS, SARS AND 401(K) PLAN

There are presently outstanding under the 1991 Omnibus Stock Incentive Plan
of Super Rite (the "Super Rite Incentive Plan") options to acquire an aggregate
of 227,356 shares of Super Rite Common Stock, of which options to acquire
140,668 shares are held by five executive officers of Super Rite and options
to acquire 86,688 shares are held by employees who are not executive officers of
Super Rite. Of such options, 97,197 are presently exercisable, and the remainder
will become exercisable as a result of the Merger. All of such options are at
option prices ranging from $8.875 to $11.25 per share and were issued in tandem
with an equal number of stock appreciation rights ("SARs").Up to an additional
744,500 shares of Super Rite Common Stock (equivalent to 759,712 shares of
Richfood Common Stock, based on the Exchange Ratio) are reserved for issuance
under the Super Rite Incentive Plan.

At the Effective Time, to the extent permitted by the terms of the relevant
governing instruments, each option to purchase shares of Super Rite Common Stock
(a "Super Rite Stock Option") and any related SARs, whether vested or unvested,
will be assumed by Richfood. As agreed by the parties, the Super Rite Board has
adopted an amendment to such governing instruments (i) to confirm the
acceleration of the exercisability of each Super Rite Stock Option in connection
with the Merger, as provided by such governing instruments, (ii) to eliminate
certain provisions of such instruments that provide for the cancellation of the
Super Rite Stock Options as of the Effective Time in exchange for cash payment
and (iii) to require Richfood to assume all obligations of Super Rite under such
instruments. Following the Effective Time, each Super Rite Stock Option will be
deemed to be an option to acquire, on the same terms and conditions as were
applicable under such Super Rite Stock Option, the same number of shares of
Richfood Common Stock as the holder of such Super Rite Stock Option would have
been entitled to receive in the Merger had such holder exercised such option in
full immediately prior to the Effective Time. The exercise price per share of
each Super Rite Stock Option at the Effective Time will be equal to (a) the per
share exercise price for the shares of Super Rite Common Stock purchasable
pursuant to such Super Rite Stock Option, divided by (b) 1.0205. Corresponding
adjustments will be made to the related SARs. In the case of any Super Rite
Stock Option that is an incentive stock option (within the meaning of sections
421-424 of the Code), the terms and conditions of such option as assumed will
comply with the applicable provisions of the Code.

Super Rite has granted to each of two non-employee directors SARs with
respect to 5,000 shares of Super Rite Common Stock (the "Super Rite Non-Employee
Director SARs"). The Super Rite Non-Employee Director SARs have a base price of
$11.25, vest in four equal annual installments through January 1998 and are
exercisable for either cash or shares of Super Rite Common Stock, as determined
by Super Rite. Such SARs are currently exercisable with respect to a total of
2,500 shares of Super Rite Common Stock. Richfood and Super Rite have agreed
that the Super Rite Non-Employee Director SARs will be amended in the same
manner as the Super Rite Stock Options described above and assumed by Richfood
at the Effective Time. Following the Merger, the aggregate number of shares of
Richfood Common Stock relating to the Super Rite Non-Employee Director SARs will
be 10,205 (the original number of shares of Super Rite Common Stock multiplied
by 1.0205). The Super Rite Non-Employee Director SARs will be deemed to
represent the right to receive the difference between the fair market value of a
share of Richfood Common Stock and $11.02 (the original base price divided by
1.0205), payable in cash or shares of Richfood Common Stock, as determined by
Richfood.

Super Rite Foods maintains an Employee Investment Opportunity Plan intended
to qualify under Section 401(k) of the Code (the "Super Rite 401(k) Plan") for
the benefit of its approximately 596 non-union employees, including executive
officers. In fiscal 1995, Super Rite Foods contributed $12,956 to the accounts
of all executive officers of Super Rite as a group, including $0, $2,782,
$2,405, $4,484 and $3,286 contributed to the accounts of Messrs. Alex Grass,
Vanderveen, Gundling, Ryder and Schantzenbach, respectively, and $495,044 to the
accounts of all other eligible employees

<PAGE>
as a group. Following the Merger, Richfood may determine to permit contributions
to the Super Rite 401(k) Plan to be invested in Richfood Common Stock.

Approval by the Richfood shareholders of the Reorganization Agreement and
approval by the Super Rite stockholders of the Reorganization Agreement and the
Plan of Merger will constitute (i) authorization for Richfood to assume the
Super Rite Incentive Plan, the Super Rite Stock Options and related SARs and the
Super Rite Non-Employee Director Stock Appreciation Rights and (ii) approval of
the Super Rite 401(k) Plan and the issuance of Richfood Common Stock pursuant to
such plan.

INDEMNIFICATION; INSURANCE

For a period of three years from the Effective Time, Richfood (i) will
cause Super Rite to maintain all indemnification rights for directors and
officers of Super Rite on terms no less favorable than those provided in the
Super Rite Certificate and Super Rite Bylaws as in effect on the date of the
Reorganization Agreement with respect to matters occurring before the Effective
Time, and (ii) will cause to be maintained in effect the current policies for
directors' and officers' liability insurance maintained by Super Rite (PROVIDED,
that Richfood may substitute therefor policies of at least the same coverage
containing terms and conditions that are not materially less advantageous) with
respect to matters occurring prior to the Effective Time, to the extent
available to Richfood in the market.

TERMINATION; AMENDMENT AND WAIVER

The Reorganization Agreement may be terminated and the Merger abandoned at
any time before the Effective Time, whether before or after approval by the
Richfood shareholders or the Super Rite stockholders: (a) by mutual consent of
Richfood and Super Rite; (b) by either Richfood or Super Rite if (i) the Merger
has not been consummated on or before December 31, 1995, unless the failure to
consummate the Merger is due to the failure of the party seeking to terminate
the Reorganization Agreement to fulfill any of its obligations thereunder, (ii)
there has been a material breach by the other party of any of its
representations, warranties, covenants or agreements that is not cured within 10
business days after receipt by the party alleged to be in breach of written
notice thereof, (iii) any court of competent jurisdiction or other competent
governmental authority has issued an order, decree or ruling or taken any other
action restraining, enjoining or otherwise prohibiting the Merger and such
action has become final and nonappealable or (iv) the other party's shareholders
have voted on the Reorganization Agreement and the transactions contemplated
thereby and the requisite vote in favor is not obtained; (c) by Richfood if the
Super Rite Board fails to recommend to the Super Rite stockholders approval of
the Reorganization Agreement and the Plan of Merger or withdraws such
recommendation; (d) by Super Rite if the Richfood Board fails to recommend to
the Richfood shareholders approval of the Reorganization Agreement or withdraws
such recommendation; (e) by Super Rite if, before the Effective Time, Super Rite
receives a Superior Proposal (as hereinafter defined), provided, that Super Rite
does not receive, within five business days of receiving notice of such Superior
Proposal, an offer from Richfood that the Super Rite Board believes, in good
faith after consulting with its financial advisors, is at least as favorable,
from a financial point of view, to its stockholders as such Superior Proposal.
"Superior Proposal" means, for this purpose, a BONA FIDE proposal by a
corporation, partnership, person or other entity or group with respect to the
acquisition of all of Super Rite's outstanding capital stock, or all or
substantially all of its assets, that the Super Rite Board believes, in good
faith after consultation with its financial advisors, is more favorable, from a
financial point of view, to its stockholders than the proposal set forth in the
Reorganization Agreement and the Plan of Merger.

In the event of termination of the Reorganization Agreement by either
Richfood or Super Rite as provided above, the Reorganization Agreement will
become void and there will be no liability on the part of Richfood, Super Rite
or their respective shareholders, officers and directors other than the
obligations described hereunder. Super Rite will pay to Richfood a termination
fee of $7.5 million if the Reorganization Agreement is terminated: (i) by
Richfood pursuant to (b)(i) in the previous paragraph and the failure of the
Effective Time to occur is attributable to the failure by Super Rite to fulfill
any of its obligations under the Reorganization Agreement; (ii) by Richfood
pursuant to (b)(iv) or (c) in the previous paragraph; (iii) by Richfood pursuant
to (b)(ii) in the previous paragraph and (a) such breach existed on the date of
the Reorganization Agreement or (b) such breach occurs after the date of the
Reorganization Agreement, unless the facts giving rise to such breach are
outside the reasonable control of Super Rite and its Affiliates (as defined in
the Reorganization Agreement); (iv) by Super Rite pursuant to (e) in the
previous paragraph; or (v) if any of the affiliates (as defined pursuant to Rule
145 under the Securities Act) of Super Rite fails to enter into the written
agreement required by the Reorganization Agreement with respect to the
disposition of Richfood Common Stock following the Merger; PROVIDED, HOWEVER,
that such termination fee shall only be payable if Super Rite is not entitled to
terminate the Reorganization Agreement pursuant to (b)(ii) or (iv) or (d) in the

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previous paragraph. If the Reorganization Agreement is terminated by Super Rite:
(i) pursuant to (b)(i) in the previous paragraph and the failure of the
Effective Time to occur is attributable to the failure by Richfood to fulfill
any of its obligations under the Reorganization Agreement; (ii) pursuant to
(b)(iv) or (c) in the previous paragraph; (iii) pursuant to (b)(ii) in the
previous paragraph and (a) such breach existed on the date of the Reorganization
Agreement, or (b) such breach occurs after the date of the Reorganization
Agreement, unless the facts giving rise to such breach are outside of the
reasonable control of Richfood and its Affiliates, and if Richfood is not
otherwise entitled to terminate the Reorganization Agreement, then Super Rite
will be entitled to pursue its remedies at law or in equity against Richfood;
PROVIDED, HOWEVER, that Super Rite shall only be entitled to recover in any such
proceeding its proven actual damages, not to exceed $7.5 million. If the
Reorganization Agreement is terminated by Richfood or Super Rite pursuant to
(b)(ii) in the previous paragraph, in either case as a result of a breach of any
representation, warranty, covenant or agreement by the other party, which breach
was not willful or knowing in nature, and if the breaching party is not
otherwise entitled to terminate the Reorganization Agreement, then the breaching
party shall promptly reimburse the non-breaching party that has terminated the
Reorganization Agreement for all out-of-pocket expenses (including fees and
expenses of counsel, advisors, accountants and consultants) incurred by such
non-breaching party or on its behalf in connection with the transactions
contemplated by the Reorganization Agreement. The remedies described above are
the sole remedies of the parties in the event of any termination of the
Reorganization Agreement.

Richfood and Super Rite may amend the Reorganization Agreement, by action
taken or authorized by their respective Boards of Directors, either before or
after approval by the Richfood shareholders of the Reorganization Agreement and
approval by the Super Rite stockholders of the Reorganization Agreement and the
Plan of Merger, except that after such approval, no amendment may be made that,
under Delaware law, requires further approval by the Super Rite stockholders
without such further approval. At any time prior to the Effective Time, either
Richfood or Super Rite may extend the time specified in the Reorganization
Agreement for the performance of any of the obligations of the other party,
waive any inaccuracies in the representations and warranties of the other party
contained in the Reorganization Agreement or in any document delivered pursuant
thereto or waive compliance by the other party with any of the agreements or
conditions of such other party contained in the Reorganization Agreement.

CERTAIN RESTRICTIONS ON RESALE OF RICHFOOD COMMON STOCK; REGISTRATION RIGHTS

All shares of Richfood Common Stock issuable in the Merger will be
registered under the Securities Act and will be freely transferable, except that
any such shares received by persons who are deemed "affiliates" (as such term is
defined under the Securities Act) of Super Rite prior to the Merger may be
resold by them only in transactions registered under the Securities Act or
permitted by the resale provisions of Rule 145 under the Securities Act (or Rule
144 in the case of such persons who become affiliates of Richfood) or as
otherwise permitted under the Securities Act. Persons who may be deemed to be
affiliates of Super Rite generally include individuals or entities that control,
are controlled by, or are under common control with Super Rite and may include
certain officers and directors of Super Rite as well as principal shareholders
of such party. The Reorganization Agreement requires Super Rite to use its best
efforts to cause each of its affiliates to execute a written agreement to the
effect that such person will not offer or sell or otherwise dispose of any of
the shares of Richfood Common Stock issued to such person in or pursuant to the
Merger in violation of the Securities Act or the rules and regulations
promulgated by the Commission thereunder and, in any case, until after the
results covering 30 days of combined operations of Richfood and Super Rite have
been filed with the Commission, sent to shareholders of Richfood or otherwise
publicly issued. See "Comparison of Shareholders' Rights -- Transfer
Restrictions -- Richfood."

For one year after the Closing Date (as defined in the Reorganization
Agreement), upon written request, Richfood is obligated to register under the
Securities Act shares of Richfood Common Stock issued in the Merger to the
following Super Rite shareholders who will otherwise be subject to the resale
restrictions of Rule 145 under the Securities Act: (i) Alex Grass, Martin Grass
and a trust for the benefit of Martin Grass' children; (ii) Messrs. Vanderveen,
Gundling, Ryder and Schantzenbach, all of whom are executive officers of Super
Rite; and (iii) Messrs. Levy, Norry, Yohannan, and Zimmerman, all of whom are
directors of Super Rite (collectively, the "Super Rite Group"); PROVIDED, that
(i) the number of shares requested to be registered represents at least 25% of
the shares of Richfood Common Stock received by members of the Super Rite Group
in the Merger, (ii) such shares are reasonably anticipated to have an aggregate
price to the public in excess of $25 million, (iii) Richfood and the selling
shareholders are entitled to register the shares on Form S-3 (or a successor
form) or would be eligible to use such form but for the failure by Richfood to
timely file all reports required to be filed by it under the Exchange Act and
(iv) Richfood has not commenced or completed within the previous three months an
underwritten public offering. Richfood will pay all fees and expenses associated
with the first such registration of shares, including, without limitation, all
underwriting fees, commissions and expenses, all Commission and state "Blue Sky"
filing fees and all

<PAGE>
legal, accounting and printing fees (excluding fees and expenses of any counsel
or accountants retained by any member of the Super Rite Group in connection with
such registration and offering). Richfood may postpone for up to three months in
any 12-month period the filing of any registration statement required by this
paragraph if the Board of Directors of Richfood determines, in its reasonable
good faith judgment, that such registration and sale would materially interfere
with any financing, acquisition, corporate reorganization or other material
transaction involving Richfood then under consideration or would otherwise be
detrimental to Richfood and its shareholders. The one-year registration period
is tolled during any such postponement. Sales of Richfood Common Stock made
pursuant to this paragraph will be made through a nationally-recognized
investment banking firm, selected by Richfood, which shall act as managing
underwriter.

For one year after the Closing Date, if Richfood at any time proposes to
file on its own behalf or on the behalf of any other shareholders a registration
statement under the Securities Act for an offering of Richfood Common Stock
solely for cash on a form that would also permit registration of shares of
Richfood Common Stock held by members of the Super Rite Group, Richfood must
notify the Super Rite Group of the proposed registration and offer to include in
the filing such aggregate number of shares of Richfood Common Stock as the
members of the Super Rite Group may request (not to exceed the number of shares
received by members of the Super Rite Group in the Merger, less the number of
shares as to which members of the Super Rite Group have previously exercised
registration rights). The selling Super Rite Group shareholders shall pay, on a
PRO RATA basis, all fees and expenses associated with any such registration and
offering.

Generally, Richfood is not obligated to provide more than two registrations
pursuant to the foregoing paragraphs. The registration rights are not
transferable except by will or pursuant to the laws of descent and distribution
or to a transferee who is a member of the immediate family of any member of the
Super Rite Group or is a trust for the benefit of such person.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Certain of the officers and directors of Super Rite have interests in the
Merger in addition to their interests as shareholders:

CONSULTING AGREEMENTS BETWEEN SUPER RITE AND ALEX GRASS AND MARTIN GRASS

A condition to Richfood's obligation to consummate the Merger is that Super
Rite enter into consulting agreements with Alex Grass and Martin Grass. The
agreements will require that Alex Grass serve as Chairman of the Board and Chief
Executive Officer of Super Rite and its subsidiary, Super Rite Foods, and that
Alex Grass and Martin Grass provide advice and services to the officers of Super
Rite relating to the business of Super Rite and its subsidiaries on an as-needed
basis for three years in exchange for annual payments equal to their current
annual compensation of $250,000 and $100,000, respectively. The agreements will
also prohibit the Grasses from, directly or indirectly, engaging in or accepting
employment with (as a consultant or otherwise), owning a material interest in,
or otherwise giving assistance to, whether or not for compensation, any person,
firm or corporation engaged in the ownership or management of a wholesale or
retail grocery business of the type conducted by Richfood or Super Rite within
the geographical areas in which Richfood and Super Rite compete, PROVIDED, that
the retail sale of groceries through Rite Aid drug stores or combination drug
and grocery stores will not be prohibited.

EMPLOYMENT AGREEMENTS BETWEEN SUPER RITE FOODS AND CERTAIN EMPLOYEES

Super Rite Foods intends to enter into employment agreements with the
following executive officers of Super Rite Foods: Peter Vanderveen, President
and Chief Operating Officer; John Ryder, Vice President and President of Retail
Operations; William K. Schantzenbach, Vice President of Finance and Chief
Financial Officer; Curt Hudson, Vice President, Management Information Systems;
and David Gundling, Vice President, Assistant Secretary and Assistant Treasurer.
The agreements will provide that the Executives will continue to serve in their
respective present positions at Super Rite Foods for three years following the
Closing Date in exchange for annual payments to be determined by the Board of
Directors, but which may not be less than the Executives' current annual
compensation. The agreements also will prohibit the Executives from engaging,
directly or indirectly, in any trade or business similar to or in competition
with that of Super Rite Foods anywhere within the geographic areas in which
Super Rite Foods engages in business. Further, the agreements will provide that,
during the term of the Executives' employment and for two years thereafter, the
Executives may not disclose any information disclosed to the Executives or
obtained by the Executives by virtue of their employment with Super Rite Foods
relating to the customers or business of Super Rite Foods without written
permission of Super Rite Foods.

AMENDMENTS TO CERTAIN LEASES; NEW RETAIL GROCERY STORE LOCATIONS

<PAGE>
of Super Rite Foods. Super Rite Foods leases its distribution center from G. F.
Lucknow Associates ("Lucknow"), an affiliate of Super Rite. Alex Grass and
Martin L. Grass are limited partners in Lucknow. Super Rite Foods paid Lucknow
annual rent of $3,340,000 in each of fiscal 1993, 1994 and 1995. The parties
have agreed that the lease for this facility will be amended to extend its term
through 2025 and that the annual rents will be as follows: through the year
2000, $3,340,000; years 2001 through 2005, $4,100,000; years 2006 through 2010,
$4,600,000; years 2011 through 2015, $5,250,000; years 2016 through 2020,
$5,500,000; and years 2021 through 2025, $5,750,000; provided, that, prior
to the Closing Date, Richfood shall be entitled to specify reductions in
such rentals having an aggregate present value of $3.2 million (assuming
a discount rate of 8.0%). All such reductions must be made in periods beginning
after February 1, 2006, and, following any such reduction, the rent payable in
any year must not be less than $3.4 million. Super Rite Foods also leases
refrigerated warehouse space in Shiremanstown, Pennsylvania, from Realm R.R.
Avenue Partnership ("Realm"). Alex Grass and Martin L. Grass are limited
partners of Realm. Super Rite Foods paid Realm rent of $407,000 in fiscal 1993,
$511,000 in fiscal 1994 and $609,000 in fiscal 1995. The lease for this facility
will be amended to extend the term of the lease to 2011, and to fix annual rent
at $716,777 for the years 2001 through 2006, and $797,313 for the years 2006
through 2011. Richfood believes that the rentals under the amended distribution
center and refrigerated warehouse leases will be comparable to those that could
have been obtained from unaffiliated third parties in similar circumstances.
Subject to the rights of third parties to consent (which consents Super Rite has
agreed to use its reasonable best efforts to obtain), all of the Related Party
Leases must also be amended to provide for a right of first refusal if the
landlord intends to sell the property to persons or their affiliates engaged in
a wholesale or retail grocery business, the tenant's right to alter the leased
premises in certain instances without the landlord's consent, the ability of the
tenant to mortgage its interest in the Related Party Leases, the tenant's right
to pay the mortgage on the property in case of landlord default and the right of
the tenant to require a subordination and non-disturbance agreement from all
current mortgagees of the landlord. Further, the Related Party Leases must also
be amended to remove any right of the landlord to take possession of and sell
the tenant's property in satisfaction of any landlord's lien. Pursuant to the
Agreement, Richfood will guarantee Super Rite Foods' obligations under the
Related Party Leases.

Super Rite is currently negotiating leases for two retail grocery store
locations with entities in which Alex Grass and Martin L. Grass have interests.
These leases are expected to be comparable to those which could be obtained for
similar properties in arms' length transactions with third parties.

REGISTRATION RIGHTS

As described above under " -- Certain Restrictions on Resale of Richfood
Common Stock; Registration Rights," certain affiliates of Super Rite who would
otherwise be subject to certain resale restrictions will have registration
rights with respect to the Richfood Common Stock to be issued to them in the
Merger.

INDEMNIFICATION; INSURANCE

For a period of three years after the Effective Time, Richfood has agreed
to maintain certain indemnities and policies of insurance in favor of Super
Rite's directors and officers. See "The Merger -- The Reorganization
Agreement -- Indemnification; Insurance," above.

ACCOUNTING TREATMENT

It is anticipated that the Merger will be accounted for as a
pooling-of-interests. Under this method of accounting, the recorded assets and
liabilities of Richfood and Super Rite will be carried forward to Richfood at
their recorded amounts, income of Richfood will include income of Richfood and
Super Rite for the entire fiscal year in which the Merger occurs, and the
reported income of Richfood and Super Rite for prior periods will be combined
and restated as income of Richfood. The consummation of the Merger is subject to
the receipt of letters from KPMG Peat Marwick LLP and Coopers & Lybrand, L.L.P.
stating that the Merger will qualify as a pooling-of-interests transaction under
GAAP.

SUPER RITE FOODS SENIOR NOTES

As of the Super Rite Record Date, there were outstanding $75 million in
principal amount of Super Rite Foods' 10 5/8% Senior Subordinated Notes, due
April 1, 2002 (the "Super Rite Foods Senior Notes"). The Super Rite Foods Senior
Notes provide that, within 30 days following the occurrence of certain events
constituting a "Change in Control," Super Rite Foods must offer to repurchase
all of the Super Rite Foods Senior Notes at 101% of their face value. The Merger
will constitute a Change of Control for this purpose and Super Rite Foods
expects to make the repurchase offer as required. However, because the Super
Rite Foods Senior Notes recently have traded consistently at prices
substantially above 101% of their face value, management of Super Rite does not
expect that a significant amount of Super Rite Foods Senior Notes will be
tendered for repurchase.

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CERTAIN CONSEQUENCES OF THE MERGER

After the Merger, the holders of Super Rite Common Stock will cease to have
any direct interest in Super Rite or its future earnings or growth, but, by
virtue of their receipt of shares of Richfood Common Stock in the Merger, they
will share in the future earnings and growth of the consolidated entity
resulting from the acquisition of Super Rite by Richfood.

The Super Rite Common Stock will be removed from inclusion on Nasdaq and
the registration of Super Rite Common Stock under the Exchange Act will be
terminated.

STOCKHOLDER LITIGATION

In connection with the Merger, Super Rite, its directors and Richfood have
been named as defendants in a class action suit commenced on June 26, 1995, in
the Court of Chancery, County of New Castle, Delaware (the "Class Action"),
entitled HARBOR FINANCE PARTNERS V. ALEX GRASS, DAVID GUNDLING, JOHN RYDER,
MARTIN L. GRASS, H. IRWIN LEVY, NEIL NORRY, PETER VANDERVEEN, SUPER RITE
CORPORATION AND RICHFOOD HOLDINGS INC., C.A. No. 14379. The claims in the Class
Action are brought by a purported stockholder of Super Rite (the "Plaintiff") on
behalf of a purported class of persons (the "Class") consisting of all
stockholders of Super Rite (except the named defendants and any person, firm,
trust, corporation or other entity related to or affiliated with any of the
defendants), who allege that they are or will be threatened with injury arising
from the defendants' actions. Among other things, the Plaintiff asserts: that
the Merger is unfair to the stockholders of Super Rite; that the defendants have
and are continuing to prevent the Class from receiving the maximum value per
share that could be received in a merger or business combination; that the
defendants wrongfully failed or refused to obtain or attempt to obtain a
purchaser for the assets of Super Rite at a price higher than that being
offered; and that the defendants breached or aided and abetted the breach of the
fiduciary and other common law duties owed to the Class, including failure to
include in the Reorganization Agreement and Plan of Merger a mechanism
protecting against significant fluctuations in the price of Richfood Common
Stock. The Plaintiff seeks, among other things, a preliminary and permanent
injunction against the consummation of the Merger, a judgment ordering that the
defendants comply with their fiduciary and other common law duties; and an award
of damages against the defendants. To date, the Plaintiff has not made any
motion seeking preliminary injunctive relief. Based on their current
understanding of the law and the facts, Super Rite, Richfood and the other
defendants believe that the Plaintiff's claims lack merit. Super Rite, Richfood
and the other defendants also believe that they have substantial defenses to
those claims and intend to defend against the Class Action vigorously.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Richfood and Super Rite have received opinions of Hunton & Williams,
counsel to Richfood, and Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., counsel
to Super Rite, to the effect that for federal income tax purposes: (i) the
Merger will constitute a reorganization within the meaning of Section 368(a) of
the Code; (ii) neither Super Rite, Richfood nor Merger Subsidiary will recognize
any taxable gain or loss upon consummation of the Merger; and (iii) the Merger
will result in the tax consequences summarized below for Super Rite stockholders
who receive Richfood Common Stock in exchange for Super Rite Common Stock
pursuant to the Merger. Such opinions have been filed as exhibits to the
Registration Statement. Receipt of substantially the same opinions as of the
date of the Effective Time of the Merger is a condition to consummation of the
Merger. The opinions of Hunton & Williams and of Neuberger, Quinn, Gielen, Rubin
& Gibber, P.A. are based on, and the opinions to be given as of the date of the
Effective Time of the Merger will be based on, certain customary assumptions and
representations regarding, among other things, the lack of previous dealings
between Super Rite and Richfood, the existing and future ownership of Super Rite
capital stock and Richfood capital stock and the future business plans for
Richfood.

A Super Rite stockholder who receives solely Richfood Common Stock in
exchange for his shares of Super Rite Common Stock will not recognize any gain
or loss on the exchange. If a stockholder receives Richfood Common Stock and
cash in lieu of a fractional share of Richfood Common Stock, the stockholder
will recognize taxable gain or loss solely with respect to such cash as if the
fractional share had been received and then redeemed for the cash. A stockholder
will have an aggregate tax basis in his shares of Richfood Common Stock
(including any fractional share interest) received in the Merger equal to his
aggregate tax basis in the shares of Super Rite Common Stock exchanged therefor.
A stockholder's holding period for shares of Richfood Common Stock (including
any fractional share interest) received in the Merger will include his holding
period for the shares of Super Rite Common Stock exchanged therefor if they are
held as a capital asset, within the meaning of Section 1221 of the Code, at the
Effective Time of the Merger.

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THE PRECEDING DISCUSSION SUMMARIZES FOR GENERAL INFORMATION THE MATERIAL
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO SUPER RITE STOCKHOLDERS. IT
DOES NOT DISCUSS ALL POTENTIALLY RELEVANT FEDERAL INCOME TAX MATTERS OR
CONSEQUENCES TO ANY FOREIGN OR OTHER STOCKHOLDERS SUBJECT TO SPECIAL TAX
TREATMENT, NOR DOES IT DISCUSS, AND NO OPINION HAS BEEN REQUESTED REGARDING, ANY
STATE OR LOCAL TAX CONSEQUENCES OF THE MERGER. THE TAX CONSEQUENCES TO ANY
PARTICULAR SUPER RITE STOCKHOLDER MAY DEPEND ON THE STOCKHOLDER'S CIRCUMSTANCES.
SUPER RITE STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH REGARD
TO FEDERAL, STATE AND LOCAL TAX CONSEQUENCES.

BUSINESS OF RICHFOOD

Since 1990, Richfood's management team has pursued a strategy of increasing
profitability and enhancing shareholder value by increasing sales to existing
customers, attracting new customers and pursuing strategic acquisitions. In
addition, the management team has focused on cost control and on the logistics
and distribution areas of Richfood's business, with the objective of enhancing
profitability while offering lower prices and better service to customers.

Richfood's principal executive offices are located at 8258 Richfood Road,
Mechanicsville, Virginia 23111.

BUSINESS OF SUPER RITE

Super Rite is a full-service grocery wholesaler and retailer serving
customers in Pennsylvania, New Jersey, Maryland, Delaware, Virginia and West
Virginia. As one of the largest grocery wholesalers in the Mid-Atlantic region,
Super Rite supplies more than 13,000 national brands and 1,000 private label
grocery items to approximately 240 supermarkets. Super Rite's retail grocery
division currently operates supermarkets under the METRO and BASICS tradenames
in the Metropolitan Baltimore, Maryland, and Dover, Delaware, markets.

Super Rite's strategy for its wholesale grocery division is to provide
superior customer service and a broad product line at competitive prices. Super
Rite's wholesale operations are conducted from an expanded 635,000 square foot
state-of-the-art distribution center in Harrisburg, Pennsylvania, as well as a
refrigerated warehouse of 167,000 square feet. These locations provide
convenient highway access to major markets in the Mid-Atlantic region, including
Philadelphia, Baltimore, Washington, D.C., southern New Jersey, central
Pennsylvania and northern Virginia. The distribution center is highly
mechanized, with computer inventory management information and sorting systems
which expedite the accurate delivery of customer orders. Super Rite provides a
broad spectrum of retail support services to its wholesale customers, including
store planning and development, marketing and data processing.

Super Rite's retail division currently operates nine METRO superstores in
Metropolitan Baltimore, Maryland, and Dover, Delaware. These superstores range
in size from 55,000 to 62,000 square feet and feature expanded perishable and
specialty departments. In addition, all METROS include a large variety of
take-out food sections as well as in-store banking facilities. These departments
provide higher gross margins, which help enhance the stores' profitability.
Super Rite also operates six smaller BASICS traditional supermarkets. As a
result of the strong performance of its retail division, Super Rite has
increased its share of the Metropolitan Baltimore market to 9.5% and has moved
into second place in market share.

Super Rite is incorporated in Delaware, and its principal executive offices
are located at 3900 Industrial Road, Harrisburg, Pennsylvania 17110.

COMPARISON OF SHAREHOLDERS' RIGHTS

The following is a comparison of certain of the rights of holders of Super
Rite Common Stock and those of holders of Richfood Common Stock. Because Super
Rite is organized under the laws of the State of Delaware, differences in the
rights of holders of Super Rite Common Stock and those of holders of Richfood
Common Stock arise from differing provisions of the DGCL and the VSCA, in
addition to differing provisions of Super Rite's and Richfood's respective
organizational documents.

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The following summary does not purport to be a complete statement of the
provisions affecting, and differences between, the rights of holders of Super
Rite Common Stock and those of holders of Richfood Common Stock. The
identification of specific provisions or differences is not meant to indicate
that other equally or more significant differences do not exist. This summary is
qualified in its entirety by reference to the VSCA and the DGCL and by the
governing corporate instruments of Richfood and Super Rite, to which
shareholders are referred.

AUTHORIZED CAPITAL STOCK

RICHFOOD

Richfood's authorized capital stock consists of 60,000,000 shares of
Richfood Common Stock and 5,000,000 shares of Richfood preferred stock, no par
value ("Richfood Preferred Stock"). As of the Richfood Record Date, 21,431,645
shares of Richfood Common Stock and no shares of Richfood Preferred Stock were
issued and outstanding. It is anticipated that up to 10,011,091 shares of
Richfood Common Stock will be issued in connection with the Merger. As of the
Richfood Record Date, 867,425 shares of Richfood Common Stock were reserved for
issuance pursuant to Richfood's stock-based benefit plans. The Richfood Board
may determine the preferences, limitations and relative rights, to the extent
permitted by the VSCA, of any class or series of shares of Richfood Preferred
Stock before issuance of such shares. The issuance of such shares does not
require the approval of the holders of Richfood Common Stock.

SUPER RITE

Super Rite's authorized capital stock consists of 30,000,000 shares of
Super Rite Common Stock and 15,000,000 shares of preferred stock, par value $.01
per share ("Super Rite Preferred Stock"). As of the Super Rite Record Date,
9,573,869 shares of Super Rite Common Stock and no shares of Super Rite
Preferred Stock were issued and outstanding and 21,237 shares of Super Rite
Common Stock were held in treasury. Super Rite may issue shares of Super Rite
Preferred Stock from time to time in one or more classes or series with such
voting powers, preferences, rights and such qualifications, limitations or
restrictions as shall be stated in a resolution or resolutions adopted by the
Super Right Board before issuance of such shares. The issuance of such shares
does not require the approval of the holders of Super Rite Common Stock.

DIRECTORS

RICHFOOD

The VSCA provides that the board of directors of a Virginia corporation
shall consist of a number of individuals specified in or fixed in accordance
with the bylaws of the corporation or, if not specified or fixed in accordance
with the bylaws, then a number specified in or fixed in accordance with the
articles of incorporation of the corporation.

The Richfood Bylaws provide that the number of members of the Richfood
Board shall be 13 and shall be subject to change as provided in the Richfood
Articles. The Richfood Articles provide that the Richfood Board may amend the
Richfood Bylaws from time to time to increase or decrease the number of
directors by up to 30% of the number of directors last elected by the Richfood
shareholders; PROVIDED, that any decrease in the number of directors may not
shorten an incumbent director's term or reduce any quorum or voting requirements
until such persons cease to be directors.

The Richfood Articles provide further that no person shall be eligible to
serve as a member of the Richfood Board if such person is "related" to an
existing director or nominee. A person is deemed to be "related" to an existing
director or nominee, if such person is an "Affiliate" or an "Associate" of an
existing director or nominee or if such person is an Affiliate, Associate or
employee of a single "Customer." The Richfood Articles define an "Affiliate" as
any person that directly or indirectly controls, is controlled by or is under
the common control with the person specified. The Richfood Articles define an
"Associate" of any person as including (a) a corporation of which such person
owns beneficially 10% or more of any class of equity securities, (b) a trust or
an estate in which such person has a substantial beneficial interest or as to
which such person serves as a fiduciary and (c) a relative or spouse of such
person who shares the same home. For purposes of this provision, a "Customer"
means any person engaged in the sale of grocery products that uses Richfood,
Inc. as its primary source of supply for such products (or such other persons as
may be determined by a majority of the Richfood Board).

Directors are elected by a plurality of the votes cast by shares of
Richfood Common Stock entitled to vote at a meeting at which a quorum is
present. Holders of Richfood Common Stock do not have cumulative voting rights
in the election of directors.

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SUPER RITE

The Super Rite Certificate provides that the number of directors shall be
fixed by, or in the manner provided by, the Super Rite Bylaws. The Super Rite
Bylaws provide that the number of directors of Super Rite shall consist of not
less than three nor more than 15 individuals, as may be fixed or changed from
time to time, within the minimum and maximum, by the Super Rite Board. The Super
Rite Board presently consists of nine members. Members of the Super Rite Board
shall be elected by a plurality of the votes cast at an annual meeting of
stockholders at which a quorum is present.

The Super Rite Certificate provides that the directors are divided into
three classes, designated Class I, Class II and Class III. Each class consists,
as nearly as may be possible, of one-third of the total number of directors
constituting the entire Super Rite Board.

REMOVAL OF DIRECTORS

RICHFOOD

Pursuant to the VSCA, a member of the Richfood Board may be removed with or
without cause by a majority of the votes entitled to be cast at a meeting of
shareholders called expressly for that purpose at which a quorum is present. If
a director is elected by a voting group of shareholders, only the shareholders
of that voting group may participate in the vote to remove such director.

SUPER RITE

The Super Rite Certificate provides that, subject to the rights, if any, of
the holders of shares of Super Rite Preferred Stock then outstanding, members of
the Super Rite Board may be removed from office at any time, but only for cause
and only by the affirmative vote of the holders of a majority of the outstanding
shares of Super Rite then entitled to vote generally in the election of
directors.

VACANCIES ON THE BOARD OF DIRECTORS

RICHFOOD

The Richfood Bylaws provide that any vacancy occurring on the Richfood
Board may be filled by the affirmative vote of the majority of the remaining
directors, though less than a quorum of the Richfood Board, and the term of any
director so elected shall expire at the next annual meeting of shareholders and
when his successor is elected.

SUPER RITE

The Super Rite Bylaws provide that the Super Rite Board of Directors may
fill any vacancy on the Super Rite Board through a majority vote of the
directors then in office, even if less than a quorum. Any director elected to
fill a vacancy holds office for a term that coincides with the term of the class
to which such director was elected.

NOTICE OF SHAREHOLDER NOMINATIONS OF DIRECTORS AND SHAREHOLDER PROPOSALS

RICHFOOD

The Richfood Bylaws provide that, subject to the rights of holders of any
class of Richfood Preferred Stock, a shareholder may nominate one or more
persons for election as directors at a meeting only if written notice of such
shareholder's nomination has been given to the Secretary of Richfood not less
than fifty nor more than seventy-five days before the first anniversary of the
date of Richfood's proxy statement in connection with the last meeting of
shareholders called for the election of directors. Each notice must contain: (a)
the name, age, business address and, if known, residential address of each
nominee; (b) the principal occupation or employment of each nominee; and (c) the
number and class of capital shares of Richfood beneficially owned by each
nominee. The Secretary of Richfood delivers all such notices to Richfood's
Nominating Committee for review. After such review the Nominating Committee
makes its recommendation regarding nominees to the Richfood Board. The chairman
of any shareholders' meeting called for the election of directors may determine
that a shareholder nomination was not made in accordance with the procedures and
declare to the meeting that the defective nomination shall be disregarded.

For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of Richfood. To be timely, a shareholder's notice must be given,
either by personal delivery or by mail, to the Secretary not less than sixty
days before the first anniversary of the date of Richfood's proxy

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statement in connection with the last annual meeting. The notice must contain as
to each matter the shareholder proposes to bring before the annual meeting: (a)
a brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting; (b)
the name and record address of the shareholder proposing such business; (c) the
class, series and number of Richfood's shares beneficially owned by the
shareholder; and (d) any material interest of the shareholder in such business.
If business is brought before an annual meeting without complying with these
provisions, the chairman of the meeting shall declare that the business was not
properly brought before the meeting, and such business shall not be transacted.

SUPER RITE

The Super Rite Bylaws provide that nominations for election as a director
by a holder of any outstanding class of shares of Super Rite entitled to vote in
the election of directors must be made in writing and be delivered or mailed to
the Secretary of Super Rite (a) in the case of an annual meeting of stockholders
that is called for a date that is within 30 days before or after the anniversary
date of the immediately preceding annual meeting of stockholders, not less than
60 days nor more than 90 days prior to such anniversary date (a "Timely Annual
Meeting"), and (b) in the case of an annual meeting of stockholders that is
called for a date that is not within 30 days before or after the anniversary
date of the immediately preceding annual meeting of stockholders (a "Rescheduled
Annual Meeting"), or in the case of a special meeting of stockholders, not later
than the close of business on the tenth day following the day on which the
notice of meeting was mailed or public disclosure of the date of the meeting was
made, whichever occurs first. Such notification must contain the following
information to the extent known by the notifying party: (a) the name, age,
business address and residence address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the class or series and
number of shares owned either beneficially or of record by each proposed
nominee; (d) any other information relating to each proposed nominee that would
be required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for elections of directors
pursuant to Section 14 of the Exchange Act, and the rules and regulations
promulgated thereunder; (e) the name and record address of the notifying
stockholder; (f) the class or series and number of shares of capital stock of
Super Rite that are owned beneficially or of record by the notifying
stockholder; (g) a description of all arrangements or understandings between
such stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by
such stockholder; (h) a representation that such stockholder intends to appear
in person or by proxy at the meeting to nominate the persons named in its
notice; and (i) any other information relating to the notifying stockholder that
would be required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee to being named as a nominee and to serve as a director if
elected. If the chairman of a stockholders' meeting determines that a
stockholder nomination was not made in accordance with these procedures he shall
declare to the meeting that the defective nomination shall be disregarded.

The Super Rite Bylaws provide that proposals for stockholder action by a
holder of any outstanding class of shares of Super Rite entitled to vote for the
election of directors shall be made in writing and be delivered or mailed to the
Secretary of Super Rite (a) in the case of a Timely Annual Meeting, not less
than 60 days nor more than 90 days prior to such anniversary date, and (b) in
the case of a Rescheduled Annual Meeting, or in the case of a special meeting of
stockholders, not later than the close of business on the tenth day following
the day on which the notice of meeting was mailed or public disclosure of the
date of the meeting was made, whichever occurs first. The Super Rite Bylaws
further provide that to be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter that such stockholder proposes to
bring before the meeting: (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting; (b) the name and record address of such stockholder; (c) the class or
series and number of shares of capital stock of the corporation which are owned
beneficially or of record by such stockholder; (d) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business; and (e) a representation that such stockholder intends to appear in
person or by proxy at the meeting to bring such business before the meeting. If
business is brought before a meeting without complying with these provisions,
the chairman of the meeting shall declare that the business has not been brought
properly before the meeting and such business shall not be transacted.

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DIRECTOR STANDARD OF CONDUCT

RICHFOOD

The VSCA requires that a director of a Virginia corporation discharge his
duties as a director in accordance with his good faith business judgment of the
best interests of the corporation.

SUPER RITE

Delaware common law requires that a director of a Delaware corporation
discharge his duties as a director in accordance with the fiduciary duties of
care and loyalty. The duty of care requires that directors, in performing their
corporate duties, exercise the care that an ordinarily prudent person would
exercise under similar circumstances. The duty of loyalty prohibits self-dealing
by directors.

LIMITATIONS ON DIRECTOR LIABILITY

RICHFOOD

The Richfood Articles eliminate personal liability for monetary damages for
all officers and directors of Richfood, except with respect to willful
misconduct or a knowing violation of criminal law or any federal or state
securities law, in any proceeding brought by a shareholder of Richfood in the
right of Richfood or brought by or on behalf of shareholders of Richfood.

SUPER RITE

The Super Rite Certificate eliminates the personal liability of directors
to Super Rite or its stockholders arising out of any action for monetary damages
for any breach of fiduciary duty, except with respect to (a) any breach of the
director's duty of loyalty to Super Rite or its stockholders, (b) acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (c) any liability for unlawful distributions or (d) any
transaction from which the director derived an improper personal benefit.

INDEMNIFICATION

RICHFOOD

The Richfood Articles require indemnification in any proceeding, including
a proceeding brought by Richfood or by a shareholder in the right of Richfood or
brought by or on behalf of the shareholders of Richfood, against (a) any person
who was or is a party to such proceeding by reason of the fact that he is or was
a director or officer of Richfood, and (b) any director or officer of Richfood
in connection with service at the request of Richfood as director, trustee,
partner or officer of another enterprise, in either case unless the person
engaged in willful misconduct or a knowing violation of the criminal law.

SUPER RITE

The Super Rite Bylaws require indemnification to the fullest extent
permitted by law of any person made, or threatened to be made, a defendant or
witness to any action, suit or proceeding because he is or was a director or
officer of Super Rite, or by reason of the fact that such director or officer,
at the request of Super Rite, is or was serving another entity. Delaware law
permits indemnification in connection with liability arising out of any action
where the indemnified party acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation or, in
the case of a criminal action, he had no reasonable cause to believe his conduct
was unlawful. In an action by or in the right of the corporation in which a
person has been adjudged to be liable to the corporation, indemnification is not
permitted unless and to the extent the relevant court determines that, despite
such adjudication, such person is fairly and reasonably entitled to indemnity
for such expenses as the court deems proper.

MERGERS, SHARE EXCHANGES AND SALES OF ASSETS

RICHFOOD

The Richfood Articles generally require that any merger, share exchange or
sale of all or substantially all the assets of Richfood not in the ordinary
course of business be approved by more than two-thirds of the votes entitled to
be cast by each voting group that is entitled to vote on such transaction.

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SUPER RITE

The DGCL generally requires that any merger, share exchange or sale of all
or substantially all the assets of a corporation not in the ordinary course of
business be approved by the affirmative vote of the majority of the issued and
outstanding shares of each voting group entitled to vote.

ANTI-TAKEOVER STATUTES

RICHFOOD

The VSCA contains provisions governing "Affiliated Transactions." These
provisions, with several exceptions discussed below, require approval of
material acquisition transactions between a Virginia corporation and any holder
of more than 10 percent of any class of its outstanding voting shares (an
"Interested Shareholder") by the holders of at least two-thirds of the remaining
voting shares. Affiliated Transactions subject to this approval requirement
include mergers, share exchanges, material dispositions of corporate assets not
in the ordinary course of business, any dissolution of the corporation proposed
by or on behalf of an Interested Shareholder or any reclassification, including
reverse stock splits, recapitalization or merger of the corporation with its
subsidiaries, which increases the percentage of voting shares owned beneficially
by an Interested Shareholder by more than five percent.

For three years following the time that an Interested Shareholder becomes
an owner of 10 percent of the outstanding voting shares, a Virginia corporation
cannot engage in an Affiliated Transaction with such Interested Shareholder
without approval of two-thirds of the voting shares other than those shares
beneficially owned by the Interested Shareholder, and majority approval of the
"Disinterested Directors." A Disinterested Director means, with respect to a
particular Interested Shareholder, a member of the board of directors who was
(a) a member on the date on which an Interested Shareholder became an Interested
Shareholder, and (b) recommended for election by, or was elected to fill a
vacancy and received the affirmative vote of, a majority of the Disinterested
Directors then on the board. At the expiration of the three-year period, the
statute requires approval of Affiliated Transactions by two-thirds of the voting
shares other than those beneficially owned by the Interested Shareholder.

The principal exceptions to the special voting requirement apply to
transactions proposed after the three-year period has expired and require either
that the transaction be approved by a majority of the corporation's
Disinterested Directors or that the transaction satisfy the fair-price
requirements of the statute. In general, the fair-price requirement provides
that in a two-step acquisition transaction, the Interested Shareholder must pay
the shareholders in the second step either the same amount of cash or the same
amount and type of consideration paid to acquire the Virginia corporation's
shares in the first step.

None of the foregoing limitations and special voting requirements applies
to a transaction with an Interested Shareholder (a) whose acquisition of shares
making such person an Interested Shareholder was approved in advance by a
majority of the Virginia corporation's Disinterested Directors, or (b) who was
an Interested Shareholder on the date the corporation became subject to these
provisions by virtue of its having 300 shareholders of record.

These provisions were designed to deter certain takeovers of Virginia
corporations. In addition, the statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation can adopt an amendment to its articles of
incorporation or bylaws providing that the Affiliated Transactions provisions
shall not apply to the corporation. Richfood has not adopted any such amendment.

The VSCA also contains provisions relating to "control share acquisitions,"
which are transactions causing the voting strength of any person acquiring
beneficial ownership of shares of a Virginia public corporation to meet or
exceed certain threshold percentages (20%, 33 1/3% or 50%) of the total votes
entitled to be cast for the election of directors. Shares acquired in a control
share acquisition have no voting rights unless (a) the voting rights are granted
by a majority vote of all outstanding shares other than those held by the
acquiring person or any officer or employee director of the corporation, or (b)
the articles of incorporation or bylaws of the corporation provide that these
Virginia law provisions do not apply to acquisitions of its shares. The
acquiring person may require that a special meeting of the shareholders be held
to consider the grant of voting rights to the shares acquired in the control
share acquisition. These provisions were designed to deter certain takeovers of
Virginia public corporations. The Richfood Articles provide that these
provisions shall not be applicable to acquisitions of its shares.

SUPER RITE

Section 203 of the DGCL regulates business combinations with interested
stockholders. Under Section 203 of the DGCL, a Delaware corporation is
prohibited from entering into a business combination with the beneficial owner
of 15% or

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more of the corporation's outstanding voting stock (an "interested
stockholder"), or its affiliates, for three years from the date such stockholder
became an interested stockholder unless (i) prior to the date the stockholder
became an interested stockholder, the board of directors of the corporation
approved either the business combination or the transaction that resulted in
such person or entity becoming an interested stockholder, (ii) the interested
stockholder acquired at least 85% of such corporation's outstanding voting stock
(excluding shares owned by persons who are directors, officers and by certain
employee stock plans) in the same transaction in which such stockholder became
an interested stockholder or (iii) on or subsequent to the date of the
transaction by which the stockholder became an interested stockholder, the
business combination is approved by the board of directors and the holders of
two-thirds of the corporation's outstanding voting stock (not including shares
owned by the interested stockholder). In general, a Delaware corporation must
specifically elect, through an amendment to its bylaws or certificate of
incorporation, not to be governed by these provisions. Super Rite has not made
such an election and, therefore, is currently subject to these provisions of the
DGCL.

AMENDMENTS TO ARTICLES OF INCORPORATION

RICHFOOD

The Richfood Articles provide that any amendment to the Richfood Articles
shall be approved by more than two-thirds of the votes entitled to be cast by
each voting group that is entitled to vote on the matter.

SUPER RITE

The DGCL provides generally that a Delaware corporation's certificate of
incorporation may be amended by the board of directors and by the affirmative
vote of the holders of a majority of the outstanding shares entitled to vote.

AMENDMENTS TO BYLAWS

RICHFOOD

The Richfood Bylaws provide that the Richfood Board shall have the power to
adopt, amend or repeal the Richfood Bylaws with or without the approval of the
shareholders of Richfood by affirmative vote of a majority of the directors,
although bylaws so adopted, amended or repealed by the Richfood Board may be
further adopted, amended or repealed by the shareholders and the shareholders in
adopting or amending a particular bylaw may provide expressly that the Richfood
Board may not amend or repeal such bylaw.

SUPER RITE

The Super Rite Certificate and Bylaws provide generally that the Super Rite
Bylaws may be amended by the affirmative vote of the holders of the outstanding
capital stock of the Corporation entitled to vote thereon.

DISSENTERS' RIGHTS

RICHFOOD

Under the VSCA, a shareholder of a Virginia corporation is entitled to
dissent from, and to receive payment of the "fair value" of his shares in the
event of, any of the following corporate transactions: (a) consummation of a
merger to which the corporation is a party, provided that either (i) shareholder
approval is required for the merger pursuant to the VSCA or the corporation's
articles of incorporation and the shareholder is entitled to vote, or (ii) the
corporation is a subsidiary being merged with its parent pursuant to a
particular VSCA provision for such transactions; (b) consummation of a plan of
share exchange to which the corporation is a party as the party whose shares
will be acquired, provided that the shareholder is entitled to vote on the plan;
(c) consummation of the sale or exchange of all or substantially all the
property of the corporation, if the shareholder is entitled to vote on the
transaction or the transaction is in furtherance of a dissolution on which the
shareholder is entitled to vote, and provided that the transaction is neither
(i) a transaction pursuant to court order, nor (ii) a transaction for cash
pursuant to a plan by which all or substantially all of the net proceeds will be
distributed to shareholders within one year; or (d) any corporate action taken
pursuant to a shareholder vote, to the extent that the articles of
incorporation, the bylaws or a resolution of the board of directors provides
that voting and nonvoting shareholders are entitled to dissent and obtain
payment for their shares.

With respect to shares of any class or series that are either listed on a
national securities exchange or held by at least 2,000 record shareholders,
dissenters' rights are not available to the holders of such shares by reason of
a merger, share exchange or sale or exchange of property unless: (a) the
articles of incorporation of the corporation issuing such shares

<PAGE>
provide otherwise; (b) in the case of a merger or share exchange, the holders of
such shares are required to accept anything other than (i) cash, (ii) shares of
the surviving or acquiring corporation or shares of any other corporation that
are either listed subject to notice of issuance on a national securities
exchange or held by more than 2,000 record shareholders or (iii) a combination
of cash and such shares; or (c) the transaction is an Affiliated Transaction and
has not been approved by a majority of the Disinterested Directors as defined in
the VSCA.

A shareholder who has the right to dissent from a transaction and receive
payment of the "fair value" of his shares must follow specific procedural
requirements as set forth in the VSCA in order to maintain such right and obtain
such payment.

SUPER RITE

Under the DGCL, a stockholder of a Delaware corporation is entitled to an
appraisal by the Court of Chancery of the "fair value" of his shares in the
event of the consummation of a merger or consolidation to which the corporation
is a party, provided that either (i) approval by the stockholders of the
corporation is required for the merger pursuant to the DGCL or the corporation's
certificate of incorporation and the stockholder is entitled to vote, or (ii)
the corporation is a subsidiary being merged with its parent or another
subsidiary of the parent pursuant to a particular DGCL provision for such
transactions and all of the stock of the corporation is not owned by the parent
corporation.

With respect to shares of any class or series that are either listed on a
national securities exchange or designated as a national market system security
on an interdealer quotation system by the NASD or held by at least 2,000 record
stockholders, appraisal rights are not available to the holders of such shares
by reason of a merger or consolidation unless the holders thereof are required
by the terms of an agreement of merger or consolidation to accept for such stock
anything except (i) cash in lieu of fractional shares, (ii) shares of the
surviving corporation or shares of any other corporation that are either listed
on a national securities exchange or designated as a national market system
security on an interdealer quotation system by the NASD or held by more than
2,000 record stockholders or (iii) a combination of cash in lieu of fractional
shares and such shares.

A Delaware corporation may provide in its certificate of incorporation that
appraisal rights shall be available for the shares of any class or series of its
stock as a result of an amendment to its certificate of incorporation, any
merger or consolidation to which the corporation is a party or the sale of all
or substantially all of the assets of the corporation. Super Rite has not
provided for such rights in the Super Rite Certificate.

A stockholder who has the right to appraisal in connection with a
transaction and to receive payment of the "fair value" of his shares must follow
specific procedural requirements as set forth in the DGCL in order to maintain
such right and obtain such payment.

TRANSFER RESTRICTIONS

RICHFOOD

The Richfood Articles establish certain restrictions on the original
issuance and transfer of shares of Richfood Common Stock.

Shares of Richfood Common Stock may not be transferred to any person who,
immediately following such transfer would, together with such person's
Affiliates and Associates, be the beneficial owner of more than 20% of such
shares, unless the proposed transfer is approved in advance by the Richfood
Board. The Richfood Articles provide that an attempt to transfer shares of
Richfood Common Stock without prior approval by the Richfood Board to any person
who would thereafter own more than 20% of such shares shall be null and void and
shall not be recognized by Richfood for any purpose, except that the Richfood
Board may elect to recognize such attempted transfer and simultaneously redeem
such shares at their "restricted share redemption price" (generally the lowest
price actually paid by the transferee for shares of Richfood Common Stock during
the two year period immediately before the attempted transfer or, if such price
cannot be determined readily by the Richfood Board, then the lowest closing
price for such shares in their principal trading market during such period).

The Richfood Articles require record holders of Richfood Common Stock to
disclose to Richfood upon demand information with respect to beneficial
ownership of the shares then held by them. Richfood may enforce the restrictions
on transfer of shares of Richfood Common Stock by polling registered holders
with respect to the beneficial ownership of their shares and by monitoring
filings with the Commission by persons beneficially owning 5% or more of the
Common Stock as required pursuant to Section 13(d) of the Exchange Act.

SUPER RITE

The Super Rite Certificate does not establish transfer restrictions on the
original issuance or transfer of shares of Super Rite Common Stock.

<PAGE>

ELECTION OF DIRECTORS OF RICHFOOD
(PROPOSAL 2)

At the Richfood Meeting, 13 directors are expected to be elected to hold
office until the next annual meeting of shareholders and until their respective
successors are duly elected and qualified. Unless authority to do so is
withheld, shares of Richfood Common Stock represented by properly executed
proxies in the enclosed form will be voted for the election of the persons named
below. Each of the nominees is currently a director and has served continuously
since the year he or she joined the Richfood Board. Mr. John F. Rotelle was
elected to the Richfood Board on November 3, 1994, and Mr. John E. Stokely was
elected to the Richfood Board on June 8, 1995. If any of the nominees should
become unavailable, the Richfood Board may designate substitute nominees for
whom the proxies on the enclosed form will be voted. In the alternative, the
Richfood Board may reduce the size of the Richfood Board to the number of
remaining nominees for whom the proxies will be voted.

NOMINEES FOR ELECTION TO THE RICHFOOD BOARD

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR DIRECTOR
NAME EMPLOYMENT DURING LAST FIVE YEARS CONTINUOUSLY SINCE AGE

<S> <C> <C> <C>
Donald D. Bennett Chairman of the Board and Chief Executive Officer of 1990 59
Richfood (since June 1995); former President and Chief Executive Officer of Richfood;
Director, Best Products Co., Inc.

Roger L. Gregory Managing Partner, Wilder & Gregory Law Office. 1994 42

Grace E. Harris Provost and Vice President for Academic Affairs, Virginia Commonwealth 1994 62
University.

John C. Jamison Chairman, Mallardee Associates, a corporate financial advisory service, and 1990 61
Limited Partner, Goldman, Sachs & Co., an investment banking and brokerage
firm; former President and Chief Executive Officer, The Mariner's Museum,
an international maritime museum (1990-1992), and Dean, School of Business
Administration, College of William and Mary (1985-1990); Director, Hershey
Foods Corporation and Best Products Co., Inc.

Michael E. Julian, Jr. Chairman, President and Chief Executive Officer, Farm Fresh, Inc., a retail 1988 45
grocery chain.

G. Gilmer Minor, III Chairman of the Board (since 1994), President and Chief Executive Officer, 1988 54
Owens & Minor, Inc., a wholesale distributor of medical, pharmaceutical and
surgical supplies; Director, Crestar Financial Corporation.

Claude B. Owen, Jr. Chairman of the Board and Chief Executive Officer, DIMON Incorporated 1988 50
(successor to Dibrell Brothers, Incorporated), an importer and exporter of
leaf tobacco and fresh cut flowers; former Chairman of the Board, Chief
Executive Officer and, since 1993, President, Dibrell Brothers,
Incorporated; Director, American National Bankshares, Inc.

John F. Rotelle Chairman (since July 1995) and former President of Rotelle, Inc. 1994 59

Albert F. Sloan Former Director (until April 1995), Chairman of the Board (1990), and 1990 65
President and Chief Executive Officer (1976-1990), Lance, Inc., a
manufacturer of cookies, crackers and snack foods; Director, Basset
Furniture Industries, Inc., Cato Corporation and PCA International, Inc.

John E. Stokely President and Chief Operating Officer of Richfood (since June 1995); former 1995 42
Executive Vice President - Finance and Administration (August 1993-June
1995), Senior Vice President - Finance and Chief Financial Officer (April
1991-August 1993), Vice President - Finance and Chief Financial Officer
(August 1990-April 1991), and also Secretary (August 1990-January 1991) of
Richfood.

George H. Thomazin President, Thomazin Enterprises, a business investment firm; former Chief 1990 55
Executive Officer, Continental Brokers Co., a food brokerage firm
(1989-1992).

James E. Ukrop Vice-Chairman and Chief Executive Officer, Ukrop's Super Markets, Inc., a 1987 58
retail grocery chain; former President and Chief Executive Officer, Ukrop's
Super Markets, Inc.; Director, Legg Mason, Inc. and Owens & Minor, Inc.

Edward Villaneuva Financial Consultant; former Acting President and Chief Financial Officer 1990 60
of Richfood (1989-1990); Director, Circuit City Stores, Inc.
</TABLE>

<PAGE>
THE RICHFOOD BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 2 TO ELECT
THE FOREGOING NOMINEES TO THE RICHFOOD BOARD TO SERVE UNTIL THE NEXT ANNUAL
MEETING OF SHAREHOLDERS OF RICHFOOD.

RICHFOOD BOARD AND COMMITTEES

The Richfood Board meets regularly every quarter and following each annual
meeting of Richfood shareholders. During fiscal 1995, there were five meetings
of the Richfood Board.

The Richfood Board has standing Executive, Audit, Executive Compensation
and Nominating Committees. Members of the Executive Committee are Messrs.
Bennett (Chairman), Owen, Sloan and Thomazin. Mr. Bennett succeeded Mr. Owen as
Chairman of the Executive Committee in June 1995. During fiscal 1995, there were
no meetings of the Executive Committee. The Executive Committee reviews various
matters and submits proposals or recommendations to the Richfood Board. The
Executive Committee is empowered to and does act for the Richfood Board on
certain matters.

Members of the Audit Committee are Messrs. Jamison (Chairman), Gregory,
Minor and Villanueva. During fiscal 1995, there were three meetings of the Audit
Committee. The Audit Committee recommends an independent public accounting firm
to be selected by the Richfood Board for the upcoming fiscal year. The Audit
Committee reviews and approves various audit functions including the annual
audit performed by Richfood's independent auditors. Periodically, Richfood's
internal auditors and independent auditors report directly to the Audit
Committee.

Members of the Executive Compensation Committee are Messrs. Sloan
(Chairman), Julian, Thomazin and Ukrop and Dr. Harris. During fiscal 1995, there
were four meetings of the Executive Compensation Committee. The Executive
Compensation Committee recommends to the Richfood Board the compensation of
Richfood's Chief Executive Officer, approves the compensation of Richfood's
other executive officers and administers Richfood's annual and long-term
incentive plans.

Members of the Nominating Committee are Messrs. Minor (Chairman), Bennett
and Ukrop. During fiscal 1995, there was one meeting of the Nominating
Committee. The Nominating Committee recommends to the full Richfood Board
persons to serve as directors of Richfood and establishes such procedures as it
deems proper to receive and review information concerning potential candidates
for election or reelection to the Richfood Board. Shareholders entitled to vote
for the election of directors may nominate candidates for consideration by the
Nominating Committee. Notice of nominations made by shareholders with respect to
the 1996 annual meeting must be received in writing by the Secretary of Richfood
no earlier than June 24, 1996, and no later than July 19, 1996. For procedures
with respect to shareholder nominations of directors, see "Comparison of
Shareholder Rights -- Notice of Shareholder Nominations of Directors and
Shareholder Proposals." In connection with the extension of Mr. Bennett's
employment with Richfood, effective May 21, 1993, Richfood entered into an
employment and severance benefits agreement with Mr. Bennett which provides,
among other things, that the Richfood Board will nominate Mr. Bennett for
election to the Richfood Board at each annual meeting of shareholders during the
term of the agreement, and will use its best efforts to cause Mr. Bennett to be
duly elected to the Richfood Board at each such meeting. In connection with Mr.
Stokely's employment as President and Chief Operating Officer of Richfood,
effective June 8, 1995, Richfood entered into an employment and severance
benefits agreement with Mr. Stokely which provides, among other things, that the
Richfood Board will nominate Mr. Stokely for election to the Richfood Board at
each annual meeting of shareholders during the term of the agreement, and will
use its best efforts to cause Mr. Stokely to be duly elected to the Richfood
Board at each such meeting.

Persons who are employees of Richfood or of any subsidiary of Richfood
receive no compensation for their services as directors of Richfood. During
fiscal 1995, other directors received an annual retainer of $12,000 for their
services and fees of $1,000 for each meeting of the Richfood Board and $750 for
each meeting of a Richfood Board committee attended. Chairmen of each Richfood
Board committee who are not employees of Richfood or of any subsidiary of
Richfood also receive an additional annual retainer of $2,500. In addition,
pursuant to Richfood's Non-Employee Directors' Stock Option Plan, which was
approved by the shareholders of Richfood at the 1994 annual meeting, each year
each director who is not an employee of Richfood or of any subsidiary of
Richfood is granted an option to purchase 1,000 shares of Richfood Common Stock
for a per share exercise price equal to the fair market value of one share of
Richfood Common Stock on the date of grant.

<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF RICHFOOD

The following table shows, as of July 7, 1995 (except as provided below),
the direct and indirect beneficial ownership of shares of Richfood Common Stock
by (i) all directors of Richfood, (ii) each executive officer named in the
Summary Compensation Table, (iii) all directors and executive officers of
Richfood as a group and (iv) each person known by Richfood to beneficially own
more than 5% of the outstanding shares of Richfood Common Stock.

<TABLE>
<CAPTION>
SOLE
VOTING
AND
INVESTMENT PERCENTAGE
NAME POWER(1) OTHER(2) TOTAL OWNERSHIP(3)
<S> <C> <C> <C> <C>
Donald D. Bennett 125,049 660 125,709
Roger L. Gregory 250 0 250
Grace E. Harris 450 0 450
John C. Jamison 10,250 0 10,250
Michael E. Julian, Jr. 4,250 0 4,250
G. Gilmer Minor, III 5,250 0 5,250
Claude B. Owen, Jr. 20,450 0 20,450
John F. Rotelle 82,200 58 82,258
Albert F. Sloan 4,250 3,000 7,250
John E. Stokely 62,703 211 62,914
George H. Thomazin 5,700 0 5,700
James E. Ukrop 20,250 1,142,684 1,162,934 5.43%
Edward Villanueva 104,250 0 104,250
Edgar E. Poore 185,230 495 185,725
Christopher A. Brown 27,773 1,532 29,305

All Directors and Executive Officers
as a Group (24 persons) 742,781 1,150,993 1,893,774 8.76

FMR Corp.(4)
82 Devonshire Street
Boston, Massachusetts 02109 0 2,234,600 2,234,600 10.43

Robert Fleming Inc.(5)
1285 Avenue of the Americas
New York, New York 10019 1,485,260 0 1,485,260 6.93

GeoCapital Corporation(5)
767 Fifth Avenue
New York, New York 10153 1,234,300 0 1,234,300 5.76

Ukrop's Super Markets, Inc.
600 Southlake Boulevard
Richmond, Virginia 23236 1,142,684 0 1,142,684 5.33
</TABLE>

(1) With respect to each of Messrs. Gregory, Jamison, Julian, Minor, Owen,
Sloan, Thomazin, Ukrop and Villanueva and Dr. Harris, includes 250 shares of
Richfood Common Stock that may be acquired within sixty days of July 7,
1995, under Richfood's Non-Employee Directors' Stock Option Plan. Also
includes the following number of shares of Richfood Common Stock that may be
acquired within sixty days of July 7, 1995, under Richfood's Long-Term
Incentive Plan and/or Omnibus Stock Incentive Plan by the following
executive officers and group: Mr. Stokely - 2,500; Mr. Poore - 87,250; Mr.
Brown - 23,500; and all directors and executive officers as a group -
179,350.

(2) With respect to Mr. Sloan, reflects shares held by his wife. Mr. Sloan
disclaims beneficial ownership of such shares. With respect to Mr. Ukrop,
reflects shares held by Ukrop's Super Markets, Inc. Mr. Ukrop disclaims
beneficial ownership of such shares. With respect to Messrs. Bennett,
Stokely, Poore, Rotelle and Brown, and all directors and executive officers
as a group, reflects shares held under Richfood's Savings and Stock
Ownership Plan as of March 31, 1995. With respect to FMR Corp. ("FMR"), see
footnote 4, below.

(3) Except as indicated, each person or group beneficially owns less than 1% of
the outstanding shares of Richfood Common Stock.

(4) As reported in a Form 13G dated August 7, 1995, as of July 31, 1995,
Fidelity Management & Research Company ("Fidelity"), a subsidiary of FMR,
beneficially owned 2,234,600 shares, or 10.43%, of the outstanding Richfood
Common Stock as a result of acting as an investment adviser to several
investment companies. The ownership of one investment company, Fidelity
Contrafund Inc., amounted to 1,746,800 shares, or 8.15%, of the outstanding
Richfood Common Stock. Edward C. Johnson 3d and FMR, through its control of
Fidelity, each has power to dispose of the shares owned by the investment
companies. The Boards of Trustees of the individual investment companies
have power to vote and dispose of the shares owned by such investment
companies.

(5) Based solely on information provided to Richfood by such shareholder as of
the following dates: July 3, 1995, with respect to Robert Fleming Inc.; and
July 1, 1995, with respect to GeoCapital Corporation.

<PAGE>
SECTION 16(A) COMPLIANCE

Section 16(a) of the Exchange Act requires Richfood's executive officers
and directors, and persons who own more than 10% of Richfood Common Stock, to
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Commission and the NASD. Executive officers, directors and owners of more than
10% of Richfood Common Stock are required by regulation to furnish Richfood with
copies of all Forms 3, 4 and 5 they file.

Based solely on Richfood's review of the copies of such forms it has
received and written representations from certain reporting persons who were not
required to file a Form 5 for fiscal 1995, Richfood believes that all of its
executive officers, directors and owners of more than 10% of Richfood Common
Stock complied with all Section 16(a) filing requirements applicable to them
with respect to transactions during fiscal 1995, except that Mr. Rotelle filed a
late report with respect to two purchase transactions during such fiscal year.
Mr. Rotelle reported such purchase transactions on his Form 5 for fiscal 1995,
which was filed on a timely basis.

RICHFOOD EXECUTIVE COMPENSATION

RICHFOOD EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Executive Compensation Committee of the Richfood Board (the
"Committee") is delegated the power to administer the compensation programs of
Richfood applicable to its executive officers. The Committee, which is comprised
of five outside directors, recommends to the Richfood Board the compensation of
Richfood's Chief Executive Officer, approves the compensation of Richfood's
other executive officers and administers Richfood's annual and long-term
incentive plans.

The purposes of Richfood's compensation plans and the objectives of the
Committee are to:

(Bullet) provide a competitive compensation program to enable Richfood
to attract and retain qualified top management personnel;

(Bullet) emphasize the relationship between pay and performance by
placing variable compensation at risk subject to the
achievement of specific and measurable goals and objectives;

(Bullet) balance Richfood's short-term and long-term objectives
appropriately; and

(Bullet) align the financial interests of the executive officers with
those of Richfood's shareholders by encouraging and promoting
executive ownership of Richfood Common Stock.

The Committee believes that compensation programs should enable management
to understand clearly what potential rewards are and what performance must be
achieved to earn such awards. An independent consultant is used to recommend
compensation structures for Richfood. To further the objectives stated above,
the compensation programs for all executive officers include three components:
(i) base salary; (ii) annual cash incentive compensation; and (iii) long-term
incentives in the form of stock options, restricted stock, stock appreciation
rights ("SARs") and/or performance shares. The Committee's policy on the tax
deductibility of compensation for the Chief Executive Officer and other
executive officers is to maximize the deductibility thereof, to the extent
possible, while preserving the Committee's flexibility to maintain competitive
compensation programs. All executive compensation paid or awarded during fiscal
1995 is considered to be fully deductible by Richfood under the Revenue
Reconciliation Act of 1993.

BASE SALARY

Richfood seeks to maintain executive compensation at levels competitive
with other corporations in Richfood's market and industry in accordance with
information, including survey data, available to Richfood. Corporations
considered included the companies included in Richfood's Peer Group, as defined
below, as well as other companies in the grocery industry. Periodic increases in
base salary are based on evaluations of each executive's past and current
performance, competitive market conditions and Richfood's performance. As
discussed below, the base salary of the Chief Executive Officer, Mr. Bennett,
for fiscal 1995 was established pursuant to an employment agreement executed in
May 1993 in connection with the extension of Mr. Bennett's employment with
Richfood. The base salary of Richfood's other executive officers is determined
by Richfood's Chief Executive Officer, subject to the approval of the Committee.

ANNUAL CASH INCENTIVE COMPENSATION

It is the Committee's policy that a significant portion of total
compensation be "at risk" based on performance criteria. The Committee believes
that this approach relates compensation levels to performance and is in the best
interests of the

<PAGE>
shareholders. Richfood's Executive Officer Performance Plan is designed to
reward certain officers and other key employees for Richfood's operating
performance as measured by established earnings criteria and for individual and
departmental performance. Under this Plan, an incentive compensation pool is
funded based on predetermined threshold, target and maximum levels of Richfood's
adjusted pre-tax FIFO earnings. A participant shares in the incentive
compensation pool, up to a predetermined maximum percentage of annual base
salary. Awards, established as a percentage of base salary, vary by management
level. Adjustments to awards and flexibility for special awards are available to
reflect individual performance. Each year the Committee approves the threshold,
target and maximum levels of Richfood's earnings and corresponding percentages
of annual base salary in conjunction with its review of Richfood's annual fiscal
plan. All executive officers other than Mr. Bennett participated in this plan
for fiscal 1995. As discussed below, the formula for determining Mr. Bennett's
incentive compensation for fiscal 1995 was established under the terms of his
May 1993 employment agreement.

LONG-TERM INCENTIVES

Richfood's Omnibus Stock Incentive Plan, which was approved by the
shareholders in fiscal 1992, permits the Committee, in its discretion, to grant
options to purchase shares of Richfood Common Stock, SARs, shares of restricted
stock and performance shares to any employee of Richfood or its subsidiaries who
the Committee believes has contributed significantly or can be expected to
contribute significantly to the profits or growth of Richfood. The Committee
determines the amount of the grant, the term of the options, SARs, restricted
stock or performance shares and the requisite conditions for exercise and
vesting. The Committee does not take into account stock ownership of plan
participants in determining the amount or terms of grants under the Omnibus
Stock Incentive Plan. The granting or award of stock-based compensation is
intended to encourage executives to take a longer view of the impact of their
individual contributions to Richfood. As with base pay and annual incentive
compensation, the Committee reviews survey data to establish competitive
long-term compensation structures.

During fiscal 1995, 54 employees, including each of the executive officers
named in the Summary Compensation Table, received grants of options under the
Omnibus Stock Incentive Plan. Options granted during fiscal 1995 were granted at
the fair market value of Richfood Common Stock on the date of grant;
accordingly, the market value of Richfood Common Stock must increase before the
employee receives any benefit from the grant. All but one of the options granted
during fiscal 1995 become exercisable in installments over a four-year period.
No shares of restricted stock, performance shares or SARs were granted during
fiscal 1995. During fiscal 1995, one executive officer received an award of
Richfood Common Stock under the Omnibus Stock Incentive Plan. In addition,
during fiscal 1995, all awards of performance shares made during fiscal 1994
were cancelled.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

Effective May 21, 1993, Richfood and Mr. Bennett entered into a four-year
employment agreement that provided for an annual salary of $350,000. In June
1995, Mr. Bennett's employment agreement was amended to increase his annual
salary for fiscal years 1996 and 1997 to $425,000. Mr. Bennett's agreement also
provides for annual incentive compensation equal to a predetermined percentage
(up to a maximum of 150%) of Mr. Bennett's annual salary based on the same
threshold, target and maximum levels of adjusted pre-tax FIFO earnings of
Richfood established for Richfood's other executive officers under Richfood's
Executive Officer Performance Plan. During fiscal 1995, Richfood achieved the
maximum level of adjusted pre-tax FIFO earnings established by the Committee,
resulting in Mr. Bennett earning the maximum amount of annual incentive
compensation permitted under his employment agreement. In addition, Mr. Bennett
was awarded a special bonus for fiscal 1995 of $105,000, as a result of his role
in directing Richfood to its fifth consecutive year of record net earnings. Mr.
Bennett also is entitled to participate in Richfood's long-term incentive plans
generally applicable to its executive officers. In determining Mr. Bennett's
compensation, the Committee considered his exemplary performance and
contribution to the growth and success of Richfood and his outstanding
leadership in bringing about the achievement of nonfinancial goals as well as
financial results clearly exceeding those of industry competitors. In addition,
the Committee reviewed compensation of other chief executive officers in the
wholesale and retail grocery industry, including those employed by companies in
the Peer Group used in the performance graph set forth below. The Committee
considered Richfood's financial performance during Mr. Bennett's tenure to be
superior relative to the companies in the industry. During Mr. Bennett's tenure
as Chief Executive Officer, the total market capitalization of Richfood
(determined by multiplying share price by number of shares outstanding) has
risen from approximately $55 million to approximately $428 million at the end of
fiscal 1995.

<PAGE>
In conclusion, the Committee believes that the compensation policies and
practices of Richfood herein described are fair and equitable and are in keeping
with the best interests of Richfood and its shareholders.

EXECUTIVE COMPENSATION COMMITTEE

<TABLE>
<S> <C>
Albert F. Sloan, Chairman George H. Thomazin
Grace E. Harris James E. Ukrop
Michael E. Julian, Jr.
</TABLE>

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

The following table shows, for the fiscal years ended April 29, 1995, April
30, 1994, and May 1, 1993, the cash compensation paid by Richfood, as well as
certain other compensation paid or accrued, to Richfood's Chief Executive
Officer and its four other most highly compensated executive officers (the
"Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION SECURITIES
NAME AND OTHER RESTRICTED UNDERLYING
PRINCIPAL POSITION FISCAL ANNUAL STOCK OPTIONS/ ALL OTHER
AT JUNE 8, 1995 YEAR SALARY BONUS COMPENSATION(1) AWARDS(2) SARS(3) COMPENSATION(4)
<S> <C> <C> <C> <C> <C> <C> <C>
Donald D. Bennett 1995 $350,000 $630,000 30,000 $ 2,529
Chairman and Chief 1994 348,077 525,000 20,000 5,785
Executive Officer 1993 250,000 400,000 2,067

John E. Stokely 1995 174,433 160,000 $31,000 12,000 5,820
President and Chief 1994 169,846 150,000 10,000 3,852
Operating Officer 1993 162,000 120,300 $68,500 32,000 506

Edgar E. Poore 1995 161,000 110,000 12,000 4,025
Executive Vice 1994 160,942 104,650 10,000 5,525
President 1993 158,620 102,570 68,500 32,000 1,823

John F. Rotelle 1995 160,305 100,000 4,000 481
Chairman -- Rotelle,
Inc.(5)

Christopher A. Brown 1995 149,592 107,250 2,000 10,000 3,283
President and Chief 1994 114,962 78,000 6,000 10,000 1,707
Operating Officer -- 1993 95,077 42,200 6,000 34,250 16,000 1,155
Rotelle, Inc.
</TABLE>

(1) With respect to Mr. Stokely, reflects the dollar value of an award of
Richfood Common Stock under Richfood's Omnibus Stock Incentive Plan, based
on the fair market value of Richfood Common Stock on the date of grant. With
respect to Mr. Brown, reflects automobile allowance paid. None of the Named
Executive Officers received other perquisites or other personal benefits,
securities or property with an aggregate value in excess of the lesser of
$50,000 or 10% of the total of his salary and bonus shown above.

(2) Reflects the dollar value of awards of restricted stock under Richfood's
Omnibus Stock Incentive Plan, based on the fair market value of Richfood
Common Stock on the date of grant. The aggregate number of shares and value
of restricted stock held by the Named Executive Officers as of April 29,
1995, were as follows: Mr. Bennett - 20,000, $400,000; Mr. Stokely - 8,000,
$160,000; Mr. Poore - 8,000, $160,000; Mr. Rotelle - 0, $0; and Mr. Brown -
4,000, $80,000. None of such shares vest, in whole or in part, in less than
three years from the date of grant. Dividends are paid on restricted stock
at the same rate and times as on all other shares of Common Stock.

(3) Reflects nonqualified stock options granted under Richfood's Omnibus Stock
Incentive Plan.

(4) "All Other Compensation" for fiscal 1995 consists of: (i) Richfood's 25%
matching contributions under Richfood's Savings and Stock Ownership Plan to
the Named Executive Officers as follows: Mr. Bennett - $2,529; Mr. Stokely -
$435; Mr. Poore - $1,548; Mr. Rotelle - $481; and Mr. Brown - $1,379; and
(ii) the amounts awarded to the following Named Executive Officers under
Richfood's Vacation to Stock Conversion Plan (which amounts, net of
applicable withholdings, were distributed in the form of shares of Richfood
Common Stock based on the fair market value of the Common Stock as of the
plan's determination date): Mr. Stokely - $5,385; Mr. Poore - $2,477; and
Mr. Brown - $1,904.

(5) Mr. Rotelle became an executive officer of Richfood on August 23, 1994, as a
result of Richfood's acquisition of Rotelle, Inc.

<PAGE>
GRANTS OF STOCK OPTIONS AND SARS

The following table contains information concerning the grants of options
made during fiscal 1995 under Richfood's Omnibus Stock Incentive Plan to the
Named Executive Officers. No SARs were granted during fiscal 1995.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(1)
% OF TOTAL 5%(4) 10%(4)
NUMBER OF OPTIONS/ (ASSUMES (ASSUMES
SECURITIES SARS A RICHFOOD A RICHFOOD
UNDERLYING GRANTED TO COMMON COMMON
OPTIONS/ EMPLOYEES EXERCISE STOCK STOCK
SARS IN FISCAL OR BASE EXPIRATION PRICE OF PRICE OF
NAME GRANTED(2) YEAR PRICE(3) DATE $25.25) $40.20)
<S> <C> <C> <C> <C> <C> <C>
Donald D. Bennett 30,000 15.64% $15.50 11/3/04 $292,500 $741,000
John E. Stokely 12,000 6.26 15.50 11/3/04 117,000 296,400
Edgar E. Poore 12,000 6.26 15.50 11/3/04 117,000 296,400
John F. Rotelle 4,000 2.09 15.50 11/3/04 39,000 98,800
Christopher A. Brown 10,000 5.21 15.50 11/3/04 97,500 247,000
</TABLE>

(1) The potential realizable value is based upon assumed future prices for
Richfood Common Stock that are derived from the specified assumed annual
rates of appreciation. Actual gains, if any, on stock option exercises and
Richfood Common Stock holdings are dependent on the actual future
performance of Richfood Common Stock. There can be no assurance that the
amounts reflected in this table will be achieved.

(2) All option grants consisted of nonqualified stock options granted under the
Omnibus Stock Incentive Plan. These grants become exercisable in one-fourth
installments on December 15 of 1995, 1996, 1997 and 1998.

(3) The exercise price was set at the fair market value of Richfood Common Stock
on the date of the grant. The exercise price may be paid in cash or in
Richfood Common Stock valued at fair market value on the date preceding the
date of exercise, or a combination of cash and Richfood Common Stock.

(4) The 5% and 10% assumed annual rates of stock price appreciation used to
calculate potential option gains shown above are required by the rules of
the Commission. The actual gains that will be realized, if and when the
Named Executive Officers exercise the options granted in fiscal 1995, will
be dependent on the future performance of Richfood Common Stock. The
following is provided to illustrate the relationship between the
hypothetical gain that would be realized by the Named Executive Officers
upon the exercise of such options and the hypothetical gain that would be
realized by all shareholders as a result of the assumed stock price
appreciation:

<TABLE>
<CAPTION>
ANNUAL RATE OF STOCK PRICE
APPRECIATION
5% 10%
<S> <C> <C>
Resulting stock price based on $15.50 starting price.......................................... $ 25.25 $ 40.20
Per share gain................................................................................ 9.75 24.70
Aggregate gain that would be realized by all shareholders (based on 21,409,287 shares
outstanding on the date of grant)........................................................... 208,740,548 528,809,389
Aggregate hypothetical gain on all fiscal 1995 options granted to the Named Executive
Officers if $25.25 and $40.20 prices, respectively, are achieved............................ 663,000 1,679,600
Hypothetical aggregate gains for the Named Executive Officers as a percentage
of all shareholders' gains.................................................................. 0.32% 0.32%
</TABLE>

<PAGE>
OPTION/SAR EXERCISES AND HOLDINGS

The following table sets forth information with respect to the Named
Executive Officers concerning the exercise of options and SARs during fiscal
1995, and unexercised options and SARs held by them on April 29, 1995.

AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT FISCAL
FISCAL YEAR-END(2) YEAR-END(3)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(1) REALIZED UNEXERCISABLE(4) UNEXERCISABLE(4)
<S> <C> <C> <C> <C>
Donald D. Bennett 15,000 $104,063 5,000/45,000 $ 22,500/$202,500
John E. Stokely 84,750 837,766 2,500/41,750 11,250/354,734
Edgar E. Poore 0 0 87,250/41,750 1,254,953/354,734
John F. Rotelle 0 0 0/4,000 0/18,000
Christopher A. Brown 0 0 23,500/27,500 296,600/197,125
</TABLE>

(1) Represents nonqualified stock options granted under Richfood's Long-Term
Incentive Plan and/or Omnibus Stock Incentive Plan.

(2) Represents nonqualified stock options granted under Richfood's Long-Term
Incentive Plan and/or Omnibus Stock Incentive Plan. Each nonqualified stock
option granted under Richfood's Long-Term Incentive Plan includes a tandem
SAR.

(3) The value of unexercised in-the-money options represents the positive spread
between the April 29, 1995, closing price of Richfood Common Stock ($20.00)
and the exercise price of any unexercised options.

(4) The options represented could not be exercised by the named executive as of
April 29, 1995, and future exercisability is subject to the executive
remaining employed by Richfood or its subsidiaries for up to four years from
the date of grant, subject to acceleration for retirement, death or total
disability of the executive or a "change in control" of Richfood (as defined
in the applicable option agreements).

RICHFOOD PENSION PLAN TABLE

The table below illustrates the approximate aggregate retirement benefits
payable under Richfood's funded defined benefit pension plan for its salaried
employees and supplemental retirement plan for certain officers and other key
employees retiring at age 65. The amounts reflected in the table are stated in
payments in the form of a life annuity. Other actuarially equivalent forms of
benefit may be selected. The amounts reflected in the table are subject to
offset for Social Security and other benefits.

<TABLE>
<CAPTION>
ANNUAL YEARS OF CREDITED SERVICE(2)
COMPENSATION(1) 10 15 20 25
<S> <C> <C> <C> <C>
$100,000.................................................................. $ 60,000 $ 65,000 $ 70,000 $ 70,000
150,000.................................................................. 90,000 97,500 105,000 105,000
200,000.................................................................. 120,000 130,000 140,000 140,000
250,000.................................................................. 150,000 162,500 175,000 175,000
300,000.................................................................. 180,000 195,000 210,000 210,000
350,000.................................................................. 210,000 227,500 245,000 245,000
400,000.................................................................. 240,000 260,000 280,000 280,000
450,000.................................................................. 270,000 292,500 315,000 315,000
</TABLE>

(1) Annual compensation is the average of a participant's highest five
consecutive years' compensation (base salary plus overtime and commissions)
during the last ten years and approximates, in the case of the Named
Executive Officers, the amounts reported as salary in the Summary
Compensation Table.

(2) The years of credited service for the Named Executive Officers as of April
29, 1995, were as follows: Mr. Bennett - 5; Mr. Stokely - 5; Mr. Poore - 9;
Mr. Rotelle - 1; and Mr. Brown - 5.

<PAGE>
EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT

In connection with the extension of Mr. Bennett's employment as Chief
Executive Officer of Richfood, effective May 21, 1993, Richfood entered into an
employment and severance benefits agreement with Mr. Bennett. The agreement, as
amended by the Richfood Board effective in June 1995, provides for Mr. Bennett's
employment in his current capacity through May 1997 at a salary of $350,000 per
year for fiscal 1994 and 1995 and $425,000 per year for fiscal 1996 and 1997 and
provides for annual incentive compensation equal to a predetermined percentage
(up to a maximum of 150%) of Mr. Bennett's annual base salary based on
Richfood's adjusted pre-tax FIFO earnings. The agreement also provides that (i)
during the term of the agreement Richfood will pay Mr. Bennett's portion of the
premiums for coverage under Richfood's life, accident, medical and dental
benefits plans, and (ii) unless Mr. Bennett's employment is terminated during
the term of the agreement by Richfood for cause, or by Mr. Bennett other than
following a "change in control" of Richfood, Richfood will provide to Mr.
Bennett following his retirement (at Richfood's expense) medical and dental
benefits of the type generally provided from time to time to Richfood's
executive employees. In addition, the agreement provides for the payment of a
lump-sum severance benefit equal to one year's salary in the event Mr. Bennett
is terminated during the term of the agreement (i) by Richfood other than for
cause or upon his death or disability, (ii) by Richfood for any reason other
than death or disability within one year following a "change in control" of
Richfood or (iii) by Mr. Bennett within one year following a "change in control"
of Richfood if his job title or responsibilities are materially reduced. For
purposes of the agreement, a "change in control" of Richfood means, in general,
the occurrence of any of the following events: (i) any person or group becomes
the beneficial owner of securities representing more than 50% of the aggregate
voting power of all classes of Richfood's then-outstanding voting securities; or
(ii) the shareholders of Richfood approve (a) a plan of merger, consolidation or
share exchange between Richfood and any entity other than a subsidiary, or (b) a
proposal with respect to the sale, lease, exchange or other disposal of all, or
substantially all, of Richfood's property.

In connection with his employment as President and Chief Operating Officer
of Richfood, effective June 8, 1995, Richfood entered into an employment and
severance benefits agreement with Mr. Stokely. The agreement provides for Mr.
Stokely's employment in his current capacity through June 1998 at a salary of
$250,000 per year and provides for annual incentive compensation equal to a
pre-determined percentage (up to a maximum of 100%) of Mr. Stokely's annual base
salary based on Richfood's adjusted pre-tax FIFO earnings. The agreement also
provides that during the term of the agreement Richfood will pay Mr. Stokely's
portion of the premiums for coverage under Richfood's life, accident, medical
and dental benefits plans. In addition, the agreement provides for the payment
of a lump-sum severance benefit equal to one year's salary in the event Mr.
Stokely is terminated during the term of the agreement (i) by Richfood other
than for cause or upon his death or disability, (ii) by Richfood for any reason
other than death or disability within one year following a "change in control"
of Richfood or (iii) by Mr. Stokely within one year following a "change in
control" of Richfood if his job title or responsibilities are materially
reduced. For purposes of Mr. Stokely's agreement, a "change in control" of
Richfood has the same meaning as defined in Mr. Bennett's agreement.

In connection with Richfood's acquisition of Rotelle, Inc. in August 1994,
Richfood entered into an employment and severance benefits agreement with Mr.
Rotelle. The agreement provides for Mr. Rotelle's employment by Rotelle, Inc.
through August 1998 at a salary of $250,000 per year and provides for annual
incentive compensation equal to a pre-determined percentage (up to a maximum of
40%) of Mr. Rotelle's annual base salary based on Richfood's adjusted pre-tax
FIFO earnings. In addition, the agreement provides for the payment of a lump-sum
severance benefit equal to one year's salary in the event Mr. Rotelle is
terminated during the term of the agreement (i) by Richfood other than for cause
or upon his death or disability, (ii) by Richfood for any reason other than
death or disability within one year following a "change in control" of Richfood
or (iii) by Mr. Rotelle within one year following a "change in control" of
Richfood if his job title or responsibilities are materially reduced. For
purposes of Mr. Rotelle's agreement, a "change in control" of Richfood has the
same meaning as defined in Mr. Bennett's agreement.

<PAGE>
RICHFOOD PERFORMANCE GRAPH

The following graph compares, for Richfood's last five fiscal years, the
cumulative total return for Richfood Common Stock to the cumulative total
returns for the Standard & Poor's 500 Composite Index and an index of peer
companies (the "Peer Group") selected by Richfood. Companies in the Peer Group
are as follows: Fleming Companies Inc., Nash-Finch Company, Super Food Services,
Inc., Super Rite and Supervalu Inc. The graph assumes an investment of $100 in
Richfood Common Stock and in each index as of April 27, 1990, and that all
dividends were reinvested.

5 Year Comparison: Richfood Holdings, Inc.
vs. Standard & Poor's 500 vs. Peer Group

[GRAPH]

Graph showing the folowing data points:

Index 4/27/90 4/26/91 5/1/92 4/30/93 4/29/94 4/28/95
Richfood 100 303 361 558 698 839
S&P 500 100 119 134 147 155 182
Peers 100 117 108 126 123 112

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS OF RICHFOOD

During fiscal 1995, Richfood sold products and services to, and engaged in
certain other transactions with, entities affiliated with Messrs. Julian and
Ukrop. See "Richfood Compensation Committee Interlocks and Insider
Participation."

During fiscal 1994, Richfood entered into a lease for a 29,460 square foot
grocery store in Warsaw, Virginia, and an equipment lease for the related
personal property, and subleased the store and related equipment to Northern
Neck Grocers, Inc. ("Northern"), a corporation whose President and sole
stockholder is David D. Bennett, the son of Donald D. Bennett, Richfood's
Chairman and Chief Executive Officer. The store sublease extended through
November 29, 2003, at an annual base rental of $131,375. The equipment sublease
extended through November 29, 2000, at an annual rental of $29,385. The
aggregate rental paid by Northern to Richfood during fiscal 1995 under the store
sublease was $131,375 and under the equipment sublease was $29,385. In addition,
during fiscal 1995, Northern paid $3,842,674 to Richfood for products and
services purchased from Richfood. Also, during fiscal 1995, Richfood made
secured loans to Northern at a rate of interest equal to Crestar Bank's prime
lending rate plus two percent. The largest amount outstanding under such loans
during fiscal 1995, including accrued interest, was $575,329, and the unpaid
balance thereof on July 1, 1995 was $16,268. In May 1995,

<PAGE>
Northern sold the assets of the store to an unaffiliated third party which
entered into subleases for the store and related equipment.

Richfood believes that all of the transactions described above were made on
terms comparable to those that would have been agreed to with unaffiliated third
parties in similar transactions.

During fiscal 1994, Richfood made a secured personal loan to Mr. Bennett in
the amount of $125,000 at a rate of interest equal to 4.51% per annum. The
largest aggregate amount of indebtedness outstanding under such loan during
fiscal 1995, including accrued interest, was $125,940. Such loan was repaid in
June 1994. In addition, during fiscal 1995, Richfood made a secured personal
loan to Mr. Bennett in the amount of $60,000 at a rate of interest equal to 6.0%
per annum. The largest aggregate amount of indebtedness outstanding under such
loan during fiscal 1995, including accrued interest, was $61,825, and the
aggregate unpaid balance thereof on July 1, 1995, was $62,426.

During fiscal 1994, Richfood made a $73,938 secured personal loan to Mr.
John E. Stokely, President and Chief Operating Officer of Richfood. Such loan
carries a rate of interest equal to 3.68% per annum. The largest aggregate
amount of indebtedness outstanding under such loan during fiscal 1995, including
accrued interest, was $74,288, and the unpaid balance thereof on July 1, 1995,
was $75,294. In addition, in June 1994, Richfood made secured personal loans to
Mr. Stokely in the aggregate principal amount of $457,127. Such loans carry a
rate of interest equal to 5.56% per annum. The largest aggregate amount of
indebtedness outstanding under such loans during fiscal 1995, including accrued
interest, was $460,400, and the aggregate unpaid balance thereof on July 1, 1995
was $61,635.

During fiscal 1994, Richfood made a $348,750 secured personal loan to Mr.
Edgar E. Poore, Executive Vice President of Richfood. Such loan carries a rate
of interest equal to 5.07% per annum. Also during fiscal year 1994, Richfood
made a $220,000 secured personal loan to Mr. Poore at a rate of interest equal
to 4.51% per annum. The largest aggregate amount of indebtedness outstanding
under such loans during fiscal 1995, including accrued interest, was $580,630,
and the aggregate unpaid balance thereof on July 1, 1995, was $435,875.

RICHFOOD COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Executive Compensation Committee of the Richfood Board is composed of
Messrs. Albert F. Sloan (Chairman), Michael E. Julian, Jr., George H. Thomazin
and James E. Ukrop and Dr. Grace E. Harris.

Mr. Julian is Chairman, President and Chief Executive Officer of Farm
Fresh, Inc. ("Farm Fresh"). During fiscal 1995, Farm Fresh and its affiliates
paid $402,197,030 to Richfood for products and services purchased from Richfood.
During fiscal 1993, Richfood assisted Marketplace Acquisition Corp. ("MAC"), an
affiliate of Farm Fresh, in its purchase of seven retail grocery stores operated
under the "Gene Walter's Marketplace" format and related assets from Marketplace
Foods, Inc. During fiscal year 1993, a Richfood subsidiary made a secured
purchase money bridge loan to MAC at a rate of interest equal to Crestar Bank's
prime lending rate plus two percent. The largest amount outstanding under such
loan since the beginning of fiscal 1995 was $1,115,348. The outstanding
principal balance of such loan on July 1, 1995, was $1,113,000. Mr. Julian
formerly was Executive Vice President and Chief Operating Officer of Richfood
(1987) and Richfood, Inc. (1986-1987). In addition, Richfood leases ten retail
grocery store sites and subleases such sites to Farm Fresh and its affiliates.
Such subleases require Farm Fresh and its affiliates to pay and perform all
obligations of Richfood under such leases. The aggregate base rental for such
stores during fiscal 1995, all of which was paid by Farm Fresh and its
affiliates, was $2,406,137. Also during fiscal 1995, Richfood agreed to
guarantee certain of Farm Fresh's obligations under two retail grocery store
leases. In the first year of the guarantees' effectiveness, Farm Fresh's
aggregate rental obligations under these two leases will be $807,050. Such
guarantees did not become effective during fiscal 1995.

Mr. Ukrop is Vice-Chairman and Chief Executive Officer of Ukrop's Super
Markets, Inc. ("Ukrop's"). During fiscal 1995, Ukrop's paid $198,339,850 to
Richfood for products and services purchased from Richfood. In addition, Ukrop's
subleases from Richfood approximately 32,000 square feet of warehouse space in
Richfood's Chester, Virginia, facility at an annual rental of $108,969. The
sublease permits Ukrop's to extend the term for three additional two-year
renewal options, subject to certain conditions. The aggregate rental paid by
Ukrop's to Richfood under the sublease during fiscal 1995 was $108,537.

Richfood believes that all of the transactions with affiliates described
above were made on terms comparable to those that would have been agreed to with
unaffiliated third parties in similar transactions.

<PAGE>
SELECTION OF AUDITORS OF RICHFOOD
(PROPOSAL 3)

The Richfood Board has appointed KPMG Peat Marwick LLP to serve as
independent auditors for Richfood and its subsidiaries for fiscal 1996.
Shareholders are requested to ratify this appointment. Representatives of KPMG
Peat Marwick LLP are expected to be present at the Richfood Meeting and will be
given an opportunity to make a statement and to respond to appropriate
questions.

THE RICHFOOD BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 3 TO RATIFY
THE APPOINTMENT OF KPMG PEAT MARWICK LLP TO SERVE AS INDEPENDENT AUDITORS FOR
FISCAL YEAR 1996.

LEGAL MATTERS

The validity of the Richfood Common Stock to be issued in connection with
the Merger is being passed upon by Hunton & Williams, Richmond, Virginia.

Certain of the tax consequences of the Merger will be passed upon as of the
date of the Effective Time, as a condition to the Merger, by Neuberger, Quinn,
Gielen, Rubin & Gibber, P.A., Baltimore, Maryland, as counsel to Super Rite, and
Hunton & Williams, Richmond, Virginia, as counsel to Richfood.

EXPERTS

The consolidated financial statements and schedules of Richfood and
subsidiaries as of April 29, 1995, and April 30, 1994, and for each of the
fiscal years in the three-year period ended April 29, 1995, incorporated by
reference herein and elsewhere in the Registration Statement, have been
incorporated by reference herein and in the Registration Statement in reliance
upon the reports of KPMG Peat Marwick LLP, independent auditors, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing.

The consolidated financial statements and financial statement schedules of
Super Rite as of March 4, 1995, and February 26, 1994, and for the fifty-three
week period ended March 4, 1995, and each of the fifty-two week periods in the
two-year period ended February 26, 1994, incorporated by reference in this Joint
Proxy Statement/Prospectus, have been audited by Coopers & Lybrand, L.L.P.,
independent auditors, as indicated in their report therein also incorporated by
reference. Such consolidated financial statements and financial statement
schedules have been incorporated in reliance on the report of Coopers & Lybrand,
L.L.P., independent accountants, given on the authority of said firm as experts
in accounting and auditing.

SHAREHOLDER PROPOSALS

In order to be considered for inclusion in the proxy statement and form of
proxy to be used in connection with Richfood's 1996 Annual Meeting of
Shareholders, shareholder proposals must be received by the Secretary of
Richfood no later than May 10, 1996. See "Comparison of Shareholders'
Rights -- Notice of Shareholder Nominations of Directors and Shareholder
Proposals."

In order to be considered for inclusion in the proxy statement and form of
proxy to be used in connection with Super Rite's 1996 Annual Meeting of
Stockholders, if such meeting is held, shareholder proposals must be received by
the Secretary of Super Rite no later than January 31, 1996.

OTHER MATTERS

As of the date of this Joint Proxy Statement/Prospectus (i) Richfood
management knows of no business that will be presented for consideration at the
Richfood Meeting other than that stated in the Richfood notice, and (ii) Super
Rite management knows of no business that will be presented for consideration at
the Super Rite Meeting other than as specified in the Super Rite notice. As to
other business, if any, and matters incident to the conduct of the Richfood
Meeting or the Super Rite Meeting, as the case may be, that may properly come
before such meeting, it is intended that proxies in the accompanying forms will
be voted in respect thereof in accordance with the judgment of the person or
persons voting the proxies.

<PAGE>
INDEX TO FINANCIAL INFORMATION

<TABLE>
<CAPTION>
PAGE

<S> <C>
UNAUDITED PRO FORMA FINANCIAL INFORMATION.............................................................................. F-2

Unaudited Pro Forma Combined Condensed Statements of Earnings for the Fiscal Quarters Ended July 22, 1995, and July 23,
1994, and the Fiscal Years Ended April 29, 1995, April 30, 1994, and May 1, 1993..................................... F-3

Unaudited Pro Forma Combined Condensed Balance Sheet as of July 22, 1995............................................... F-8

Notes to Unaudited Pro Forma Financial Information..................................................................... F-9
</TABLE>

F-1

<PAGE>
UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma combined condensed financial statements
assume a business combination between Richfood and Super Rite that qualifies as
a pooling of interests for financial reporting purposes. The unaudited pro forma
combined condensed financial statements are based upon the respective historical
consolidated financial statements of Richfood and Super Rite and should be read
in conjunction with such historical financial statements and the notes thereto,
which are incorporated by reference in this Joint Proxy Statement/Prospectus.
The unaudited pro forma combined condensed balance sheet combines Richfood's
historical condensed consolidated balance sheet as of July 22, 1995, with Super
Rite's historical condensed consolidated balance sheet as of June 3, 1995. The
unaudited pro forma combined condensed statements of earnings combine Richfood's
historical condensed consolidated statements of earnings for the twelve-week
periods ended July 22, 1995, and July 23, 1994, and the fiscal years ended April
29, 1995, April 30, 1994, and May 1, 1993, with Super Rite's corresponding
historical condensed consolidated statements of earnings for the thirteen-week
periods ended June 3, 1995, and May 28, 1994, and the fiscal years ended March
4, 1995, February 26, 1994, and February 27, 1993. The unaudited pro forma
combined condensed balance sheet data are presented as if the Merger occurred on
the date thereof. The unaudited pro forma combined condensed statements of
earnings data are presented as if the Merger occurred at the beginning of the
earliest period presented. Following the Merger, Super Rite will adopt
Richfood's fiscal year.

The unaudited pro forma financial information is presented for illustrative
purposes only and is not necessarily indicative of the operating results or
financial position that would have occurred if the Merger had been consummated
at the beginning of the earliest period presented with respect to the unaudited
pro forma combined condensed statements of earnings, or at July 22, 1995, with
respect to the unaudited pro forma combined condensed balance sheet, nor is it
necessarily indicative of the future operating results or financial position of
Richfood. The unaudited pro forma financial information does not give effect to
any synergies that may occur due to the integration of Richfood's and Super
Rite's operations. Additionally, the unaudited pro forma financial information
excludes (a) the transaction costs of the Merger, estimated to be approximately
$2.5 million, consisting of financial advisors', regulatory filing, legal and
accounting fees, printing expenses and other miscellaneous expenses, and (b) the
nonrecurring costs and expenses associated with integrating the operations of
the businesses.

Certain material, nonrecurring adjustments will be recorded in conjunction
with the Merger. However, the amounts of these adjustments cannot be determined
until Richfood reviews all facilities, operations and systems of Super Rite and
finalizes its plans with respect to integrating the businesses. The aggregate
amount of these adjustments will include costs and charges associated with:
consolidating operations and systems; severance pay for involuntary
terminations, early retirement and related employee benefits; conforming
accounting practices; and expenses incurred in connection with the Merger.
Richfood has not yet quantified any of these adjustments, other than the
estimated transaction expenses associated with the Merger discussed in the
preceding paragraph. The impact of most of these adjustments is expected to be
recorded in the third quarter of fiscal 1996.

F-2

<PAGE>
RICHFOOD AND SUPER RITE

UNAUDITED PRO FORMA
COMBINED CONDENSED STATEMENT OF EARNINGS

FOR THE FISCAL QUARTER ENDED JULY 22, 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
1ST QUARTER
FISCAL 1996
PRO FORMA
RICHFOOD SUPER RITE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
Sales $ 395,776 $ 373,541 $ 769,317
Costs and expenses, net:
Cost of goods sold 360,712 331,371 692,083
Operating and administrative expenses 24,473 32,998 57,471
Interest expense 981 2,872 3,853
Interest income (695) (173) (868)
Earnings before income taxes 10,305 6,473 16,778
Income taxes 3,939 2,913 6,852

Net earnings $ 6,366 $ 3,560 $ 9,926

Net earnings per common share $ 0.30 $ 0.37 $ 0.32

Average common shares outstanding 21,428,187 9,673,585 198,308(2C) 31,300,080
</TABLE>

See accompanying notes to unaudited pro forma financial information.

F-3

<PAGE>
RICHFOOD AND SUPER RITE

UNAUDITED PRO FORMA
COMBINED CONDENSED STATEMENT OF EARNINGS

FOR THE FISCAL QUARTER ENDED JULY 23, 1994
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
1ST QUARTER
FISCAL 1995
PRO FORMA
RICHFOOD SUPER RITE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
Sales $ 296,466 $ 351,118 $ 647,584
Costs and expenses, net:
Cost of goods sold 271,677 310,991 582,668
Operating and administrative expenses 16,642 31,348 47,990
Interest expense 855 3,225 4,080
Interest income (624) (25) (649)
Earnings before income taxes 7,916 5,579 13,495
Income taxes 3,048 2,538 5,586

Net earnings $ 4,868 $ 3,041 $ 7,909

Net earnings per common share $ 0.23 $ 0.32 $ 0.25

Average common shares outstanding 21,352,819 9,611,752 197,041(2C) 31,161,612
</TABLE>

See accompanying notes to unaudited pro forma financial information.

F-4

<PAGE>
RICHFOOD AND SUPER RITE

UNAUDITED PRO FORMA
COMBINED CONDENSED STATEMENT OF EARNINGS

FOR THE FISCAL YEAR ENDED APRIL 29, 1995
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL 1995
PRO FORMA
RICHFOOD SUPER RITE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
Sales $ 1,520,450 $1,473,822 $ 2,994,272
Costs and expenses, net:
Cost of goods sold 1,385,641 1,306,840 2,692,481
Operating and administrative expenses 91,435 130,520 221,955
Interest expense 5,151 12,941 18,092
Interest income (3,098) (241) (3,339)
Earnings before income taxes 41,321 23,762 65,083
Income taxes 15,920 10,811 26,731

Net earnings $ 25,401 $ 12,951 $ 38,352

Net earnings per common share $ 1.19 $ 1.34 $ 1.23

Average common shares outstanding 21,398,951 9,646,175 197,747(2C) 31,242,873
</TABLE>

See accompanying notes to unaudited pro forma financial information.

F-5

<PAGE>
RICHFOOD AND SUPER RITE

UNAUDITED PRO FORMA
COMBINED CONDENSED STATEMENT OF EARNINGS

FOR THE FISCAL YEAR ENDED APRIL 30, 1994
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL 1994
PRO FORMA
RICHFOOD SUPER RITE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
Sales $ 1,275,110 $1,259,234 $ 12,292(2D) $ 2,546,636
Costs and expenses, net:
Cost of goods sold 1,167,825 1,116,527 9,692(2D) 2,294,044
Operating and administrative expenses 70,968 113,333 3,441(2D) 187,742
Loss on disposal of assets -- 6,975 6,173(2D) 13,148
Interest expense 4,128 13,183 17,311
Interest income (3,036) (142) (3,178)
Earnings from continuing operations before income taxes 35,225 9,358 (7,014) 37,569
Income taxes 13,491 4,305 (2,455)(2D) 15,341
Earnings from continuing operations $ 21,734 $ 5,053 $ (4,559) $ 22,228
Earnings from continuing operations
per common share $ 1.02 $ 0.53 $ 0.72

Average common shares outstanding 21,246,555 9,501,568 194,782(2C) 30,942,905
</TABLE>

See accompanying notes to unaudited pro forma financial information.

F-6

<PAGE>
RICHFOOD AND SUPER RITE

UNAUDITED PRO FORMA
COMBINED CONDENSED STATEMENT OF EARNINGS

FOR THE FISCAL YEAR ENDED MAY 1, 1993
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
FISCAL 1993
PRO FORMA
RICHFOOD SUPER RITE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
Sales $ 1,091,438 $1,267,106 $ 2,358,544
Costs and expenses, net:
Cost of goods sold 1,001,307 1,116,062 2,117,369
Operating and administrative expenses 65,361 127,694 193,055
Loss on disposal of assets -- 9,188 9,188
Interest expense 3,175 14,203 17,378
Interest income (3,278) (408) (3,686)
Earnings before income taxes and extraordinary loss 24,873 367 25,240
Income taxes 9,030 525 9,555
Earnings (loss) before extraordinary loss $ 15,843 $ (158) $ 15,685
Earnings (loss) before extraordinary loss
per common share $ 0.75 $ (0.02) $ 0.52

Average common shares outstanding 21,051,511 9,066,134 185,856(2C) 30,303,501
</TABLE>

See accompanying notes to unaudited pro forma financial information.

F-7

<PAGE>
RICHFOOD AND SUPER RITE

UNAUDITED PRO FORMA
COMBINED CONDENSED BALANCE SHEET

JULY 22, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
JULY 22, 1995
PRO FORMA
RICHFOOD SUPER RITE ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,025 $ 3,555 $ 6,580
Receivables, less allowance for doubtful accounts 70,448 45,168 115,616
Inventories 93,039 62,231 155,270
Other current assets 5,863 16,492 22,355
Total current assets 172,375 127,446 299,821
Notes receivable, less allowance for doubtful accounts 24,547 1,230 25,777
Property and equipment, net 82,444 47,220 129,664
Goodwill, net 6,495 72,634 79,129
Other assets 29,519 10,182 39,701
Total assets $ 315,380 $ 258,712 $ 574,092
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt and capital lease
obligations $ 3,300 $ 8,570 $ 11,870
Accounts payable 96,888 64,838 161,726
Accrued expenses and other current liabilities 22,164 27,680 49,844
Total current liabilities 122,352 101,088 223,440
Long-term debt and capital lease obligations 49,303 97,082 146,385
Deferred credits and other 14,956 10,132 25,088
Stockholders' equity:
Preferred stock -- -- --
Common stock 24,624 96 39,391(2A) 64,111
Additional paid-in capital -- 39,441 (39,441)(2A) --
Treasury stock -- (50) 50(2A), (2B) --
Retained earnings 104,145 10,923 115,068
Total stockholders' equity 128,769 50,410 179,179
Total liabilities and stockholders' equity $ 315,380 $ 258,712 $ 574,092
</TABLE>

See accompanying notes to unaudited pro forma financial information.

F-8

<PAGE>
NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION
(DOLLAR AMOUNTS IN THOUSANDS)

NOTE 1. BASIS OF PRESENTATION

Pursuant to the Merger, each share of Super Rite Common Stock outstanding
at the Effective Time will be converted into 1.0205 shares of Richfood Common
Stock. The Merger will be accounted for under the pooling-of-interests method.
Accordingly, recorded assets and liabilities are carried forward to the combined
company at their historical values. The unaudited pro forma combined condensed
balance sheet combines Richfood's historical condensed consolidated balance
sheet as of July 22, 1995, with Super Rite's historical condensed consolidated
balance sheet as of June 3, 1995. The unaudited pro forma combined condensed
statements of earnings combine Richfood's historical condensed consolidated
statements of earnings for the twelve-week periods ended July 22, 1995, and July
23, 1994, and the fiscal years ended April 29, 1995, April 30, 1994, and May 1,
1993, with Super Rite's corresponding historical condensed consolidated
statements of earnings for the thirteen-week periods ended June 3, 1995, and May
28, 1994, and the fiscal years ended March 4, 1995, February 26, 1994, and
February 27, 1993. The unaudited pro forma combined condensed balance sheet data
are presented as if the Merger occurred on the date thereof. The unaudited pro
forma combined condensed statements of earnings data are presented as if the
Merger occurred at the beginning of the earliest period presented. Following the
Merger, Super Rite will adopt Richfood's fiscal year.

The unaudited pro forma financial information does not give effect to any
synergies that are expected to occur due to the integration of Super Rite's and
Richfood's operations. Additionally, the unaudited pro forma financial
information excludes (a) the transaction costs of the Merger, estimated to be
approximately $2,500, consisting of financial advisors', regulatory filing,
legal and accounting fees, printing expenses and other miscellaneous expenses,
and (b) the nonrecurring costs and expenses associated with integrating the
operations of the businesses.

Certain material, nonrecurring adjustments will be recorded in conjunction
with the Merger. However, the amounts of these adjustments cannot be determined
until Richfood reviews all facilities, operations and systems of Super Rite and
finalizes its plans with respect to integrating the businesses. The aggregate
amount of these adjustments will include costs and charges associated with
consolidating operations and systems; severance pay for involuntary
terminations, early retirement and related employee benefits; conforming
accounting practices; and expenses incurred in connection with Merger. Richfood
has not yet quantified any of these adjustments, other than the estimated
transaction expenses associated with the Merger discussed previously in this
paragraph. The impact of most of these adjustments is expected to be recorded in
the third quarter of fiscal year 1996.

For consistency of presentation, certain amounts in the historical
financial statements have been reclassified in the unaudited pro forma combined
condensed financial statements.

NOTE 2. PRO FORMA ADJUSTMENTS

A. STOCKHOLDERS' EQUITY

The combined pro forma equity account of Richfood reflects the combination
of the equity accounts for Richfood and Super Rite. Shares of Richfood Common
Stock have no par or stated value. Based on the exchange ratio discussed in Note
1 above, Richfood will exchange 9,796,877 shares of Richfood Common Stock for
9,600,075 shares of Super Rite Common Stock (assuming no exercise of outstanding
Super Rite stock options prior to the Effective Time).

B. RETIREMENT OF TREASURY SHARES

The VSCA, under which Richfood is incorporated, does not provide for
treasury shares. To conform Super Rite's accounting principles to Richfood's
with respect to this matter, following the Merger, all Super Rite Common Stock
held in treasury will be retired.

C. PER SHARE DATA

The pro forma average number of shares of Richfood Common Stock outstanding
during the periods presented and earnings (loss) before extraordinary loss per
common share, earnings from continuing operations per common share and net
earnings per common share have been adjusted for each period presented by
multiplying the applicable number of shares of Super Rite Common Stock by
1.0205.

F-9

<PAGE>
D. RECLASSIFICATION OF LOSS FROM DISCONTINUED OPERATIONS

The loss from discontinued operations related to retail operations recorded
by Richfood in its fiscal 1994 consolidated statement of earnings has been
reclassified to loss on disposal of assets for the amount recorded as a
writedown of assets, and to sales, cost of sales, operating and administrative
expenses and income taxes for the portion related to operating losses for the
period November 27, 1993, through April 30, 1994, since subsequent to the
Merger, Super Rite, as Richfood's wholly-owned subsidiary, will continue to
operate retail stores.

NOTE 3. SUPER RITE FOODS SENIOR NOTES

As of July 22, 1995, there were outstanding $75 million in principal amount
of Super Rite Foods' 10 5/8% Senior Subordinated Notes, due April 1, 2002 (the
"Super Rite Foods Senior Notes"). The Super Rite Foods Senior Notes provide
that, within 30 days following the occurrence of certain events constituting a
"Change in Control," Super Rite Foods must offer to repurchase all of the Super
Rite Foods Senior Notes at 101% of their principal amount. The Merger will
constitute a Change of Control and Super Rite Foods expects to make the
repurchase offer as required. However, because the Super Rite Foods Senior Notes
recently have traded consistently at prices substantially above 101% of their
principal amount, management of Super Rite does not expect that a significant
amount of Super Rite Foods Senior Notes will be tendered for repurchase.
Accordingly, for purposes of the unaudited pro forma financial information, the
Super Rite Foods Senior Notes have not been reclassified as short-term
indebtedness.

NOTE 4. SUPER RITE EXTRAORDINARY LOSS

The unaudited pro forma combined condensed statement of earnings for the
fiscal year ended May 1, 1993, does not reflect Super Rite's extraordinary loss
of $5,042, net of tax benefit of $3,085, or $(.56) per common share. During
fiscal 1993, Super Rite redeemed all of Super Rite Food's outstanding 13 1/4%
Senior Subordinated Notes. As a result of this redemption, Super Rite recorded
an extraordinary loss, net of income taxes, of approximately $4,436. Also during
fiscal 1993, Super Rite entered into a new credit agreement. As a result of the
debt refinancing, Super Rite recorded an extraordinary loss, net of income
taxes, of approximately $606, which relates to unamortized deferred financing
costs of the previous credit agreement.

NOTE 5. SUPER RITE PREFERRED STOCK DIVIDENDS

The unaudited pro forma combined condensed statement of earnings for the
fiscal year ended May 1, 1993, does not reflect the preferred stock dividend of
$8,838 paid by Super Rite upon its redemption of Super Rite's Senior Cumulative
Redeemable Exchangeable Preferred Stock and Junior Cumulative Redeemable
Preferred Stock during fiscal 1993.

F-10

<PAGE>

APPENDIX I

AGREEMENT AND PLAN OF REORGANIZATION

BY AND BETWEEN

RICHFOOD HOLDINGS, INC.

AND

SUPER RITE CORPORATION

Dated as of June 26, 1995

<PAGE>

TABLE OF CONTENTS

PAGE

ARTICLE I
DEFINITIONS

Section 1.1. Agreement . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2. Certificates . . . . . . . . . . . . . . . . . . . . . 1
Section 1.3. Closing; Closing Date . . . . . . . . . . . . . . . . 1
Section 1.4. Code . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.5. Confidentiality Agreement . . . . . . . . . . . . . . 1
Section 1.6. Contracts . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.7. DGCL . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.8. DLJ . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.9. Effective Time . . . . . . . . . . . . . . . . . . . . 2
Section 1.10. ERISA . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.11. Exchange Act . . . . . . . . . . . . . . . . . . . . . 2
Section 1.12. Exchange Agent . . . . . . . . . . . . . . . . . . . . 2
Section 1.13. GAAP . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.14. Governmental Authority . . . . . . . . . . . . . . . . 2
Section 1.15. HSR Act . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.16. IRS . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.17. Joint Proxy Statement/Prospectus . . . . . . . . . . . 2
Section 1.18. Knowledge of Richfood . . . . . . . . . . . . . . . . 2
Section 1.19. Knowledge of Super Rite . . . . . . . . . . . . . . . 2
Section 1.20. Law . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.21. Material Adverse Effect . . . . . . . . . . . . . . . 2
Section 1.22. Merger . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.23. Merger Subsidiary . . . . . . . . . . . . . . . . . . 3
Section 1.24. Nasdaq . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.25. NYSE . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.26. Partnership; Partnerships . . . . . . . . . . . . . . 3
Section 1.27. Permits . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.28. Plan of Merger . . . . . . . . . . . . . . . . . . . . 3
Section 1.29. Registration Statement . . . . . . . . . . . . . . . . 3
Section 1.30. Richfood . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.31. Richfood Common Stock . . . . . . . . . . . . . . . . 3
Section 1.32. Richfood Companies . . . . . . . . . . . . . . . . . . 3
Section 1.33. Richfood Fiscal 1995 Financial Statements . . . . . . 3
Section 1.34. Richfood SEC Reports . . . . . . . . . . . . . . . . . 3
Section 1.35. SEC . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1.36. Securities Act . . . . . . . . . . . . . . . . . . . . 3
Section 1.37. Special Meetings . . . . . . . . . . . . . . . . . . . 3
Section 1.38. Subsidiary; Subsidiaries . . . . . . . . . . . . . . . 4
Section 1.39. Super Rite . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.40. Super Rite Common Stock . . . . . . . . . . . . . . . 4
Section 1.41. Super Rite Companies . . . . . . . . . . . . . . . . . 4
Section 1.42. Super Rite Indenture . . . . . . . . . . . . . . . . . 4
Section 1.43. Super Rite Notes . . . . . . . . . . . . . . . . . . . 4
Section 1.44. Super Rite SEC Reports . . . . . . . . . . . . . . . . 4
Section 1.45. Taxes . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.46. Tax Returns . . . . . . . . . . . . . . . . . . . . . 4
Section 1.47. Wheat . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE II
THE MERGER

Section 2.1. The Merger . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.2. Exchange of Certificates . . . . . . . . . . . . . . . 5

i
<PAGE>

PAGE

ARTICLE III
SHAREHOLDER APPROVAL; CLOSING

Section 3.1. Shareholder Approval . . . . . . . . . . . . . . . . . 6
Section 3.2. Time and Place of Closing . . . . . . . . . . . . . . 7

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF RICHFOOD

Section 4.1. Organization and Authority of the Richfood Companies . 7
Section 4.2. Capitalization . . . . . . . . . . . . . . . . . . . . 7
Section 4.3. Authority Relative to this Agreement . . . . . . . . . 8
Section 4.4. Consents and Approvals; No Violations . . . . . . . . 8
Section 4.5. Reports . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4.6. Absence of Certain Events . . . . . . . . . . . . . . 9
Section 4.7. Joint Proxy Statement/Prospectus . . . . . . . . . . . 10
Section 4.8. Litigation . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.9. Employee Benefit Plans . . . . . . . . . . . . . . . . 10
Section 4.10. Tax Matters . . . . . . . . . . . . . . . . . . . . . 11
Section 4.11. Compliance with Law . . . . . . . . . . . . . . . . . 11
Section 4.12. Fees and Expenses of Brokers and Others . . . . . . . 11
Section 4.13. Accuracy of Information . . . . . . . . . . . . . . . 12
Section 4.14. Absence of Undisclosed Liabilities . . . . . . . . . . 12
Section 4.15. Opinion of Financial Advisor . . . . . . . . . . . . . 12
Section 4.16. Accounting Matters . . . . . . . . . . . . . . . . . . 12

ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF SUPER RITE

Section 5.1. Organization and Authority of the Super Rite Companies 12
Section 5.2. Capitalization . . . . . . . . . . . . . . . . . . . . 12
Section 5.3. Authority Relative to this Agreement . . . . . . . . . 13
Section 5.4. Consents and Approvals; No Violations . . . . . . . . 13
Section 5.5. Reports . . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.6. Absence of Certain Events . . . . . . . . . . . . . . 14
Section 5.7. Joint Proxy Statement/Prospectus . . . . . . . . . . . 15
Section 5.8. Litigation . . . . . . . . . . . . . . . . . . . . . . 15
Section 5.9. Title to and Sufficiency of Assets . . . . . . . . . . 15
Section 5.10. Contracts . . . . . . . . . . . . . . . . . . . . . . 15
Section 5.11. Labor Matters . . . . . . . . . . . . . . . . . . . . 16
Section 5.12. Employee Benefit Plans . . . . . . . . . . . . . . . . 16
Section 5.13. Tax Matters . . . . . . . . . . . . . . . . . . . . . 17
Section 5.14. Compliance with Law . . . . . . . . . . . . . . . . . 19
Section 5.15. Transactions With Affiliates . . . . . . . . . . . . . 19
Section 5.16. Fees and Expenses of Brokers and Others . . . . . . . 19
Section 5.17. Accuracy of Information . . . . . . . . . . . . . . . 19
Section 5.18. Absence of Undisclosed Liabilities . . . . . . . . . . 19
Section 5.19. Opinion of Financial Advisor . . . . . . . . . . . . . 20
Section 5.20. Accounting Matters . . . . . . . . . . . . . . . . . . 20

ARTICLE VI
COVENANTS

Section 6.1. Conduct of the Businesses of Richfood and Super Rite . 20
Section 6.2. No Solicitation . . . . . . . . . . . . . . . . . . . 22
Section 6.3. The Registration Statement; Listing . . . . . . . . . 23
Section 6.4. Access to Information; Confidentiality Agreement . . . 24
Section 6.5. Best Efforts . . . . . . . . . . . . . . . . . . . . . 24

- ii -

<PAGE>

PAGE

Section 6.6. Consents . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.7. Public Announcements . . . . . . . . . . . . . . . . . 24
Section 6.8. Certain Leases . . . . . . . . . . . . . . . . . . . . 25
Section 6.9. Affiliates . . . . . . . . . . . . . . . . . . . . . . 25
Section 6.10. Stock Options . . . . . . . . . . . . . . . . . . . . 25
Section 6.11. Letter of Super Rite's Accountants . . . . . . . . . . 26
Section 6.12. Letter of Richfood's Accountants . . . . . . . . . . . 26
Section 6.13. Opinions of Financial Advisors . . . . . . . . . . . . 26
Section 6.14. Registration Rights . . . . . . . . . . . . . . . . . 26
Section 6.15. Indemnification; Insurance . . . . . . . . . . . . . . 30

ARTICLE VII
CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER

Section 7.1. Conditions Precedent to Each Party's Obligation to
Effect the Merger . . . . . . . . . . . . . . . . . . 30
Section 7.2. Conditions Precedent to Obligations of Super Rite . . 31
Section 7.3. Conditions Precedent to Obligations of Richfood. . . 32

ARTICLE VIII
TERMINATION; AMENDMENT; WAIVER

Section 8.1. Termination . . . . . . . . . . . . . . . . . . . . . 33
Section 8.2. Effect of Termination . . . . . . . . . . . . . . . . 34
Section 8.3. Termination Fee . . . . . . . . . . . . . . . . . . . 34
Section 8.4. Amendment . . . . . . . . . . . . . . . . . . . . . . 35
Section 8.5. Extension; Waiver . . . . . . . . . . . . . . . . . . 35

ARTICLE IX
MISCELLANEOUS

Section 9.1. Survival of Representations and Warranties . . . . . . 35
Section 9.2. Brokerage Fees and Commissions . . . . . . . . . . . . 35
Section 9.3. Entire Agreement; Assignment . . . . . . . . . . . . . 35
Section 9.4. Notices . . . . . . . . . . . . . . . . . . . . . . . 35
Section 9.5. Governing Law . . . . . . . . . . . . . . . . . . . . 36
Section 9.6. Descriptive Headings . . . . . . . . . . . . . . . . . 36
Section 9.7. Parties in Interest . . . . . . . . . . . . . . . . . 36
Section 9.8. Counterparts . . . . . . . . . . . . . . . . . . . . . 37
Section 9.9. Specific Performance . . . . . . . . . . . . . . . . . 37
Section 9.10. Fees and Expenses . . . . . . . . . . . . . . . . . . 37
Section 9.11. Severability . . . . . . . . . . . . . . . . . . . . . 37

- iii -
<PAGE>

EXHIBITS

Exhibit 1.18 Knowledge of Richfood
Exhibit 1.19 Knowledge of Super Rite
Exhibit 1.26A Partnerships of Richfood
Exhibit 1.26B Partnerships of Super Rite
Exhibit 1.28 Plan of Merger
Exhibit 1.38A Subsidiaries of Richfood
Exhibit 1.38B Subsidiaries of Super Rite
Exhibit 3.1A Certain Shareholders of Super Rite
Exhibit 3.1B Form of Super Rite Shareholder Letter
Exhibit 4.2 Richfood Options, Warrants, Subscriptions or Other
Rights
Exhibit 4.4 Richfood Required Consents
Exhibit 4.10 Tax Matters Concerning Richfood
Exhibit 5.2 Super Rite Outstanding Options, Warrants,
Subscriptions or Other Rights
Exhibit 5.4 Super Rite Required Consents
Exhibit 5.6 Adverse Changes Affecting Super Rite
Exhibit 5.8 Super Rite Litigation
Exhibit 5.9 Certain Permitted Liens
Exhibit 5.11 Super Rite Labor Matters
Exhibit 5.12 Super Rite Benefit Plans
Exhibit 5.13 Tax Matters Concerning Super Rite
Exhibit 5.15 Transactions With Affiliates by Super Rite
Exhibit 6.8 Amendments to Certain Leases to be Effected Prior to
Closing
Exhibit 6.9 Form of Super Rite Affiliate Letter
Exhibit 6.14 Certain Super Rite Shareholders
Exhibit 7.3 Forms of Consulting and Non-competition Agreements

- iv -
<PAGE>

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 26, 1995, by
and between RICHFOOD HOLDINGS, INC., a Virginia corporation ("Richfood"),
and SUPER RITE CORPORATION, a Delaware corporation ("Super Rite").

RECITALS

WHEREAS, the respective Boards of Directors of Richfood and Super Rite
have determined that it is in the best interests of their respective
shareholders that the businesses and operations of Richfood and Super Rite
be combined; and

WHEREAS, the parties have determined that the most practical manner to
give effect to such combination is through the merger of SR Acquisition,
Inc., a Delaware corporation and wholly-owned subsidiary of Richfood
("Merger Subsidiary"), with and into Super Rite (the "Merger"), with Super
Rite to be the surviving corporation of such Merger; and

WHEREAS, pursuant to the Merger, each outstanding share of Super Rite
Common Stock (as hereinafter defined) will be converted into 1.0205 shares
of Richfood Common Stock (as hereinafter defined); and

WHEREAS, for Federal income tax purposes, it is intended that the
transactions contemplated by this Agreement shall constitute a
reorganization within the meaning of section 368 of the Internal Revenue
Code of 1986, as amended, and the regulations thereunder.

NOW, THEREFORE, in consideration of the premises, which are
incorporated into and made part of this Agreement, and of the mutual
representations, warranties, covenants, agreements and conditions set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

ARTICLE I
DEFINITIONS

Section 1.1. Agreement. "Agreement" shall mean this Agreement and
Plan of Reorganization, together with the Plan of Merger and other Exhibits
attached hereto, as amended from time to time in accordance with the terms
hereof.

Section 1.2. Certificates. "Certificates" shall have the meaning
given in Section 2.2 hereof.

Section 1.3. Closing; Closing Date. "Closing" shall mean the
closing conference held pursuant to Section 3.2 hereof, and "Closing Date"
shall mean the date on which the Closing occurs.

Section 1.4. Code. "Code" shall mean, as appropriate, the Internal
Revenue Code of 1954 or of 1986, each as amended.

Section 1.5. Confidentiality Agreement. "Confidentiality Agreement"
shall mean the letter agreement, dated June 15, 1995, between Super Rite
and Richfood.

Section 1.6. Contracts. "Contracts" shall mean contracts,
agreements, leases, licenses, arrangements, understandings, relationships
and commitments, written or oral.

Section 1.7. DGCL. "DGCL" shall mean the Delaware General
Corporation Law, as amended.

<PAGE>

Section 1.8. DLJ. "DLJ" shall mean Donaldson, Lufkin & Jenrette,
financial advisors to Super Rite.

Section 1.9. Effective Time. "Effective Time" shall have the
meaning given in Section 3.1 hereof.

Section 1.10. ERISA. "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.

Section 1.11. Exchange Act. "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.

Section 1.12. Exchange Agent. "Exchange Agent" shall mean First
Union National Bank of North Carolina.

Section 1.13. GAAP. "GAAP" shall mean generally accepted accounting
principles as in effect in the United States of America at the time of the
preparation of the subject financial statement.

Section 1.14. Governmental Authority. "Governmental Authority" shall
mean any federal, state, provincial, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, or any
court, in each case whether of the United States, any of its possessions or
territories, or of any foreign nation.

Section 1.15. HSR Act. "HSR Act" shall mean the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended.

Section 1.16. IRS. "IRS" shall mean the Internal Revenue Service.

Section 1.17. Joint Proxy Statement/Prospectus. "Joint Proxy State-
ment/Prospectus" shall mean the Proxy Statement/Prospectus of Richfood and
Super Rite included in the Registration Statement and distributed to the
shareholders of each company in connection with the Special Meetings.

Section 1.18. Knowledge of Richfood. "Knowledge of Richfood" shall
mean the actual knowledge, after due inquiry, of those officers of Richfood
identified on Exhibit 1.18 attached hereto.

Section 1.19. Knowledge of Super Rite. "Knowledge of Super Rite"
shall mean the actual knowledge, after due inquiry, of those officers of
Super Rite identified on Exhibit 1.19 attached hereto.

Section 1.20. Law. "Law" shall mean any federal, state, provincial,
local or other law or governmental requirement of any kind, and the rules,
regulations and orders promulgated thereunder.

Section 1.21. Material Adverse Effect. "Material Adverse Effect"
shall mean, with respect to any entity or group of entities, a material
adverse effect (or any development which, insofar as reasonably can be
foreseen, is reasonably likely to have a material adverse effect), on the
business, assets, financial or other condition, results of operations or
prospects of such entity or group of entities taken as a whole; provided,
however, that in the case of the Super Rite Companies, the term "Material
Adverse Effect" shall exclude any such matter attributable to any failure
to extend the existing supply agreement between Super Rite Foods, Inc. and
Shoppers Food Warehouse Corp. and certain of its affiliates, and any change
in beneficial ownership of a majority of the outstanding capital stock of
Shoppers Food Warehouse Corp.

Section 1.22. Merger. "Merger" shall have the meaning given in
Section 2.1 hereof.

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Section 1.23. Merger Subsidiary. "Merger Subsidiary" shall mean SR
Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of
Richfood.

Section 1.24. Nasdaq. "Nasdaq" shall mean The Nasdaq National
Market.

Section 1.25. NYSE. "NYSE" shall mean The New York Stock Exchange,
Inc.

Section 1.26. Partnership; Partnerships. "Partnership" shall mean
any limited or general partnership, joint venture or other business
association, other than a Subsidiary, in which any party has a direct or
indirect interest (collectively, "Partnerships"), all of such Partnerships
of Richfood being listed on Exhibit 1.26A attached hereto and all of such
Partnerships of Super Rite being listed on Exhibit 1.26B attached hereto.

Section 1.27. Permits. "Permits" shall mean permits, licenses and
governmental authorizations, registrations and approvals.

Section 1.28. Plan of Merger. "Plan of Merger" shall mean the plan
of merger of Merger Subsidiary with and into Super Rite, in substantially
the form attached hereto as Exhibit 1.28.

Section 1.29. Registration Statement. "Registration Statement" shall
mean the Registration Statement on Form S-4, including the Joint Proxy
Statement/Prospectus contained therein, to be filed by Richfood with the
SEC with respect to the Richfood Common Stock to be offered to the holders
of Super Rite Common Stock in the Merger.

Section 1.30. Richfood. "Richfood" shall mean Richfood Holdings,
Inc., a Virginia corporation.

Section 1.31. Richfood Common Stock. "Richfood Common Stock" shall
mean the common stock, without par value, of Richfood.

Section 1.32. Richfood Companies. "Richfood Companies" shall mean
Richfood, its Subsidiaries and the Partnerships in which it has an
interest.

Section 1.33. Richfood Fiscal 1995 Financial Statements. "Richfood
Fiscal 1995 Financial Statements" shall mean the audited consolidated
balance sheet of Richfood as of April 29, 1995, and the audited
consolidated statements of earnings, stockholders' equity and cash flows
for the fiscal year then ended, together with the notes thereto, a true and
correct copy of which has been provided by Richfood to Super Rite.

Section 1.34. Richfood SEC Reports. "Richfood SEC Reports" shall
mean (a) Richfood's Annual Reports on Form 10-K for the fiscal years ended
April 30, 1994, and May 1, 1993, and (b) all documents filed by Richfood
with the SEC pursuant to Sections 13(a) and 13(c) of the Exchange Act, any
definitive proxy statements filed pursuant to Section 14 of the Exchange
Act and any report filed pursuant to Section 15(d) of the Exchange Act
following the filing of Richfood's Annual Report on Form 10-K for the
fiscal year ended April 30, 1994.

Section 1.35. SEC. "SEC" shall mean the Securities and Exchange
Commission.

Section 1.36. Securities Act. "Securities Act" shall mean the
Securities Act of 1933, as amended.

Section 1.37. Special Meetings. "Special Meetings" shall mean,
collectively, the special or annual meeting of shareholders of Richfood and

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the special meeting of shareholders of Super Rite called pursuant to
Section 3.1 hereof to consider and approve the transactions contemplated
herein, and any adjournments thereof.

Section 1.38. Subsidiary; Subsidiaries. "Subsidiary" shall mean (i)
each corporate entity with respect to which a party has the right to vote
(directly or indirectly through one or more other entities or otherwise)
shares representing 50% or more of the votes eligible to be cast in the
election of directors of such entity, and (ii) each other corporate entity
which constitutes a "significant subsidiary," as defined in Rule 1-02 of
Regulation S-X adopted under the Exchange Act (collectively,
"Subsidiaries"), all of the Subsidiaries of Richfood being listed on
Exhibit 1.38A attached hereto and all of the Subsidiaries of Super Rite
being listed on Exhibit 1.38B attached hereto.

Section 1.39. Super Rite. "Super Rite" shall mean Super Rite
Corporation, a Delaware corporation.

Section 1.40. Super Rite Common Stock. "Super Rite Common Stock"
shall mean the Common Stock, no par value, $.01 stated value per share, of
Super Rite.

Section 1.41. Super Rite Companies. "Super Rite Companies" shall
mean Super Rite, its Subsidiaries and the Partnerships in which it has an
interest.

Section 1.42. Super Rite Indenture. "Super Rite Indenture" shall
mean the Indenture, dated as of April 1, 1992, by and among Super Rite
Foods, Inc., certain guarantors named therein and Dauphin Deposit Bank and
Trust Company, as trustee, pursuant to which the Super Rite Notes were
issued.

Section 1.43. Super Rite Notes. "Super Rite Notes" shall mean the 10
5/8% Senior Subordinated Notes due 2002 issued by Super Rite Foods, Inc., a
Delaware corporation and wholly-owned subsidiary of Super Rite.

Section 1.44. Super Rite SEC Reports. "Super Rite SEC Reports" shall
mean (a) Super Rite's Annual Reports on Form 10-K for the fiscal years
ended March 4, 1995, February 26, 1994, and February 27, 1993, and (b) all
documents filed by Super Rite with the SEC pursuant to Sections 13(a) and
13(c) of the Exchange Act, any definitive proxy statements filed pursuant
to Section 14 of the Exchange Act and any report filed pursuant to Section
15(d) of the Exchange Act following the filing of Super Rite's Annual
Report on Form 10-K for the fiscal year ended March 4, 1995.

Section 1.45. Taxes. "Taxes" shall mean any and all taxes, levies,
imposts, duties, assessments, charges and withholdings imposed or required
to be collected by or paid over to any federal, state, local or foreign
Governmental Authority or any political subdivision thereof, including
without limitation income, gross receipts, ad valorem, value added, minimum
tax, franchise, sales, use, excise, license, real or personal property,
unemployment, disability, stock transfer, mortgage recording, estimated,
withholding or other tax, governmental fee or other like assessment or
charge of any kind whatsoever, and including any interest, penalties,
fines, assessments or additions to tax imposed in respect of the foregoing,
or in respect of any failure to comply with any requirement regarding Tax
Returns.

Section 1.46. Tax Returns. "Tax Returns" shall mean any report,
return, information statement, payee statement or other information
required to be provided to any federal, state, local or foreign
Governmental Authority, or otherwise retained, with respect to Taxes, the
Richfood Benefit Plans (as defined in Section 4.9 hereof) or the Super Rite
Benefit Plans (as defined in Section 5.12 hereof).

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Section 1.47. Wheat. "Wheat" shall mean Wheat, First Securities,
Inc., d/b/a Wheat First Butcher Singer, financial advisors to Richfood.

ARTICLE II
THE MERGER

Section 2.1. The Merger. (a) Richfood has formed Merger Subsidiary
as a wholly-owned subsidiary under the laws of the State of Delaware.
Subject to the terms and conditions of this Agreement, Richfood will cause
Merger Subsidiary to execute and deliver the Plan of Merger, and Richfood,
as the sole shareholder of Merger Subsidiary, will approve the execution,
delivery and performance of the Plan of Merger by Merger Subsidiary.

(b) Subject to the terms and conditions of this Agreement and the
Plan of Merger, at the Effective Time, Merger Subsidiary shall be merged
with and into Super Rite in accordance with the provisions of, and with the
effects provided in, Subchapter IX of the DGCL (the "Merger"). Super Rite
shall be the surviving corporation resulting from the Merger and as a
result shall become a wholly-owned subsidiary of Richfood and shall
continue to be governed by the laws of the State of Delaware. The Plan of
Merger provides for the terms and conditions of the Merger, which terms and
conditions are incorporated herein and made a part of this Agreement by
reference.

(c) Pursuant to the Merger, each share of Super Rite Common Stock
outstanding immediately prior to the Effective Time (other than shares of
Super Rite Common Stock held by Richfood, if any, which shares shall be
cancelled in the Merger) shall be converted into and become 1.0205 shares
of Richfood Common Stock.

(d) No fraction of a share of Richfood Common Stock shall be issued
in connection with the conversion of Super Rite Common Stock in the Merger
and the distribution of Richfood Common Stock in respect thereof, but in
lieu of such fraction, the Exchange Agent shall make a cash payment
(without interest) equal to the same fraction of the market value of a full
share of Richfood Common Stock, computed on the basis of the mean of the
high and low sales prices of Richfood Common Stock as reported on Nasdaq on
the first full day on which the Richfood Common Stock is traded on Nasdaq
after the Effective Time.

(e) Richfood and Super Rite agree to use their best efforts to cause
the Merger to be consummated in accordance with the terms of the Plan of
Merger.

Section 2.2. Exchange of Certificates.

(a) Prior to the Effective Time, Richfood shall appoint the Exchange
Agent to act as the exchange agent in connection with the Merger. From and
after the Effective Time, each holder of a certificate which immediately
prior to the Effective Time represented outstanding shares of Super Rite
Common Stock (the "Certificates") shall be entitled to receive in exchange
therefor, upon surrender thereof to the Exchange Agent, a certificate or
certificates representing the number of whole shares of Richfood Common
Stock into which such holder's shares were converted in the Merger
(together with cash in lieu of fractional shares). Immediately prior to
the Effective Time, Richfood will deliver to the Exchange Agent, in trust
for the benefit of the holders of Super Rite Common Stock, shares of
Richfood Common Stock (together with cash in immediately available funds in
an amount sufficient to pay cash in lieu of fractional shares, as provided
in Section 2.1 hereof) necessary to make the exchanges contemplated by
Section 2.1 hereof on a timely basis.

(b) Promptly after the Effective Time, the Exchange Agent shall mail
to each record holder of Super Rite Common Stock as of the Effective Time,
a letter of transmittal (which shall specify that delivery shall be

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effected, and risk of loss and title to Certificates shall pass, only upon
proper delivery of the Certificates to the Exchange Agent) and instructions
for use in effecting the surrender of Certificates in exchange for shares
of Richfood Common Stock (together with cash in lieu of fractional shares).
Upon surrender to the Exchange Agent of a Certificate, together with such
letter of transmittal duly executed, and any other required documents, the
holder of such Certificate shall be entitled to receive in exchange
therefor shares of Richfood Common Stock as set forth in the Plan of Merger
(together with cash in lieu of fractional shares), and such Certificate
shall forthwith be cancelled. No holder of a Certificate or Certificates
shall be entitled to receive any dividend or other distribution from
Richfood until the surrender of such holder's Certificate for a certificate
or certificates representing shares of Richfood Common Stock. Upon such
surrender, there shall be paid to the holder the amount of any dividends or
other distributions (without interest) which theretofore became payable,
but which were not paid by reason of the foregoing, with respect to the
number of whole shares of Richfood Common Stock represented by the
certificates issued upon surrender. If delivery of Richfood Common Stock
is to be made to a person other than the person in whose name the
Certificate surrendered is registered or if any certificate for shares of
Richfood Common Stock is to be issued in a name other than that in which
the Certificate surrendered therefor is registered, it shall be a condition
of such delivery or issuance that the Certificate so surrendered shall be
properly endorsed or otherwise in proper form for transfer and that the
person requesting such delivery or issuance shall pay any transfer or other
taxes required by reason of such delivery or issuance to a person other
than the registered holder of the Certificate surrendered or establish to
the satisfaction of Richfood that such tax has been paid or is not
applicable. Until surrendered in accordance with the provisions of this
Section 2.2, each Certificate shall represent for all purposes only the
right to receive shares of Richfood Common Stock (and cash in lieu of
fractional shares) as provided in Section 2.1 hereto, without any interest
thereon.

(c) After the Effective Time, there shall be no transfers on the
stock transfer books of Super Rite of the shares of Super Rite Common Stock
that were outstanding immediately prior to the Effective Time. If, after
the Effective Time, Certificates are presented to Richfood or Super Rite
for transfer, they shall be cancelled and exchanged for shares of Richfood
Common Stock (and cash in lieu of fractional shares) as provided in Section
2.1 hereof, in accordance with the procedures set forth in this Section
2.2.

(d) Any shares of Richfood Common Stock (and any accrued dividends
and distributions thereon), and any cash delivered to the Exchange Agent
for payment in lieu of fractional shares, that remain unclaimed by the
former shareholders of Super Rite on the first anniversary of the Effective
Time shall be delivered by the Exchange Agent to Richfood. Any former
shareholders of Super Rite who have not theretofore complied with this
Section 2.2 shall thereafter look only to Richfood for satisfaction of
their claim for the consideration set forth in the Plan of Merger, without
any interest thereon. Notwithstanding the foregoing, neither Richfood nor
Super Rite shall be liable to any holder of shares of Super Rite Common
Stock for any shares of Richfood Common Stock (or dividends or
distributions with respect thereto) delivered to a public official pursuant
to any applicable abandoned property, escheat or similar law.

ARTICLE III
SHAREHOLDER APPROVAL; CLOSING

Section 3.1. Shareholder Approval. (a) This Agreement shall be
submitted for consideration and approval to the holders of shares of
Richfood Common Stock at a special or annual meeting of shareholders duly
held for such purpose by Richfood.

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(b) This Agreement and the Plan of Merger shall be submitted for
consideration and approval to the holders of shares of Super Rite Common
Stock at a special meeting of shareholders duly held for such purpose by
Super Rite. Each of the shareholders of Super Rite identified in Exhibit
3.1A hereto, being the holders of a majority of the outstanding shares of
Super Rite Common Stock, has duly executed and delivered to Richfood a
letter agreement in the form of Exhibit 3.1B hereto with respect to, among
other things, such shareholder's agreement to vote all shares of Super Rite
Common Stock over which such shareholder exercises voting control for
approval of this Agreement and the Plan of Merger at the Super Rite Special
Meeting.

(c) Richfood and Super Rite shall coordinate and cooperate with
respect to the timing of the Special Meetings and shall endeavor to hold
such meetings on the same day and as soon as practicable after the date
hereof. The respective Boards of Directors of Richfood and Super Rite
shall recommend that their respective shareholders approve this Agreement
and the Plan of Merger and the transactions contemplated hereby and
thereby, and such recommendation shall be contained in the Joint Proxy
Statement/Prospectus. On the first business day on or by which (i) this
Agreement and the Plan of Merger have been duly approved by the requisite
vote of the holders of shares of Richfood Common Stock and Super Rite
Common Stock, and (ii) the Closing of the transactions contemplated by this
Agreement and the Plan of Merger shall have occurred, or such later date as
shall be agreed upon by Richfood and Super Rite, a certificate of merger
shall be filed in accordance with the DGCL, and the Merger shall become
effective in accordance with the terms of the Plan of Merger at the time
and date contemplated therein (such time and date being referred to herein
as the "Effective Time").

Section 3.2. Time and Place of Closing. The Closing of the
transactions contemplated by this Agreement and the Plan of Merger will
take place at 11:00 A.M. on a date mutually agreed upon by the parties
hereto, which shall be no later than the third business day following the
date on which all of the conditions to the obligations of the parties
hereunder set forth in Article VII hereof have been satisfied or waived.
The place of Closing shall be at such place as may be mutually agreed upon
by the parties hereto.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF RICHFOOD

Richfood represents and warrants to Super Rite as follows:

Section 4.1. Organization and Authority of the Richfood Companies.
Each of the Richfood Companies is duly organized, validly existing and in
good standing under the laws of its respective jurisdiction of
organization. Each of the Richfood Companies has full corporate or
partnership power to carry on its respective business as it is now being
conducted and to own, operate and hold under lease its assets and
properties as, and in the places where, such properties and assets now are
owned, operated or held. Each of the Richfood Companies is duly qualified
as a foreign entity to do business, and is in good standing, in each
jurisdiction where the failure to be so qualified would have a Material
Adverse Effect on the Richfood Companies. Exhibit 1.38A constitutes a true
and complete list of all of the Subsidiaries of Richfood, and Exhibit 1.26A
constitutes a true and complete list of all of the Partnerships in which
Richfood has an interest. The copies of the Amended and Restated Articles
of Incorporation and Bylaws of Richfood which have been delivered to Super
Rite are complete and correct and in full force and effect on the date
hereof.

Section 4.2. Capitalization. (a) Richfood's authorized equity
capitalization consists of 60,000,000 shares of Richfood Common Stock and
5,000,000 shares of preferred stock, without par value per share. As of
the close of business on June 20, 1995, 21,424,459 shares of Richfood

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Common Stock and no shares of Richfood preferred stock were issued and
outstanding. Such shares of Richfood Common Stock constituted all of the
issued and outstanding shares of capital stock of Richfood as of such date.
All issued and outstanding shares of Richfood Common Stock have been duly
authorized and validly issued and are fully paid and nonassessable, are not
subject to and have not been issued in violation of any preemptive rights
and have not been issued in violation of any federal or state securities
laws. All of the outstanding shares of capital stock of Richfood's
Subsidiaries are validly issued, fully paid and nonassessable and are,
except as disclosed in Exhibit 1.38A hereto, owned by Richfood, directly or
indirectly, free and clear of all liens, claims, charges or encumbrances.
Except for the declaration and payment of dividends in the ordinary course
of business, Richfood has not, subsequent to April 29, 1995, declared or
paid any dividend on, or declared or made any distribution with respect to,
or authorized or effected any split-up or any other recapitalization of,
any of the Richfood Common Stock, or directly or indirectly redeemed,
purchased or otherwise acquired any of its outstanding capital stock or
agreed to take any such action and will not take any such action during the
period between the date of this Agreement and the Effective Time. Except
as set forth on Exhibit 4.2 attached hereto, there are no outstanding
options, warrants, subscriptions or other rights to purchase or acquire any
capital stock of any of the Richfood Companies, and there are no Contracts
pursuant to which any of the Richfood Companies is bound to sell or issue
any shares of its capital stock. All outstanding shares of Richfood Common
Stock are duly included for trading on Nasdaq.

(b) All of the shares of Richfood Common Stock to be issued to
holders of Super Rite Common Stock in the Merger have been duly authorized
for issuance and, when issued in accordance with the Plan of Merger, will
be validly issued, fully paid and nonassessable, and will not be subject to
and will not be issued in violation of any preemptive rights.

Section 4.3. Authority Relative to this Agreement. The execution,
delivery and performance of this Agreement and of all of the other
documents and instruments required hereby by Richfood are within the
corporate power of Richfood. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have been duly
authorized by the Board of Directors of Richfood and no other corporate
proceedings on the part of Richfood are necessary to authorize this
Agreement or to consummate the transactions contemplated herein (other than
the approval of the transactions contemplated in this Agreement by a
majority of the total votes cast by holders of Richfood Common Stock at the
Richfood Special Meeting in accordance with Section 5(i) of Schedule D,
Part III of the By-Laws of the National Association of Securities Dealers,
Inc.). This Agreement and all of the other documents and instruments
required hereby have been or will be duly and validly executed and
delivered by Richfood and (assuming the due authorization, execution and
delivery hereof and thereof by Super Rite) constitute or will constitute
valid and binding agreements of Richfood, enforceable against Richfood in
accordance with their respective terms.

Section 4.4. Consents and Approvals; No Violations. Except for (i)
any applicable requirements of the Securities Act, the Exchange Act, the
HSR Act and any applicable filings under state securities, "Blue Sky" or
takeover laws, (ii) the filing and recordation of a certificate of merger
as required by the DGCL and (iii) those required filings, registrations,
consents and approvals listed on Exhibit 4.4 attached hereto, no filing or
registration with, and no permit, authorization, consent or approval of,
any public body or authority is necessary or required in connection with
the execution and delivery of this Agreement by Richfood or for the
consummation by Richfood of the transactions contemplated by this
Agreement. Assuming that all filings, registrations, permits,
authorizations, consents and approvals contemplated by the immediately
preceding sentence have been duly made or obtained, neither the execution,
delivery and performance of this Agreement nor the consummation of the
transactions contemplated hereby by Richfood will (i) conflict with or

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result in any breach of any provision of the Articles of Incorporation,
bylaws, partnership or joint venture agreements or other organizational
documents of any of the Richfood Companies, (ii) result in a violation or
breach of, or constitute (with or without due notice or lapse of time or
both) a default (or give rise to any right of termination, cancellation or
acceleration) under, or otherwise result in any diminution of any of the
rights of the Richfood Companies with respect to, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
Contract or other instrument or obligation to which any of the Richfood
Companies is a party or by which it or any of them or any of their
properties or assets may be bound or (iii) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to any of the
Richfood Companies or any of their properties or assets except, in the case
of subsections (ii) or (iii) above, for violations, breaches or defaults
that would not have a Material Adverse Effect on the Richfood Companies and
that will not prevent or delay the consummation of the transactions
contemplated hereby.

Section 4.5. Reports. The Richfood SEC Reports complied, as of
their respective dates of filing, in all material respects with all
applicable requirements of the Securities Act, the Exchange Act and the
rules and regulations of the SEC. As of their respective dates, none of
such forms, reports or documents, including without limitation any
financial statements or schedules included therein, contained any untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein
not misleading in light of the circumstances under which they were made.
Each of the balance sheets (including the related notes and schedules)
included in the Richfood SEC Reports and in the Richfood Fiscal 1995
Financial Statements fairly presented the consolidated financial position
of the Richfood Companies as of the respective dates thereof, and the other
related financial statements (including the related notes and schedules)
included therein fairly presented the results of operations and cash flows
of the Richfood Companies for the respective fiscal periods or as of the
respective dates set forth therein. Each of the financial statements
(including the related notes and schedules) included in the Richfood SEC
Reports complied as to form with the applicable accounting requirements and
rules and regulations of the SEC. Each of the financial statements
(including the related notes and schedules) included in the Richfood SEC
Reports and in the Richfood Fiscal 1995 Financial Statements was prepared
in accordance with GAAP consistently applied during the periods presented,
except as otherwise noted therein and subject to normal year-end and audit
adjustments in the case of any unaudited interim financial statements.
Except for Richfood, none of the Richfood Companies is required to file any
forms, reports or other documents with the SEC, Nasdaq, the NYSE or any
other foreign or domestic securities exchange or Governmental Authority
with jurisdiction over securities laws. Since May 1, 1994, Richfood has
timely filed all reports, registration statements and other filings to be
filed by it with the SEC.

Section 4.6. Absence of Certain Events. Except as set forth in the
Richfood SEC Reports filed prior to the date of this Agreement or in the
Richfood Fiscal 1995 Financial Statements, since April 29, 1995, none of
the Richfood Companies has suffered any change in its business, financial
condition or results of operations that has had or will have a Material
Adverse Effect upon the Richfood Companies. Except as disclosed in the
Richfood SEC Reports or in the Richfood Fiscal 1995 Financial Statements,
or as otherwise specifically contemplated by this Agreement, there has not
been since April 29, 1995: (i) any labor dispute that has had or is
expected to have a Material Adverse Effect upon the Richfood Companies;
(ii) any change in the accounting policies or practices of Richfood; or
(iii) any damage, destruction or loss, whether covered by insurance or not,
which had or will have a Material Adverse Effect upon the Richfood
Companies.

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Section 4.7. Joint Proxy Statement/Prospectus. None of the
information with respect to the Richfood Companies to be included in the
Joint Proxy Statement/Prospectus or the Registration Statement will, in the
case of the Joint Proxy Statement/Prospectus or any amendments thereof or
supplements thereto, at the time of the mailing of the Joint Proxy
Statement/Prospectus or any amendments thereof or supplements thereto, and
at the time of the Richfood Special Meeting, or, in the case of the
Registration Statement, at the time it becomes effective and at the
Effective Time, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which
they are made, not misleading. The Joint Proxy Statement/Prospectus will
comply as to form in all material respects with the provisions of the
Securities Act and the Exchange Act and the rules and regulations
promulgated thereunder, except that no representation is made by Richfood
with respect to information supplied by Super Rite or any affiliate of
Super Rite for inclusion in the Joint Proxy Statement/Prospectus.

Section 4.8. Litigation. There is no action, suit, proceeding or,
to the Knowledge of Richfood, investigation pending or, to the Knowledge of
Richfood, threatened against or relating to any of the Richfood Companies
at law or in equity, or before any federal, state, provincial, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, whether in the United States or otherwise, that is
expected, in the reasonable judgment of Richfood, to have a Material
Adverse Effect upon the Richfood Companies or that seeks restraint,
prohibition, damages or other relief in connection with this Agreement or
the consummation of the transactions contemplated hereby.

Section 4.9. Employee Benefit Plans.

(a) For purposes of this Section, the term "Richfood Benefit Plans"
shall mean all pension, retirement, profit-sharing, deferred compensation,
stock option, employee stock ownership, severance pay, vacation, bonus or
other incentive plans, and all other employee programs, arrangements or
agreements, whether arrived at through collective bargaining or otherwise,
all medical, vision, dental and other health plans, all life insurance
plans, and all other employee benefit plans or fringe benefit plans,
including, without limitation, any "employee benefit plan," as that term is
defined in Section 3(3) of ERISA, currently adopted, maintained by,
sponsored in whole or in part by, or contributed to by any of the Richfood
Companies or affiliates thereof for the benefit of employees, retirees,
dependents, spouses, directors, independent contractors, or other
beneficiaries and under which employees, retirees, dependents, spouses,
directors, independent contractors or other beneficiaries are eligible to
participate. Any of the Richfood Benefit Plans that is an "employee
pension benefit plan," as that term is defined in Section 3(2) of ERISA, is
referred to herein as a "Richfood ERISA Plan."

(b) No Richfood Benefit Plan is a multiemployer plan within the
meaning of Section 3(37) of ERISA. All Richfood Benefit Plans are in
compliance with the applicable provisions (including, without limitation,
any funding requirements or limitations) of ERISA, the Code and any other
applicable Laws, the breach or violation of which could have a Material
Adverse Effect on the Richfood Companies. Except as reflected in the notes
to the Richfood Fiscal 1995 Financial Statements, no Richfood ERISA Plan
which is a defined benefit pension plan has any "unfunded current
liability," as that term is defined in Section 302(d)(8)(A) of ERISA, and
the present fair market value of the assets of any such plan exceeds the
plan's "benefit liabilities," as that term is defined in Section
4001(a)(16) of ERISA, when determined under actuarial factors that would
apply if the plan terminated in accordance with all applicable legal
requirements.

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Section 4.10. Tax Matters. Except as set forth on Exhibit 4.10:

(a) Richfood and each of its Subsidiaries that is incorporated under
the laws of the United States or of any of the United States are members of
the affiliated group, within the meaning of Section 1504(a) of the Code, of
which Richfood is the common parent, and such affiliated group files a
consolidated federal income tax return;

(b) each of the Richfood Companies has timely filed or caused to be
filed all Tax Returns required to have been filed by or for it, and all
information set forth in such Tax Returns is accurate and complete in all
material respects;

(c) each of the Richfood Companies has paid or made adequate
provision on its books and records in accordance with GAAP for all Taxes
covered by such Tax Returns;

(d) there is not a material amount of unpaid Taxes due and payable by
any of the Richfood Companies or by any other person that is or could
become a lien on any asset of, or otherwise have a Material Adverse Effect
on, the Richfood Companies;

(e) each of the Richfood Companies has collected or withheld all
Taxes required to be collected or withheld by it, and all such Taxes have
been paid to the appropriate Governmental Authority or set aside in
appropriate accounts for future payment when due;

(f) none of the Richfood Companies has granted (or is subject to) any
waiver, which is currently in effect, of the period of limitations for the
assessment of any Tax; no unpaid Tax deficiency has been assessed or
asserted against or with respect to any of the Richfood Companies by any
Governmental Authority; there are no currently pending administrative or
judicial proceedings, or any deficiency or refund litigation, with respect
to Taxes of any of the Richfood Companies, the adverse outcome of which
would have a Material Adverse Effect on the Richfood Companies; and any
such assertion, assessment, proceeding or litigation disclosed on Exhibit
4.10 hereto is being contested in good faith through appropriate measures,
and its status is described in Exhibit 4.10 hereto; and

(g) the audited consolidated balance sheet included in the Richfood
Fiscal 1995 Financial Statements fully and properly reflects, as of the
date thereof, the liabilities of Richfood and its Subsidiaries for all
accrued Taxes and deferred liability for Taxes and, for periods ending
after such date, the books and records of each such corporation fully and
properly reflect its liability for all accrued Taxes.

Section 4.11. Compliance with Law. The conduct of the businesses of
the Richfood Companies and their use of their assets does not violate or
conflict, and has not violated or conflicted, with any Law, which violation
or conflict could have a Material Adverse Effect on the Richfood Companies.

Section 4.12. Fees and Expenses of Brokers and Others. None of the
Richfood Companies (a) has had any dealings, negotiations or communications
with any broker or other intermediary in connection with the transactions
contemplated by this Agreement, (b) is committed to any liability for any
brokers' or finders' fees or any similar fees in connection with the
transactions contemplated by this Agreement or (c) has retained any broker
or other intermediary to act on its behalf in connection with the
transactions contemplated by this Agreement, except that Richfood has
engaged Wheat to represent it in connection with such transactions and
shall pay all of Wheat's fees and expenses in connection with such
engagement.

<PAGE>

Section 4.13. Accuracy of Information. Neither this Agreement nor
any other document provided by the Richfood Companies or their employees or
agents to Super Rite in connection with the transactions contemplated
herein contains an untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained therein not
misleading.

Section 4.14. Absence of Undisclosed Liabilities. None of the
Richfood Companies have, as of the date hereof, or will have, as of the
Effective Time, any liabilities or obligations of any kind, whether
absolute, accrued, asserted or unasserted, contingent or otherwise, that
would be required to be disclosed on a consolidated balance sheet of
Richfood prepared as of such date in accordance with GAAP, except
liabilities, obligations or contingencies that were (a) reflected on or
accrued or reserved against in the consolidated balance sheet of Richfood
as of April 29, 1995, that is included in the Richfood Fiscal 1995
Financial Statements, or reflected in the notes thereto, or (b) incurred
after the date of such balance sheet in the ordinary course of business and
consistent with past practices and which, individually or in the aggregate,
will not have a Material Adverse Effect on the Richfood Companies. None of
the Richfood Companies is a party to any Contract, or subject to any
charter or other corporate or partnership restriction, or subject to any
judgment, order, writ, injunction, decree, rule or regulation, which will
have a Material Adverse Effect on the Richfood Companies.

Section 4.15. Opinion of Financial Advisor. Richfood has received
the opinion of Wheat to the effect that, as of June 26, 1995, the exchange
ratio contemplated in the Plan of Merger is fair to the holders of shares
of Richfood Common Stock from a financial point of view.

Section 4.16. Accounting Matters. To the Knowledge of Richfood,
neither Richfood nor any of its "affiliates" or "associates" (as such terms
are defined in Rule 12b-2 adopted under the Exchange Act) has taken or
agreed to take any action that (without giving effect to any action taken
or agreed to be taken by Super Rite or any of its affiliates or associates)
would prevent Richfood from accounting for the business combination to be
effected in accordance herewith as a pooling of interests.

ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF SUPER RITE

Super Rite represents and warrants to Richfood as follows:

Section 5.1. Organization and Authority of the Super Rite Companies.
Each of the Super Rite Companies is duly organized, validly existing and in
good standing under the laws of its respective jurisdiction of
organization. Each of the Super Rite Companies has full corporate or
partnership power to carry on its respective business as it is now being
conducted and to own, operate and hold under lease its assets and
properties as, and in the places where, such properties and assets now are
owned, operated or held. Each of the Super Rite Companies is duly
qualified as a foreign entity to do business, and is in good standing, in
each jurisdiction where the failure to be so qualified would have a
Material Adverse Effect on the Super Rite Companies. Exhibit 1.38B
constitutes a true and complete list of all of the Subsidiaries of Super
Rite, and Exhibit 1.26B constitutes a true and complete list of all of the
Partnerships in which Super Rite has an interest. The copies of the
Restated Certificate of Incorporation and By-laws of Super Rite which have
been delivered to Richfood are complete and correct and in full force and
effect on the date hereof.

Section 5.2. Capitalization. Super Rite's authorized equity
capitalization consists of 30,000,000 shares of Super Rite Common Stock, no
par value, $.01 stated value per share, and 15,000,000 shares of preferred

<PAGE>

stock, $,01 par value per share. As of the close of business on June 20,
1995, 9,572,510 shares of Super Rite Common Stock and no shares of Super
Rite preferred stock were issued and outstanding. Such shares of Super
Rite Common Stock constituted all of the issued and outstanding shares of
capital stock of Super Rite as of such date. All issued and outstanding
shares of Super Rite Common Stock have been duly authorized and validly
issued and are fully paid and nonassessable, are not subject to and have
not been issued in violation of any preemptive rights and have not been
issued in violation of any federal or state securities laws. All of the
outstanding shares of capital stock of Super Rite's Subsidiaries are
validly issued, fully paid and nonassessable and are, except as disclosed
on Exhibit 1.38B hereto, owned by Super Rite, directly or indirectly, free
and clear of all liens, claims, charges or encumbrances. Except for the
declaration and payment of dividends in the ordinary course of business,
Super Rite has not, subsequent to March 4, 1995, declared or paid any
dividend on, or declared or made any distribution with respect to, or
authorized or effected any split-up or any other recapitalization of, any
of the Super Rite Common Stock, or directly or indirectly redeemed,
purchased or otherwise acquired any of its outstanding capital stock or
agreed to take any such action and will not take any such action during the
period between the date of this Agreement and the Effective Time. Except
as set forth on Exhibit 5.2 attached hereto, there are no outstanding
options, warrants, subscriptions or other rights to purchase or acquire any
capital stock of any of the Super Rite Companies, and there are no
Contracts pursuant to which any of the Super Rite Companies is bound to
sell or issue any shares of its capital stock. All outstanding shares of
Super Rite Common Stock are duly included for trading on Nasdaq.

Section 5.3. Authority Relative to this Agreement. The execution,
delivery and performance of this Agreement and of all of the other
documents and instruments required hereby by Super Rite are within the
corporate power of Super Rite. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have
been duly authorized by the Board of Directors of Super Rite and no other
corporate proceedings on the part of Super Rite are necessary to authorize
this Agreement or to consummate the transactions contemplated herein (other
than, with respect to the Merger, the approval of the Plan of Merger by a
majority of the outstanding shares of Super Rite Common Stock at the Super
Rite Special Meeting). This Agreement and all of the other documents and
instruments required hereby have been or will be duly and validly executed
and delivered by Super Rite and (assuming the due authorization, execution
and delivery hereof and thereof by Richfood) constitute or will constitute
valid and binding agreements of Super Rite, enforceable against Super Rite
in accordance with their respective terms.

Section 5.4. Consents and Approvals; No Violations. Except for (i)
any applicable requirements of the Securities Act, the Exchange Act, the
HSR Act, and any applicable filings under state securities, "Blue Sky" or
takeover laws, (ii) the filing and recordation of a certificate of merger
as required by the DGCL and (iii) those required filings, registrations,
consents and approvals listed on Exhibit 5.4 attached hereto, no filing or
registration with, and no permit, authorization, consent or approval of,
any public body or authority is necessary or required in connection with
the execution and delivery of this Agreement by Super Rite or for the
consummation by Super Rite of the transactions contemplated by this
Agreement. Assuming that all filings, registrations, permits,
authorizations, consents and approvals contemplated by the immediately
preceding sentence have been duly made or obtained, neither the execution,
delivery and performance of this Agreement nor the consummation of the
transactions contemplated hereby by Super Rite will (i) conflict with or
result in any breach of any provision of the Certificates of Incorporation,
by-laws, partnership or joint venture agreements or other organizational
documents of any of the Super Rite Companies, (ii) result in a violation or
breach of, or constitute (with or without due notice or lapse of time or
both) a default (or give rise to any right of termination, cancellation or
acceleration) under, or otherwise result in any diminution of any of the
rights of the Super Rite Companies with respect to, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,

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Contract or other instrument or obligation to which any of the Super Rite
Companies is a party or by which it or any of them or any of their
properties or assets may be bound or (iii) violate any order, writ,
injunction, decree, statute, rule or regulation applicable to any of the
Super Rite Companies or any of their properties or assets except, in the
case of subsections (ii) or (iii) above, for violations, breaches or
defaults that would not have a Material Adverse Effect on the Super Rite
Companies and that will not prevent or delay the consummation of the
transactions contemplated hereby.

Section 5.5. Reports. The Super Rite SEC Reports complied, as of
their respective dates of filing, in all material respects with all
applicable requirements of the Securities Act, the Exchange Act and the
rules and regulations of the SEC. As of their respective dates, none of
such forms, reports or documents, including without limitation any
financial statements or schedules included therein, contained any untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein
not misleading in light of the circumstances under which they were made.
Each of the balance sheets (including the related notes and schedules)
included in the Super Rite SEC Reports fairly presented the consolidated
financial position of the Super Rite Companies as of the respective dates
thereof, and the other related financial statements (including the related
notes and schedules) included therein fairly presented the results of
operations and cash flows of the Super Rite Companies for the respective
fiscal periods or as of the respective dates set forth therein. Each of
the financial statements (including the related notes and schedules)
included in the Super Rite SEC Reports (i) complied as to form with the
applicable accounting requirements and rules and regulations of the SEC,
and (ii) was prepared in accordance with GAAP consistently applied during
the periods presented, except as otherwise noted therein and subject to
normal year-end and audit adjustments in the case of any unaudited interim
financial statements. Except for Super Rite, none of the Super Rite
Companies is required to file any forms, reports or other documents with
the SEC, Nasdaq, the NYSE or any other foreign or domestic securities
exchange or Governmental Authority with jurisdiction over securities laws.
Since May 1, 1994, Super Rite has timely filed all reports, registration
statements and other filings to be filed by it with the SEC.

Section 5.6. Absence of Certain Events. Except as set forth in the
Super Rite SEC Reports filed prior to the date of this Agreement or as
otherwise specifically disclosed in Exhibit 5.6 attached hereto, since
March 4, 1995, none of the Super Rite Companies has suffered any change in
its business, financial condition or results of operations that has had or
will have a Material Adverse Effect upon the Super Rite Companies. Except
as disclosed in the Super Rite SEC Reports or in Exhibit 5.6 hereto, or as
otherwise specifically contemplated by this Agreement, there has not been
since March 4, 1995: (i) any entry into any agreement or understanding or
any amendment of any agreement or understanding between any of the Super
Rite Companies on the one hand, and any of their respective directors,
officers or employees on the other hand, providing for employment of any
such director, officer or employee or any general or material increase in
the compensation, severance or termination benefits payable or to become
payable by any of the Super Rite Companies to any of their respective
directors, officers or employees (except for normal increases in the
ordinary course of business that are consistent with past practices and
that, in the aggregate, do not result in a material increase in benefits or
compensation expense), or any adoption of or increase in any bonus,
insurance, pension or other employee benefit plan, payment or arrangement

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<PAGE>

(including, without limitation, the granting of stock options or stock
appreciation rights or the award of restricted stock) made to, for or with
any such director, officer or employee; (ii) any labor dispute that has had
or is expected to have a Material Adverse Effect upon the Super Rite
Companies; (iii) any entry by any of the Super Rite Companies into any
material commitment, agreement, license or transaction (including, without
limitation, any borrowing, capital expenditure, sale of assets or any
mortgage, pledge, lien or encumbrances made on any of the properties or
assets of any of the Super Rite Companies) other than in the ordinary and
usual course of business; (iv) any change in the accounting policies or
practices of Super Rite; (v) any damage, destruction or loss, whether
covered by insurance or not, which has had or will have a Material Adverse
Effect upon the Super Rite Companies; or (vi) any agreement to do any of
the foregoing.

Section 5.7. Joint Proxy Statement/Prospectus. None of the
information with respect to the Super Rite Companies to be included in the
Joint Proxy Statement/Prospectus or the Registration Statement will, in the
case of the Joint Proxy Statement/Prospectus or any amendments thereof or
supplements thereto, at the time of the mailing of the Joint Proxy
Statement/Prospectus or any amendments thereof or supplements thereto, and
at the time of the Super Rite Special Meeting, or, in the case of the
Registration Statement, at the time it becomes effective and at the
Effective Time, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which
they are made, not misleading. The Joint Proxy Statement/Prospectus will
comply as to form in all material respects with the provisions of the
Securities Act, the Exchange Act and the rules and regulations promulgated
thereunder, except that no representation is made by Super Rite with
respect to information supplied by Richfood or any affiliate of Richfood
for inclusion in the Joint Proxy Statement/Prospectus.

Section 5.8. Litigation. Except as set forth in Exhibit 5.8
attached hereto, there is no action, suit, proceeding or, to the Knowledge
of Super Rite, investigation pending or, to the Knowledge of Super Rite,
threatened against or relating to any of the Super Rite Companies at law or
in equity, or before any federal, state, provincial, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, whether in the United States or otherwise, that is
expected, in the reasonable judgment of Super Rite, to have a Material
Adverse Effect upon the Super Rite Companies or that seeks restraint,
prohibition, damages or other relief in connection with this Agreement or
the consummation of the transactions contemplated hereby.

Section 5.9. Title to and Sufficiency of Assets. As of the date
hereof the Super Rite Companies own, and as of the Effective Time the Super
Rite Companies will own, good and marketable title to all of their assets
(excluding, for purposes of this sentence, assets held under leases), free
and clear of any and all mortgages, liens, encumbrances, charges, claims,
restrictions, pledges, security interests or impositions, except as
disclosed on Exhibit 5.9 attached hereto. Such assets, together with all
assets held by the Super Rite Companies under leases, include all tangible
and intangible assets, Contracts and rights necessary or required for the
operation of the businesses of the Super Rite Companies in accordance with
past practice.

Section 5.10. Contracts. (a) Prior to the date hereof, Super Rite
has provided Richfood with access to true and correct copies of all of the
Contracts to which any Super Rite Company is a party that constitute: (i) a
lease of any interest in any real property; (ii) a lease of any personal
property with aggregate annual rental payments in excess of $100,000; (iii)
an option to acquire or lease any interest in real property or a right of
first refusal with respect thereto; (iv) an agreement to purchase or sell a
capital asset or an interest in any business entity for a price in excess
of $100,000 or a right of first refusal with respect thereto; (v) an
agreement relating to the borrowing or lending of money or the purchase or

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<PAGE>

sale of securities; (vi) a guaranty, contribution agreement or other
agreement that includes any indemnification, contribution or support
obligation; (vii) an agreement limiting in any respect the ability of any
Super Rite Company to compete in any line of business or with any person;
(viii) a customer supply or requirements agreement or an agreement with a
vendor to which any of the Super Rite Companies is a party or by which any
of the Super Rite Companies is bound; (ix) an employment or consulting
agreement to which any of the Super Rite Companies is a party or by which
any of the Super Rite Companies is bound; and (ix) any other agreement
involving an amount over its term in excess of $100,000. The Super Rite
Companies have performed and, to the Knowledge of Super Rite, every other
party has performed, each material term, covenant and condition of each of
the Contracts to which any Super Rite Company is a party that is to be
performed by any of them at or before the date hereof. No event has
occurred that would, with the passage of time or compliance with any
applicable notice requirements or both, constitute a default by any Super
Rite Company or, to the Knowledge of Super Rite, any other party under any
of the Contracts to which any Super Rite Company is a party, and, to the
Knowledge of Super Rite, no party to any of the Contracts to which any
Super Rite Company is a party intends to cancel, terminate or exercise any
option under any of such Contracts.

(b) With respect to each customer supply or requirements agreement
and vendor agreement to which any of the Super Rite Companies is a party,
the copy of such agreement that has been provided by Super Rite to Richfood
accurately discloses: (i) the remaining term of such agreement; (ii) all
incentive or other payments paid or to be paid thereunder by any Super Rite
Company after March 4, 1995; (iii) all purchase commitments or minimum
purchase guarantees binding on any of the Super Rite Companies for periods
after March 4, 1995; and (iv) any deviation in the economic terms thereof
from and after March 4, 1995, from those that were in effect under such
agreements (or under any similar predecessor agreements) over the course of
Super Rite's entire fiscal year ended March 4, 1995.

Section 5.11. Labor Matters. (a) Except as set forth in Exhibit
5.11 attached hereto, with respect to employees of the Super Rite
Companies: (i) to the Knowledge of Super Rite, no senior executive, key
employee or group of employees has any plans to terminate employment with
any of the Super Rite Companies; (ii) there is no unfair labor practice
charge or complaint against any Super Rite Company pending or, to the
Knowledge of Super Rite, threatened before the National Labor Relations
Board or any other comparable authority; (iii) no grievance or any
arbitration proceeding arising out of or under collective bargaining
agreements is pending and, to the Knowledge of Super Rite, no claims
therefor exist or have been threatened; and (iv) there is no litigation,
arbitration proceeding, governmental investigation, administrative charge,
citation or action of any kind pending or, to the Knowledge of Super Rite,
proposed or threatened against any Super Rite Company relating to
employment, employment practices, terms and conditions of employment or
wages and hours.

(b) Except as described in Exhibit 5.11 attached hereto, no Super
Rite Company has any collective bargaining relationship or duty to bargain
with any Labor Organization (as such term is defined in Section 2(5) of the
National Labor Relations Act, as amended), and no Super Rite Company has
recognized any Labor Organization as the collective bargaining
representative of any of its employees.

Section 5.12. Employee Benefit Plans.

(a) For purposes of this Section, the term "Super Rite Benefit Plans"
shall mean all pension, retirement, profit-sharing, deferred compensation,
stock option, employee stock ownership, severance pay, vacation, bonus or
other incentive plans, and all other employee programs, arrangements or
agreements, whether arrived at through collective bargaining or otherwise,
all medical, vision, dental and other health plans, all life insurance
plans, and all other employee benefit plans or fringe benefit plans,
including, without limitation, any "employee benefit plan," as that term is

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defined in Section 3(3) of ERISA, currently adopted, maintained by,
sponsored in whole or in part by, or contributed to by any of the Super
Rite Companies or affiliates thereof for the benefit of employees,
retirees, dependents, spouses, directors, independent contractors or other
beneficiaries and under which employees, retirees, dependents, spouses,
directors, independent contractors, or other beneficiaries are eligible to
participate. Any of the Super Rite Benefit Plans which is an "employee
pension benefit plan," as that term is defined in Section 3(2) of ERISA, is
referred to herein as a "Super Rite ERISA Plan."

(b) Except as set forth on Exhibit 5.12 hereto, no Super Rite Benefit
Plan is or has been a multiemployer plan within the meaning of Section
3(37) of ERISA. As to any multiemployer plan set forth on Exhibit 5.12
hereto, prior to the date hereof Super Rite has provided to Richfood a true
and correct copy of any estimate of the "withdrawal liability" that would
arise if Super Rite were to withdraw or cause a withdrawal from such plan
that is within the Knowledge of Super Rite. All Super Rite Benefit Plans
are in compliance with the applicable provisions (including, without
limitation, any funding requirements or limitations) of ERISA, the Code and
any other applicable Laws, the breach or violation of which could have a
Material Adverse Effect on the Super Rite Companies. No Super Rite Benefit
Plan provides for post-retirement medical benefit obligations (without
regard to COBRA obligations). Except as set forth on Exhibit 5.12 hereto,
no Super Rite ERISA Plan which is a defined benefit pension plan has any
"unfunded current liability," as that term is defined in Section
302(d)(8)(A) of ERISA, and the present fair market value of the assets of
any such plan exceeds the plan's "benefit liabilities," as that term is
defined in Section 4001(a)(16) of ERISA, when determined under actuarial
factors that would apply if the plan terminated in accordance with all
applicable legal requirements.

(c) Exhibit 5.12 hereto is a true and correct list of all Super Rite
Benefit Plans. Super Rite has provided Richfood with access to true and
correct copies of each governing document for each Super Rite Benefit Plan,
together with the most recent summary plan description, annual report and
audited financial statement for each such plan and the actuarial report for
any Super Rite Benefit Plan that is a defined benefit pension plan or
funded welfare benefit plan.

Section 5.13. Tax Matters.

(a) Except as set forth on Exhibit 5.13:

(1) Super Rite and each of its Subsidiaries that is
incorporated under the laws of the United States or of any of the United
States are members of the affiliated group, within the meaning of Section
1504(a) of the Code, of which Super Rite is the common parent, such
affiliated group files a consolidated federal income tax return and neither
Super Rite nor any of its Subsidiaries has ever filed a consolidated
federal income tax return with (or been included in a consolidated return
of) a different affiliated group;

(2) each of the Super Rite Companies has timely filed or
caused to be filed all Tax Returns required to have been filed by or for
it, and all information set forth in such Tax returns is accurate and
complete in all material respects;

(3) each of the Super Rite Companies has paid or made
adequate provision on its books and records in accordance with GAAP for all
Taxes covered by such Tax Returns;

(4) each of the Super Rite Companies is in material
compliance with, and its records contain all information and documents
(including, without limitation, properly completed IRS Forms W-8 and Forms
W-9) necessary to comply with, all applicable information reporting and tax

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<PAGE>

withholding requirements under federal, state, local and foreign Laws, and
such records identify with specificity all accounts subject to withholding
under Section 1441, 1442 or 3406 of the Code or similar provisions of
state, local or foreign laws;

(5) there is not a material amount of unpaid Taxes due and
payable by any of the Super Rite Companies or by any other person that is
or could become a lien on any asset of, or otherwise have a Material
Adverse Effect on, the Super Rite Companies;

(6) each of the Super Rite Companies has collected or
withheld all Taxes required to be collected or withheld by it, and all such
Taxes have been paid to the appropriate Governmental Authority or set aside
in appropriate accounts for future payment when due;

(7) none of the Super Rite Companies has granted (or is
subject to) any waiver, which is currently in effect, of the period of
limitations for the assessment of any Tax; no unpaid Tax deficiency has
been assessed or asserted against or with respect to any of the Super Rite
Companies by any Governmental Authority; no power of attorney relating to
Taxes that is currently in effect has been granted by or with respect to
any of the Super Rite Companies; there are no currently pending
administrative or judicial proceedings, or any deficiency or refund
litigation, with respect to Taxes of any of the Super Rite Companies, the
adverse outcome of which would have a Material Adverse Effect on the Super
Rite Companies; and any such assertion, assessment, proceeding or
litigation disclosed on Exhibit 5.13 hereto is being contested in good
faith through appropriate measures, and its status is described in Exhibit
5.13 hereto;

(8) none of the Super Rite Companies has made or entered
into, or holds any asset subject to, a consent filed pursuant to Section
341(f) of the Code and the regulations thereunder or a "safe harbor lease"
subject to former Section 168(f)(8) of the Code and the regulations
thereunder;

(9) none of the Super Rite Companies is required to include
in income any amount from an adjustment pursuant to Section 481 of the Code
or the regulations thereunder or any similar provision of state or local
Law, and Super Rite has no Knowledge that any Governmental Authority has
proposed any such adjustment;

(10) none of the Super Rite Companies is obligated to make
any payments, or is a party to any Contract that could obligate it to make
any payments, that would not be deductible by reason of sections 162(m) or
280G of the Code;

(11) there are no excess loss accounts or deferred
intercompany gains with respect to any member of the affiliated group of
which Super Rite is the common parent which would have a Material Adverse
Effect on the Super Rite Companies if taken into account; and

(12) the most recent audited consolidated balance sheet
included in the Super Rite SEC Reports fully and properly reflects, as of
the date thereof, the liabilities of Super Rite and its Subsidiaries for
all accrued Taxes and deferred liability for Taxes and, for periods ending
after such date, the books and records of each such corporation fully and
properly reflect its liability for all accrued Taxes.

(b) Exhibit 5.13 describes all material and continuing Tax elections,
consents and agreements made by or affecting any of the Super Rite
Companies, lists all types of material Taxes paid and Tax Returns filed by
or on behalf of any of the Super Rite Companies and expressly indicates
each Tax with respect to which any of the Super Rite Companies is or has
been included in a consolidated, unitary or combined return.

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Section 5.14. Compliance with Law. The conduct of the businesses of
the Super Rite Companies and their use of their assets does not violate or
conflict, and has not violated or conflicted, with any Law, which violation
or conflict could have a Material Adverse Effect on the Super Rite
Companies.

Section 5.15. Transactions With Affiliates. For purposes of this
Section, the term "Affiliate" shall mean (a) any holder of 5% or more of
the voting securities of Super Rite, (b) any director, officer or employee
of the Super Rite Companies, (c) any person, firm or corporation that
directly or indirectly controls, is controlled by or is under common
control with any of the Super Rite Companies or (d) any member of the
immediate family of any of such persons. Except as set forth in
Exhibit 5.15 attached hereto, since March 4, 1995, the Super Rite Companies
have not, in the ordinary course of business or otherwise, (a) purchased,
leased or otherwise acquired any material property or assets or obtained
any material services from, (b) sold, leased or otherwise disposed of any
material property or assets or provided any material services to (except
with respect to remuneration for services rendered in the ordinary course
of business as a director, officer or employee of one or more of the Super
Rite Companies), (c) entered into or modified in any manner any Contract
with, or (d) borrowed any money from, or made or forgiven any loan or other
advance to, any Affiliate. Except as set forth in Exhibit 5.15, (a) the
Contracts of the Super Rite Companies do not include any obligation or
commitment between any of the Super Rite Companies and any Affiliate, (b)
the assets of the Super Rite Companies do not include any receivable or
other obligation or commitment from an Affiliate to any of the Super Rite
Companies and (c) the liabilities of the Super Rite Companies do not
include any payable or other obligation or commitment from any of the Super
Rite Companies to any Affiliate. To the Knowledge of Super Rite and except
as set forth in Exhibit 5.15 hereto, no Affiliate of any of the Super Rite
Companies is a party to any Contract with any customer or supplier of Super
Rite that affects in any manner the business, financial condition or
results of operation of any of the Super Rite Companies.

Section 5.16. Fees and Expenses of Brokers and Others. None of the
Super Rite Companies (a) has had any dealings, negotiations or
communications with any broker or other intermediary in connection with the
transactions contemplated by this Agreement, (b) is committed to any
liability for any brokers' or finders' fees or any similar fees in
connection with the transactions contemplated by this Agreement or (c) has
retained any broker or other intermediary to act on its behalf in
connection with the transactions contemplated by this Agreement, except
that Super Rite has engaged DLJ to represent it in connection with such
transactions, and shall pay all of DLJ's fees and expenses in connection
with such engagement.

Section 5.17. Accuracy of Information. Neither this Agreement nor
any other document provided by the Super Rite Companies or their employees
or agents to Richfood in connection with the transactions contemplated
herein contains an untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained therein not
misleading.

Section 5.18. Absence of Undisclosed Liabilities. None of the Super
Rite Companies have, as of the date hereof, or will have, as of the
Effective Time, any liabilities or obligations of any kind, whether
absolute, accrued, asserted or unasserted, contingent or otherwise, that
would be required to be disclosed on a consolidated balance sheet of Super
Rite prepared as of such date, in accordance with GAAP, except liabilities,
obligations or contingencies that were (a) reflected on or accrued or
reserved against in the consolidated balance sheet of Super Rite as of

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March 4, 1995, included in the Super Rite SEC Reports or reflected in the
notes thereto, or (b) incurred after the date of such balance sheet in the
ordinary course of business and consistent with past practices and which,
individually or in the aggregate, would not have a Material Adverse Effect
on the Super Rite Companies. None of the Super Rite Companies is a party
to any Contract, or subject to any charter or other corporate or
partnership restriction, or subject to any judgment, order, writ,
injunction, decree, rule or regulation, which will have a Material Adverse
Effect on the Super Rite Companies.

Section 5.19. Opinion of Financial Advisor. Super Rite has received
the opinion of DLJ to the effect that, as of June 26, 1995, the exchange
ratio contemplated in the Plan of Merger is fair to the holders of shares
of Super Rite Common Stock from a financial point of view.

Section 5.20. Accounting Matters. To the Knowledge of Super Rite,
neither Super Rite nor any of its "affiliates" or "associates" (as such
terms are defined in Rule 12b-2 adopted under the Exchange Act) has taken
or agreed to take any action that (without giving effect to any action
taken or agreed to be taken by Richfood or any of its affiliates or
associates) would prevent Richfood from accounting for the business
combination to be effected in accordance herewith as a pooling of
interests.

ARTICLE VI
COVENANTS

Section 6.1. Conduct of the Businesses of Richfood and Super Rite.

(a) Except as otherwise expressly provided in this Agreement, during
the period from the date of this Agreement to the Effective Time, the Super
Rite Companies will conduct their respective operations according to their
ordinary and usual course of business and consistent with past practice,
and will use their respective reasonable best efforts to preserve intact
their respective business organizations, to keep available the services of
their officers and employees and to maintain satisfactory relationships
with licensors, licensees, suppliers, contractors, distributors, customers
and others having material business relationships with them. Without
limiting the generality of the foregoing, and except as otherwise expressly
provided in this Agreement, prior to the Effective Time, none of the Super
Rite Companies will, without the prior written consent of Richfood:

(i) amend its Articles or Certificate of Incorporation, bylaws,
partnership or joint venture agreements or other organizational documents;

(ii) authorize for issuance or issue, sell or deliver (whether
through the issuance or granting of options, warrants, commitments,
subscriptions, rights to purchase or otherwise) any stock of any class or
any other securities or interests, except as required by the terms of any
Super Rite Benefit Plan existing on the date hereof, or any options,
warrants, rights or other securities outstanding as of the date hereof and
disclosed pursuant to this Agreement;

(iii) split, combine or reclassify any shares of its capital
stock or declare, set aside or pay any dividend or other distribution
(whether in cash, stock or property or any combination thereof) in respect
of its capital stock, or redeem or otherwise acquire any of its securities
or any securities of their respective Subsidiaries and Partnerships, except
that Super Rite may declare and pay dividends in the ordinary course of
business consistent with its past practices;

(iv) except in the ordinary course of business (A) incur or
assume any Funded Debt (as defined below) not currently outstanding, (B)
assume, guarantee, endorse or otherwise become liable or responsible for
the obligations of any person, other than a Subsidiary or Partnership, (C)

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make any loans, advances or capital contributions to, or investments in,
any other person (other than customary loans or advances to employees and
non-affiliated retail grocery customers in accordance with past practice),
(D) enter into any Contract, or alter, amend, modify or exercise any option
under any existing Contract, other than in the ordinary course of business
or in connection with the transactions contemplated by this Agreement or
(E) authorize any single capital expenditure which is in excess of $500,000
or capital expenditures which are, in the aggregate, in excess of
$1.0 million, other than capital expenditures pursuant to Contracts entered
into prior to the date hereof or reflected in Super Rite's fiscal 1996
capital budget previously furnished to Richfood;

(v) adopt or amend (except as may be required by Law or as
provided in this Agreement) any bonus, profit sharing, compensation,
severance, termination, stock option, stock appreciation right, restricted
stock, pension, retirement, deferred compensation, employment, severance or
other employee benefit agreements, trusts, plans, funds or other
arrangements for the benefit or welfare of any director, officer or
employee, or (except for normal increases in the ordinary course of
business that are consistent with past practices and that, in the
aggregate, do not result in a material increase in benefits or compensation
expense) increase in any manner the compensation or fringe benefits of any
director, officer or employee or pay any benefit not required by any
existing plan or arrangement (including, without limitation, the granting
of stock options, stock appreciation rights, shares of restricted stock or
performance units) or enter into any Contract, agreement, commitment or
arrangement to do any of the foregoing;

(vi) acquire, sell, lease or dispose of any material assets
outside the ordinary course of business;

(vii) take any action other than in the ordinary course of
business and in a manner consistent with past practice with respect to
accounting policies or practices;

(viii) make any material Tax election or settle or compromise
any material federal, state, local or foreign income Tax liability;

(ix) except for the payment of professional fees, pay, discharge
or satisfy any material claims, liabilities or obligations (absolute,
accrued or unasserted, contingent or otherwise), other than the payment,
discharge or satisfaction in the ordinary course of business of liabilities
reflected or reserved against in Super Rite's fiscal 1995 financial
statements or incurred in the ordinary course of business since the date
thereof; or

(x) hold any meeting of its shareholders except to the extent
required by the request of the shareholders entitled to call a meeting
under Super Rite's bylaws or the DGCL;

(xi) take any action that would or is reasonably likely to result
in any of the conditions set forth in Article VII not being satisfied as of
the Closing Date; or

(xii) agree in writing or otherwise to take any of the foregoing
actions.

For purposes of this Section, "Funded Debt" shall mean, without
duplication, (i) all indebtedness for borrowed money or which has been
incurred in connection with the acquisition of assets, in each case having
a final maturity of one or more than one year from the date of origin
thereof (or which is renewable or extendible at the option of the obligor
for a period or periods more than one year from the date of origin), but
excluding all payments in respect thereof that are required to be made

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within one year from the date of any determination of Funded Debt to the
extent the obligation to make such payments shall constitute a current
liability of the obligor under GAAP, (ii) all rentals payable under
capitalized leases, and (iii) all guaranties of Funded Debt of others.

(b) Except as otherwise expressly provided in this Agreement, prior
to the Effective Time, Richfood will not, without the prior written consent
of Super Rite:

(i) amend its Amended and Restated Articles of Incorporation or
Bylaws;

(ii) authorize for issuance or issue, sell or deliver (whether
through the issuance or granting of options, warrants, commitments,
subscriptions, rights to purchase or otherwise) any stock of any class or
any other securities or interests, except as required by the terms of any
Richfood Benefit Plan existing on the date hereof, or any options,
warrants, rights or other securities outstanding as of the date hereof and
disclosed pursuant to this Agreement;

(iii) split, combine or reclassify any shares of its capital
stock or declare, set aside or pay any dividend or other distribution
(whether in cash, stock or property or any combination thereof) in respect
of its capital stock, except that Richfood may declare and pay dividends in
the ordinary course of business consistent with its past practices;

(iv) take any action other than in the ordinary course of
business and in a manner consistent with past practice with respect to
accounting policies or practices;

(v) hold any meeting of its shareholders except to the extent
required by the request of the shareholders entitled to call a meeting
under Richfood's Bylaws or the Virginia Stock Corporation Act;

(vi) take any action that would or is reasonably likely to result
in any of the conditions set forth in Article VII not being satisfied as of
the Closing Date; or

(vii) agree in writing or otherwise to take any of the foregoing
actions.

(c) Richfood and Super Rite agree that, during the period from the
date of this Agreement to the Effective Time: (i) they will cause
representatives of their respective companies to meet, no less frequently
than monthly, to discuss the operations and business prospects of their
companies; and (ii) Super Rite will promptly advise Richfood of the
occurrence of any Material Adverse Effect with respect to the Super Rite
Companies, and Richfood will promptly advise Super Rite of the occurrence
of any Material Adverse Effect with respect to the Richfood Companies.

Section 6.2. No Solicitation. Super Rite agrees that it shall not,
after the date hereof and before the Effective Time, directly or
indirectly, through any officer, director, employee, agent or otherwise,
solicit, initiate or encourage submission of proposals or offers from any
person relating to any acquisition or purchase of all or (other than in the
ordinary course of business) a substantial portion of the assets of, or any
equity interest in, any Super Rite Company or any business combination
involving any Super Rite Company or, except to the extent required by
fiduciary obligations under applicable Law as advised by counsel,
participate in any negotiations regarding, or furnish to any other person
any information with respect to, or otherwise cooperate in any way with, or
assist or participate in, facilitate or encourage, any effort or attempt by
any other person to do or seek any of the foregoing. Super Rite shall

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promptly advise Richfood if any such proposal or offer, or any inquiry or
contact with any person with respect thereto, is made, shall promptly
inform Richfood of all the terms and conditions thereof, and shall furnish
to Richfood copies of any such written proposal or offer and the contents
of any communications in response thereto. Super Rite shall not waive any
provisions of any "standstill" agreements between Super Rite and any party,
except to the extent that such waiver is, as advised by counsel, required
by fiduciary obligations under applicable Law.

Section 6.3. The Registration Statement; Listing.

(a) Super Rite and Richfood shall, as soon as practicable following
the execution of this Agreement, file with the SEC a draft of the Joint
Proxy Statement/Prospectus (in a form mutually agreeable to Super Rite and
Richfood) as preliminary proxy materials under the Exchange Act, and shall
seek confidential treatment with respect thereto. Super Rite and Richfood
shall cooperate to respond promptly to any comments made by the SEC with
respect thereto.

(b) Upon resolution of any SEC comments with respect to the draft
Joint Proxy Statement/Prospectus, or at such other time as may be mutually
determined by the parties hereto, Richfood shall file the Registration
Statement (including the then-current draft of the Joint Proxy
Statement/Prospectus) with the SEC, and shall:

(i) after consultation with Super Rite, respond promptly to any
comments made by the SEC with respect thereto; provided, however, that
Richfood will not file any amendment or supplement to the Registration
Statement without first furnishing to Super Rite a copy thereof for its
review and will not file any such proposed amendment or supplement to which
Super Rite reasonably and promptly objects;

(ii) use its best efforts to cause the Registration Statement to
become effective under the Securities Act as soon as practicable, and
Richfood and Super Rite shall cause the Joint Proxy Statement/Prospectus to
be mailed to their respective shareholders at the earliest practicable time
after effectiveness of the Registration Statement;

(iii) cause the registration or qualification of the Richfood
Common Stock to be issued upon conversion of shares of Super Rite Common
Stock in accordance with the Plan of Merger under the state securities or
"Blue Sky" laws of each state of residence of a record holder of Super Rite
Common Stock as reflected in its stock transfer ledger;

(iv) promptly advise Super Rite (A) when the Registration
Statement becomes effective, (B) when, prior to the Effective Time, any
amendment to the Registration Statement shall be filed or become effective,
(C) of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose and (D) of the receipt by
Richfood of any notification with respect to the suspension of the
registration or qualification of Richfood Common Stock for sale in any
jurisdiction or the institution or threatening of any proceeding for that
purpose;

(v) use its best efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the withdrawal thereof;
and

(vi) use its best efforts to cause the shares of Richfood Common
Stock to be issued upon conversion of shares of Super Rite Common Stock in
accordance with the Plan of Merger to be approved for inclusion upon notice
of issuance in Nasdaq.

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If, at any time when the Joint Proxy Statement/Prospectus is required
to be delivered under the Securities Act or the Exchange Act, any event
occurs as a result of which the Joint Proxy Statement/Prospectus as then
amended or supplemented would include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements
contained therein, in light of the circumstances under which they were
made, not misleading, or if it shall be necessary to amend the Registration
Statement or supplement the Joint Proxy Statement/Prospectus to comply with
the Securities Act or the Exchange Act or the respective rules thereunder,
Super Rite and Richfood will cooperate to permit Richfood promptly to
prepare and file with the SEC, subject to clause (a) of this Section 6.3,
an amendment or supplement that will correct such statement or omission or
effect such compliance.

Section 6.4. Access to Information; Confidentiality Agreement.

(a) Between the date of this Agreement and the Effective Time, the
parties hereto will give one another and their authorized representatives
reasonable access during normal business hours to all plants, offices,
warehouses and other facilities and to all books and records of one
another, will permit one another to make such inspections as each may
reasonably request and will cause their officers and those of their
Subsidiaries and Partnerships to furnish such financial and operating data
and other information with respect to their businesses and properties as
may from time to time reasonably be requested. Subject to Section 6.7
hereof, all such information shall be kept confidential in accordance with
the Confidentiality Agreement.

(b) Notwithstanding the execution of this Agreement, the
Confidentiality Agreement shall remain in full force and effect through the
Effective Time, at which time the Confidentiality Agreement shall terminate
and be of no further force and effect. Each party hereto hereby waives the
provisions of the Confidentiality Agreement as and to the extent necessary
to permit the solicitation of votes of the shareholders of Richfood and
Super Rite pursuant to the Joint Proxy Statement/Prospectus and to permit
consummation of the transactions contemplated hereby. Each party further
acknowledges that the Confidentiality Agreement shall survive any
termination of this Agreement pursuant to Section 8.1 hereof.

Section 6.5. Best Efforts. Subject to the terms and conditions
herein provided and subject to fiduciary obligations under applicable Law
as advised by counsel, each of the parties hereto agrees to use its best
efforts to take, or cause to be taken, all action, and to do, or cause to
be done, all things necessary, proper and advisable under applicable Law,
to consummate and make effective the transactions contemplated by this
Agreement. In case at any time after the Effective Time any further action
is necessary or desirable to carry out the purposes of this Agreement, the
proper officers and directors of each party to this Agreement shall take
all such necessary action. Richfood and Super Rite will execute any
additional instruments necessary to consummate the transactions
contemplated hereby.

Section 6.6. Consents. Super Rite and Richfood each will use its
best efforts to obtain consents of all third parties and governmental
authorities necessary to the consummation of the transactions contemplated
by this Agreement.

Section 6.7. Public Announcements. The parties hereto have agreed
upon the text of a joint press release announcing, among other things, the
execution of this Agreement, which joint press release shall be
disseminated promptly following the execution hereof. Super Rite and
Richfood will consult with each other before issuing any additional press
release or otherwise making any additional public statement with respect to
this Agreement, the Plan of Merger, the Merger or the transactions
contemplated herein and shall not issue any such press release or make any

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such public statement prior to such consultation or as to which the other
party promptly and reasonably objects, except as may be required by Law in
the written opinion of such party's counsel or by obligations pursuant to
any listing agreement with any national securities exchange or inter-dealer
quotation system, in which case the party proposing to issue such press
release or make such public announcement shall use its best efforts to
consult in good faith with the other party before issuing any such press
release or making any such public announcements.

Section 6.8. Certain Leases. Super Rite hereby agrees that, prior
to the Effective Time, it shall enter into amendments of certain leases
identified on Exhibit 6.8 hereof in accordance with the terms set forth on
Exhibit 6.8 hereof, the form of which amendments shall be reasonably
acceptable to Richfood. Richfood agrees that at the Closing it shall
execute a guaranty with respect to Super Rite's obligations under such
leases, as so amended, which guaranty shall be in a form mutually agreeable
to the parties hereto.

Section 6.9. Affiliates. Super Rite shall use its best efforts to
cause each principal executive officer, each director and each other person
who may be deemed to be an "affiliate," for purposes of Rule 145 under the
Securities Act, of Super Rite to deliver to Richfood at or prior to the
Effective Time a written agreement (substantially in the form of Exhibit
6.9 attached hereto) to the effect that such person will not offer to sell,
sell or otherwise dispose of any shares of Richfood Common Stock issued in
the Merger, except, in each case, pursuant to an effective registration
statement or in compliance with Rule 145, as amended from time to time, or
in a transaction which, in the opinion of legal counsel satisfactory to
Richfood, is exempt from the registration requirements of the Securities
Act and, in any case, until after the results covering 30 days of post-
Merger combined operations of Super Rite and Richfood have been filed with
the SEC, sent to shareholders of Richfood or otherwise publicly issued.
Richfood hereby agrees that it shall file with the SEC, send to its
shareholders or otherwise publicly issue capsule financial data covering 30
days of post-Merger combined operations of Super Rite and Richfood as soon
as practical after the completion of such 30 day period.

Section 6.10. Stock Options. (a) Super Rite has advised Richfood,
and hereby confirms, that the applicable instruments governing all
outstanding options to purchase shares of Super Rite Common Stock (each a
"Super Rite Stock Option") provide for both the acceleration of the
exercisability of each such option in connection with the transactions
contemplated herein, and the cancellation of each such option as of the
Effective Time in exchange for a cash payment calculated in accordance with
the applicable option agreement (the "Option Cash-out"). The parties
hereto have agreed that the Board of Directors of Super Rite shall adopt,
and, if necessary, shall recommend to its shareholders for adoption, an
amendment to all such governing instruments to (i) confirm the acceleration
of the exercisability of each such option in connection with the
transactions contemplated herein, (ii) eliminate the Option Cash-out, and
instead provide that each such option (as so accelerated) shall remain
exercisable (on the terms provided below) subject to the original
expiration provisions thereof, and (iii) require Richfood to assume all
obligations of Super Rite under such applicable governing instruments. In
connection therewith, at the Effective Time, to the extent permitted by the
terms of the relevant governing instruments, each Super Rite Stock Option,
whether vested or unvested, shall be assumed by Richfood. Unless Super
Rite and Richfood shall otherwise agree, each such Super Rite Stock Option
shall be deemed to constitute an option to acquire, on the same terms and
conditions as were applicable under such Super Rite Stock Option, the same
number of shares of Richfood Common Stock as the holder of such Super Rite
Stock Option would have been entitled to receive pursuant to the Plan of
Merger had such holder exercised such option in full immediately prior to
the Effective Time (rounded up to the nearest whole share in the case of
Super Rite Stock Options that are non-qualified stock options and rounded
down to the nearest whole share in the case of incentive stock options (as
defined below)), at a price per share equal to (i) the per share exercise

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price for the shares of Super Rite Common Stock purchasable pursuant to
such Super Rite Stock Option, divided by (ii) 1.0205; provided, however,
that in the case of any option to which section 421 of the Code applies by
reason of its qualification under any of section 422-424 of the Code
("incentive stock options"), the option price, the number of shares
purchasable pursuant to such option and the terms and conditions of
exercise of such option shall be determined in order to comply with section
424(a) of the Code, subject to the terms and conditions of the relevant
governing instruments.

(b) As soon as practicable after the Effective Time, Richfood shall
file a registration statement on Form S-3 or Form S-8, as the case may be
(or any successor or other appropriate forms) with respect to the shares of
Richfood Common Stock subject to such options and shall use its best
efforts to maintain the effectiveness of such registration statement or
registration statements (and maintain the current status of the prospectus
or prospectuses contained therein) for so long as such options remain
outstanding. Richfood shall administer the option plans assumed pursuant
to this Section 6.10 in a manner that complies with Rule 16b-3 promulgated
under the Exchange Act to extent the option plans complied with such rule
prior to the Merger.

Section 6.11. Letter of Super Rite's Accountants. Super Rite shall
use its best efforts to obtain a letter of Coopers & Lybrand L.L.P., dated
a date within two business days before the date on which the Registration
Statement shall become effective and addressed to Super Rite, in form and
substance reasonably satisfactory to Richfood and Super Rite and customary
in scope and substance for agreed-upon procedures letters delivered by
independent public accountants in connection with registration statements
similar to the Registration Statement.

Section 6.12. Letter of Richfood's Accountants. Richfood shall use
its best efforts to obtain a letter of KPMG Peat Marwick LLP, dated a date
within two business days before the date on which the Registration
Statement shall become effective and addressed to Richfood, in form and
substance reasonably satisfactory to Super Rite and Richfood and customary
in scope and substance for agreed-upon procedures letters delivered by
independent public accountants in connection with registration statements
similar to the Registration Statement.

Section 6.13. Opinions of Financial Advisors. Each of Super Rite and
Richfood shall use its best efforts to cause DLJ and Wheat, respectively,
to provide its opinion, as of a date no earlier than three business days
prior to the date that the Joint Proxy Statement/Prospectus is mailed to
shareholders of Super Rite and Richfood, as to the fairness of the exchange
ratio contemplated in the Plan of Merger to the shareholders of Super Rite
and Richfood, respectively, from a financial point of view, as contemplated
by this Agreement, and shall include such updated opinions in the Joint
Proxy Statement/Prospectus.

Section 6.14. Registration Rights.

(a) Upon the receipt of a written notice within a period of one (1)
year after the Closing Date from any of those persons identified on Exhibit
6.14 attached hereto or any trustee holding shares for the benefit of such
person (the "Super Rite Group") requesting Richfood in writing to register
under the Securities Act shares of Richfood Common Stock held by such
persons that represent at least 25% of the shares of Richfood Common Stock
received by members of the Super Rite Group in the Merger, Richfood shall
promptly notify all other members of the Super Rite Group in writing of the
receipt of such request and any member of the Super Rite Group may elect
(by written notice sent to Richfood within ten business days from the date
of such member's receipt of the aforementioned notice from Richfood) to
have any or all of his shares of Richfood Common Stock included in such
registration pursuant to this Section 6.14 (such shareholders, together

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with any shareholders exercising registration rights pursuant to Section
6.14(c) hereof, being hereinafter referred to as "Selling Shareholders");
provided, however, that the aggregate number of shares included in such
registration shall not exceed the aggregate number of shares received by
the members of the Super Rite Group in the Merger, less the aggregate
number of shares as to which members of the Super Rite Group have
previously exercised registration rights pursuant to this Section.

(b) As expeditiously as possible, Richfood will use its reasonable
best efforts to cause the offering of all shares designated in such
request(s) (the "Shares") to be registered under the Securities Act so as
to permit the proposed sale; provided, that (i) the Shares with respect to
which such public offering has been requested are reasonably anticipated to
have an aggregate price to the public in excess of $25 million, (ii)
Richfood and the Selling Shareholders are entitled to register the Shares
on Form S-3 (or a successor form) or would be eligible to use such form but
for the failure by Richfood to timely file all reports required to be filed
by it under the Exchange Act, and (iii) Richfood has not commenced or
completed within the previous three months an underwritten public offering.

(c) For a period of one (1) year after the Closing Date, if Richfood
shall at any time propose to file on its own behalf and/or the behalf of
any other shareholders a registration statement under the Securities Act
for an offering of Richfood Common Stock solely for cash on a form that
would also permit registration of shares of Richfood Common Stock held by
members of the Super Rite Group, Richfood shall give notice of such
proposed registration to each member of the Super Rite Group as promptly as
possible, but in any event, at least forty-five (45) days before the
initial filing with the SEC of such registration statement, which notice
shall set forth the intended method of disposition of the shares proposed
to be registered by Richfood. The notice shall offer to include in such
filing the aggregate number of shares of Richfood Common Stock as the
Selling Shareholders may request (not to exceed the aggregate number of
shares received by members of the Super Rite Group in the Merger, less the
number of shares as to which members of the Super Rite Group have
previously exercised registration rights pursuant to this Section), subject
to this Section 6.14(c). Each member of the Super Rite Group desiring to
have Richfood Common Stock registered under this Section 6.14(c) shall
advise Richfood in writing within ten business days after the date of
notice of such offer from Richfood, setting forth the amount of such
Richfood Common Stock for which registration is requested. Richfood shall
thereupon include in such filing the number of shares of Richfood Common
Stock for which registration is so requested, subject to the provisions of
Section 6.14(c)(i)-(iv), and shall use its best efforts to effect
registration under the Securities Act of such shares. Notwithstanding the
foregoing: (i) Richfood shall not be required to give notice or to include
shares in any such registration if the proposed registration is primarily
(A) a registration of a dividend reinvestment, stock option, employee
benefit or compensation plan or of securities issued or issuable pursuant
to any such plan, or (B) a registration of securities proposed to be issued
in exchange for securities or assets of, or in connection with a merger or
consolidation with, another entity; (ii) if Richfood is advised in writing
by its underwriters that the inclusion of all or any portion of such shares
would in their reasonable opinion jeopardize the success of the proposed
offering, Richfood may exclude all or such portion of such shares from
registration; (iii) the offering of such shares by the Selling Shareholders
shall be on the same terms as the offering by Richfood; (iv) in the event
other parties have similar registration rights at the time of the offering,
the number of shares to be registered may be limited by Richfood pursuant
to clause (ii) of this Section 6.14(c) on a pro rata basis according to the
total amount of shares owned by such parties or on such other basis as may
be agreed upon by such parties; provided, that no limitation shall apply to
shares offered by Richfood for its own account; (v) Richfood may, without
the consent of the Selling Shareholders, withdraw such registration
statement and abandon the proposed offering in which such persons had
requested to participate; and (vi) Richfood shall be under no obligation to
any Selling Shareholder pursuant to this Section 6.14(c) unless such
persons accept the terms of underwriting agreed upon by Richfood and its
underwriters.

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(d) If Richfood is required by the provisions of this Section 6.14 to
use its best efforts to effect the registration of any of its securities
under the Securities Act, Richfood will, as expeditiously as possible:

(i) prepare and file with the SEC a registration statement with
respect to the Shares and use its best efforts to cause such registration
statement to become and remain effective for a period of time (not to
exceed 180 days) required for the disposition of the Shares by the Selling
Shareholders;

(ii) prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act
with respect to the sale or other disposition of all Shares covered by such
registration statement until the earlier of such time as all of such Shares
have been disposed of in a public offering or the expiration of 180 days;

(iii) furnish to the Selling Shareholders such number of copies
of a summary prospectus or other prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and
such other documents, as such Selling Shareholders may reasonably request;

(iv) use its best efforts to register or qualify the securities
covered by such registration statement under such other securities or blue
sky laws of such jurisdictions within the United States and Puerto Rico as
each Selling Shareholder shall request (provided, however, that Richfood
shall not be obligated to qualify as a foreign corporation to do business
under the laws of any jurisdiction in which it is not then qualified or to
file any general consent to service of process), and do such other
reasonable acts and things as may be required of it to enable such Selling
Shareholder to consummate the disposition in such jurisdiction of the
Shares covered by such registration statement;

(v) furnish, at the request of any Selling Shareholder: (1) an
opinion, dated the date of the closing, of counsel representing Richfood
for the purposes of such registration, addressed to the underwriters and
the Selling Shareholders, or if the Shares are not being sold through
underwriters, then to the Selling Shareholders making such request, in each
case, customary for the type of offering and including, without limitation,
that the registration statement, the related prospectus, and each amendment
or supplement thereto, comply as to form in all material respects with the
requirements of the Securities Act and the applicable rules and regulations
of the SEC thereunder; and (2) a letter, dated the date of the closing,
from the independent certified public accountants of Richfood, addressed to
the underwriters, or if such Shares are not being sold through
underwriters, then to Richfood and, if feasible, to the Selling
Shareholders making such request, substantially to the effect that they are
independent certified public accountants within the meaning of the
Securities Act and that, in the opinion of such accountants, the financial
statements and other financial data of Richfood included in the
registration statement or the prospectus, or any amendment or supplement
thereto, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act. Such opinion of counsel
shall additionally cover such other legal matters with respect to the
registration as the underwriters and the Selling Shareholders may
reasonably request. Such letter from the independent certified public
accountants shall additionally cover such other financial matters
(including information as to the period ending not more than five (5)
business days prior to the date of such letter) with respect to the

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registration in respect of which such letter is being given as the
underwriters and the Selling Shareholders may reasonably request; and

(vi) otherwise use its best efforts to comply with all
applicable rules and regulations of the SEC, and make available to its
shareholders, as soon as reasonably practicable, but not later than 18
months after the effective date of the registration statement, an earning
statement covering the period of at least 12 months beginning with the
first full month after the effective date of such registration statement,
which earning statement shall satisfy the provisions of Section 11(a) of
the Securities Act.

(e) The obligations of Richfood under this Section 6.14 are subject
to the following terms and limitations:

(i) Richfood shall be entitled to postpone for up to three
months in any 12-month period the filing of any registration statement
otherwise required to be prepared and filed by it pursuant to Section
6.14(a) hereof if, at the time it receives a request for such registration,
its Board of Directors determines, in its reasonable good faith judgment,
that such registration and sale would materially interfere with any
financing, acquisition, corporate reorganization or other material
transaction involving Richfood then under consideration or would otherwise
be detrimental to Richfood and its shareholders; provided, however, that
the one year period contemplated by Section 6.14(a) shall be tolled at any
time when Richfood has postponed a registration pursuant to this paragraph
or is excused from registering Shares pursuant to Section 6.14(b)(iii)
hereof (unless, in the case of such Section 6.14(b)(iii), Richfood has
notified the members of the Super Rite Group in writing that Richfood will
waive the application of such Section with respect to the subject
underwritten public offering);

(ii) in the event of a request for registration under Section
6.14(a) hereof, sales shall be made through a nationally recognized
investment banking firm selected by Richfood which shall act as managing
underwriter;

(iii) Richfood shall pay all fees and expenses associated with
the first registration and offering of shares for the benefit of members of
the Super Rite Group pursuant to Section 6.14(a) (including, without
limitation, all SEC and state "Blue Sky" filing fees, all fees and expenses
of Richfood's counsel and accountants, all underwriting fees, commissions
and expenses, all printing and mailing fees, and the fees and expenses of
counsel for the underwriters, if applicable (collectively, "Registration
Expenses"), but excluding the fees and expenses of any counsel or
accountants retained by any member of the Super Rite Group in connection
with such registration and offering); provided, however, that in the event
of a registration under Section 6.14(a) hereof, Richfood shall not be
obligated to pay the costs related to the preparation of any audited
financial statements included in any registration statement required to be
prepared and filed by it pursuant to Section 6.14(a) hereof as of any date
other than the Saturday nearest to April 30 (or the end of its fiscal year,
if other than the Saturday nearest to April 30), or for any audited
financial statements for any period of less than 12 months or ending on any
date other than the Saturday nearest to April 30 (or the end of its fiscal
year, if other than the Saturday nearest to April 30). For all other
registrations and offerings of shares pursuant to this Section 6.14, the
selling Super Rite Group shareholders shall pay, on a pro rata basis, all
Registration Expenses and other costs and expenses associated with such
registrations and offerings;

(iv) Richfood shall not be obligated to provide more than a
total of two registrations pursuant to Section 6.14(a) and Section 6.14(c)
hereof; provided, that in the event any shares are excluded in an initial
registration pursuant to Section 6.14(c) or in the event such registration

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is withdrawn or abandoned by Richfood, the Super Rite Group shareholders
shall have additional registration rights pursuant to such subsection until
such time as the shares originally proposed to be registered thereunder
have been registered pursuant to this Section;

(v) Richfood, the Selling Shareholders and any underwriter of
an offering pursuant to any registration statement provided for in this
Section shall have entered into an underwriting agreement or other
agreement containing provisions with respect to the indemnification of the
aforementioned parties in connection with the preparation and use of such
registration statement in form and substance reasonably satisfactory to
Richfood and any such underwriter; and

(vi) it shall be a condition precedent to the obligations of
Richfood under this Section 6.14 that the Selling Shareholders shall
furnish to Richfood such information regarding the Selling Shareholders,
the shares proposed to be sold and the intended method of disposition of
such securities as Richfood shall reasonably request.

(f) The registration rights provided herein may not be assigned, by
operation of law or otherwise, to any other person; provided, however, that
such registration rights may be assigned to the transferee of any shares of
Richfood Common Stock received by a member of the Super Rite Group in the
Merger (i) if such transfer occurs by will or pursuant to the laws of
descent and distribution, or (ii) if the transferee is a member of the
immediate family of any member of the Super Rite Group or is a trust for
the benefit of any such persons.

Section 6.15. Indemnification; Insurance. (a) Except as may be
limited by applicable Law, from the Effective Time and for a period of
three (3) years thereafter, Richfood shall cause Super Rite to maintain all
rights of indemnification existing in favor of the directors and officers
of Super Rite on terms no less favorable than those provided in the
certificate of incorporation and by-laws of Super Rite on the date of this
Agreement with respect to matters occurring prior to the Effective Time.

(b) Richfood shall cause to be maintained in effect for three (3)
years from the Effective Time the current policies for directors' and
officers' liability insurance maintained by Super Rite (provided that
Richfood may substitute therefor policies of at least the same coverage
containing terms and conditions that are not materially less advantageous)
with respect to matters occurring prior to the Effective Time, to the
extent such insurance is available to Richfood in the market.

ARTICLE VII
CONDITIONS PRECEDENT TO CONSUMMATION OF THE MERGER

Section 7.1. Conditions Precedent to Each Party's Obligation to
Effect the Merger. The respective obligation of each party to consummate
the Merger is subject to the satisfaction at or prior to the Effective Time
of the following conditions precedent:

(a) the transactions contemplated in this Agreement shall have been
approved by the affirmative vote of the shareholders of Richfood by the
requisite vote in accordance with Richfood's Nasdaq listing agreement;

(b) the transactions contemplated in this Agreement shall have been
approved, and the Plan of Merger shall have been adopted, by the
affirmative vote of the shareholders of Super Rite by the requisite vote in
accordance with the DGCL;

(c) no order, decree or injunction shall have been enacted, entered,
promulgated or enforced by any United States court of competent
jurisdiction or any United States governmental authority which prohibits
the consummation of the Merger; provided, however, that the parties hereto
shall use their best efforts to have any such order, decree or injunction
vacated or reversed;

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(d) the Registration Statement shall have become effective in
accordance with the provisions of the Securities Act, and no stop order
suspending such effectiveness shall have been issued and remain in effect;

(e) any waiting period applicable to the Merger under the HSR Act
shall have terminated or expired, all applicable requirements of the
Exchange Act shall have been satisfied and any applicable filings under
state securities, "Blue Sky" or takeover laws shall have been made;

(f) the receipt by the parties hereto, based on customary assumptions
and on representations set forth in certificates of officers of Richfood
and Super Rite, of the opinion of Hunton & Williams and the opinion of
Neuberger, Quinn, Gielen, Rubin & Gibber, P.A. (each dated the date of the
Effective Time) to the effect that, for United States federal income tax
purposes, (i) the Merger will constitute a "reorganization" under
Section 368(a) of the Code, (ii) no gain or loss will be recognized by
Richfood, Merger Subsidiary or Super Rite upon consummation of the Merger,
(iii) no gain or loss will be recognized by shareholders of Super Rite upon
the exchange of shares of Super Rite Common Stock solely for shares of
Richfood Common Stock (including any fractional share interest) in the
Merger, (iv) the aggregate basis of shares of Richfood Common Stock
(including any fractional share interest) received by a Super Rite
shareholder in the Merger will be the same as the aggregate basis of the
shares of Super Rite Common Stock exchanged therefor, (v) the holding
period for shares of Richfood Common Stock (including any fractional share
interest) received by a Super Rite shareholder in the Merger will include
the holding period for the shares of Super Rite Common Stock exchanged
thereof, if such shares of Super Rite Common Stock are held as a capital
asset at the Effective Time and (vi) cash received in lieu of a fractional
share of Richfood Common Stock will be treated as having been received as
full payment in exchange for such fractional share;

(g) the shares of Richfood Common Stock required to be issued
hereunder shall have been approved for inclusion in Nasdaq subject to
official notice of issuance;

(h) Super Rite and Richfood shall have received a letter from each of
Coopers & Lybrand L.L.P. and KPMG Peat Marwick LLP, dated the Effective
Time, addressed to and in form and substance reasonably satisfactory to
Super Rite and Richfood, stating that the Merger will qualify as a "pooling
of interests" transaction under GAAP;

(i) the receipt of all necessary and material governmental,
regulatory, shareholder and third party lender, customer or other
clearances, consents, licenses or approvals; and

(j) the last sale price for Richfood Common Stock, as reported on
Nasdaq for the last full day on which the Richfood Common Stock is traded
on Nasdaq prior to the Closing Date, shall not be less than $18.33.

Section 7.2. Conditions Precedent to Obligations of Super Rite. The
obligations of Super Rite to consummate the Merger are subject to the
satisfaction or waiver at or prior to the Effective Time of the following
conditions precedent:

(a) there shall have occurred no material adverse change in the
business, financial condition or results of operations of the Richfood
Companies, taken as a whole, from the date hereof to the Effective Time;

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(b) the representations and warranties of Richfood contained in
Article IV shall be true and correct in all material respects when made and
at and as of the Effective Time with the same force and effect as if those
representations and warranties had been made at and as of such time except
(i) to the extent such representations and warranties speak as of a
specified earlier date, and (ii) as otherwise contemplated or permitted by
this Agreement;

(c) Richfood shall, in all material respects, have performed all
obligations and complied with all covenants necessary to be performed or
complied with by it on or before the Effective Time;

(d) Super Rite shall have received a certificate of the Chairman,
President or Executive Vice President of Richfood, in form satisfactory to
counsel for Super Rite, certifying fulfillment of the matters referred to
in paragraphs (a) through (c) of this Section 7.2;

(e) Super Rite shall have received a satisfactory opinion from DLJ as
to the fairness of the exchange ratio contemplated in the Plan of Merger,
from a financial point of view, to the shareholders of Super Rite;

(f) all proceedings, corporate or other, to be taken by Richfood in
connection with the transactions contemplated by this Agreement, and all
documents incident thereto, shall be reasonably satisfactory in form and
substance to Super Rite and Super Rite's counsel, and Richfood shall have
made available to Super Rite for examination the originals or true and
correct copies of all documents that Super Rite may reasonably request in
connection with the transactions contemplated by this Agreement; and

(g) Super Rite shall have received the opinion of Hunton & Williams,
counsel for Richfood, dated the Effective Time, with respect to such
matters as Super Rite may reasonably request.

Section 7.3. Conditions Precedent to Obligations of Richfood. The
obligations of Richfood to consummate the Merger are subject to the
satisfaction or waiver at or prior to the Effective Time of the following
conditions precedent:

(a) there shall have occurred no material adverse change in the
business, financial condition or results of operations of the Super Rite
Companies, taken as a whole, from the date hereof to the Effective Time;

(b) the representations and warranties of Super Rite contained in
Article V shall be true and correct in all material respects when made and
at and as of the Effective Time with the same force and effect as if those
representations and warranties had been made at and as of such time except
(i) to the extent such representations and warranties speak as of a
specified earlier date, and (ii) as otherwise contemplated or permitted by
this Agreement;

(c) Super Rite shall, in all material respects, have performed all
obligations and complied with all covenants necessary to be performed or
complied with by it on or before the Effective Time;

(d) Super Rite's consolidated Funded Debt (as defined in Section
6.1(a) hereof) shall not exceed $109.0 million;

(e) Richfood shall have received a certificate of the Chairman,
President or Executive Vice President of Super Rite, in form satisfactory
to counsel for Richfood, certifying fulfillment of the matters referred to
in paragraphs (a) through (d) of this Section 7.3;

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<PAGE>

(f) Richfood shall have received a satisfactory opinion from Wheat as
to the fairness of the exchange ratio contemplated in the Plan of Merger,
from a financial point of view, to the shareholders of Richfood;

(g) Richfood shall receive consulting and non-competition agreements
in the form of Exhibit 7.3 hereto from those persons specified therein;

(h) all proceedings, corporate or other, to be taken by Super Rite in
connection with the transactions contemplated by this Agreement, and all
documents incident thereto, shall be reasonably satisfactory in form and
substance to Richfood and Richfood's counsel, and Super Rite shall have
made available to Richfood for examination the originals or true and
correct copies of all documents that Richfood may reasonably request in
connection with the transactions contemplated by this Agreement;

(i) Richfood shall have received the opinion of Neuberger, Quinn,
Gielen, Rubin & Gibber, P.A., counsel for Super Rite, dated the Effective
Time, with respect to such matters as Richfood may reasonably request; and

(j) Richfood shall have received from each person specified in
Section 6.9 hereof the written agreement referred to in such Section 6.9.

ARTICLE VIII
TERMINATION; AMENDMENT; WAIVER

Section 8.1. Termination. This Agreement may be terminated and the
Merger contemplated hereby may be abandoned at any time notwithstanding
approval thereof by the respective shareholders of Super Rite and Richfood,
but prior to the Effective Time:

(a) by mutual written consent of Super Rite and Richfood;

(b) by Super Rite or Richfood, if the Effective Time shall not have
occurred on or before December 31, 1995 (provided that the right to
terminate this Agreement under this Section 8.1(b) shall not be available
to any party whose failure to fulfill any obligation under this Agreement
has been the cause of or has resulted in the failure of the Effective Time
to occur on or before such date);

(c) by Super Rite if (i) the transactions contemplated in this
Agreement shall have been voted on by holders of Richfood Common Stock at a
meeting duly convened therefor, and the votes shall not have been
sufficient to satisfy the condition set forth in Section 7.1(a) hereof,
(ii) there has been a material breach by Richfood of any representation,
warranty, covenant or agreement set forth in this Agreement or the Plan of
Merger, which breach has not been cured within ten business days following
receipt by the breaching party of notice of such breach; or (iii) the Board
of Directors of Richfood should fail to recommend to its shareholders
approval of the transactions contemplated by this Agreement or such
recommendation shall have been made and subsequently withdrawn;

(d) by Richfood if (i) the transactions contemplated in this
Agreement and the Plan of Merger shall have been voted on by holders of
Super Rite Common Stock at a meeting duly convened therefor, and the votes
shall not have been sufficient to satisfy the condition set forth in
Section 7.1(b) hereof, (ii) there has been a material breach by Super Rite
of any representation, warranty, covenant or agreement set forth in this
Agreement or the Plan of Merger, which breach has not been cured within ten
business days following receipt by the breaching party of notice of such
breach; or (iii) the Board of Directors of Super Rite should fail to
recommend to its shareholders approval of the transactions contemplated by
this Agreement and the Plan of Merger or such recommendation shall have
been made and subsequently withdrawn;

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(e) by Super Rite if, prior to the Effective Time, a corporation,
partnership, person or other entity or group shall have made a bona fide
proposal with respect to the acquisition of all of Super Rite's outstanding
capital stock, or all or substantially all of Super Rite's assets, that the
Board of Directors of Super Rite believes, in good faith after consultation
with its financial advisors, is more favorable, from a financial point of
view, to the shareholders of Super Rite than the proposal set forth in this
Agreement and the Plan of Merger (a "Superior Proposal"); provided, that
Richfood does not make, within five business days of receiving notice of
such third party proposal, an offer that the Board of Directors of Super
Rite believes, in good faith after consultation with its financial
advisors, is at least as favorable, from a financial point of view, to
Super Rite's shareholders as such Superior Proposal; or

(f) by Super Rite or Richfood, if any court of competent jurisdiction
in the United States or other United States Governmental Authority shall
have issued an order, decree or ruling or taken any other action
restraining, enjoining or otherwise prohibiting the Mergers and such order,
decree, ruling or other action shall have become final and nonappealable.

Section 8.2. Effect of Termination. If this Agreement is so
terminated and the Merger is not consummated, this Agreement shall
forthwith become void and have no effect, without any liability on the part
of either party or its directors, officers or shareholders, other than the
provisions of Section 6.4(b), this Section 8.2, Section 8.3 and Section
9.10.

Section 8.3. Termination Fee.

(a) If this Agreement is terminated (i) by Richfood pursuant to
Section 8.1(b) hereof, and the failure of the Effective Time to occur has
been caused by or is attributable to any failure by Super Rite to fulfill
any of its obligations under this Agreement, (ii) by Richfood pursuant to
Section 8.1(d)(i) or (iii) hereof, (iii) by Richfood pursuant to Section
8.1(d)(ii) hereof and the subject breach existed as of the date hereof,
(iv) by Richfood pursuant to Section 8.1(d)(ii) hereof and the subject
breach occurs after the date hereof, unless the facts and circumstances
giving rise to such breach are outside of the reasonable control of the
Super Rite Companies and their Affiliates, or (v) by Super Rite pursuant to
Section 8.1(e) hereof, or if the condition contained in Section 7.3(j)
hereof is not satisfied prior to the Effective Time, and if Super Rite is
not entitled to terminate this Agreement by reason of Section 8.1(c)
hereof, then Super Rite shall promptly (and in any event within two days of
receipt by Super Rite of written notice from Richfood) pay to Richfood (by
wire transfer of immediately available funds to an account designated by
Richfood) a termination fee of $7.5 million.

(b) If this Agreement is terminated by Super Rite (i) pursuant to
Section 8.1(b) hereof, and the failure of the Effective Time to occur has
been caused by or is attributable to any failure by Richfood to fulfill any
of its obligations under this Agreement, (ii) pursuant to Section 8.1(c)(i)
or (iii) hereof, (iii) pursuant to Section 8.1(c)(ii) hereof and the
subject breach existed as of the date hereof, or (iv) pursuant to Section
8.1(c)(ii) hereof and the subject breach occurs after the date hereof,
unless the facts and circumstances giving rise to such breach are outside
of the reasonable control of the Richfood Companies and their Affiliates,
and if Richfood is not otherwise entitled to terminate this Agreement, then
Super Rite will be entitled to pursue its remedies at law or in equity
against Richfood; provided, however, the parties hereto agree that Super
Rite shall only be entitled to recover in any such proceeding its proven
actual damages, not to exceed $7.5 million.

(c) If this Agreement is terminated by Richfood pursuant to Section
8.1(d)(ii) hereof, or by Super Rite pursuant to Section 8.1(c)(ii) hereof,

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in either case as a result of a breach of any representation, warranty,
covenant or agreement by the other party hereto, which breach was not
willful or knowing in nature, and if the breaching party is not otherwise
entitled to terminate this Agreement, then the breaching party shall
promptly reimburse the non-breaching party that has terminated this
Agreement for all out-of-pocket expenses (including all fees and expenses
of its counsel, advisors, accountants and consultants) incurred by such
non-breaching party or on its behalf in connection with the transactions
contemplated in this Agreement.

(d) This Section 8.3 shall be the sole remedy of the parties hereto
in the event of any termination of this Agreement.

Section 8.4. Amendment. This Agreement and the Plan of Merger may
be amended by action taken by both Richfood and Super Rite at any time
before or after approval of the transactions contemplated herein by the
respective shareholders of Richfood and Super Rite but, after any such
approval, no amendment shall be made that would have any of the effects
specified in DGCL Section 251(d) without the approval of the shareholders
affected thereby. This Agreement may not be amended except by an
instrument in writing signed on behalf of both of the parties hereto.

Section 8.5. Extension; Waiver. At any time prior to the Effective
Time, either party hereto may (i) extend the time for the performance of
any of the obligations or other acts of the other party hereto, (ii) waive
any inaccuracies in the representations and warranties contained herein or
in any document, certificate or writing delivered pursuant hereto by the
other party hereto or (iii) waive compliance with any of the agreements or
conditions contained herein by the other party hereto. Any agreement on
the part of any party to any such extension or waiver shall be valid only
if set forth in an instrument in writing signed on behalf of such party.

ARTICLE IX
MISCELLANEOUS

Section 9.1. Survival of Representations and Warranties. The
representations and warranties made herein shall not survive beyond the
Effective Time.

Section 9.2. Brokerage Fees and Commissions. No broker, finder or
investment banker (other than DLJ, whose fees shall be paid by Super Rite)
is entitled to any brokerage, finder's or other fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Super Rite; and no broker, finder or
investment banker (other than Wheat, whose fees shall be paid by Richfood)
is entitled to any brokerage, finder's or other fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Richfood.

Section 9.3. Entire Agreement; Assignment. This Agreement (a)
constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes, except as set forth in Section 6.4(b)
hereof, all other prior agreements and understandings, both written and
oral, between the parties or any of them with respect to the subject matter
hereof, and (b) shall not be assigned by operation of law or otherwise.

Section 9.4. Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly given upon receipt) by delivery in

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person, by cable, telecopy, telegram or telex, or by registered or
certified mail (postage prepaid, return receipt requested) to the
respective parties as follows:

if to Richfood:

Richfood Holdings, Inc.
2000 Richfood Road
Mechanicsville, Virginia 23211
Attention: Donald D. Bennett
Chairman & Chief
Executive Officer

with a copy to:

Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Attention: Gary E. Thompson, Esq.

if to Super Rite:

Super Rite Corporation
P. O. Box 2261
Harrisburg, Pennsylvania 17105
Attention: Alex Grass
Chairman & Chief
Executive Officer

with copies to:

Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.

Commerce Place, 27th Floor
One South Street
Baltimore, Maryland 21202
Attention: Isaac M. Neuberger, Esq.

or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth
above.

Section 9.5. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Commonwealth of Virginia
regardless of the laws that might otherwise govern under applicable
principles of conflicts of laws thereof.

Section 9.6. Descriptive Headings. The descriptive headings herein
are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.

Section 9.7. Parties in Interest. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto, and nothing in
this Agreement, express or implied, is intended to or shall confer upon any
other person any rights, benefits or remedies of any nature whatsoever
under or by reason of this Agreement; provided, however, that each person
who is a party to a letter in the form of Exhibit 6.9 hereto shall be
entitled to rely upon, and shall be a third-party beneficiary of Richfood's
agreement set forth in, the final sentence of Section 6.9 hereof; and
provided, further, that each member of the Super Rite Group shall be
entitled to rely upon, and shall be a third-party beneficiary of Richfood's
agreements set forth in, Section 6.14 hereof.

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Section 9.8. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original, but all
of which shall constitute one and the same agreement.

Section 9.9. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any of the provisions of this
Agreement were not performed in accordance with the terms hereof and that
the parties shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or equity.

Section 9.10. Fees and Expenses. All costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such expenses, whether or not the
Merger is consummated, except that the expenses incurred in connection with
printing and mailing the Joint Proxy Statement/Prospectus and printing the
Registration Statement, and the filing fees related to the Registration
Statement, shall be shared equally by the parties hereto.

Section 9.11. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic
or legal substance of the transactions contemplated hereby is not affected
in any manner adverse to either party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as possible
in an acceptable manner, to the end that the transactions contemplated
hereby are fulfilled to the extent possible.

IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed on its behalf by its officers thereunto duly
authorized, all as of the day and year first above written.

RICHFOOD HOLDINGS, INC.

By:/s/ Donald D. Bennett
Donald D. Bennett
Chairman & Chief
Executive Officer

SUPER RITE CORPORATION

By:/s/ Peter Vanderveen
Peter Vanderveen
Vice President

<PAGE>

APPENDIX II
PLAN OF MERGER
OF
SR ACQUISITION, INC.
WITH AND INTO
SUPER RITE CORPORATION

Section 1. Corporations Proposing to Merge and Surviving Corporation.
SR Acquisition, Inc. ("SR Acquisition"), a Delaware corporation and
wholly-owned subsidiary of Richfood Holdings, Inc., a Virginia corporation
("Richfood"), shall be merged (the "Merger") with and into Super Rite
Corporation, a Delaware corporation ("Super Rite"), pursuant to the terms
and conditions of this Plan of Merger (the "Plan of Merger") and of the
Agreement and Plan of Reorganization, dated as of June 26, 1995, by and
between Super Rite and Richfood (the "Agreement"). The effective time for
the Merger (the "Effective Time") shall be set forth in the certificate of
merger to be filed with the Secretary of State of Delaware. Super Rite
shall continue as the surviving corporation (the "Surviving Corporation")
in the Merger and the separate corporate existence of SR Acquisition shall
cease.

Section 2. Effects of the Merger. The Merger shall have the effects
set forth in Subchapter IX of the Delaware General Corporation Law (the
"DGCL").

Section 3. Certificate of Incorporation and Bylaws. The Certificate
of Incorporation and Bylaws of Super Rite as in effect immediately prior to
the Effective Time shall remain in effect as the Certificate of
Incorporation and Bylaws of the Surviving Corporation following the
Effective Time until changed in accordance with their terms and the DGCL.

Section 4. Officers and Directors. The officers and directors of
Super Rite immediately prior to the Effective Time shall remain the
officers and directors of the Surviving Corporation immediately following
the Effective Time until they are removed or replaced in accordance with
the Certificate of Incorporation and Bylaws of the Surviving Corporation
and the DGCL.

Section 5. Conversion of Shares.

(a) At the Effective Time, each share of Super Rite common stock, no
par value, stated value $.01 per share ("Super Rite Common Stock"),
outstanding immediately prior to the Effective Time (other than shares of
Super Rite Common Stock held by Richfood, if any, which shares shall be
cancelled), by virtue of the Merger and without any action on the part of
the holder thereof, shall be converted into and become 1.0205 shares of
common stock, without par value, of Richfood ("Richfood Common Stock").

(b) At the Effective Time, but after the conversion contemplated in
Section 5(a) above, each share of SR Acquisition common stock, without par
value, outstanding immediately prior to the Effective Time, by virtue of
the Merger and without any action on the part of the holder thereof, shall
be converted into one share of Super Rite Common Stock.

Section 6. No Right to Dissent. Pursuant to DGCL Section 262(b),
holders of Super Rite Common Stock shall have no right to dissent from the
Merger.

Section 7. No Fractional Shares. Notwithstanding any other term or
provision hereof, no fraction of a share of Richfood Common Stock, and no
certificates or scrip therefor or other evidence of ownership thereof, will
be issued in connection with the conversion of Super Rite Common Stock in
the Merger, and no right to receive cash in lieu thereof shall entitle the
holder thereof to any voting or other rights of a holder of shares or
fractional share interests of Richfood. In lieu of such fractional shares,
any holder of shares who would otherwise be entitled to fractional shares

<PAGE>

of Richfood Common Stock will, upon surrender of his certificate or
certificates representing shares of Super Rite Common Stock outstanding
immediately prior to the Effective Time, be paid the cash value of each
such fraction, computed on the basis of the mean of the high and low sales
prices of Richfood Common Stock as reported on The Nasdaq National Market
on the first full day on which the Richfood Common Stock is traded on The
Nasdaq National Market after the Effective Time.

Section 8. Exchange of Super Rite Certificates.

(a) The exchange agent in connection with the Merger shall be First
Union National Bank of North Carolina (the "Exchange Agent"). From and
after the Effective Time, each holder of a certificate which immediately
prior to the Effective Time represented outstanding shares of Super Rite
Common Stock (the "Certificates") shall be entitled to receive in exchange
therefor, upon surrender thereof to the Exchange Agent, a certificate or
certificates representing the number of whole shares of Richfood Common
Stock into which such holder's shares were converted in the Merger
(together with cash in lieu of fractional shares as provided in Section 7,
above). Immediately prior to the Effective Time, Richfood will deliver to
the Exchange Agent, in trust for the benefit of the holders of Super Rite
Common Stock, shares of Richfood Common Stock (together with cash in
immediately available funds in an amount sufficient to pay cash in lieu of
fractional shares) necessary to make the exchanges contemplated by this
Plan of Merger on a timely basis.

(b) Promptly after the Effective Time, the Exchange Agent shall mail
to each record holder of Super Rite Common Stock, as of the Effective Time,
a letter of transmittal (which shall specify that delivery shall be
effected, and risk of loss and title to Certificates shall pass, only upon
proper delivery of the Certificates to the Exchange Agent) and instructions
for use in effecting the surrender of Certificates in exchange for shares
of Richfood Common Stock. Upon surrender to the Exchange Agent of a
Certificate, together with such letter of transmittal duly executed, and
any other required documents, the holder of such Certificate shall be
entitled to receive in exchange therefor shares of Richfood Common Stock as
set forth in this Plan of Merger (and cash in lieu of fractional shares),
and such Certificate shall forthwith be cancelled. No holder of a
Certificate or Certificates shall be entitled to receive any dividend or
other distribution from Richfood until the surrender of such holder's
Certificate for a certificate or certificates representing shares of
Richfood Common Stock. Upon such surrender, there shall be paid to the
holder the amount of any dividends or other distributions (without
interest) which theretofore became payable, but which were not paid by
reason of the foregoing, with respect to the number of whole shares of
Richfood Common Stock represented by the certificates issued upon
surrender. If delivery of Richfood Common Stock is to be made to a person
other than the person in whose name the Certificate surrendered is
registered, or if any certificate for shares of Richfood Common Stock is to
be issued in a name other than that in which the Certificate surrendered
therefor is registered, it shall be a condition of such delivery or
issuance that the Certificate so surrendered shall be properly endorsed or
otherwise in proper form for transfer and that the person requesting such
delivery or issuance shall pay any transfer or other taxes required by
reason of such delivery or issuance to a person other than the registered
holder of the Certificate surrendered or establish to the satisfaction of
Richfood that such tax has been paid or is not applicable. Until
surrendered in accordance with the provisions of this Section 8, each
Certificate shall represent for all purposes only the right to receive
shares of Richfood Common Stock as provided in Section 5 hereto (and cash
in lieu of fractional shares), without any interest thereon.

(c) After the Effective Time, there shall be no transfers on the
stock transfer books of the Surviving Corporation of the shares of Super
Rite Common Stock that were outstanding immediately prior to the Effective
Time. If, after the Effective Time, Certificates are presented to the
Surviving Corporation for transfer, they shall be cancelled and exchanged

2
<PAGE>

for shares of Richfood Common Stock (and cash in lieu of fractional shares)
as provided in this Plan of Merger in accordance with the procedures set
forth in this Section 8.

(d) Any shares of Richfood Common Stock (and any accrued dividends
and distributions thereon) that remain unclaimed by former holders of Super
Rite Common Stock on the first anniversary of the Effective Time shall be
delivered by the Exchange Agent to Richfood. Any former shareholders of
Super Rite who have not theretofore complied with this Section 8 shall
thereafter look only to Richfood for satisfaction of their claim for the
consideration set forth in this Plan of Merger, without any interest
thereon. Notwithstanding the foregoing, Richfood shall not be liable to
any former holder of shares of Super Rite Common Stock for any shares of
Richfood Common Stock (or dividends or distributions with respect thereto)
delivered to a public official pursuant to any applicable abandoned
property, escheat or similar law.

Section 9. Termination. Prior to the Effective Time, this Plan of
Merger shall terminate and be abandoned upon a termination of the
Agreement, notwithstanding approval of this Plan of Merger by the
shareholders of Super Rite and SR Acquisition.

Section 10. Conditions to the Merger. Consummation of the Merger is
subject to the following conditions precedent:

(i) this Plan of Merger shall have been approved by the
affirmative vote of the shareholders of Super Rite and SR Acquisition
by the requisite vote in accordance with applicable law; and

(ii) the satisfaction or waiver, if permissible, of the other
conditions precedent described in the Agreement.

Section 11. Amendment. At any time before the Effective Time, this
Plan of Merger may be amended, provided that: (i) any such amendment is
approved by the Boards of Directors of Super Rite and SR Acquisition; and
(ii) no such amendment made subsequent to the submission of this Plan of
Merger to the shareholders of Super Rite and SR Acquisition shall have any
of the effects specified in DGCL Section 251(d) without the approval of the
shareholders affected thereby.

3
<PAGE>

[Wheat First Butcher Singer letterhead]

September 7, 1995

CONFIDENTIAL

The Board of Directors
Richfood Holdings, Inc.
2000 Richfood Road
Post Office Box 26967
Richmond, Virginia 23261-6967

Members of the Board:

It is our understanding that Richfood Holdings, Inc. ("Richfood") and Super Rite
Corporation ("Super Rite") have entered into an agreement and plan of
reorganization (the "Agreement") pursuant to which SR Acquisition, Inc., a
wholly-owned subsidiary of Richfood, will be merged with and into Super Rite
with Super Rite being the surviving entity and becoming a wholly-owned
subsidiary of Richfood (the "Merger"). In the Merger, each outstanding share of
the common stock, no par value, $.01 stated value per share, of Super Rite
("Super Rite Common Stock") will be converted into and become 1.0205 shares of
the common stock, without par value of Richfood ("Richfood Common Stock"). The
exchange ratio of 1.0205 shares of Richfood Common Stock for each share of Super
Rite Common Stock is referred to herein as the "Exchange Ratio".

Wheat, First Securities, Inc. ("Wheat"), as part of its investment banking
business, is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, competitive biddings, secondary distributions of listed and
unlisted securities, private placements and valuations for estate, corporate and
other purposes. In the ordinary course of our business as a broker-dealer, we
may, from time to time, have a long or short position in, and buy or sell, debt
or equity securities of Richfood or Super Rite for our own account or for the
accounts of our customers. In the past, Wheat and its affiliates have provided
financial advisory and other investment banking services to Richfood and have
received customary compensation for the rendering of these services. Wheat will
also receive a fee from Richfood for rendering this opinion.

On June 26, 1995 we delivered our opinion (the "June Opinion") to you that as of
such date, and based upon the assumptions made and matters considered as set
forth in such opinion, the Exchange Ratio was fair, from a financial point of
view, to Richfood and its shareholders. You have asked us to confirm such
opinion as of the date hereof.

In arriving at the June Opinion, we, among other things:

(1) reviewed the financial and other information contained in Super Rite's
Annual Reports to Shareholders and Annual Reports on Form 10-K for the
fiscal years ended March 4, 1995, February 26, 1994, and February 27, 1993,
and certain interim reports to Shareholders and Quarterly Reports on Form
10-Q;

(2) reviewed the financial and other information contained in Richfood's Annual
Reports to Shareholders and Annual Reports on Form 10-K for the fiscal
years ended April 30, 1994 and May 1, 1993, and certain interim reports to
Shareholders and Quarterly Reports on Form 10-Q;

(3) reviewed the audited consolidated balance sheet of Richfood as of April 29,
1995, and the audited consolidated statement of earnings, stockholders'
equity, and cash flows for the fiscal year then ended, together with the
notes thereto, furnished by Richfood to Super Rite pursuant to the
Agreement;

(4) conducted discussions with members of senior management of Super Rite and
Richfood concerning their respective businesses and prospects;

(5) reviewed certain publicly available information with respect to historical
market prices and trading activity for Super Rite Common Stock and Richfood
Common Stock and for certain publicly traded companies which we deemed
relevant;

(6) compared the results of operations of Super Rite and Richfood with those of
certain publicly traded companies which we deemed relevant;

(7) compared the proposed financial terms of the Merger with the financial
terms of certain other mergers and acquisitions which we deemed to be
relevant;

(8) reviewed other financial information concerning the businesses and
operations of Super Rite and Richfood, including certain internal financial
analyses and forecasts for Super Rite and Richfood prepared by the senior
management of each entity, as well as certain pro forma financial
projections and synergy data for the combined company prepared by the
senior management of Richfood;

(9) reviewed the Agreement dated as of June 26, 1995; and

(10) reviewed such other financial studies and analyses and performed such other
investigations and took into account such other matters as we deemed
necessary.

In confirming our opinion as of the date hereof, we have reviewed the financial
and other information contained in Richfood's Annual Report to Shareholders and
Annual Report on Form 10-K for the fiscal year ended April 29, 1995, and
Quarterly Report on Form 10-Q for the fiscal quarter ended July 22, 1995, Super
Rite's Quarterly Report to Shareholders and Quarterly Report on Form 10-Q for
the fiscal quarter ended June 3, 1995, and the Joint Proxy Statement/Prospectus
dated September 7, 1995. We have also reviewed the assumptions which we
utilized in connection with the analyses performed in arriving at our June
Opinion with the managements of Richfood and Super Rite.

In rendering our opinion, we have assumed and relied upon the accuracy and
completeness of all information supplied or otherwise made available to us by
Richfood and Super Rite, and we have not assumed any responsibility for
independent verification of such information or any independent valuation or
appraisal of any of the assets of Richfood or Super Rite. We have relied upon
the management of Richfood and Super Rite as to the reasonableness and
achievability of their financial and operational forecasts and projections, and
the assumptions and bases therefor, provided to us, and we have assumed that
such forecasts and projections reflect the best currently available estimates
and judgments of such management and that such forecasts and projections will be
realized in the amounts and in the time periods currently estimated by such
management. Our opinion is necessarily based upon market, economic and other
conditions as they exist and can be evaluated on the date hereof and the
information made available to us through the date hereof. In addition, in
rendering our opinion you have not requested us to, and we did not, participate
in the negotiations regarding the terms of the Agreement. Our opinion, in any
event, is directed only to the fairness, from a financial point of view, of the
Exchange Ratio and does not constitute a recommendation to any shareholder as to
how such shareholder should vote with respect to the Merger. Our opinion does
not address the relative merits of the Merger as compared to any alternative
business strategies that might exist for Richfood, nor does it address the
effect of any other business combination in which Richfood might engage.

This opinion may not be summarized, excerpted from or otherwise publicly
referred to without our prior written consent.

On the basis of, and subject to the foregoing, we are of the opinion that as of
the date hereof the Exchange Ratio is fair, from a financial point of view, to
Richfood and to its shareholders.

Very truly yours,

WHEAT, FIRST SECURITIES, INC.

By: Bruce B. Durkee
Managing Director

<PAGE>

[Donaldson, Lufkin & Jenrette Securities Corporation letterhead]

September 7, 1995

Board of Directors
Super Rite Corporation
P.O. Box 2261
Harrisburg, PA 17105

Dear Sirs:

You have requested our opinion as to the fairness, from a financial
point of view, to the holders of common stock of Super Rite Corporation
(the "Company") of the Exchange Ratio (as hereinafter defined) for the
exchange of common shares in the merger of the Company with and into
Richfood Holdings, Inc. ("Richfood") pursuant to the Agreement and Plan of
Reorganization, dated as of June 26, 1995, between Richfood and the Company
(the "Agreement").

Pursuant to the Agreement, the terms of which are more fully described
in the Joint Proxy Statement Prospectus described below to be furnished to
the shareholders of the Company, each outstanding share of common stock of
the Company will be converted into the right to receive 1.0205 shares of
common stock, without par value, of Richfood.

In arriving at our opinion, we have reviewed the Agreement, the Joint
Proxy Statement Prospectus included in the Registration Statement of
Richfood and the Company and financial and other information that was
publicly available or furnished to us by the Company and Richfood,
including information provided during discussions with their respective
managements, consolidated financial statements and other information of the
Company and Richfood. In addition, we (i) reviewed prices paid in certain
other selected business combinations in both the wholesale food
distribution and retail grocery industries, as well as premiums paid in
certain other selected business combinations; (ii) reviewed the historical
stock prices and trading volumes of the common stock of the Company and
Richfood; (iii) analyzed the pro forma financial impact of the transaction
on Richfood, both with and without synergies; and (iv) compared the
relative contribution to the combined company of both the Company's and
Richfood's revenues, earnings before interest, taxes, depreciation and
amortization, earnings before interest and taxes, net income, book value
and other measures, with the relative ownership of the combined company
upon giving effect to the transactions. We also discussed the past and
current operations, financial condition and prospectus of the Company and
Richfood with the respective managements of each company and conducted such
other financial studies, analyses and investigations as we deemed
appropriate for purposes of this opinion. We were not requested to, nor
did we, solicit the interest of any other party in acquiring the Company.

In rendering our opinion, we have relied upon and assumed, without
independent verification, the accuracy, completeness and fairness of all of
the financial and other information that was available to us from public
sources, that was provided to us by the Company and Richfood or other
respective representatives, or that was otherwise reviewed by us. With
respect to the financial projections supplied to us, we have assumed that
they have been reasonably prepared on the basis reflecting the best
currently available estimates and judgments of the respective managements
of the Company and Richfood as to the future operating and financial
performance of the Company and Richfood. We did not assume any
responsibility for making any independent evaluation of the Company's
assets or liabilities nor did we assume any responsibility for verifying
any of the information reviewed by us. We have relied as to all legal
matters on advice of counsel to the Company. We also assumed, with your
consent, that the consummation of the transaction contemplated by the
Agreement would be recorded as a pooling-of-interests under generally
accepted accounting principles.

Our opinion is necessarily based on economic, market, financial and
other conditions as they exist on, and on the information made available to
us as of, the date of this letter. It should be understood that, although
subsequent developments may affect this opinion, we do not have any
obligation to update, revise or reaffirm this opinion. We are expressing
no opinion herein as to the prices at which Richfood's common stock will
actually trade at any time. Our opinion does not constitute a
recommendation to any shareholder as to how such shareholder should vote on
the proposed transaction.

Donaldson, Lufkin & Jenrette Securities Corporation, as part of its
investment banking services, is regularly engaged in the valuation of
businesses and securities in connection with mergers, acquisitions,
underwritings, sales and distributions of listed and unlisted securities,
private placements and valuations for estate, corporate and other purposes.
On September 12, 1991, DLJ participated as a managing underwriter in public
offerings of the common stock of the Company and received usual and
customary underwriter's compensation.

Based upon the foregoing and such other factors as we deem relevant,
we are of the opinion that the Exchange Ratio is fair, from a financial
point of view, to the holders of common stock of the Company.

Very truly yours,

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By ________________________

Jason Ackerman
Vice President

<PAGE>

SUPER RITE FOODS

EMPLOYEE INVESTMENT

OPPORTUNITY PLAN

<PAGE>

THE FOLLOWING PLAN DOCUMENT IS PROVIDED AS AN APPENDIX PURSUANT TO THE
INSTRUCTIONS TO ITEM 10 OF SCHEDULE 14A AND WILL NOT BE INCLUDED AS PART OF THE
JOINT PROXY STATEMENT/PROSPECTUS.

ARTICLE I

INTRODUCTION

SUPER RITE FOODS
EMPLOYEE INVESTMENT
OPPORTUNITY PLAN

AGREEMENT, executed this 28 day of December, 1994 by and between SUPER RITE
FOODS, INC., hereinafter referred to as the "Employer", and William K.
Schantzenbach and John J. Harrison, hereinafter collectively referred to as
the "Trustee" of the Trust created by this Agreement.

WHEREAS, the Trustee is willing to act as a trustee for the assets of said
Plan; and

WHEREAS, effective April 1, 1985, Super Rite Foods, Inc. (the "Employer")
established the Super Rite Foods Employee Investment Opportunity Plan (the
"Plan"), for the benefit of its Employees and their Beneficiaries; and

WHEREAS, such Plan was subsequently amended, and

WHEREAS, under the terms of the Plan, the Employer has the authority to
amend the Plan.

NOW THEREFORE, effective April 1, 1989, the Employer adopts the attached
restated 401(k) Profit Sharing Plan for its Employees. The terms of this
restated Plan will apply to active Employees on and after April 1, 1989,
and will not apply to Employees who retired under the Plan or terminated
employment prior to April 1, 1989. The Employer agrees to make the
contributions required by the Plan for as long as the Plan remains in
effect.

IN WITNESS WHEREOF, this Plan has been executed on the 28 day of December,
1994.

SUPER RITE FOODS, INC.

/s/ Pamela A. Barrish /s/ William Schantzentach
WITNESS TITLE: Vice President - Finance and Chief
Financial Officer

/s/ Pamela A. Barrish /s/ William Schantzentach
WITNESS TRUSTEE

/s/ Pamela A. Barrish /s/ John J. Harrison
WITNESS TRUSTEE

ARTICLE II

DEFINITIONS

Whenever used in this Plan, the following terms will have the meanings
hereinafter set forth:

2.1 "Account" means the account established by the Funding Agent for each
Participant with respect to his total interest in the Plan resulting
from:

(i) The Participant's Salary-Reduction Contributions;

(ii) The Employer's Discretionary Contributions;

(iii) The Employer's Matching Contributions;

(iv) The Participant's Voluntary Contributions;

(v) The Employer's PAYSOP Contributions;

(vi) The Participant's Rollover Contributions;

(vii) Forfeitures;

(viii) The Employer's Qualified Matching Contributions, if any;
(ix) The Employer's Qualified Non-Elective Contributions, if any.

Such contributions are described in detail in Article V of this Plan.

A Participant's Account may be subject to charges as described in the
Contract or Contracts between the Employer and the Funding Agent, and
any expenses involved in administering the Plan. Any charges which
would otherwise be made against a Participant's Account in accordance
with the Contracts and/or the Plan may instead be paid by the
Employer.

2.2 "Act" means the Employee Retirement Income Security Act of 1974, as
it may be amended from time to time.

2.3 "Administrator" means the person or committee designated to
administer the Plan.

2.4 "Affiliate" means the Employer and any corporation which is or was a
member of a "controlled group of corporations" (as defined in Code
section 414(b)) which includes the Employer, any trade or business
whether or not incorporated which is under "common control" (as that
term is defined under Code section 414(c)) with the Employer, any
organization (whether or not incorporated) which is a member of an
"affiliated service group" (as defined in Code section 414(m)) which
includes the Employer, and any other entity required to be aggregated
with the Employer under Code section 414(o) and the Regulations
issued thereunder.

2.5 "Annuity Starting Date" means the first day of the first period for
which an amount is payable as an annuity, or, in the case of a
benefit not payable in the form of annuity, the first day on which
all events have occurred which entitles the Participant to such
benefit.

2.6 An "Approved Absence," for purposes of this Plan, will be considered
service with the Employer except that no contributions will be made
on behalf of the Employee while so absent unless he receives
Compensation from the Employer during such absence. An Approved
Absence will be granted for such purposes as education, vacation,
illness, maternity or paternity reasons or military service in the
Armed Forces of the United States. In addition, an Approved Absence
may be granted by the Employer for other reasons under rules
uniformly applicable to all Employees similarly situated. An
Approved Absence will not, in the case of an Employee in military
service of the Armed Forces of the United States, exceed that period
during which his reemployment rights are protected by law. If an
Employee does not return to employment with the Employer immediately
following an Approved Absence, he will be considered terminated on
the day following such absence.

2.7 "Beneficiary" means the Participant's Eligible Spouse. If the
Participant makes a Qualified Election, then the Beneficiary means
the person or entity to whom a deceased Participant's Account is
payable as designated by the Participant.

2.8 "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.

2.9 "Compensation" means, with respect to any Participant, total
compensation paid to the Participant for the Plan Year to the extent
such amounts are includible in the Participant's gross income for
federal income tax purposes and any elective deferrals with respect
to employment with the Employer: (i) under a qualified cash or
deferred arrangement described in Code section 401(k); (ii) to a plan
qualified under Code section 125; (iii) to a tax-sheltered annuity
described in Code section 403(b); or (iv) to a plan qualified under
Code section 402(b). Compensation shall not include: Any amounts
paid by reason of services performed (i) after the date a Participant
ceases to be a Participant in the Plan, (ii) prior to the date an
Employee becomes a Participant under the Plan; (iii) Any nontaxable
fringe benefits provided by the Employer; and (iv) Any amounts
contributed by the Employer other than elective deferrals, referred
to in this Plan as Salary-Reduction Contributions, for or on account
of its Employees, under this Plan or under any other employee benefit
plan qualified under the provisions of Code section 401(a).

In addition, each Participant may elect to defer and have allocated
for a Plan Year all or a portion of any cash bonus attributable to
services performed by the Participant for the Employer during such
Plan Year and which would have been received by the Participant on or
before two and one-half months following the end of the Plan Year but
for the deferral. A deferral election may not be made with respect
to cash bonuses which are currently available on or before the date
the Participant executed such election.

Notwithstanding the foregoing, cash bonuses attributable to services
performed by the Participant during a Plan Year but which are to be
paid to the Participant later than two and one-half months after the
close of such Plan Year will be subjected to whatever deferral
election is in effect at the time such cash bonus would have
otherwise been received.

The amount by which Compensation and/or cash bonuses are reduced will
be that Participant's Deferred Compensation and be treated as a
Salary Reduction Contribution and allocated to that Participant's
Account.

For Plan Years after December 31, 1988, Compensation in excess of
$200,000 will be disregarded. Such amount will be adjusted at the
same time and in such manner as permitted under Code section 415(d).
In applying this limitation, the family group of a Highly Compensated
Participant who is subject to the Family Member aggregation rules of
Code section 414(q)(6) because such Participant is either a "five
percent owner" of the Employer or one of ten (10) Highly Compensated
Employees, will be treated as a single Participant, except that for
this purpose Family Members will include only the affected
Participant's spouse and any lineal descendants who have not attained
age nineteen (19) before the close of the year.

If, as a result of the application of such rules the adjusted
$200,000 limitation is exceeded, then the limitation will be prorated
among the affected Family Members in proportion to each such Family
Member's Compensation prior to the application of this limitation.

2.10 "Contract" means a group annuity contract or contracts issued to the
Employer by the Funding Agent.

2.11 "Disability Retirement Date" means, with respect to any Participant,
the first day of the month coinciding with or next following such
Participant's retirement irrespective of his age. A Participant will
be considered disabled for purposes of the Plan if, on account of
total and permanent physical or mental disability, he no longer is
capable of performing the duties of his regular occupation as
certified by a qualified physician selected by the Plan
Administrator. The determination will be applied uniformly to all
Participants.

2.12 "Distribution Date" means, subject to the terms of the Plan, the
first day of the month coinciding with or next following a
Participant's Normal, Disability or Postponed Retirement Date, but
not beyond his Required Beginning Date as in this Plan.

2.13 "Early Retirement Date." This Plan does not provide for a retirement
date prior to Normal Retirement Date.

2.14 "Effective Date" means April l, 1985.

2.15 "Eligible Employee" means an Employee of the Employer who satisfies
the eligibility requirements under the Plan.

2.16 "Eligible Spouse" means, with respect to any Participant, the spouse
who is married to the Participant on his Distribution Date or on the
date of his death, whichever comes first.

2.17 "Employee" means any person who is employed by the Employer, but
excludes any person whose employment is governed by the terms of a
collective bargaining agreement between Employee representatives
(within the meaning of Code Section 7701(a)(46)) and the Employer
under which retirement benefits were the subject of good faith
bargaining between the parties, unless such agreement expressly
provides for such coverage in this Plan. Employee will include
leased employees within the meaning of Code sections 414(n)(2) and
414(O)(2).

2.18 "Employer" means Super Rite Foods, Inc. and any predecessor and/or
successor thereto.

2.19 "Family Member" will mean an Employee who is, on any one day of the
year, a spouse or lineal descendent who has not attained age nineteen
(19) before the last day of the year, or an individual who during the
year was (i) an active or former Employee and a five percent (5%)
owner within the meaning of Code section 414(q)(3) and the
regulations thereunder, or (ii) one of the ten (10) most highly-paid
Highly Compensated Employees; provided, however, that any
compensation paid to such spouse or lineal descendant will be treated
as if it were paid to the individual described in (i) or (ii) above.

2.20 "Fiscal Year" means the fiscal period or fiscal year used by the
Employer for Federal income tax purposes.

2.21 "Funding Agent" means any legal reserve life insurance company or
trustee selected by the Employer to receive the Plan contributions
and to pay the benefits under and in accordance with the terms of the
Plan.

2.22 An "Hour of Service" means:

(1) each hour for which the Employee is directly or indirectly
paid, or entitled to payment, by the Employer or an Affiliate
for the performance of duties (these hours will be credited
to him for the period or periods in which the duties are
performed), and

(2) each hour for which an Employee is on an Approved Absence and
for which he is directly or indirectly paid by the Employer
or an Affiliate (However, no more than 501 hours will be
credited for each single continuous period of an absence.
These hours will be credited to him for the period or periods
during which he is so absent.), and

(3) each hour for which back pay as an Employee, irrespective of
mitigation of damages, has been either awarded or agreed to
by the Employer or Affiliate (these hours will be credited to
him for the period or periods in which the award, agreement
or payment was made).

A given hour will be credited to an Employee only under one of the
above items. Hours of Service will be computed in accordance with
the Department of Labor Regulations Section 2530.200b-2(b) and (c).

In lieu of determining Hours of Service on the basis of actual hours
for which an Employee is paid or entitled to payment, the Plan
Administrator may, in accordance with a uniform nondiscriminatory
policy, elect to credit Hours of Service using one of the following
methods:

(a) Count actual Hours of Service for which an Employee is paid
or entitled to payment.

(b) Count 190 Hours of Service for each month in which an
Employee is paid or entitled to Payment for at least one Hour
of Service.

(c) Count 95 Hours of Service for each semi-monthly period in
which an Employee is paid or entitled to payment for at least
one Hour of Service.

(d) Count 45 Hours of Service for each week in which an Employee
is paid or entitled to payment for at least one Hour of
Service.

(e) Count 10 Hours of Service for each day in which an Employee
is paid or entitled to payment for at least one Hour of
Service.

2.23 "Investment Manager" means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets, and (b) acknowledges
fiduciary responsibility to the Plan in writing. Such entity must be
a person, firm, or corporation registered as an investment adviser
under the Investment Advisers Act of 1940, a bank, or an insurance
company.

2.24 "Leased Employee" means any person (other than Employee of the
recipient) who pursuant to an agreement between the recipient and any
other person ("leasing organization") has performed services for the
recipient (or for the recipient and related persons determined in
accordance with Code section 414(n)(6)) on a substantially full time
basis for a period of at least one year, and such services are of a
type historically performed by employees in the business field of the
recipient employer. Contributions or benefits provided a leased
employee by the leasing organization which are attributable to
services performed for the recipient employer will be treated as
provided by the recipient employer.

A Leased Employee will not be considered an Employee of the recipient
if: (i) such employee is covered by a money purchase pension plan
providing: (1) a nonintegrated employer contribution rate of at least
10 percent of compensation, as defined in Code section 415(c)(3), but
including amounts contributed pursuant to a salary reduction
agreement which are excludible from the employee's gross income under
Code section 125, 402(a)(8), 402(h) or 403(b), (2) immediate
participation, and (3) full and immediate vesting; and (ii) Leased
Employees do not constitute more than 20 percent of the recipient's
nonhighly compensated workforce.

2.25 "Named Fiduciary" means the person or committee designated to manage
and control the assets of the Plan.

2.26 "Normal Retirement Date" means the first day of the month coinciding
with or immediately following the Participant's attainment of age 65.

2.27 A "One-Year Break in Service" means a twelve consecutive month period
beginning on the date an Employee first completes an Hour of Service
or anniversary thereof in which the Employee does not complete more
than 500 Hours of Service.

Solely for purposes of determining whether a One-Year Break in
Service has occurred in a computation period, an Employee who is
granted an Approved Absence for maternity or paternity reasons will
receive credit for the Hours of Service which would otherwise have
been credited to such Employee. However, no more than 501 Hours of
Service will be credited under this paragraph for a single
computation period. For purposes of this paragraph, an absence from
work for maternity or paternity reasons means an absence (1) by
reason of the Employee's pregnancy, (2) by reasons of the birth of a
child of the Employee, (3) by reason of the placement of a child with
the Employee, or (4) for purposes of caring for such child for a
period beginning immediately following such birth or placement. The
Hours of Service credited under this paragraph will be credited in
the computation period in which the absence begins if the crediting
is necessary to prevent a One-Year Break in Service in that period,
or in all other cases, in the following computation period.

2.28 "Participant" means any Eligible Employee who on or after the
Effective Date meets the eligibility requirements set forth in this
Plan.

2.29 "Plan" means the Super Rite Foods Employee Investment Opportunity
Plan. The Plan is intended to be a profit sharing plan within the
meaning of Regulation 1.401(k)-1(a)(1).

2.30 "Plan Restatement Date" means July 1, 1991. The Plan is intended to
be a profit sharing plan within the meaning of Regulation 1.401(k)-
1(a)(1).

2.31 "Plan Year" means the period from January 1 through December 31, and
each twelve-month period commencing on January 1.

2.32 "Postponed Retirement Date" means the date a Participant who
continues in employment beyond his Normal Retirement Date actually
retires but not beyond his Required Beginning Date.

2.33 "Qualified Matching Contributions" means the Employer's matching
contributions made pursuant to this Plan which are used to satisfy
either the Actual Deferral Percentage Test or the Actual Contribution
Percentage Test.

Such contributions are non-forfeitable when made, and may not be
distributed to the Participant earlier than separation from service,
death, disability, Financial Hardship, or the attainment of age 59
1/2.

For Plan Years beginning after December 31, 1988, such contributions,
and any interest income or earnings thereon, will no longer be
eligible for distribution as a result of a proven Financial Hardship.

2.34 "Qualified Non-Elective Contributions" means the Employer's
contributions made pursuant to this Plan which are used to either
satisfy the Actual Deferral Percentage Test or the Actual
Contribution Percentage Test.

Such contributions are non-forfeitable when made and may not be
distributed to the Participant earlier than separation from service,
death, disability, Financial Hardship, or the attainment of age 59-
1/2.

2.35 "Reemployment Commencement Date" means the date an individual is
first credited with an Hour of Service for performing duties for the
Employer upon reemployment.

2.36 "Regulations" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time
to time.

2.37 "Taxable Year" means the annual period used by a Participant for
Federal income tax purposes.

2.38 "Top Heavy" related definitions are set forth in Article XI (Rules
for Top-Heavy Plans).

2.39 "Trustee" means the bank, organization, individual or individuals,
designated by the Employer to administer the Trust under the Plan.

2.40 "Trust Fund" means the assets of the Plan and Trust as they shall
exist from time to time.

2.41 "Year of Service" means a 12-consecutive-month period beginning on
the date an Employee first completes an Hour of Service or an
anniversary thereof during which he completes at least 1,000 Hours of
Service.

For purposes of eligibility for participation, the initial
computation period will begin with the date on which the Employee
first performs an Hour of Service. The participation computation
period beginning after a 1-Year Break in Service will be measured
from the date on which an Employee again performs an Hour of Service.
After the initial computation period, the participation computation
period will shift to the current Plan Year which includes the
anniversary of the date on which the Employee first performed an Hour
of Service. Except, however, for the initial Plan Year, the 1,000
hour service requirement set forth above will be disregarded for the
Employee's eligibility computation period.

Years of Service with any corporation, trade or business which is a
member of a controlled group of corporations or under common control
(as defined by Section 1563(a) and Section 414(c) of the Code, or is
a member of an affiliated service group (as defined by Section 414(m)
of the Code) will be recognized.

ADMINISTRATION

3.1 Named Fiduciary

The Employer will be the Named Fiduciary of the Plan and will have
the authority to control and manage the operation and administration
of the Plan. However, the Employer will not have any authority over
the management, control or investment of any assets that are placed
in the control of the Funding Agent.

The Named Fiduciary will discharge his duties under the Plan solely
in the interests of the Participants and their Beneficiaries and for
the exclusive purpose of providing benefits to Participants and their
Beneficiaries and defraying reasonable expenses of administering the
Plan. The Named Fiduciary will act with the care, skill, prudence
and diligence under the circumstances that a prudent man acting in a
like capacity and familiar with such matters would use in the conduct
of an enterprise of a like character and with like aims.

The Named Fiduciary will have all the powers necessary or appropriate
to accomplish his duties under the plan. Without limiting the
generality of the foregoing, the Named Fiduciary will have the
following powers and duties:

(a) to allocate and delegate by written instrument, its fiduciary
responsibilities to designated persons in accordance with
section 405 of the Act, provided however, that any such
allocation or delegation will be terminable on such notice as
the Named Fiduciary deems reasonable and prudent under the
circumstances and the Named Fiduciary will not be liable for
any act or omission of a person so designated;

(b) to appoint or delegate such authority to the Trustee to
appoint one or more Investment Managers (as defined in
section 3(38) of the Act) to manage (including the power to
acquire and dispose of) any assets of the Plan;

(c) to determine the size and type of any Contract to be issued
by the Funding Agent and to designate the Funding Agent from
which such Contract will be obtained;

(d) to direct the Trustee to enter into one or more Contracts
with the Funding Agent under which the Funding Agent
establishes and makes available separate investment funds to
which Participants may direct the investment of their
Accounts. Any such Contract(s) may provide for the
contributions thereunder to be held in the Funding Agent's
general account or one or more of its commingled separate
accounts; and

(e) to review periodically the performance of the Funding Agent
for the purpose of determining whether it is prudent to
retain the Funding Agent.

(f) to appoint or remove a Trustee or Trustees from time to time
as it deems necessary for the proper administration of the
Plan to assure that the Plan is being operated for the
exclusive benefit of the Participants end their
Beneficiaries.

The Named Fiduciary may serve in more than one capacity with respect
to the Plan (including service both as a fiduciary and
administrator).

3.2 Administrator

The Employer will be the Administrator of the Plan. However, the
Employer may appoint one or more persons to carry out the duties it
would otherwise perform as Administrator. Any person, including an
Employee of the Employer, may serve as Administrator. Any person or
persons so appointed will indicate acceptance of such appointment, in
writing, to the Employer. An Administrator may resign by delivery of
written notice to the Employer or may be removed by the Employer by
delivery of written notice to such Administrator. Such written
notice will specify the date of resignation or removal.

The Administrator will ensure that the Plan is operated in accordance
with the terms of the Plan, the Code and the Act.

The Administrator will have all the powers necessary or appropriate
to accomplish his duties under the Plan. Without limiting the
generality of the foregoing, the Plan Administrator will have the
following powers and duties:

(a) to make and enforce such rules and regulations as it deems
necessary or proper for the efficient administration of the
Plan or required to comply with applicable law;

(b) to interpret the Plan with the fullest discretion permitted
by law, its good faith interpretation thereof to be final,
conclusive and binding on any Employee, former Employee,
Participant, former Participant and Beneficiary;

(d) to compute the amounts to be distributed to any Participant,
former Participant or Beneficiary in accordance with the
provisions of the Plan, and to determine the person or
persons to whom such amounts will be distributed;

(e) to authorize the payment of distributions;

(f) to keep such records end submit such filings, elections,
applications, returns or other documents or forms as may be
required under the Code and applicable Regulations, or under
other Federal, State, or local law and regulations; and

(g) to appoint such agents, counsel, accountants and consultants
as may be required to assist in administering the Plan.

The Administrator may delegate to one or more persons the authority
and responsibility with respect to the day-to-day operation of the
plan.

3.3 Funding Agent

The Employer will have the power to appoint and remove the Funding
Agent. The Funding Agent will have the authority and discretion to
manage, control and invest (to the extent not directed by the
Participants) the assets of the Plan placed in its control. The
determination of any transfers or payments to be made by the Funding
Agent will be made in accordance with the terms of the Plan and any
Contract or Contracts between the Trustee and the Funding Agent.

3.4 Funding Policy

The funding policy of the Plan is to make contributions in accordance
with the Plan.

3.5 Claims and Review Procedures

(a) Claims Procedures: If any person believes he is being denied
any rights or benefits under the Plan, such person may file a
claim in writing with the Administrator. If any such claim
is wholly or partially denied, the Administrator will notify
such person of its decision in writing. Such notification
will contain: (1) specific reasons for the denial, (2)
specific reference to pertinent Plan provisions, (3) a
description of any additional material or information
necessary for such person to perfect such claim and an
explanation of why such material or information is necessary,
and (4) information as to the steps to be taken if the person
wishes to submit a request for review.

Such notification will be given within 90 days after the
claim is received by the Administrator (or within 180 days,
if special circumstances require an extension of time for
processing the claim, and if written notice of such extension
and circumstances is given to such person within the initial
90 day period). If such notification is not given within
such period, the claim will be considered denied as of the
last day of such period and such person may request a review
of his claim.

(b) Review Procedures: Within 60 days after the date on which a
person receives written notice of a denial (or, if
applicable, within 60 days after the date on which such
denial is considered to have occurred) such person (or his or
her duly authorized representative) may: (1) file a written
request with the Administrator for a review of the denied
claim and of pertinent documents, and (2) submit written
issues and comments to the Administrator.

The Administrator will notify such person of its decision in writing.
Such notification will be written in a manner calculated to be
understood by such person and will contain specific reasons for the
decision as well as specific references to pertinent Plan provisions.
The decision on review will be made within 60 days after the request
for review is received by the Administrator (or within 120 days, if
special circumstances require an extension of time for processing the
request, such as an election by the Administrator to hold a hearing,
and if written notice of such extension and circumstances is given to
such person within the initial 60 day period). If the decision on
review is not made within such period, the claim will be considered
denied.

The decision of the Administrator on review will be final and binding
on all parties to the extent it is made in good faith and is
reasonable and not arbitrary or capricious.

ARTICLE IV

PARTICIPATION AND VESTING

4.1 Eligibility for Participation

Any Employee who was a Participant in the Plan prior to the date of
this restatement will remain a Participant under this restated Plan
provided such Employee has completed at least one Hour of Service
after the Restatement Date. Any Employee who terminated his
employment with the Employer or who retired prior to the Restatement
Date will be subject to the terms of the Plan prior to this amendment
and restatement.

Each person who is an Eligible Employee on the Restatement Date of
the Plan may become a Participant on such date. All other persons
may become Participants on the Entry Date which is the first day of
the next following April or October following the later of his
completion of one (1) Year of Service and his attainment of age 21.

An Eligible Employee will become a Participant hereunder by making
application to the Employer for participation in the Plan and
agreeing to the terms hereof.

In the event an Eligible Employee who otherwise qualifies to become a
Participant fails to file such application, the Employer will file
such application on behalf of such Eligible Employee on a
nondiscriminatory basis.

Upon acceptance of any benefits under this Plan, such Eligible
employee will automatically be bound by the terms and conditions of
the Plan and all amendments thereto.

If any Former Participant is reemployed by the Employer before a 1-
Year Break in Service occurs, he will continue to participate in the
Plan in the same manner as if such termination had not occurred.
Salary-Reduction Contributions may recommence on the Reemployment
Commencement Date or on the Entry Date next following the
Participant's Reemployment Commencement Date, in accordance with
uniform rules and procedures established by the Plan Administrator.

A former Participant will become a Participant immediately upon his
return to the employ of the Employer, in accordance with uniform
rules and procedures established by the Plan Administrator, if such
former Participant had a nonforfeitable right to all or a portion of
his Employer Account at the time of his termination.

In the event a Participant becomes ineligible to participate because
he is no longer a member of an eligible class of Employees, but has
not incurred a One-Year Break in Service, such Employee will
participate immediately upon his return to an eligible class of
Employees in accordance with uniform rules and procedures established
by the Plan Administrator. If such Participant incurs a One-Year
Break In Service, his eligibility to participate shall be determined
pursuant to Section 4.3.

In the event an Employee who is not a member of the eligible class of
Employees becomes a member of the eligible class, such employee will
participate immediately, in accordance with uniform rules and
procedures established by the Plan Administrator, if such Employee
has satisfied the minimum age and service requirements and would have
previously become a Participant had he been in the eligible class.

If any reemployed Employee was not a Participant at the time of his
prior termination he will become a Participant at such time as he has
satisfied the minimum age and service requirements, taking into
account his Credited Service at the time of his prior termination, as
well as his Credited Service rendered after his reemployment.

4.2 Vesting

Effective July 1, 1991, the vested portion of the Participant's
Account attributable to Employer Matching Contributions, will be a
percentage of such contributions on the basis of the Participant's
number of Years of Service according to the following schedule:

Years of Service Vesting Percentage

Less than 3 years 0%
3 years or more 100%

If the vesting schedule is amended or if it is deemed to be amended
by an automatic change to or from the Top-Heavy Vesting Schedule,
each Participant with at least three (3) Years of Service with the
Employer may elect, within a reasonable period after the adoption of
the amendment or change, to have the nonforfeitable percentage of his
Account attributable to Employer Contributions computed under the
Plan without regard to such amendment or change. For any Participant
who has not completed at last one (1) Hour of Service in any Plan
Year beginning after December 31, 1988, the preceding sentence will
be applied by substituting three (3) Years of Service with five (5)
Years of Service.

In addition, a Participant will have a 100% vested right to his
Account as of his Normal Retirement Date, Disability Retirement Date
or as of the date of the Participant's death while in the employ of
the Employer.

A Participant will always be 100% vested in the portion of his
Account attributable to his (1) Salary-Reduction Contributions, (2)
Voluntary Contributions, (3) Rollover Contributions, (4) Employer
Discretionary Contributions and (5) Employer PAYSOP contributions.

4.3 Effect of One-Year Break in Service

(a) Effect on Participant's Account

If a Participant incurs a One-Year Break in Service, the part
of his Account for which he is not vested, if any, will be
forfeited when he has incurred five consecutive One-Year
Breaks in Service.

However, if a Participant who terminates employment before
retirement receives a distribution pursuant to the terms of
this Plan, and the distribution is less than the full value
of his Account, the remaining part of his Account will be
forfeited at the time of the distribution. Any such
forfeited amount will be used as specified in this Plan.

If a Participant who received a distribution pursuant to the
terms of this Plan resumes participation under the Plan
before he has incurred five or more consecutive One-Year
Breaks in Service, the part of his Account attributable to
the Employer's Contributions which were forfeited will be
restored only upon repayment of the amount of the
distribution. However, repayment must be made not later than
the earlier of (i) the date five years after resumption of
employment and (ii) the end of the period within which five
One-Year Breaks are incurred following the date of
distribution.

(b) Effect on Vesting Rights

In the case of a Participant who is less than 100% vested and
who has five or more consecutive One-Year Breaks in Service,
all service after such Breaks in Service will be disregarded
for the purpose of vesting in the part of the Participant's
Account derived from the Employer's Contributions that
accrued before such Breaks. Such Participant's pre-Break
service will count in vesting the post-Break part of his
Account derived from the Employer's Contributions only if:

(1) such Participant is vested for a portion of his Account
attributable to the Employer's Contributions and such
vested portion was not forfeited, and

(2) upon returning to service, the number of consecutive
One-Year Breaks is less than the number of his Years of
Service.

In the case of a Participant who is less than 100% vested and
who has less than five consecutive One-Year Breaks in
Service, his pre-Break service will be aggregated with his
post-Break service for purposes of vesting in both the pre-
Break and post-Break portion of his Account attributable to
the Employer's Contributions.

An Employee who did not have a nonforfeitable right to any
part of the amount of his Account derived from the Employer's
Contributions at the time he incurred a One-Year Break in
Service, will be considered a new Employee for eligibility
purposes if he has incurred five consecutive One-Year Breaks
in Service. If such Employee's Years of Service before the
date he incurred a One-Year Break in Service may not be
disregarded pursuant to the preceding sentence, such
Employee's Years of Service will count in determining his
eligibility.

ARTICLE V

CONTRIBUTIONS

5.1 Contributions may be made by or on behalf of a Participant as
follows:

(a) Salary-Reduction Contributions

Each Participant may elect to defer, through periodic payroll
deductions, (a) prior to July 1, 1991, from 1% to 15% and (b)
on and after July 1, 1991, from 3% up to 15% of his
Compensation (subject to the limitations of this Article V)
for the Plan Year and to have this amount contributed under
the Plan. Such deferred amounts are hereinafter referred to
as "Salary-Reduction Contributions." Such Contributions will
be made pursuant to a Salary-Reduction Agreement.

The Employer may, at its discretion, restrict the amount of
Salary-Reduction Contributions made by a Highly-Compensated
Participant in any Plan Year.

A Participant's Salary-Reduction Contributions will not
exceed the dollar limit set forth in Code section 402(g) for
the Taxable Year of the Participant. The dollar limitation
will be adjusted annually as provided in Code section 415(d)
pursuant to Regulations. The adjusted limitation will be
effective as of January 1st of each calendar year.

In the event that such dollar limitation is exceeded, the
excess ("Excess Salary-Reduction Contributions") will be
adjusted, as provided in the following paragraph, and will be
returned to the Participant before the April 15 following the
close of the Participant's Taxable Year. Excess Salary-
Reduction Contributions will not include any amounts properly
distributed as excess Annual Additions.

Excess Salary-Reduction Contributions will be adjusted for
any income or loss up to the end of the Taxable Year. The
income or loss allocable to the Participant's Excess Salary-
Reduction Contributions is equal to the allocable gain or
loss for the Taxable Year. The Employer, with the consent of
the Funding Agent, may also include the allocable gain or
loss for the period between the end of the Taxable Year and
the date of distribution ("gap period").

The Employer may, with the consent of the Funding Agent,
apply any reasonable method for computing the income or
losses allocable to Excess Salary-Reduction Contributions
and, if applicable, the "gap period." Such method will be
applied to all affected Participants in a uniform and
nondiscriminatory basis and such method will be used
consistently for all other corrective distributions required
to be made under the Plan for that Plan Year.

In the event that a Participant is also a participant in (1)
another qualified cash or deferred arrangement, as defined in
Code section 401(k), (2) a simplified employee pension plan
or deferred arrangement described in Code section
402(b)(1)(B), (3) an eligible deferred compensation plan
under Code section 457, (4) a plan described under Code
section 501(c)(18), or (5) a salary reduction arrangement
under Code section 403(b) and the elective deferrals, as
defined in Code section 402(g)(3), made under all such other
arrangements and this Plan cumulatively exceed the dollar
limit set forth in Code section 402(g), as adjusted, such
Participant may notify the Administrator of such excess, in
writing, not later than the March 1 following the close of
his Taxable Year, and request that his Salary-Reduction
Contributions under this Plan be reduced by an amount
specified by the Participant. Such amount will be returned
in the same manner as the Excess Salary-Reduction
Contributions under this Plan are returned, as described in
the preceding paragraph.

Notwithstanding the foregoing, a Participant's Excess Salary-
Reduction Contributions will be reduced, but not below zero,
by any distribution of Excess Contributions for the Plan Year
beginning with or within the Taxable Year of the Participant.

(b) Matching Contributions

Effective on and after July 1, 1991, the Employer will make a
contribution to the Plan for each Participant who has elected
to have Salary-Reduction Contributions made on his behalf
during a Plan year (subject to the limitations of this
Article V). Such contributions will be equal to 35% of the
Participant's Compensation for such Plan Year and will be
referred to as the "Employer's Matching Contributions."

Effective on and after January 1, 1987, the Employer may make
a contribution (subject to the limitations of this Article V)
from Net Profits or from accumulated Net Profits to the Plan
at the end of each Plan Year in an amount, which in the
opinion of the Employer, is appropriate for such Plan Year.
Such contributions will be referred to as the "Employer's
Discretionary Contributions."

(d) Voluntary Contributions

A Participant may elect to make after-tax contributions in
integral percentages of up to 10% of his Compensation for any
Plan Year. Such contributions will be referred to as the
Participant's "Voluntary Contributions." On and after July
1, 1991, Voluntary Contributions will no longer be permitted.

(e) PAYSOP Contributions Contributions

Effective on April 1, 1985, A Payroll Credit Employee Stock
Ownership Plan ("PAYSOP") was established in Article XII of
the previous plan to promote Employees' interest in the
business endeavors of the Employer.

Effective for the Plan Year beginning January 1, 1987,
Article XII, of the previous Plan under which contributions
were made, is no longer operative. Contributions made on
behalf of Participants pursuant to Article XII of the
previous Plan will be referred to as the "Employer's PAYSOP
Contributions."

Wherever the term "Employer Contributions" appears in the Plan, it
will be deemed to include the employer's Matching Contributions and
Discretionary Contributions, unless otherwise indicated.

In no event may the Employer's Contributions, inclusive of Salary-
Reduction Contributions made on the Participants' behalf for any Plan
Year to the Plan exceed the maximum amount of contributions permitted
by law as a tax-deductible expense for such Plan Year under Code
section 404, or any other applicable provisions of the Code.

5.2 Allocation of Employer Contributions and Forfeitures

Participants will be eligible to receive the allocation of the
Employer's Matching and Discretionary Contributions only if such
Participants have completed a Year of Service during such Plan Year
and are actively employed on the last day of such Plan Year.

Notwithstanding the foregoing, Participants who are not actively
employed on the last day of the Plan Year due to Disability, Normal,
or Postponed Retirement or death will be eligible to receive the
Employer's Matching and Discretionary Contributions regardless of the
number of Hours of Service completed during such Plan Year.

Any Forfeitures of Employer Contributions which arise will be used
first to pay all or a part of the expenses of the Plan, and then if
any amount remains, to reduce Employer Contributions to the Plan for
such Plan Year in which the Forfeiture occurred.

Notwithstanding anything to the contrary, for Plan Years beginning
after December 31, 1989, if this is a Plan that would otherwise fail
to meet the requirements of Code sections 401(a)(26), 410(b)(1) or
410(b)(2)(A)(i) and the Regulations thereunder because Employer
Contributions have not been allocated to a sufficient number or
percentage of Participants for a Plan Year, then the following rules
will apply:

(1) The group of Participants eligible to share in the
Employer's Contribution for the Plan Year will be
expanded to include the minimum number of Participants
who would not otherwise be eligible as are necessary to
satisfy the applicable test specified above.

The specific Participants who will become eligible
under the terms of this paragraph will be those who are
actively employed on the last day of the Plan Year and,
when compared to similarly situated Participants, have
completed the greatest number of Hours of Service in
the Plan Year.

(2) If after application of paragraph (1) above, the
applicable test is still not satisfied, then the group
of Participants eligible to share in the Employer's
Contributions for the Plan Year will be further
expanded to include the minimum number of Participants
who are not actively employed on the last day of the
Plan Year as are necessary to satisfy the applicable
test. The specific Participants who will become
eligible to share will be those Participants, when
compared to similarly situated Participants, who have
completed the greatest number of Hours of Service in
the Plan Year before terminating employment.

(3) Nothing in this section will permit the reduction of a
Participant's accrued benefit. Therefore any amounts
that have previously been allocated to Participants may
not be reallocated to satisfy these requirements. In
such event, the Employer will make an additional
contribution equal to the amount such affected
Participants would have received had they been included
in the allocations, even if it exceeds the amount which
would be deductible under Code section 404. Any
adjustment to the allocations pursuant to this
paragraph will be considered a retroactive amendment
adopted by the last day of the Plan Year.

5.3 Rollovers

Effective January 1, 1992, with the consent of the Administrator,
amounts may be transferred from other qualified plans, provided that
the plan from which such funds are transferred permits the transfer
to be made and, in the opinion of legal counsel for the Employer, the
transfer will not jeopardize the tax exempt status of the Plan or
create adverse tax consequences for the Employer.

At the direction of the Administrator, rollovers will be credited to
an Employee's or a Participant's Account held by the Funding Agent
and will be invested in the Investment Subaccounts in the proportions
selected by the Participant or the Employee.

A Participant or an Employee will be 100% vested with respect to any
rollover amounts credited to his Account, and such amounts will not
be subject to forfeiture for any reason.

The term "amounts transferred from other qualified plans" will mean:
(a) amounts transferred to this Plan directly from another qualified
plan; (b) lump sum distributions received by a Participant or an
Employee from another qualified plan which are eligible for tax free
rollover to a qualified plan and which are transferred by the
Participant or the Employee to this Plan within sixty (60) days
following his receipt thereof; (c) amounts transferred to this Plan
from a conduit individual retirement account provided that the
conduit individual retirement account has no assets other than assets
which (1) were previously distributed to the Participant or the
Employee by another qualified corporate or noncorporate plan as a
lump sum distribution, (2) were eligible for tax-free rollover to a
qualified corporate or noncorporate plan and (3) were deposited in
such conduit individual retirement account within sixty (60) days of
receipt thereof, and other than earnings on said assets; and (d)
amounts distributed to the Participant or the Employee from a conduit
individual retirement account meeting the requirements of clause (c)
above, and transferred by the Participant or the Employee to this
Plan within sixty (60) days of his receipt thereof from such conduit
individual retirement account. Prior to accepting any transfers to
which this section applies, the Administrator may require the
Participant or the Employee to establish that the amounts to be
transferred to this Plan meet the requirements of this section and
may also require the Participant or the Employee to provide an
opinion of counsel satisfactory to the Employer that the amounts to
be transferred meet the requirements of this section.

For purposes of this section, the term "qualified plan" will mean any
tax qualified plan under Code section 401(a).

5.4 Time of Payment of Contributions

Salary-Reduction Contributions that have been accumulated through
payroll deductions will be paid to the Funding Agent by the Trustee
as of the earliest date on which such Contributions can reasonably be
segregated from the Employer's general assets, but in any event,
within 90 days from the date on which such amounts would have been
payable to the Participant in cash. The provisions of Department of
Labor Regulation 2510.3-102 are incorporated herein by reference.

All Contributions of the Employer will be paid to the Funding Agent
by the Trustee, and payment will be made not later than the date
prescribed by law by the Trustee for filing the Employer's Federal
income tax return, including extensions that have bean granted for
the filing of such tax return.

5.5 Discontinuance of Salary-Reduction Contributions

Upon advance written notice to the Employer, a Participant may
discontinue all, or a portion, of his Salary-Reduction Contributions
at any time. He may recommence any Salary-Reduction Contributions at
any time.

5.6 Maximum Contributions

(a) Notwithstanding anything in the Plan to the contrary, the
Annual Additions under this Plan for any Participant in any
Limitation Year, when added to the Annual Additions that Year
for such Participant under any other defined contribution
plan maintained by the Employer, will not exceed the lesser
of:

(1) $30,000* or, if greater one-fourth of the dollar
limitation in effect under Code section 415(b)(1)(A) or

(2) 25% of the Participant's "415 Compensation." This
limitation will not apply to any contribution for
medical benefits (within the meaning of Code sections
401(b) or 419A(f)(2)) which is otherwise treated as an
"Annual Addition" hereunder.

*This amount may be adjusted annually as provided in Code
section 415(d) pursuant to Regulations. The adjusted
limitation is effective as of the January 1st of each
calendar year and is applicable to Limitation Years ending
with or within that calendar year.

(b) For purposes of applying the limitations of Code section 415,
"Limitation Year" will mean a calendar year. If a Short
Limitation Year is created because of an amendment changing
the Limitation Year to a different 12 consecutive month
period, the maximum amount of Annual Addition for such Short
Limitation Year will not exceed the dollar amount specified
in Code section 415(b)(1)(A) multiplied by the following
fraction:

Number of Months in Short Limitation Year
12

(c) For purposes of applying the limitations of Code section 415,
"Annual Additions" means the sum credited to a Participant's
Account for any Limitation Year of:

(1) employer contributions;

(2) employee contributions;

(3) forfeitures, if any;

(4) amounts allocated to an individual medical benefit
account as defined in Code section 415(1)(2) which is
part of a pension or annuity plan maintained by the
Employer; and

(5) amounts derived from contributions paid or accrued,
which are attributable to post-retirement medical
benefits allocated to the separate account of a key
employee (as defined in Code section 419A(d)(3)) under
a welfare benefit fund (as defined in Code section
419(a)) maintained by the Employer.

For purposes of applying the limitations of Code section 415,
the transfer of funds from one qualified plan to another is
not an Annual Addition. In addition, if the Plan permits any
of the following payments or contributions, such amounts will
not be treated as employee contributions for purposes of
paragraph (2) of this subsection: (i) rollover contributions;
(ii) repayments of loans made to the Participant from the
Plan; (iii) repayments of distributions received by a
Participant pursuant to Code sections 411(a)(7)(B) or
411(a)(3)(D); (iv) employee contributions to a simplified
employee pension plan excludable from gross income under Code
section 406(k)(6); and (v) excess of a Participant's elective
deferrals, as defined in regulation 1.402(g)-(1)(b) over the
applicable Code section 402(g)(1) limit for the taxable year,
provided that such excess deferral is distributed to the
Participant no later than the first April 15th following the
close of his taxable year.

(d) For purposes of applying the limitations of Code section 415,
"415 Compensation" means the Participant's wages, salaries,
fees for professional services and other amounts for personal
services actually rendered in the course of employment with
an Employer maintaining the Plan (including, but not limited
to, commissions paid to salesmen, compensation for services
on the basis of a percentage of profits, commissions on
insurance premiums, and tips and bonuses).

415 Compensation will exclude (1) contributions made by the
Employer to a plan of deferred compensation to the extent
that the contributions are not includible in the gross income
of the Employee for the taxable year in which contributed;
(2) Employer contributions made on behalf of an Employee to a
simplified employee pension plan described in Code section
408(k) to the extant such contributions are not includible in
the Employee's gross income; (3) amounts realized from the
sale, exchange or other disposition of stock acquired under a
qualified stock option; and (4) other amounts which receive
special tax benefits, such as premiums for group term life
insurance (but only to the extent that the premiums for group
term life insurance are includible in the gross income of the
Employee) or contributions made by the Employer (whether or
not under a salary reduction agreement) toward the purchase
of any annuity contract described in Code section 403(b)
(whether or not the contributions are excludible from the
gross income of the Employee).

(e) If a Participant is also covered under a defined benefit plan
maintained by the Employer in any Limitation Year, in no
event may the sun of his Defined Benefit Plan Fraction
(described in (1) below) and his Defined Contribution Plan
Fraction (described in (2) below) for such Year exceed 1.0.
In the event that the sum of the fractions described in (1)
and (2) below would exceed 1.0 in any Limitation Year, the
benefit under the defined benefit plan will be reduced so
that the sum of the fractions equals 1.0.

For any Limitation Year:

(1) A Participant's Defined Benefit Plan Fraction for such
Year is a fraction, the numerator of which is the
"projected annual benefit" (determined pursuant to
Regulation 1.415-7(b)(3)) of the Participant under all
defined benefit plans maintained by the Employer
(whether or not terminated) as of the end of such Year,
and the denominator of which is the lesser of:

(A) the product of 1.25 and $90,000* or the dollar
limitation in effect for such Year under the Plan,
and

(B) the product of 1.4 and the amount that may be
taken into account under Code section 415(b)(1)(B)
for such Year.

(2) A Participant's Defined Contribution Plan Fraction is a
fraction, the numerator of which is the sum of the
Annual Additions made under all defined contribution
plans maintained by the Employer (whether or not
terminated) for such Participant for all Limitation
Years up to and including the current Limitation Year,
and the denominator of which is, for each Limitation
Year in which the Participant is employed by the
Employer up to and including the current Limitation
year, the lesser of:

(A) the product of 1.25 and $30,000* or the dollar
limitation in effect for such Year under this
Plan, and

(B) the product of 1.4 and the amount that may be
taken into account under Code section 415(c)(1)(B)
for such Year.

*These amounts may be adjusted annually as provided in
Code section 415(d) pursuant to Regulations. The
adjusted limitation is effective as of the January 1st
of each calendar year and is applicable to Limitation
Years ending with that calendar year.

(f) In determining the Defined Benefit Plan Fraction and the
Defined Contribution Plan Fraction, the accrued benefits and
Annual Additions made for the Participant under any plan
maintained by the "Employer" will be considered. For this
purpose, "Employer" means the Employer which maintains this
Plan and any Affiliate.

(g) For purposes of this section, all qualified defined benefit
plans (whether terminated or not) ever maintained by the
Employer will be treated as one defined benefit plan, and all
qualified defined contribution plans (whether terminated or
not) ever maintained by the Employer will be treated as one
defined contribution plan.

(h) As soon as is administratively feasible after the end of the
Limitation Year, the maximum "Annual Additions" under this
Plan and any other defined contribution plan maintained by
the Employer will be determined on the basis of the
Participant's actual 415 Compensation for the Limitation
Year.

(i) If a reasonable error is made in estimating a Participant's
415 Compensation or other facts and circumstances exist to
which Regulation 1.415-6(b)(6) will be applicable, and as a
result, the Annual Additions under this Plan would cause the
maximum Annual Additions to be exceeded for any Participant,
the Administrator will (1) return any nondeductible voluntary
employee contributions, or elective deferrals (within the
meaning of Code section 402(g)(3)) credited for the
Limitation Year to the extent such return would reduce the
Excess Amount in the Participant's Account, (2) hold any
Excess Amount in a Section 415 Suspense Account, (3) use the
Section 415 Suspense Account in the next Limitation Year (and
succeeding Limitation Years if necessary) to reduce Employer
Contributions for that Participant if that Participant is
covered by the Plan as of the end of the Limitation Year or
if the Participant is not so covered, allocate and reallocate
the section 415 Suspense Account in the next Limitation Year
(and succeeding Limitation Years if necessary) to all
Participants in the Plan before any Employer Salary-Reduction
Contributions are made to the Plan for such Limitation Year
and (4) reduce Employee Contributions to the Plan for such
Limitation Year by the amount of the Section 415 Suspense
Account allocated and reallocated during such Limitation
Year.

(j) For purposes of this section, "Excess Amount" for any
Participant for a Limitation Year will mean the excess, if
any, of (1) the Annual Additions which would be credited to
the Participant's Account under the terms of the Plan without
regard to the limitations of Code section 415 over (2) the
maximum Annual Additions determined pursuant to this
section.

(k) "Section 415 Suspense Account" will mean an unallocated
account equal to the sum of Excess Amounts for all
Participants in the Plan during the Limitation Year, reduced
by any returns made in accordance with this section.

(l) The Plan may not distribute Excess Amounts from the Section
415 Suspense Account to Participants or former Participants.

5.7 Actual Deferral Percentage Tests

For the purposes of this section, Compensation has the meaning given
such term by Code section 414(s) and the Regulations issued
thereunder.

(a) For each Plan Year, the annual amount of Salary-Reduction
Contributions made on behalf of a Participant will satisfy
one of the following tests:

(1) The Actual Deferral Percentage for the Highly
Compensated Participant group will not be more than the
Actual Deferral Percentage of the Non-Highly
Compensated Participant group multiplied by 1.25 or

(2) The excess of the Actual Deferral Percentage for the
Highly Compensated Participant group over the Actual
Deferral Percentage for the Non-Highly Compensated
Participant group will not be more than two percentage
points or such lesser amount determined pursuant to
Regulations to prevent the multiple use of this
alternative limitation with respect to any Highly
Compensated Participant. Additionally, the Actual
Deferral percentage for the Highly-Compensated
Participant group will not exceed the Actual Deferral
Percentage for the Non-Highly Compensated Participant
group multiplied by 2.

(b) "Actual Deferral Percentage" for a Plan Year means, with
respect to the Highly Compensated Participant group and Non-
Highly Compensated Participant group, the average of the
ratios, calculated separately for each Participant in such
group, of the amount of Salary-Reduction Contributions made
on behalf of each Participant for such Plan Year to such
Participant's Compensation for such Plan Year. Such ratios
will be calculated to the nearest one-hundredth of one
percent. Compensation will be limited to only that
Compensation received by the Employee while he was a
Participant in the Plan. For the purpose of determining the
Actual Deferral Percentage of a Highly Compensated
Participant, the Salary-Reduction Contributions, and
Compensation of Family Members, and such affected Family
Members will be disregarded in determining the Actual
Deferral Percentage for the Non-Highly Compensated
Participant group.

For the purpose of determining the Actual Deferral Percentage
of a Highly Compensated Employee who is subject to the Family
Member aggregation rules of Code section 414(q)(6) because
such Participant is either a "five percent owner" of the
Employer or one of the ten (10) Highly Compensated Employees
during the year, the following will apply:

(1) The combined Actual Deferral Percentage for the family
group (which will be treated as one Highly Compensated
Participant) will be determined by aggregating Salary-
Reduction Contributions and Compensation of all
eligible Family Members (including Highly Compensated
Participants).

(2) The Salary-Reduction Contributions and Compensation of
all Family Members will be disregarded for purposes of
determining the Actual Deferral Percentage of the Non-
Highly Compensated Participant group except to the
extent taken into account in paragraph (1) above.

(3) If a Participant is required to be aggregated as a
member of more than one family group in a plan, all
Participants who are members of those family groups
that include the Participant are aggregated as one
family group in accordance with paragraphs (1) and (2)
above.

(4) If the determination and correction of Excess
Contributions of a Highly Compensated Participant whose
actual deferral ratio is determined under the family
aggregation rules, then the actual deferral ratio will
be reduced by the "leveling method" described in Reg.
1.401(k)-l(b)(2), and the Excess Contributions for the
family unit will be allocated among the Family Members
in proportion to the contributions of each Family
Member that were combined to determine the group actual
deferral ratio. Notwithstanding the foregoing, with
respect to Plan Years beginning prior to January l,
1990, compliance with the Regulations then in effect
will be deemed to be in compliance with this paragraph.

"Excess Contributions" means, with respect to a Plan Year,
the excess of Employee Salary-Reduction Contributions of
Highly Compensated Participants for the Plan Year over the
maximum amount of such contributions permitted an Annual
Addition. Excess Contributions will be treated as an Annual
Addition.

(c) "Highly Compensated Participant" means a Participant who is a
highly compensated employee as described in Code section
414(q) and the Regulations thereunder and generally means an
Employee who performed services for the Employer during the
"determination year" and is in one or more of the following
groups:

(1) Employees who at any time during the "determination
year" or "look-back year" were "five percent owners."
"Five-percent owner" means any person who owns (or is
considered as owning within the meaning of Code section
318) more than 5% of the outstanding stock of the
Employer or stock possessing more than 5% of the total
combined voting power of all stock of the Employer or,
in the case of an unincorporated business, any person
who owns more than 5% of the capital or profits
interest in the Employer. In determining such
percentage of ownership, employers that would otherwise
be aggregated under Code sections 414(b), (c) and (m)
will be treated as separate employers.

(2) Employees who received "415 Compensation" during the
"look-back year" from the Employer in excess of
$75,000.

(3) Employees who received "415 Compensation" during the
"look-back year" from the Employer in excess of $50,000
and were in the Top Paid Group of Employees for the
Plan Year.

(4) Employees who during the "look-back year" were officers
of the Employer (as that term is defined within the
meaning of the Regulations under Code section 416) and
received "415 Compensation" during the "look-back year"
from the Employer greater than 50 percent of the limit
in effect under Code section 415(b)(1)(A) for any such
Plan Year. The number of officers will be limited to
the lesser of (i) 50 employees; or (ii) the greater of
3 employees or 10 percent of all employees. If the
Employer does not have at least one officer whose
annual "415 Compensation" is in excess of 50 percent of
the Code section 415(b)(1)(A) limit, then the highest
paid officer of the Employer will be treated as a
Highly Compensated Employee.

(5) Employees who are in the group consisting of the 100
Employees paid the greatest "415 Compensation" during
the "determination year" and are also described in (2),
(3) or (4) above when these paragraphs are modified to
substitute "determination year" for "look-back year."

The "determination year" will be the Plan Year for which
testing is being performed, and the "look-back year" will be
the immediately preceding twelve-month period. However, if
the Plan Year is a calendar year, or if another Plan of the
Employer so provides, then the "look-back year" will be the
calendar year ending with or within the Plan Year for which
testing is being performed, and the "determination year" (if
applicable) will be the period of time, if any, which extends
beyond the "look-back year" and ends on the last day of the
Plan Year for which testing is being performed (the "lag
period"). With respect to this election, it will be applied
on a uniform and consistent basis to all plans, entities, and
arrangements of the Employer.

"Highly Compensated Former Employee" means a former Employee
who had a separation year prior to the "determination year"
and was a Highly Compensated Employee in the year of
separation from service or in any "determination year" after
attaining age 55. Notwithstanding the foregoing, an Employee
who separated from service prior to 1987 will be treated as a
Highly Compensated Former Employee only if during the
separation year (or year preceding the separation year) or
any year after the Employee attains age 55 (or the last year
ending before the Employee's 55th birthday), the Employee
either received "415 Compensation" in excess of $50,000 or
was a "five percent owner." Highly Compensated Former
Employees will be treated as Highly Compensated Employees.
The method set forth in this section for determining who is a
"Highly Compensated Former Employee" will be applied on a
uniform and consistent basis for all purposes for which the
Code section 414(q) definition is applicable.

For purposes of this section, the determination of "415
Compensation" will be made by including amounts that would
otherwise be excluded from a Participant's gross income by
reason of the application of Code sections 125, 402(a)(8),
402(h)(1)(B) and, in the case of Employer contributions made
pursuant to a salary reduction agreement, Code section
403(b). Additionally, the dollar threshold amounts specified
in (2) and (3) above will be adjusted at such time and in
such manner as is provided in Regulations. In the case of
such an adjustment, the dollar limits which will be applied
are those for the calendar year in which the "determination
year" or "look-back year" begins.

"Top Paid Group" will be determined pursuant to Code section
414(q) and the Regulations thereunder and generally means the
top 20 percent of Employees who performed services for the
Employer during the applicable year, ranked according to the
amount of "415 Compensation" received from the Employer
during such year. All Affiliated Employers will be taken
into account as a single employer within the meaning of Code
sections 414(b), (c), (m) and (o), and Leased Employees will
be treated as Employees pursuant to Code section 414(n) or
(o). Employees who are non-resident aliens who received no
earned income (within the meaning of Code section 911(d)(2))
from the Employer constituting United States source income
within the meaning of Code section 861(a)(3) will not be
treated as Employees.

Additionally, for the purpose of determining the number of active
Employees in any year, the following additional Employees will
also be excluded, however, such Employees will still be considered
for the purpose of identifying the particular Employees in the Top
Paid Group:

(a) Employees with less than six (6) months of service;

(b) Employees who normally work less than 17-1/2 hours per
week;

(d) Employees who have not yet attained age 21.

In addition, if 90 percent or more of the Employees of the
Employer are covered under agreements the Secretary of Labor
finds to be collective bargaining agreements between Employee
representatives and the Employer, and the Plan covers only
Employees who are not covered under such agreements, then
Employees covered by such agreements will be excluded from
both the total number of active Employees as well as from the
identification of particular Employees in the Top Paid Group.

The foregoing exclusions set forth in this section will be
applied on a uniform and consistent basis for all purposes
for which the Code section 414(q) definition is applicable.

(d) "Non-Highly Compensated Participant" means any Participant
who is neither a Highly Compensated Participant nor a Family
Member (as that term is defined in Code section
414(q)(6)(B)).

(e) For purposes of this section, the Highly Compensated
Participant group and Non-Highly Compensated Participant
group will include all Employees eligible to make Salary-
Reduction Contributions, whether or not such Employees
actually make such Contributions.

(f) For purposes of this section, if two or more plans which
include cash or deferred arrangements are considered one plan
for the purposes of Code section 401(a) or 410(b), the cash
or deferred arrangements included in such plans will be
treated as one arrangement. For Plan Years beginning after
December 31, 1989, plans may be aggregated hereunder only if
they have the same plan year.

Notwithstanding the above, for Plan Years beginning after
December 31, 1988, an employee stock ownership plan described
in Code section 4975(e)(7) may not be combined with this Plan
for purposes of determining whether the employee stock
ownership plan or this Plan satisfies this section and Code
sections 401(a)(4), 410(b) and 401(k).

(g) In the event that the initial allocation of the Participant's
Salary-Reduction Contributions does not satisfy one of the
tests set forth in this section, the Plan may use any one or
a combination of the following:

(1) The Employer may make a contribution on behalf of the
Non-Highly Compensated Participants in an amount
sufficient to satisfy one of the tests. Such
contributions will hereinafter be referred to as the
Employer's Qualified Non-Elective Contributions and
will be allocated to each Non-Highly Compensated
Participant's Account in the same proportion that each
Non-Highly Compensated Participant's Compensation for
the Plan Year bears to the total Compensation of all
Non-Highly Compensated Participants for such Plan Year.

(2) The Employer may make a matching contribution on behalf
of the Non-Highly Compensated Participants who have
elected to make Salary-Reduction Contributions during
the Plan Year in an amount based on a percentage of
such Salary-Reduction Contributions sufficient to
satisfy one of the tests. Such contributions will
hereinafter be referred to as the Employer's Qualified
Matching Contributions and will be allocated to each
affected Non-Highly Compensated Participant's Account
for such Plan Year.

(3) Within two and one-half months following the end of
each Plan Year, each Highly Compensated Participant,
beginning with the Participant having the highest
Actual Deferral Percentage will have the portion of his
Salary-Reduction Contributions which is in excess of
the limit (and any income or losses allocable to such
excess) distributed to him until one of the tests is
satisfied. Income and losses allocable to such excess
will be determined in the same manner as income or
losses allocable to "Excess Salary-Reduction
Contributions." If such excess (plus income or losses
allocable thereto) is not distributed within two and
one-half months after the close of the applicable Plan
Year, it will be distributed no later than the close of
the next following Plan Year and the Employer will pay
a 10% excise tax on the amount distributed during the
succeeding period. Excess Salary-Reduction
Contributions will be considered Annual Additions for
the Limitation year in which such contributions were
made.

With respect to items (1) and (2) of this subsection:
(i) Such contributions will be made within twelve
months after the end of the Plan Year; and (ii) A
separate accounting will be maintained for the purposes
of excluding such contributions from the "Actual
Contribution Percentage Test."

5.8 Actual Contribution Percentage Tests

For the purposes of this section, Compensation has the meaning given
such term by Code section 414(s) and the Regulations issued
thereunder.

(a) The Actual Contribution Percentage for the Highly Compensated
Participant group will not exceed the greater of:

(1) 125 percent of such percentage for the Non-Highly
Compensated Participant group; or

(2) the lesser of 200 percent of such percentage for the
Non-Highly Compensated Participant group, or such
percentage for the Non-Highly Compensated Participant
Group plus two percentage points or such lesser amount
determined pursuant to Regulations to prevent the
multiple use of this alternative limitation with
respect to any Highly Compensated Participant described
in this section and Code section 401(m)(9)(A). Any
Participant eligible to make voluntary contributions,
if applicable, or to receive Matching Contributions, if
applicable, under this Plan or under any other Plan
maintained by the Employer will have his Actual
Contribution Percentage reduced pursuant to Reg.
1.401(m). The provisions of Code section 401(m) and
Regulations 1.401(m)-1(b) and 1.401(m)-2 are
incorporated herein by reference.

(b) "Actual Contribution Percentage" for a Plan Year means, with
respect to the Highly Compensated Participant group and Non-
Highly Compensated Participant group, the average of the
ratios (calculated separately for each Participant in each
group) of:

(1) the Participant's voluntary contributions, if any; and
the Employer's Matching Contributions, if any;

(2) to the Participant's Compensation for such plan year.

Such ratios will be calculated to the nearest one-hundredth
of one percent.

Only Employer Matching Contributions contributed to the Plan
prior to the end of the succeeding Plan Year will be
considered.

For the purpose of determining the Actual Contribution
Percentage of a Highly Compensated Employee who is subject to
the Family Member aggregation rules of Code section 414(q)(6)
or because such Employee is either a "five percent owner" of
the Employer or one of the ten (10) Highly Compensated
Employees paid the greatest "415 Compensation" during the
year, the following will apply:

(1) The combined Actual Contribution Percentage for the
family group (which will be treated as one Highly
Compensated Participant) will be determined by
aggregating Employer Matching Contributions, if any;
the voluntary contributions, if any; and Compensation
of all eligible Family Members (including Highly
Compensated Participants).

(2) The Employer Matching Contributions, if any; voluntary
contributions, if any; and Compensation of all Family
Members will be disregarded for purposes of determining
the Actual Contribution Percentage of the Non-Highly
Compensated Participant group except to the extent
taken into account in paragraph (1) above.

(c) A Highly Compensated Participant and Non-Highly Compensated
Participant will include any Employee eligible to make
voluntary contributions, whether or not such Employee
actually makes such contributions, and/or any Employee
eligible to have Employer Matching Contributions made on his
behalf, whether or not such Employee receives such
contributions for the Plan Year.

(d) If two or more plans which include matching contributions or
voluntary contributions, or both, are considered as one plan
for the purposes of Code section 401(a)(4), 410(b) and
401(m), such plans will be treated as one arrangement. For
Plan Years beginning after December 31, 1989, plans may be
aggregated under this paragraph (d) only if they have the
same plan years.

Notwithstanding the above, for Plan Years beginning after
December 31, 1988, an employee stock ownership plan described
in Code section 4975(e)(7) may not be combined with this plan
for purposes of determining whether the employee stock
ownership plan or this Plan satisfies this section and Code
sections 401(a)(4), 410(b) and 401(m).

(e) If a Highly Compensated Participant is a Participant in two
or more plans which include matching contributions or
voluntary contributions, or both, all such contributions on
behalf of such Highly Compensated Participant will be
aggregated for the purpose of determining the contribution
percentage with respect to such Highly Compensated
Participant.

(f) In the event that neither of the tests specified in this
section are satisfied, the Plan may use one or a combination
of the following:

(1) Within two and one-half months following the end of
each Plan Year, each Highly Compensated Participant,
beginning with the Participant having the highest
Actual Contribution Percentage, will have the portion
of his Excess Aggregate Contributions, or, if
forfeitable, forfeit the non-vested Excess Aggregate
Contributions attributable to the Employer Matching
Contributions, if any (and any income or losses
allocable thereto) which is in excess of the limit (and
any income or losses allocable to such excess)
distributed to him by the "leveling method" described
in Regulation 1.401(k)-1(f)(2) until one of the tests
is satisfied.

Income or losses allocable to such excess will be
determined in the same manner as income or loss
allocable to Excess Salary-Reduction Contributions.

The distribution and/or Forfeiture of Excess Aggregate
Contributions will be made in the following order:

(a) If any, voluntary contributions;

(b) If any, Employer Matching Contributions.
Any distribution or Forfeiture of less than the entire
amount of Excess Aggregate Contributions (and any
income or losses allocable to such excess) will be
treated as a pro-rata distribution. Distribution of
Excess Aggregate Contributions will be designated by
the Employer as a distribution of Excess Aggregate
Contributions (and any income or losses allocable to
such excess).

Forfeitures of Excess Aggregate Contributions will be
treated in accordance with Article V.

"Excess Aggregate Contributions" means, with respect to
any Plan Year, the excess of:

(a) the aggregate amount of Employer Matching
Contributions, if any; voluntary contributions, if
any; over

(b) the maximum amount of such contributions permitted
under the limitations of this subsection.

If such excess (plus income or loss allocable thereto)
is not distributed within two and one-half months after
the close of the applicable Plan Year, it will be
distributed no later than the close of the next
following Plan Year and the Employer will pay a 10%
excise tax on the amount distributed after such two and
one-half month period. Excess voluntary contributions
will be considered Annual Additions for the Limitation
year in which such contributions were made.

If the determination and correction of Excess Aggregate
Contributions of a Highly Compensated Participant whose
Actual Contribution Percentage is determined under the
family aggregation rules, then the Actual Contribution
Percentage will be reduced and the Excess Aggregate
Contributions for the family unit will be allocated
among the Family Members in proportion to the sum of
Employer and/or voluntary contributions made pursuant
to the Plan of each Family Member that were combined to
determine the group Actual Contribution Percentage.

Any distribution of Excess Contributions, or any
distribution or forfeiture of Excess Aggregate
Contributions, will be made in accordance with Code
section 401(a)(4).

Income and losses allocable to such excess will be
determined in the same manner as income or losses
allocable to "Excess Salary-Reduction Contributions".

(2) The Employer may make a contribution on behalf of the
Non-Highly Compensated Participants in an amount
sufficient to satisfy one of the tests. Such
contributions will hereinafter be referred to as
Employer Qualified Non-Elective Contributions and will
be allocated to each Non-Highly Compensated
Participant's Account in the same proportion that each
Non-Highly Compensated Participant's Compensation for
the Plan Year bears to the total Compensation of all
Non-Highly Compensated Participants for such Plan Year.

(3) The Employer may make a matching contribution on
behalf of the Non-Highly Compensated Participants
who have elected to make Voluntary Contributions
or Salary-Reduction Contributions during the Plan
Year in an amount based on a percentage of such
Participant Contributions sufficient to satisfy
one of the tests. Such contributions will
hereinafter be referred to as the Employer's
Qualified Matching Contributions and will be
allocated to each affected Non-Highly Compensated
Participant's Account for such Plan Year.

With respect to item (2) and (3) of this subsection:
(i) Such contributions will be made within twelve
months after the end of the Plan Year; and (ii) A
separate accounting will be maintained for the purposes
of excluding such contributions from the "Actual
Deferral Percentage Test."

ARTICLE VI

DISPOSITION OF CONTRIBUTIONS

6.1 Payments to Funding Agent

Each Contribution made on behalf of a Participant will be paid to the
Funding Agent within the time or times specified in Article V and
will be administered in accordance with the terms of any Contract
between the Trustee and the Funding Agent.

6.2 Investment Options/Subaccounts

The Funding Agent will maintain, with respect to each Participant, an
individual Investment Subaccount for each separate investment fund in
which a Participant participates. Participants will be permitted to
direct the Contributions made on their behalf among the Investment
Subaccounts established for this purpose. The Participants may
choose a Fixed Income Investment Subaccount or one or more Variable
Income Investment Subaccounts.

"Fixed Income Investment Subaccount" is a subaccount which invests in
a separate investment fund composed primarily of debt obligations,
such as mortgages and bonds, providing a fixed rate of investment
return.

"Variable Income Investment Subaccount" is a subaccount which invests
in a separate investment fund under which the value of the deposits
to such account will vary, up and down, to reflect investment income
and market value changes. Any one or any combination of the
following types of securities may be available:

(a) common stocks,

(b) bonds, and

At the election of a Participant, a portion of the Contributions,
other than his Voluntary Contributions Account, made by or on behalf
of the Participant may be used to purchase whole or term life
insurance policies on the life of such Participant. If a Participant
makes this election, the Funding Agent will, in lieu of crediting
such portion to the Participant's Investment Subaccounts under the
Contracts, pay the premium for such whole or term life insurance
policies on behalf of such Participant. The portion of such
contributions which may be used to pay premiums on such policies will
not, with respect to whole life insurance policies, exceed 50% of the
total contributions made on behalf of the Participant, and will not,
with respect to term life insurance policies, exceed 5% of the total
Contributions made on behalf of such Participant. The Trustee will
be the sole owner and beneficiary of any such life insurance policies
with the right to exercise all policy rights, subject to the
provisions of this Plan and Trust.

If a Participant dies prior to the date on which his policy is
converted or distributed to him in accordance with the following
sentence, the Trustee will pay any death benefits to the
Participant's beneficiary as provided in this Plan. The Trustee
will, (i) convert the entire value of such life insurance policies to
cash at or before the Participant's retirement so that no portion of
such value may be used to continue life insurance protection beyond
retirement date or (ii) distribute the policy to the Participant.
Any such election by the Participant may be subject to the spousal
consent requirements of Article VII, if applicable.

Effective on and after July 1, 1991, this life insurance provision
will no longer be operative.

6.3 Designation of Contributions to Investment Subaccounts

Subject to the restrictions pertaining to Employer Contributions set
forth below, each Participant will designate to the Administrator the
proportion of each Contribution made for him which is to be credited
to each of the Investment Subaccounts established for the Participant
by the Funding Agent. Such proportion may be any integral percentage
from 0% to 100%. If no such designation is made by the Participant
before the first such Contribution is paid to the Funding Agent, 100%
of such Contributions, and 100% of each Contribution on his behalf
thereafter until such designation is made, will be credited to his
Fixed Income Investment Subaccount.

Effective on and after July 1, 1991, all Employer Discretionary
contributions will be credited to the Super Rite Stock Subaccount.
The Participant will not be permitted to direct or change the
investment of any portion of the Employer Discretionary
Contributions.

Effective on and after May 15, 1992, &11 Employer Matching
Contributions will be credited to the Super Rite Stock Subaccount.
The Participant will not be permitted to direct or change the
investment of any portion of the Employer Matching Contributions.

Subject to the restrictions pertaining to Employer Contributions set
forth above, a Participant may change the proportion of any
Contribution on any April 1, or October 1 made in accordance with
Article V which is to be credited to each Investment Subaccount by
notifying the Administrator when such change is to become effective.
No such changes may be retroactive. Such changed proportion will
apply to such Contributions received by the Funding Agent on or after
the later of the effective date of such change and the date of
receipt of such notification by the Funding Agent, and will remain in
effect until any subsequent change is made by the Participant.

6.4 Transfers Between Investment Subaccounts

Subject to the restrictions set forth below, a Participant may
transfer amounts between his Investment Subaccounts at any time.

Effective on and after July 1, 1991, the Participant will not be
permitted to transfer any amounts from his Super Rite Stock Account
attributed to Employer Discretionary Contributions.

Effective on and after May 15, 1992, the Participant will not be
permitted to transfer any amounts from his Super Rite Stock Account
attributable to Employer Matching Contributions.

Effective on and after January 1, 1993, any amounts attributable to
Employer Discretionary Contributions and Employer Matching
Contributions transferred by the Participant from any of the
Investment Subaccounts will only be permitted to be transferred into
his Super Rite Stock Account.

However, in any calendar year, no more than 20% of the amount of a
Participant's Fixed Income Investment Subaccount at the start of the
calendar year may be transferred. The minimum transfer amount from
any Investment Subaccount is $500, or the dollar value of the
Investment Subaccount, if less. Such transfer will be made on the
date specified, subject to any restrictions imposed in accordance
with the terms of any Contract between the Trustee and the Funding
Agent.

6.5 Valuation of Funds and Allocation of Earnings

As of each December 31, or such other date upon which the Funding
Agent, the Trustee and the Administrator will mutually agree, the
Funding Agent will determine the fair market value of the Contract,
including earnings and losses on each investment fund, and will
adjust each Participant's Investment Subaccounts in accordance with
such valuation.

ARTICLE VII

DISPOSITION OF BENEFITS

7.1. Timing of Distributions

If a Participant retires or otherwise terminates his employment (for
reasons other than death) with the Employer, the vested portion of
his Account will be distributed to him as of his distribution Date
except as otherwise provided in section 7.2 and as follows:

(a) If the vested portion of the Participant's Account as of the
date of his termination is less than or equal to $3,500, the
participant will be deemed to have elected a single sum
payment and such payment will be made as soon as practicable
following the date of retirement or termination. The consent
of the Participant will not be required to make such
distribution.

(b) If the vested portion of the Participant's Account as of the
date of his termination is greater than $3,500, upon advance
written notice, a Participant may request a distribution of
all or a part of the vested portion of his Account at any
date on or after the Participant's day of termination, but
not later than the Participant's Required Beginning Date.

In no event will distribution of any portion of the
Participant's Account pursuant to this subsection (b) be made
prior to such Participant's Normal Retirement Date unless the
Participant consents. The consent of the Participant will be
obtained in writing within the 90 day period ending on the
date the Participant's Account is distributed to him.

Notwithstanding anything to the contrary herein, the consent of the
Participant is not required to satisfy the requirements of Code
section 401(a)(9).

Unless a Participant elects to defer payment of his benefit pursuant
to section 7.2, all distributions made pursuant to this section will
commence no later than 60 days after the end of the Plan Year in
which the latest of the following events occurs: (1) the earlier of
age 65 or Normal Retirement Date, (2) the Participant's 5th
anniversary in the Plan or (3) the Participant's termination date.

The Employer will notify the funding Agent in writing of the
termination date or Distribution Date of each Participant.

7.2 Deferral of Distribution Date

A retired or terminated Participant may elect, by written notice to
the Funding Agent, to defer his Distribution Date, but not beyond his
Required Beginning Date.

7.3 Method of Distribution

A Participant may elect to receive a distribution of his Account in
any of the following forms:

(a) a single sum payment equal to the value of his Account;

(b) a fixed dollar annuity which provides for a series of
monthly, quarterly, semi-annual or annual payments the amount
of which is the same each period and is fixed at the date
payments commence;

(c) a systematic withdrawal method providing monthly, quarterly,
semi-annual or annual installments made over a specified
period of time or made in a specified dollar amount,
whichever method is selected by the Participant, until the
Participant's Account is liquidated. The Participant may
continue to make transfers pursuant to Article VI. The
minimum payment allowable under this method of distribution
is $250. The Participant must have an Account balance
greater than or equal to $15,000; or

(d) a combination of any or all of a, b, or c.

An election by a married Participant to receive his benefits in any
form other than a "Qualified Joint and Survivor Life Annuity"
providing for payments after his death to his Eligible Spouse must be
made pursuant to a Qualified Election unless:

(bullet) the Participant does not elect to receive a distribution of
his account in the form of a life annuity, and

(bullet) this Plan is not a Transferee Plan with respect to such
Participant. This plan will be considered a "Transferee
Plan" with respect to any Participant if any portion of his
Account is attributable to amounts transferred from a defined
benefit plan, money purchase plan, stock bonus or profit-
sharing plan which would otherwise provide for a life annuity
form of payment to the Participant.

Under the "Qualified Joint and Survivor Annuity" the first payment is
made to the Participant as of his Distribution Date. Subsequent
monthly, quarterly, semi-annual or annual payments are made to the
Participant each period thereafter throughout his remaining lifetime,
terminating with the last payment before his death. Following the
Participant's death, payments are continued to the Participant's
Eligible Spouse. The payment to the Eligible Spouse is equal to 50%
of the monthly payment which was payable to the Participant during
the Participant's lifetime.

Any annuity form must provide for payment to be made over:

(1) the life of the Participant;

(2) the lives of the Participant and his Eligible Spouse if
payments are to be made to the spouse, otherwise his
designated beneficiary;

(3) a period not extending beyond the Participant's life
expectancy; or

(4) period not extending beyond the life expectancy of the
Participant and his Eligible Spouse, if applicable, otherwise
his designated beneficiary.

A Participant may not elect any form of annuity providing payments to
a contingent annuitant or designated beneficiary who is other than
his spouse, unless the actuarial value of the annuity benefit
expected to be payable to the Participant is more than 50% of the
actuarial value of the aggregate benefits expected to be payable
under such annuity form. In no event, however, may the amount of
each payment to a contingent annuitant or designated beneficiary
exceed that payable to the Participant.

7.4 Qualified Election

A "Qualified Election" means an election made by a Participant (a) to
receive benefits in a form other than a qualified Joint and Survivor
Annuity providing for payments after his death to his Eligible Spouse
or (b) to designate a Beneficiary other than his spouse to receive
the death benefit described in Article VIII.

Any such election must be in writing and must be consented to by the
Participant's spouse. Such election will designate a beneficiary
(or a form of benefit) that may not be changed without spousal
consent (unless the consent of the spouse expressly permits
designations by the Participant without the requirement of further
consent item the spouse). The spouse's consent must acknowledge the
effect of such election and be witnessed by a Plan representative or
a notary public. Notwithstanding this consent requirement, if the
Participant establishes to the satisfaction of a Plan representative
that such written consent cannot be obtained because there is no
spouse or the spouse cannot be located, either election described
above by the Participant will be deemed a Qualified Election. Any
consent necessary under this paragraph will be valid only with
respect to the spouse who signs the consent, or in the event of a
deemed Qualified Election, the designated spouse. Additionally, a
revocation of a prior election may be made by a Participant without
the spouse's consent at any time before a distribution of the
Participant's Account is made. The number of revocations will not be
limited.

The election period to waive the qualified Joint and Survivor Annuity
will be the 90-day period ending on the Annuity Starting Date. For
purposes of this section, the "Annuity Starting Date" means the first
day of the first period for which an amount is payable as an annuity
or as periodic installments or, in the case of a benefit not payable
in the form of an annuity or as periodic installments, the date on
which the Participant's Account is distributed to him.

The Administrator will provide to each Participant, no less than 30
days and no more than 90 days prior to the Annuity Starting Date, a
written explanation, in a manner calculated to be understood by him,
of:

(a) the terms and conditions of the qualified Joint and Survivor
Annuity;

(b) the Participant's right to make, and the effect of, an
election to waive the Qualified Joint and Survivor Annuity;

(d) the right of the Participant to revoke such election, and the
effect of such revocation.

7.5 Distribution Requirements

The requirements of this section will apply to any distribution of a
Participant's interest and will take precedence over any inconsistent
provisions of this Plan.

(a) All distributions made pursuant to this Plan will comply with
Code section 401(a)(9) and the Regulations issued thereunder,
and requirements similar to the incidental death benefit
requirement of Code section 401(a).

(b) "Required Beginning Date": The entire interest of a
Participant must be distributed or begin to be distributed no
later than the Participant Required Beginning Date. The
Required Beginning Date of a Participant who has not attained
age 70 1/2 prior to January 1, 1989 is April 1 of the
calendar year following the calendar year in which the
Participant attains age 70 1/2, whether or not such
Participant has retired. The Required Beginning Date of a
Participant who attained age 70 1/2 before January 1, 1989 is
April 1 of the calendar year following the calendar year in
which the later of retirement or attainment of age 70 1/2
occurs. The Required Beginning Date of a Participant who
attains age 70 1/2 during 1988 and who has not retired as of
January 1, 1989 is April 1, 1990. Notwithstanding the
preceding, if a Participant is a Five-Percent Owner, his
Required Beginning Date is April 1 of the calendar year
following the calendar year in which the Participant attains
age 70 1/2, regardless of when such Participant attained age
70 1/2 and whether or not he is retired.

(c) Limits on Distribution Periods: Distributions, if not made in
a single sum, may only be made over one of the following
periods: (1) the life of the Participant; (2) the lives of
the Participant and his spouse if payments are to be made to
the spouse, otherwise his designated Beneficiary; (3) a
period certain not extending beyond the Participant's life
expectancy; or (4) a period certain not extending beyond the
life expectancy of the Participant and his spouse if
applicable, otherwise his designated Beneficiary.

(d) Minimum Distributions -- Annuities: If the Participant's
benefit is distributed in the form of an annuity purchased
from a Funding Agent, distributions thereunder will be made
in accordance with the requirements of Code section 401(a)(9)
and the Regulations thereunder.

(e) If a Participant dies after distribution of his interest has
begun, the remaining portion of his interest will be
distributed at least as rapidly as under the form of benefit
being used on the date of his death.

7.6 In-Service Withdrawals:

(a) Voluntary Contributions:

A Participant may elect, while in the employ of the Employer,
to withdraw any or all of the portion of his Account which is
attributable to his Voluntary Contributions and any income or
earnings thereon.

(b) Salary-Reduction Contributions:

A Participant may elect, while in the employ of the Employer,
to withdraw all or a portion of his Account attributable to
Salary-Reduction Contributions upon the first to occur of:

(1) his attainment of age 59 1/2, and

(2) proven "Financial Hardship".

Effective January 1, 1989, withdrawals for proven Financial
Hardship will be limited to:

(1) the Participant's Salary-Reduction Contributions, and,
if applicable, any Qualified Non-Elective Employer
Contributions and/or Qualified Matching Contributions
made on behalf of such Participant, made before January
1, 1989, and any income or earnings credited thereon
through December 31, 1988, and

(2) the Participant's Salary-Reduction Contributions made
after January 1, 1989, without regard to any income or
earnings thereon, and, if applicable, without regard to
the portion of his Account attributable to any
Qualified Non-Elective Employer Contributions and/or
Qualified Matching Contributions and income or earnings
thereon.

"Financial Hardship" means the immediate financial need of a
Participant associated with the following circumstances:

(1) medical expenses for the Participant, spouse or
dependents;

(2) tuition and related educational expenses for the
Participant, spouse or dependents;

(3) purchase or substantial rehabilitation of a principal
residence, or the principal residence of a member of
the Participant's immediate family within the meaning
of Code section 267(c)(4); or

(4) such other circumstances as the Plan Administrator may
determine within the intent of this section.

In the event of such hardship withdrawal, the Participant may
continue his participation in the Plan without interruption.

A Participant will not be permitted to make a hardship
withdrawal under this section unless he has already withdrawn
any amount credited to his Voluntary Contribution Account, if
any.

A Participant may elect, while in the employ of the Employer,
to withdraw for a "Financial Hardship" as defined above, any
or all of the portion of his Account which is attributable to
the Employer's Matching Contributions which have accumulated
for three (3) years following the date of employment of the
Participant with the Employer.

(d) Rollovers:

A Participant may elect, while in the employ of the Employer,
to withdraw any or all of the portion of his Account which is
attributable to his Rollover Contributions.

(e) PAYSOP Contributions:

A Participant may elect, while in the employ of the Employer,
to withdraw any or all of the portion of his Account which is
attributable to the Employer's PAYSOP Contributions.

However, no distribution from the Employer's PAYSOP
Contributions Account will occur before the end of the 84th
month beginning after the month in which the PAYSOP
Contributions were allocated to the Participant's Super Rite
Stock Account.

Any withdrawal made pursuant to this section will be subject to the
spouse's written consent, in the manner described in this Article.

7.7 Pre-Retirement Distributions

At such time as a Participant will have attained age 59 1/2, the
Administrator, at the election of the Participant, will direct the
Funding Agent to distribute all or a portion of the Participant's
Account.

However, no distribution from the Participant's Account will occur
prior to 100% vesting or, if from the Employer's PAYSOP Contributions
account, no before the end of the 84th month beginning after the
month in which the PAYSOP Contributions were allocated to the
Participant's Super Rite Stock Account. In the event that such
distribution is made, the Participant, nevertheless, will continue to
be eligible to participate in the Plan on the same basis as any other
Participant.

7.8 Loans

Loans may be granted to Participants, subject to any restrictions
imposed by the Funding Agent. Loans will be made under the following
circumstances: (a) loans will be made available to all Participants
from each Participant's Account on a reasonably equivalent basis, (b)
loans will not be made available to Highly Compensated Participants,
officers, or shareholders in an amount greater than the amount made
available to other Participants, (c) loans will bear a reasonable
rate of interest, (d) loans will be adequately secured, and (e) loans
will provide for repayment over a reasonable period of time.

On and after July 1, 1991, only two (2) outstanding loans at a time
are permitted for each Participant taking a loan.

Loans made pursuant to this section (when added to the outstanding
balance of all other loans made by the Plan to the Participant) will
be limited to the lesser of:

(A) $50,000 reduced by the excess (if any) of the highest
outstanding balance of loans from the Plan of the Participant
during the one year period ending on the day before the date
on which such loan is made, over the outstanding balance of
loans from the Plan to the Participant on the date on which
such loan was made, or

(B) one-half (1/2) of the vested portion of such Participant's
Account maintained on behalf of the Participant under the
Plan.

For purposes of this limit, all plans of the Employer will be
considered one Plan.

Any loan made to a Participant will be subject to the spouse's
written consent, in the manner described in this Article, if this
Plan is a transferee plan with respect to such Participant.
Anything herein to the contrary notwithstanding, loans will not be
made to any shareholder-employee or owner-employee unless an
exemption for such loan is obtained pursuant to Act section 408 and
further provided that such loan would not be subject to tax pursuant
to Code section 4975. For purposes of this requirement, a
shareholder-employee means an employee or officer of an electing
small business (Subchapter S) corporation who owns (or is considered
as owning within the meaning of Code section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5% of the
outstanding stock of the corporation.

ARTICLE VIII

DEATH BENEFITS

8.1 Preretirement Death Benefits

Unless the Participant makes a Qualified Election, his Eligible
Spouse will be his designated Beneficiary. Upon the death of such
Participant before his Distribution Date, 100% of his Account will be
applied to purchase an annuity for the life of the Participant's
designated Beneficiary, unless the designated Beneficiary elects a
different form of benefit as provided in item (a) following:

(a) The designated Beneficiary, unless the Participant has
directed otherwise, may elect to receive his distribution
under a method described in Article VII.

(b) Distributions in other than the single payment form will be
subject to the following conditions:

(1) If the designated Beneficiary is the Participant's
Eligible Spouse,

(A) such distribution form must provide for payment to
be made over the life of the Eligible Spouse (or
over a period not exceeding the life expectancy of
the Eligible Spouse), and

(B) such distribution must commence to the Eligible
Spouse on or before the later of (i) December 31
of the calendar year immediately following the
calendar year in which the Participant dies and
(ii) December 31 of the calendar year in which the
Participant would have attained age 70 1/2.

(2) If the designated Beneficiary is other than the
Participant's Eligible Spouse,

(A) such distribution form must provide for payment to
be over the life of the designated Beneficiary (or
over a period not exceeding the life expectancy of
the designated Beneficiary), and

(B) such distribution must commence on or before
December 31 of the calendar year immediately
following the calendar year in which the
Participant died.

(c) If the single payment form of distribution is elected by the
Eligible Spouse or designated Beneficiary, the total value of
the Participant's Account must be distributed by December 31
of the calendar year containing the fifth anniversary of the
Participant's death.

(d) In no event will an annuity distribution be permitted under
this section if the value of the portion of the Participant's
Account being used to purchase such annuity is not in excess
of $3,500.

8.2 Postretirement Death Benefits

Any payments after the death of a Participant for whom an annuity has
been purchased, will be paid in accordance with the terms of the
annuity form selected. Payments to a Beneficiary must be made at
least as rapidly as such payments were being made to the Participant.
If an annuity has not been purchased for such Participant, then
unless the Participant has directed otherwise the Beneficiary may
elect to receive his benefit under any of the methods of distribution
described in Article VII.

8.3 Distribution Requirements

All distributions made pursuant to this Article will comply with Code
section 401(a)(9) (including, but not limited to, the minimum
distribution rules) and the Regulations issued thereunder and
requirements similar to the incidental death benefit requirements of
Code section 401(a).

ARTICLE IX

GENERAL PROVISIONS

9.1 Nonalienation of Benefits

(a) Subject to the exceptions provided below, no benefit which
will be payable to any person out of the Trust Fund
(including a Participant or his Beneficiary) will be subject
in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt
to anticipate, alienate, sell, transfer, assign, pledge,
encumber, or charge the same will be void; and no such
benefit will in any manner be liable for, or subject to, the
debts, contracts, liabilities, engagements, or torts of any
such person, nor will it be subject to attachment or legal
process for or against such person, and the same will not be
recognized except to such extent as may be required by law.

(b) This section will not apply to the extent a Participant is
indebted to the Plan, by reason of a qualified plan loan
under this Plan. At the time a distribution is to be made to
or for a Participant's or Beneficiary's benefit, such
proportion of the amount to be distributed as will equal such
indebtedness will be paid to the Plan, to apply against or
discharge such indebtedness. Prior to making a payment,
however, the Participant or Beneficiary must be given written
notice by the Administrator that such indebtedness is to be
paid in whole or part from the Participant's Account. If the
Participant or Beneficiary does not agree that the
indebtedness is a valid claim against the Participant's
Account, he will be entitled to a review of the validity of
the claim in accordance with procedures provided in Article
III.

(c) This provision will not apply to a "qualified domestic
relations order" defined in Code section 414(p), and those
other domestic relations orders permitted to be so treated by
the Administrator under the provisions of the Retirement
Equity Act of 1984. The Administrator will establish a
written procedure to determine the qualified status of
domestic relations orders and to administer distributions
under such qualified orders. Further, to the extent provided
under a "qualified domestic relations order", a former spouse
of a Participant will be treated as the Eligible Spouse for
all purposes under the Plan.

9.2 Nonguarantee of Employment

The adoption of the Plan will not be deemed to be a contract between
the Employer and any Participants. Nothing contained in the Plan
will be deemed to give any Participant the right to be retained in
the employ of the Employer or to interfere with the managerial
prerogatives and decisions of the Employer.

9.3 Beneficiary

The designation of a Participant's Beneficiary will be made by filing
with the Administrator a written designation identifying such
Beneficiary. Such designation may be changed or revoked by written
notice filed with the Administrator.

If the Participant's Beneficiary is not a natural person receiving
payments in his own right, then payment will be made only in a single
sum. If more than one Beneficiary of a Participant is concurrently
entitled to receive annuity payments, or if the monthly annuity
payment to any Beneficiary would be less than $50, or such other
amount established from time to time by the Administrator, and the
value of such benefit is less than or equal to $3,500 (as described
in Regulation 1.417(e)-l(b)), then, the value, as determined by the
Administrator, of such annuity will be paid in a single sum.

If there is no Beneficiary to receive any amount which becomes
payable to a Beneficiary in accordance with the terms of the Plan,
such amount will be payable to the estate of the last to die of the
Participant, his Eligible Spouse if any, his contingent annuitant if
any, and his Beneficiary. The Administrator, at its option, may pay
any amount which would otherwise be payable to the estate of the
Participant to any one, or jointly to any number, of the following
surviving relatives of the Participant who appear to the
Administrator to be equitably entitled to payment because of expenses
incurred in connection with the burial or last illness of the
Participant: spouse, children, parents, brothers, sisters.

9.4 Gender and Headings

Words in the masculine gender will include the feminine, the singular
will include the plural, and vice versa, unless qualified by the
context. Any headings used herein are included for the ease of
reference only, and are not construed so as to alter any of the terms
hereof.

9.5 Construction

The Plan and Trust will be interpreted, administered and enforced in
accordance with the Code and ERISA, and the rights of Participants,
former Participants, Beneficiaries and all other persons will be
determined in accordance therewith; provided, however, that, to the
extent that state law is applicable, the laws of the state of
residence of the Participant in question, or if none, the state in
which the principal office of the Administrator will apply.

9.6 Plan Document

A copy of the Plan and Trust and any and all future amendments
thereto will be available for inspection at all reasonable times to
all Participants at the office of the Employer.

9.7 Plan Binding

The Plan and each and every provision thereof will be binding on the
parties hereto and their respective heirs, executors, administrators
and assigns.

9.8 Substitute Payee

The Administrator may refuse to make payment to anyone who, in its
opinion, is incapable of giving a valid receipt of such payment.
Unless and until claim is made by a duly appointed guardian or
committee of such person, the Administrator may make such payment to
any person, institute or agency then, in the judgment of the
Administrator, contributing toward or providing for the care and
maintenance of such person.

9.9 Dividends

Any dividends credited to a Contract or Contracts between the Trustee
and the Funding Agent will be used to provide additional benefits
under the Plan.

9.10 Location of Participant or Beneficiary

In the event that all, or any portion, of the distribution payable to
a Participant or his Beneficiary hereunder will remain unpaid at the
expiration of five years after it will become payable, solely by
reasons of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known
address, and after further diligent effort, to ascertain the
whereabouts of such Participants or his Beneficiary, the amount so
distributable will be treated as a forfeiture. In the event a
Participant or Beneficiary is located subsequent to his benefit being
forfeited, such benefit will be restored. Any forfeiture arising
pursuant to this section will be used as specified in Article V.

9.11 Mistake of Fact Contributions

(a) Except as provided below and otherwise specifically permitted
by law, it will be impossible by operation of the Plan and
Trust, by termination, by power of revocation or amendment,
by the happening of any contingency, by collateral
arrangement or by any other means, for any part of the corpus
or income of the Fund maintained pursuant to the Plan or any
funds contributed thereto to be used for, or diverted to,
purposes other than the exclusive benefit of Participants,
retired Participants, or their Beneficiaries.

(b) In the event the Employer will make a contribution under a
mistake of fact pursuant to Section 403(c)(2)(A) of the Act,
the Employer may demand repayment of such contribution at any
time within one (1) year following the time of payment and
the Funding Agent will return such amount to the Employer
within the one (1) year period. Earnings of the Plan
attributable to the contributions may not be returned to the
Employer but any losses attributable thereto must reduce the
amount so returned.

9.12 Payment of Expenses

All expenses of administration may be charged paid out of the Trust
Fund, unless paid by the Employer. Such expenses will include any
expenses incident to the functioning of the Administrator, including
but not limited to, fees of accountants, counsel, and other
specialists and their agents, and other costs of administering the
Plan. Until paid, the expenses will constitute a liability of the
Trust Fund. However, the Employer may reimburse the Trust Fund for
any administration expense incurred.

9.13 Legal Action

In the event any claim, suit, or proceeding is brought regarding the
Plan and Trust established hereunder to which the Administrator or a
Named Fiduciary may be a party, and such claim, suit or proceeding is
resolved in favor of the Administrator, Trustee or such Named
Fiduciary they will be entitled to be reimbursed from the Trust Fund
for any or all costs, attorney's fees, and other expenses pertaining
thereto incurred by them for which they will have become liable.
Such expenses may be charged proportionately against the amount
standing to the credit of each Participant's Account, unless paid by
the Employer.

9.14 Bonding

Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, will be bonded in an
amount not less than 10% of the amount of the funds such Fiduciary
handles; provided, however, that the minimum bond will be $1,000 and
the maximum bond, $500,000.

The amount of funds handled will be determined at the beginning of
each Plan Year by the amount of funds handled by such person, group,
or class to be covered and their procedessors, if any, during the
preceding Plan Year, or if there is no preceding Plan Year, then by
the amount of the funds to be handled during the then current year.
The bond will provide protection to the Plan against any loss by
reason of acts of fraud or dishonesty by the Fiduciary alone or in
connivance with others. The surety will be a corporate surety
company (as such term is used in Act Section 412(a)(2)), and the bond
will be in a form approved by the Secretary of Labor.
Notwithstanding anything in the Plan to the contrary, the cost of
such bonds will be an expense of the Plan and may, at the election of
the Administrator, be paid from the Trust Fund or by the Employer.
If such amount is to be paid from the Trust Fund, such amounts may be
charged against the amount standing to the credit of each
Participant's Account.

9.15 Employer's and Trustee's Protective Clause

Neither the Trustee, Employer nor its successor will be responsible
for the validity of any Contract issued hereunder or for the failure
on the part of the Funding Agent to make payments provided by any
such Contract, or for the action of any person which may delay
payment or render a Contract null and void or unenforceable in whole
or in part.

9.16 Funding Agent's Protective Clause

The Funding Agent who will issue Contracts hereunder will not have
any responsibility for the validity of this Plan and Trust or for the
tax or legal aspects of this Plan. The Funding Agent will be
protected and held harmless in acting in accordance with any written
direction of the Administrator or the Trustee, and will have no duty
to see to the application of any funds paid to a Trustee, nor be
required to question any actions directed by a Trustee. Regardless
of any provision of this Plan, the Funding Agent will not be required
to take or permit any action or allow any benefit or privilege
contrary to the terms of any Contract which it issues hereunder, or
the rules of the Funding Agent.

9.17 Approval by the Internal Revenue Service

(a) Notwithstanding anything herein to the contrary, if, pursuant
to a timely application filed by or in behalf of the Plan,
the Commissioner of Internal Revenue Service or his delegate
should determine that the Plan does not initially qualify as
a tax-exempt plan under Code sections 401 and 501, and such
determination is not contested, or if contested, is finally
upheld, then if the Plan is a new plan, it will be void ab
initio and all amounts contributed to the Plan, by the
Employer, less expenses paid, will be returned within one
year and the Plan will terminate, and the Funding Agent will
be discharged from all further obligations. If the
disqualification relates to an amended plan, then the Plan
will operate as if it had not been amended and restated.

(b) Except as specifically stated in the Plan, any contribution
by the Employer to the Trust Fund is conditioned upon the
deductibility of the contribution by the Employer under the
Code and, to the extent any such deduction is disallowed, the
Employer may within one (1) year following a final
determination of the disallowance, whether by agreement with
the Internal Revenue Service or by final decision of a court
of competent jurisdiction, demand repayment of such
disallowed contribution and the Funding Agent will return
such contribution within one (1) year following the
disallowance. Earnings of the Plan attributable to the
excess contribution may not be returned to the Employer, but
any losses attributable thereto must reduce the amount so
returned.

ARTICLE X

AMENDMENT OR TERMINATION

10.1 Authority to Amend or Terminate Plan

The Employer intends this Plan to be permanent and to continue
indefinitely but necessarily reserves the right to terminate it at
any time or to modify, alter or amend the Plan in any respect,
retroactively or otherwise at any time or times. No modification,
amendment, termination or any other change of the Plan may provide
that the assets of the Plan or the income thereon may be used for or
diverted to purposes other than the Plan, nor may any change in the
Plan reduce any vested interest of a Participant at the time of such
change unless such change is executed for the purpose of securing an
opinion from any governmental agency that the Plan satisfies the
requirements of any law or regulation administered by such agency.

No amendment made to the Plan will decrease the amount of a
Participant's Account or eliminate an optional form of distribution
with respect to amounts in his Account as of the Effective Date of
that amendment, except as provided by Treasury Regulations.
Notwithstanding the preceding sentence, the amount of a Participant's
Account may be reduced to the extent permitted under Code section
412(c)(8). Furthermore, no amendment made to the Plan will have the
effect of decreasing a Participant's vested right to his Account
determined without regard to such amendment as of the later of the
date such amendment is adopted or the date it becomes effective.

10.2 Nonforfeitability of Accrued Pension upon Plan Termination

Upon the complete discontinuance of Employer Contributions, inclusive
of Salary-Reduction Contributions, to the Plan or upon termination or
partial termination of the Plan, each Participant will have a
nonforfeitable right to the entire amount of his Account. Upon such
discontinuance or termination without the establishment of another
defined contribution plan other than an employee stock ownership plan
(as defined in Code section 4975(g) or Code section 409) or a
simplified employee pension plan (as defined in Code section 408(k)),
each Participant's Account will be distributed in a manner which is
consistent with and satisfies the provisions of this Plan regarding
distributions. Except as permitted by Regulations, the termination
of this Plan will not result in the reduction of Code section
411(d)(6) protected benefits.

10.3 Substitution of Funding Agent

Anything in this Article X to the contrary notwithstanding, the
Employer may at any time change the Funding Agent and transfer all
contributions and the value of all Participants' Accounts to such
successor Funding Agent. Such transfer will be made in accordance
with the terms of any Contract between the Trustee and the Funding
Agent. Any such change will not be considered a deprivation of any
Participant's rights to, or any reduction in, any benefits accrued
under the Plan.

10.4 Merger or Consolidation

If this Plan merges or consolidates with, or transfer assets or
liabilities to, any other plan, each Participant covered under this
Plan must be entitled to receive a benefit after the merger,
consolidation or transfer which, if said plan then terminated, would
be equal to or greater than his benefit under this Plan immediately
prior to such merger, consolidation or transfer if this Plan then
terminated.

ARTICLE XI

RULES FOR TOP-HEAVY PLANS

11.1 Top-Heavy Definitions

Special definitions which apply to Top-Heavy Rules are:

(a) "Key Employee" means any Employee or former Employee (and
Beneficiaries of such Employee) who at any time during the
determination period was:

(1) an officer of the Employer (as that term is defined
within the meaning of the Regulation under Code section
416) having an annual 415 Compensation greater than 50%
of the amount in effect under Code section 415(b)(1)(A)
for any Plan Year, or

(2) an owner (or considered an owner under Code section
318) of one of the ten largest interests in the
Employer if such individual's compensation exceeds the
dollar limit specified in Code section 415(c)(1)(A), or

(3) a more than Five-Percent Owner of the Employer as
defined in Article V, or,

(4) a more than 1% owner of the Employer who has an annual
"415 Compensation" of more than $150,000. "One percent
owner" means any person who owns (or is considered as
owning within the meaning of Code section 318) more one
percent (1%) of the outstanding stock of the Employer
or stock possessing more than one percent (1%) of the
total combined voting power of all stock of the
Employer or, in the case of an unincorporated business,
any person who owns more than one percent (1%) of the
capital or profits interest in the Employer. In
determining percentage ownership hereunder, employers
that would otherwise be aggregated under Code section
414(b), (c) and (m) will be treated as separate
employers. However, in determining whether an
individual has 415 Compensation of more than $150,000,
415 Compensation from each employer required to be
aggregated under Code section 414(b), (c) and (m) will
be taken into account.

The determination period of the Plan is the Plan Year
containing the Determination Date and the four preceding Plan
Years. The determination of who is a Key Employee will be
made in accordance with Code section &16(i)(1) and
Regulations thereunder.

(b) "Top Heavy Ratio" means:

(1) If the Employer maintains one or more defined
contribution plans (including any Simplified Employee
Pension Plan) and the Employer has never maintained any
defined benefit plans which during the five-year period
ending on the Determination Date have covered or could
cover a Participant in this Plan, the Top-Heavy Ratio
is a fraction, the numerator of which is the sum of the
accounts of all Key Employees as of the Determination
Date (including any part of any accounts distributed in
the five-year period ending on the Determination Date),
computed pursuant to Code section 415 and the
Regulations thereunder. Both the numerator and
denominator of the Top-Heavy Ratio are adjusted to
reflect any contribution not actually made as of the
Determination Date, but which is required to be taken
into account under Code section 416 and the Regulations
thereunder.

(2) If the Employer maintains one or more defined
contribution plans (including any Simplified Employee
Pension Plan) and the Employer maintains or has
maintained one or more defined benefit plans which
during the five-year period ending on the Determination
Date have covered or could cover a Participant in this
Plan, the Top-Heavy Ratio is a fraction, the numerator
of which is the sum of accounts under the defined
contribution plans for all Key Employees plus the
present value of the accrued benefits under the defined
benefit plans for all Key Employees, and the
denominator of which is the sum of the accounts under
the defined contribution plans for all participants
plus the present value of the accrued benefits under
the defined benefit plans for all participants,
determined pursuant to Code section 416 and the
Regulations thereunder. Both the numerator and
denominator of the Top-Heavy Ratio are adjusted for any
distribution of an account or an accrued benefit made
in the five-year period ending on the Determination
Date.

In the case of a defined contribution plan subject to
the minimum requirements of Code section 412, only
contributions actually made after the Valuation Date,
but on or before the Determination Date, will be
included in the account.

(3) For the purposes of (1) and (2) above, the value of the
account balances and the present value of accrued
benefits will be determined as of the most recent
Valuation Date that falls within or ends with the 12-
month period ending on the Determination Date, except
as provided in Code section 415 and the Regulation
thereunder for the first and second plan years of a
defined benefit plan. The account balances and accrued
benefits of a Participant (1) who is not a Key Employee
but who was a Key Employee in a prior Plan Year, or
(2) who has not been credited with at least one Hour of
Service with any Employer maintaining the Plan at any
time during the 5-year period ending on the
Determination Date will be disregarded. The
calculation of the Top-Heavy Ratio, and the extent to
which distributions, roll-overs, and transfers are
taken into account will be made in accordance with Code
section 416 and the Regulations thereunder. Deductible
employee contributions will not be taken into account
for the purposes of computing the Top-Heavy Ratio when
aggregating plans, the value of account balances and
accrued benefits will be calculated with reference to
the Determination Dates that fall within the same
calendar year.

The accrued benefit of a Participant other than a Key
Employee will be determined under (a) the method, of
any, that uniformly applies for accrual purposes under
all defined benefit plans maintained by the Employer,
or (b) if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate
permitted under the fractional rule of Code section
411(b)(1)(C).

(c) "Required Aggregation Group" means: (1) each qualified plan
of the Employer in which at least one Key Employee
participates or participated at any time during the
determination period, and (2) any other qualified plan of the
Employer which enables a plan described in (1) to meet the
requirements of Code section 410 or 401(a)(4).

(d) "Permissive Aggregation Group" means the Required Aggregation
Group of plans plus any other plan or plans of the Employer
which, when considered as a group with the Required
Aggregation Group, would continue to satisfy the requirements
of Code sections 410 and 401(a)(4).

(e) "Determination Date" means, for any Plan Year subsequent to
the first Plan Year, the last day of the preceding Plan Year,
and for the first Plan Year of the Plan, the last day of that
year.

(f) "Valuation Date" means, for each defined benefit plan, the
date used to determine costs for section 412 of the Federal
Internal Revenue Code for the Plan Year ending on the
Determination Date and, for each defined contribution plan,
the last scheduled date for determining adjusted accounts in
the Plan Year ending on the Determination Date.

(g) "Actuarial Assumptions" means, when used to determine the
present value of accrued benefits for the Top-Heavy Ratio,
The Prudential Insurance Company of America's 1950 Group
Annuity Valuation Morality Table, set back five years for
females after retirement, and 6% interest.

(h) "Top-Heavy Compensation" means W-2 compensation for the
calendar year ending with or within the Plan Year.

11.2 Top-Heavy Conditions

This Plan is a "Top-Heavy Plan" for any Plan Year beginning after
December 31, 1983, if any of the following conditions exist:

(a) the Top-Heavy Ratio for this Plan exceeds 60% and this Plan
is not part of any Required Aggregation Group or Permissive
Aggregation Group of plans, or

(b) this Plan is a part of a Required Aggregation Group of plans
(but is not part of a Permissive Aggregation Group) and the
Top-Heavy Ratio for the group of plans exceeds 60%, or

(c) this Plan is a part of a Required Aggregation Group of plans
and part of a Permissive Aggregation Group and the Top-Heavy
Ratio for the Permissive Group Exceeds 60%.

11.3 Changes Required As a Result of Plan Becoming Top-Heavy:

Certain sections for this Plan will be modified if, at the end of the
preceding Plan Year, this is a Top-Heavy Plan. Such sections and the
appropriate modifications are as follows:

(a) Section 4.2: For any Plan year in which this Plan is Top-
Heavy, the Minimum Vesting Schedule described below will
automatically apply to Employer Contributions made under this
Plan including any Employer Contribution made before the Plan
became Top-Heavy. Further, no reduction in vested Employer
Contributions may occur in the event the Plan's status as
Top-Heavy changes for any Plan Year. However, this section
does not apply to the Account of any Participant who does not
have an Hour of Service after the Plan has initially become
Top-Heavy.

The non-forfeitable interest of each Participant in the
portion of his Account attributable to Employer Contributions
will be determined on the basis of the vesting requirements
that apply while the Plan is not Top-Heavy or the following
table, whichever causes him to vest at an earlier date or
provides him with a larger percentage (the basis that applies
is the "Minimum Vesting Schedule"):

Credited Years Percentage
of Service Vesting

Less than 1 0%
1 or more 100%

The Minimum Vesting Schedule will only apply to the extent it
is more favorable than the vesting schedule set forth in
Article IV.

(b) Section 5.1: Except as otherwise provided below, Employer
Contributions made on behalf of any Participant* who is a
Non-Key Employee, will not be less than the lesser of 3% of
such Participant's Top-Heavy Compensation, or in the case
where the Employer has no defined benefit plan which
designates this Plan to satisfy Code section 401, the largest
percentage of Employer Contributions, as a percentage of the
first $200,000 of the Key Employee's Earnings, made on behalf
of any Key Employee for that year. The minimum Employer
Contribution is determined without regard to any Social
Security contribution.

The above will not apply to any Participant who was not
employed by the Employer ont he last day of the Plan Year.
In addition, the above will not apply to any Participant to
the extent the Participant is covered under any other plan or
plans of the Employer and the Employer has provided that the
minimum contribution or benefit requirement applicable to
Top-Heavy Plans will be met in the other plan or plans.

* For purposes of this subsection, "Participant" will include
all Employees of the Employer who are eligible to participate
in this Plan regardless of whether or not such Employees
elect to make contributions hereunder.

(c) Section 5.6: In any Plea Year where the Top-Heavy ratio
exceeds 90% (i.e., the Plan becomes Super Top-Heavy) the
denominators of the Defined Benefit Fraction and the Defined
Contribution Fraction as defined in Article V, will be
computed using 1.0 times the dollar limit instead of 1.25.

11.4 Coordination with Defined Benefit Plan:

If the Employer also maintains a defined benefit plan in addition to
this Plan, the following will apply:

(a) In any Plan Year where the Plan is part of a Top-Heavy
Required Aggregation Group that includes a defined benefit
plan, the minimum benefit required by Code section 416 will
be provided under this Plan for Participants covered by both
plans. The minimum contribution described in this section
for each Participant who is also a participant in the defined
benefit plan will be 5% of Top-Heavy Compensation. The
minimum contribution to each Participant in this Plan who is
not also a participant in the defined benefit plan that is
part of the Required Aggregation Group will be 3% of Top-
Heavy Compensation.

(b) In any year where the Plan is part of a Required Aggregation
Group that includes a defined benefit plan and the plans are
Top-Heavy but not Super Top-Heavy (i.e., the Top-Heavy Ratio
does not exceed 90%), the minimum contribution described in
this section for each Participant who also participates in
the defined benefit plan will be 7-1/2% of Top-Heavy
Compensation. The minimum contribution for each Participant
who is covered under this Plan but not the defined benefit
plan that is part of the Required Aggregation Group will be
4% of Top-Heavy Compensation. This provision will not apply
to any Participant who was not employed by the Employer on
the last day of the Plan Year. This provision will not apply
to any Participant to the extent the Participant is covered
under any other plan or plans of the Employer and the
Employer has provided that the minimum allocation or benefit
requirement applicable to Top-Heavy plans will be met in the
other plan or plans.

ARTICLE XII

TRUSTEE

12.1 Establishment of the Trust

(a) The Employer and the Trustee hereby agree to the
establishment of a trust consisting of such sums as will from
time to time be paid to the Trustee under the Plan and such
earnings, income and appreciation as may accrue thereon,
which, less payments made by the Trustee to carry out the
purposes of the plan, are referred to herein as the Trust
Fund. The Trustee will carry out the duties and
responsibilities herein, specified, but will be under no duty
to determine whether the amount of any contributions by the
Employer or any Participant is in accordance with the terms
of the Plan nor will the Trustee be responsible for the
collection of any contribution under the Plan.

(b) The Trust Fund will be held, invested, reinvested, and
administered by the Trustee in accordance with the terms of
the Plan and this Agreement solely in the interest of
Participants and their Beneficiaries and for the exclusive
purpose of providing benefits to Participants and their
Beneficiaries and defraying reasonable expenses of
administering the Plan. Except as provided in Section 12.7,
no assets of the Plan will inure to the benefit of the
Employer.

(c) The Trustee will pay benefits and expenses from the Trust
Fund only upon the written direction of the Plan
Administrator, the Fiduciary named in the Plan as having the
authority to control and manage the administration of the
Plan. The Trustee will be fully entitled to rely on such
directions furnished by the Plan Administrator, and will be
under no duty to ascertain whether such directions are in
accordance with the provisions of the Plan.

12.2 Investment of the Trust Fund

(a) The Employer will have the exclusive authority and discretion
to select the individual investment funds available for
investment in the Plan. In making such selection, the
Employer will use the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent person
acting in a like capacity and familiarity with such matters
would use in the conduct of an enterprise or a like character
and with like aims. The Employer will insure that the
available investments under the plan are sufficiently
diversified so as to minimize the risk of large losses,
unless under the circumstances it is clearly prudent not to
do so.

(b) The Trustee will invest all amounts allocated to the separate
investment accounts of a Participant as directed in writing
by the Participant or Plan Administrator in accordance with
the Plan, which written directions will be timely furnished
to the Trustee by the Plan Administrator. In making any
investment of the assets of the Trust Fund, the Trustee will
be fully entitled to rely on such directions furnished by the
Plan Administrator and will be under no duty to make any
inquiry or investigation with respect thereto. If the
Trustee receives any contribution under the Plan that is not
accompanied by written instructions directing its investment,
the Trustee will immediately notify the Plan Administrator of
this fact, and the Trustee may, in its discretion, hold or
return all or a portion of the contribution uninvested
without liability for loss of income or appreciation pending
receipt of proper investment directors. Otherwise, it is
specifically intended under the Plan and this Agreement that
the Trustee will have no discretionary authority to determine
the investment of the assets of the Trust Fund.

12.3 Investment Powers and Duties of the Trustee

Subject to the provisions of Section 12.1 and 12.2, the Trustee will
have the authority, in addition to any authority given by law, to
exercise the following powers in the administration of the Trust:

(a) to invest all or a part of the Trust Fund in investments
available under the Plan in accordance with the investment
directions furnished by the Plan Administrator without
restriction to investments authorized for fiduciaries,
including, without limitation on the amount that my be
invested therein, any common, collective or commingled trust
fund maintained by the Trustee. Any investment in, and any
terms and conditions of, any such common, collective or
commingled trust fund available only to Employee trusts which
meet the requirements of the Code or subsequent income tax
laws of the United States will constitute an integral part of
this Agreement and the Plan;

(b) to dispose of all or any part of the investments, securities
or other property which may from time to time or at any time
constitute the Trust Fund in accordance with the written
directions furnished by the Plan Administrator for the
investment of Participant's separate accounts or the payment
of benefits or expenses of the Plan, and to make, execute and
deliver to the purchasers thereof good and sufficient deeds
of conveyance thereby, and all assignments, transfers and
other legal instruments, either necessary or convenience for
passing the title and ownership thereto, free and discharged
of all trusts and without liability on the part of such
purchasers to see to the application of the purchased money;

(c) to hold cash uninvested to the extent necessary to pay
benefits or expenses of the plan, without liability for
interest thereon;

(d) to cause any investment of the Fund to be registered in the
name of the Trustee or the name of its nominee or nominees or
to retain such investment unregistered or in a form
permitting transfer by delivery, provided that the books and
records of the Trustee will at all times show that all such
investments are part of the Fund;

(e) upon the written direction of the Plan Administrator, to vote
in person or in proxy with respect to all securities that are
part of the Trust Fund, and generally to exercise any of the
powers of an owner with respect to stocks, bonds, securities,
or other property;

(f) upon written direction of the Plan Administrator, to apply
for, purchase, hold or transfer any life insurance,
retirement income, endowment or annuity contract;

(g) to consult and employ any suitable agent to act on behalf of
the Trustee and to contract for legal, accounting, clerical
and other services deemed necessary by the Trustee to manage
and administer the Fund according to the terms of this Plan;

(h) upon the written direction of the Plan Administrator, to make
loans from the Fund to Participants in amounts and on terms
approved by the Plan Administrator in accordance with the
provisions of the Plan, provided that the Plan Administrator
will have the sole responsibility for computing and
collecting all loan repayments required to be made under the
Plan;

(i) to pay from the Trust Fund all taxes imposed or levied with
respect to the Trust Fund or any part thereof under existing
or future laws, and to contest the validity or amount of any
tax, assessment, claim or demand respectively the Fund or any
part thereof;

(j) to borrow or raise money for the purposes of the Plan in such
amount, and open such terms and conditions, as the Trustee
will deem advisable, and for any sum so borrowed, to issue a
promissory note as Trustee, and to secure the repayment
thereof by pledging all, or any part of the Trust Fund; and
no person lending money to the Trustee will be bound to see
to the application of the money being lent or to inquire into
the validity, expediency, or propriety of any borrowing;

(k) to settle, compromise, or submit to arbitration any claims,
debts, or damages due or owing to or from the Plan, to
commence or defend the Plan in suits or legal or
administrative proceedings, and to represent the plan in all
suits and legal and administrative proceedings;

(l) to make, execute, acknowledge, and deliver any and all
documents of transfer and conveyance and any and all other
instruments that may be necessary or appropriate to carry out
the powers herein granted; and

(m) to do all such acts and exercise all such rights and
privileges, although not specifically mentioned herein, as
the Trustee may deem necessary to carry out the purposes of
the Plan.

(n) if there is more than one Trustee, they will act by a
majority of their number, but may authorize one or more of
them to sign papers on their behalf.

12.4 Insurance Provisions

(a) At the election of each participant, the Trustee, acting on
the written direction of the Plan Administrator, will apply
for, own, and pay premiums on contracts on the lives of the
participants. If a life insurance policy is to be purchased
for a Participant, the aggregate premium for ordinary life
insurance for each Participant must be less than fifty (50%)
percent of the aggregate of the contributions to the credit
of the Participant any particular time. If term insurance is
purchased with such contributions, the aggregate premium must
be less than twenty five (25%) percent of the aggregate
contributions allocated to a Participant's Account. If both
term insurance and ordinary life insurance are purchased with
such contributions, the amount expended for term insurance
plus one-half (1/2) of the premium for ordinary life
insurance may not in the aggregate exceed twenty five (25%)
percent of the aggregate contributions allocated to a
Participant's account.

(b) The Trustee must convert the entire value of the life
insurance contract at or before retirement into cash or to
provide for a periodic income with such cash as that no
portion of such value may be used to continue life insurance
protection beyond retirement. Alternately, the Trustee may
distribute the contracts to the Participants.

(c) Amounts contributed or credited to a Participant's Voluntary
Contribution Account will not be applied to the purchase of
life insurance contracts.

On and after July 1, 1991, this provision 12.4 will no longer
be operative.

12.5 Accounting and Reporting Duties of the Trustee

(a) The Trustee will keep full and accurate accounts of all
receipts, investments, disbursements and other transactions
hereunder, including such specific records as may be agreed
upon in writing between the Plan Administrator and the
Trustee. All such accounts, books, and records will be open
to inspection and audit at all reasonable times by any
authorized representative of the Employer or the Plan
Administrator. Participant may examine only those individual
account records pertaining directly to him.

(b) Within 90 days after the end of each Plan Year or within 90
days after its removal or resignation, the Trustee will file
with the Plan Administrator a written account of the
administration of the Trust Fund showing all transactions
effected by the Trustee subsequent to the period covered by
the last preceding accruing period to the end of such Plan
Year or date of removal or resignation and all property held
at its fair market value at the end of the accounting period.
Upon approval of such accounting by the Plan Administrator,
neither the Employer nor the Plan Administrator will be
entitled to any further accounting by the Trustee. The Plan
Administrator may approve such accounting by written notice
of approval delivered to the Trustee or by failure to express
objection to such accounting in writing delivered to the
Trustee within 90 days from the date on which the accounting
is delivered to the Plan Administrator.

12.6 Prohibition of Diversion

(a) Except as provided in (b) below, at no time shall any part of
the corpus or income of the Trust Fund be used for, or
diverted to, purposes other than for the exclusive benefit of
Participants or their Beneficiaries, or for defraying
reasonable expenses of administering the Plan.

(b) Notwithstanding the above, contributions made by the Employer
under the Plan will be returned to the Employer under the
following conditions:

(1) if a contribution is made by mistake of fact, such
contribution will be returned to the Employer within
one year of the payment of such contribution;

(2) contributions to the Plan are specifically conditioned
upon their deductibility under the Code. To the extent
a deduction is disallowed for any such contribution, it
will be returned to the Employer within one year after
the disallowance of the deduction. Contributions which
are not deductible in the taxable year in which made
but are deductible in subsequent taxable years will not
be considered to be disallowed for purposes of this
subsection, and;

(3) contributions to the Plan are specifically conditioned
on initial and continued qualification of the Plan
under the Code. If the Plan is determined to be
disqualified, contributions made in respect of any
period subsequent to the effective date of such
disqualification will be returned to the Employer
within one year after the date of denial of
qualification.

12.7 Trustee's Compensation

If approved by the Plan Administrator, the Trustee will be entitled
to reimbursement for all direct expenses properly and actually
incurred on behalf of the Plan, which expenses will be paid out of
the Trust Fund unless paid directly by the Employer.

12.8 Resignation and Removal of Trustee

(a) The Trustee may resign at any time by written notice to the
Employer which will be effective 30 days after the delivery
of written notification to the Employer, unless otherwise
agreed upon in writing.

(b) The Trustee may be removed by the Employer at any time upon
30 days written notices to the Trustee.

(c) The appointment of a successor Trustee hereunder shall be
accomplished by and will take effect upon the delivery to the
resigning or removed Trustee, as the case may be, of written
notice of the Employer appointing such successor Trustee, and
an acceptance in writing of the office of successor Trustee
hereunder executed by the successor so appointed.

Any successor Trustee may be either a corporation authorized
and empowered to exercise trust powers or one or more
individuals. All of the provisions set forth herein with
respect to the Trustee will related to each successor Trustee
so appointed with the same force and effect as if such
successor Trustee had been originally named herein as the
Trustee.

(d) Upon the appointment of a successor Trustee the resigning
removed Trustee will transfer and deliver the Trust Fund to
such successor Trustee, after reserving such reasonable
amount as it will deem necessary to provide for its expenses
chargeable against the Fund for which it may be liable. If
the sums so reserved are not sufficient for such purposes,
the resigning or removed Trustee will be entitled to
reimbursement for any deficiency from the successor Trustee
and the employer who shall be jointly and severally liable
thereof.

AMENDMENT #1
TO THE
SUPER RITE FOODS EMPLOYEE INVESTMENT OPPORTUNITY PLAN

As authorized by Section 10.1 of the Super Rite Foods Employee Investment
Opportunity Plan ("Plan") as amended and restated effective April 1, 1989,
the employer, Super Rite Foods, Inc., hereby amends the Plan in the
following manner:

FIRST: Sections 2.9 is amended to reflect the change made to Internal
Revenue Code ("Code") section 401(a)(17) by the Omnibus Budget
Reconciliation Act of 1993. This amendment is made effective as of the
plan year beginning on or after January 1, 1994. As amended, the last two
paragraphs of Section 2.9 are deleted and replaced by the following:

For any Plan Year beginning after December 31, 1993, the plan
administrator shall take into account only the first $150,000 (or
beginning January 1, 1995, such larger amount as the Commissioner of
Internal Revenue may prescribe) of any Participant's Compensation for
determining all benefits provided under the Plan. For any Plan Year
beginning after December 31, 1988 but before January 1, 1994, the
plan administrator shall take into account only the first $200,000
(or for plan years after December 31, 1989 but before January 1,
1994, such larger amount as the Commissioner of Internal Revenue may
prescribe) of any Participant's Compensation for determining all
benefits provided under the Plan. The compensation dollar limitation
for a Plan Year shall be the limitation amount in effect on January 1
of the calendar year in which the plan year begins. For any plan
year beginning before January 1, 1989, the compensation dollar
limitation (but not the family aggregation requirement described in
the next paragraph) applies only if the Plan is top-heavy for such
Plan Year or operates as a deemed top-heavy plan for such Plan Year.
If the Plan should determine Compensation on a period of time that
contains fewer than 12 calendar months (such as for a short plan
year), the annual compensation dollar limitation shall be an amount
equal to the Compensation dollar limitation for the Plan Year
multiplied by the ratio obtained by dividing the number of full
months in the period by 12.

The compensation dollar limitation applies to the combined
compensation of the employee and of any family member aggregated with
the employee under Code Section 414(q)(6) who is either (A) the
employee's spouse, or (B) the employee's lineal descendant under the
age of 19. If, for a Plan Year, the combined compensation of the
employee and such family members who are Participants entitled to an
allocation for that Plan Year exceeds the compensation dollar
limitation, Compensation for each such Participant, for purposes of
the contribution and allocation provisions of Article V, means his
adjusted compensation.

Adjusted compensation is the amount which bears the same ratio to the
compensation dollar limitation as the effected Participant's
Compensation (without regard to the compensation dollar limitation)
bears to the combined compensation of all the effected Participants
in the family unit. If the Plan uses permitted disparity, the plan
administrator first shall determine the integration level of each
effected family member Participant using actual Compensation. The
total of the effected Participants' Compensations equal to or less
than the applicable integration levels may not exceed the
compensation dollar limitation. The combined excess compensation of
the effected Participants in the family unit may not exceed the
compensation dollar limitation minus the amount determined under the
preceding sentence. If the combined excess compensation exceeds this
limitation, the plan administrator will prorate the limitation on the
excess compensation among the effected participants in the family
unit in proportion to each such individual's actual Compensation
minus his integration level.

SECOND: Section 2.30 is amended to correctly state the effective date of
the amendment and restatement as the effective date for the Tax Reform Act
of 1986 with respect to the Plan. As amended, Section 2.30 shall read as
follows:

2.30 "Plan Restatement Date" means April 1, 1989. The Plan is intended to
be a profit sharing plan within the meaning of Regulation 1.401(k)-
1(a)(1).

THIRD: Section 2.31 is amended to state the effective date as of which the
plan year was amended from the twelve-month period commencing on April 1 to
the twelve-month period commencing on January 1. As amended, Section 2.31
shall read as follows:

2.31 "Plan Year" means the period from January 1, through December 31, and
each twelve-month period commencing on January 1, effective January
1, 1991. Prior to January 1, 1991, Plan Year shall mean the twelve-
month period commencing on April 1. A short plan year shall exist
from April 1, 1990 through December 31, 1990.

FOURTH: Sections 2.34 and 2.35 are amended to remove the second paragraph
of Section 2.35 and to insert said paragraph as the third paragraph of
Section 2.34.

FIFTH: Section 4.1 is amended to delete the provisions for participation
as of the Restatement Date and to correctly state the eligibility and entry
date provisions. As amended, the second paragraph of Section 4.1 shall
read as follows:

Each person who is an Eligible Employee may become a Participant on the
Entry Date which is the first day of the month next following his
completion of one (1) Year of Service.

SIXTH: Section 7.6(e) which permits the in-service distribution of PAYSOP
contributions is deleted in its entirety as this was not permitted prior to
the amendment and restatement and had not been permitted since that date.

SEVENTH: Section 5.1 is amended to limit the date as of which a salary-
reduction agreement may be effective. As amended, Section 5.1 shall have
inserted between the first and second paragraph thereof two paragraphs that
shall read as follows:

The Salary-Reduction Agreement shall be effective as of a prospective
date as provided in the Agreement. However, in no event shall such
Agreement be effective before the adoption of this Salary-Reduction
contributions provision under the Plan. A participant electing
Salary Reduction Contributions will be deemed to desire to continue
at the same rate, unless he notifies the Administrator before the
applicable date of his desire to change the amount of Salary-
Reduction Contributions in accordance with the Administrator's
written procedures. The revised election shall be effective on the
applicable date. A Salary-Reduction Contribution may be discontinued
at any time upon notice in accordance with the administrative
procedures. A participant who has declined or suspended Salary-
Reduction Contributions may elect salary reduction as of the January
1 or July 1 following the Administrator's acceptance of the Salary-
Reduction Agreement.

However, if a participant receives a hardship distribution, his right
to elect a Salary-Reduction Contribution shall be suspended for 12
months after the receipt of such distribution. Further, the
participant may not elect a Salary-Reduction Contribution for his
taxable year immediately following the taxable year of the hardship
distribution in excess of the applicable limit under Code Section
402(g) for such taxable year less the amount of such participant's
Salary-Reduction Contributions for the taxable year of the hardship
distribution.

(3) Conditions - The participant's salary reduction
election shall apply only to compensation which becomes currently
available to the employee after the effective date of the election.
The employer shall apply the salary reduction election to all of the
participant's compensation (and to increases in compensation), unless
the participant's salary reduction election specifies that the
election is to be limited to certain compensation.

EIGHTH: Section 5.1(c) is amended to include the allocation formula that
failed to appear in the amendment and restatement of the Plan. As amended,
Section 5.1(c) shall read as follows:

Effective on or after January 1, 1987, the Employer may make
a contribution (subject to the limitations of this Article V)
from Net Profits or from accumulated Net Profits to the Plan
at the end of each Plan Year in an amount, which in the
opinion of the Employer, is appropriate for such Plan Year.
Such contributions will be referred to as the Employer's
Discretionary Contributions." The Employer's Discretionary
Contribution for the Plan Year will be allocated in the same
ratio as each Participant's Compensation bears to the total
of such Compensation of all Participants.

NINTH: Section 5.1(e) is amended to reference the plan document preceding
the amendment and restatement effective April 1, 1989 rather than a
previous plan and to correctly state the effective date as of which the
PAYSOP was discontinued. As amended, Section 5.1(e) shall read as follows:

(e) PAYSOP Contributions

Effective on April 1, 1985, a Payroll Credit Employee Stock
Ownership Plan ("PAYSOP") was established in Article XII of
the plan document as in existence before this amendment and
restatement to promote Employees' interest in the business
endeavors of the Employer.

Effective for the Plan Year beginning April 1, 1987 and
thereafter, Article XII of the plan document as in existence
before this amendment and restatement is no longer operative.
Contributions made on behalf of Participants pursuant to said
Article XII will be referred to as the employer's PAYSOP
Contributions."

TENTH: Section 6.3 is amended to provide for quarterly investment changes
with respect participant contributions. As amended, the final paragraph of
Section 6.3 shall read as follows:

Subject to the restrictions pertaining to Employer Contributions set
forth above, a Participant may change the proportion of any
Contribution on any January 1, April 1, July 1, or October 1 made in
accordance with Article V that is to be credited to each Investment
Subaccount by notifying the Administrator when such change is to
become effective. No such changes may be retroactive. Such changed
proportion will apply to such Contributions received by the Funding
Agent on or after the later of the effective date of such change and
the date of receipt of such notification by the Funding Agent, and
will remain in effect until any subsequent change is made by the
Participant.

ELEVENTH: Effective January 1, 1993, the Plan is amended by relettering
Section 7.3(d) as 7.3(e) and by inserting a new Section 7.3(d) to comply
with Internal Revenue Code section 401(a)(31) as added by the Unemployment
Compensation Amendments of 1992. As amended, Section 7.3(d) and (e) shall
read as follows:

(d) a rollover distribution. Effective for distributions made on
or after January 1, 1993, notwithstanding the optional forms
of payment listed above, a distributee may elect, at the time
and in the manner prescribed by the Administrator, to have
any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the
distributee in a direct rollover.

(1) Eligible Rollover Distribution - An eligible rollover
distribution is any distribution of all or any portion
of the balance to the credit of the distributee, except
that an eligible rollover distribution does not
include: any distribution that is one of a series of
substantially equal periodic payments (not less
frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the
distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution
to the extent such distribution is required under ten
years or more; any distribution to the extent such
distribution is required under Code Section 401(a)(9)
and the portion of any distribution that is not
includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with
respect to employer securities).

(2) Eligible Retirement Plan - An eligible retirement plan
is an individual retirement account described in Code
Section 408(a), an individual retirement annuity
described in Code Section 408(b), an annuity plan
described in Code Section 403(a), or a qualified trust
described in Code Section 401(a), that accepts the
distributee's eligible rollover distribution. However,
in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement
annuity.

(3) Distributee - A distributee includes an employee
or former employee. In addition, the employee's
or former employee's surviving spouse and the
employee's or former employee's spouse or former
spouse who is the alternate payee under a
qualified domestic relations order, as defined in
Code Section 414(p), are distributees with regard
to the interest of the spouse or former spouse.

(4) Direct Rollover - A direct rollover is a payment
by the plan to the eligible retirement plan
specified by the distributee.

(e) a combination of any or all of a, b, c, or d.

TWELFTH: Section 7.6(b) is amended to suspend the right to elect salary-
reduction contributions if a hardship distribution is received. As
amended, the second to the last paragraph of Section 7.6(b) shall read as
follows:

In the event of such hardship withdrawal, the Participant may
continue his participation in the Plan without interruption.
However, if a Participant receives a hardship distribution, his right
to elect a Salary-Reduction Contribution under this Plan and any
other plan sponsored by the Employer shall be suspended for 12 months
after the receipt of such distribution. Further, the Participant may
not elect a Salary-Reduction Contribution for his taxable year
immediately following the taxable year of the hardship distribution
in excess of the applicable limit under Code section 402(g) for such
taxable year less the amount of such Participant's Salary-Reduction
Contribution for the taxable year of the hardship distribution.

THIRTEENTH: Section 7.8 is amended by deleting the current language and
inserting a new provision that more fully describes the participant loan
program. As amended, Section 7.8 shall read as follows:

7.8 Loans

(a) Terms and Conditions

The Plan will provide loans to Participants in accordance
with the conditions and restrictions set forth below.

(1) Application and Approval - A Participant may file a
written application with the Administrator for a loan
of a stated amount and term and for a stated purpose.

The application shall be consented to by the
participant's spouse, and the spousal consent shall be
witnessed by a plan representative or notary public.
Such spousal consent will not be required if the loan
amount is not in excess of $3,500 or if, with respect
to the participant, this plan is not a direct or
indirect transferee of a defined benefit plan, money
purchase pension plan (including a target benefit
plan), or a stock bonus or profit sharing plan which
would otherwise have provided for a qualified joint and
survivor life annuity as the normal form of
distribution payment to the participant. If spousal
consent is required hereunder, it shall be obtained in
compliance with and have the effect described under
Section 7.4 Qualified Election.

All loans shall be subject to the approval of the
Administrator. Loans shall be available to all
Participants on a reasonably equivalent and non-
discriminatory basis. In considering a loan, the
Administrator may take into account the availability of
cash in the fund. No loans shall be made to any owner-
employee or to any shareholder-employee (within the
meaning of Code Section 1379(b)).

On or after July 1, 1991, only two (2) outstanding
loans at a time shall be permitted for each Participant
taking a loan.

An assignment or pledge of any portion of the
Participant's interest in the Plan and a loan, pledge,
or assignment with respect to any insurance contract
purchased under the Plan, shall be treated as a
Participant loan under this paragraph.

(2) Amount - No loan shall exceed the Participant's current
vested accrued benefit. Further no loan to any
Participant may be made to the extent that such loan,
when added to the outstanding balance of all other
loans to the Participant, would exceed the lesser of:

(A) $50,000, reduced by the excess (if any) of -

(i) the highest outstanding balance of loans from
the Plan during the one-year period ending on
the day before the date on which such loan is
made, over

(ii) the outstanding balance of loans from the
Plan on the date on which such loan is made;
or

(B) One-half the present value of the nonforfeitable accrued
benefit of the Participant which is credited to his accounts.

For the purpose of the above limitation, all loans from all plans of
the Employer and other members of a group of employers described in
Code Sections 414(b), 414(c), and 414(m) shall be aggregated. The
amount of the loan may not be less than the minimum loan amount which
may be established by the Administrator for the Plan on a uniform and
non-discriminatory basis. Such minimum loan amount shall not exceed
$1,000. Loans shall not be made available to highly compensated
employees, (as defined in Code Section 414(q)) in an amount greater
than the amount made available to other employees, except to the
extent that the then vested account balances may be greater.

(3) Term - The period of repayment for any loan shall be arrived at by
mutual agreement between the Administrator and the Participant;
provided that any such loan will by its terms require repayment
within five years unless such loan is used to acquire or construct a
dwelling unit which within a reasonable time (determined at the time
the loan is made) will be used as the principal residence of the
participant or a member of the family of the participant. Repayment
shall, in any event, be made before the participant's normal
retirement age, and the loan shall not be renewable. The loan shall
require substantially level payments of principal and interest not
less frequently than quarterly.

(4) Interest Rate - Each loan shall bear reasonable interest at a fixed
rate to be determined by the Administrator. The Administrator shall
not discriminate among Participants in the matter of interest rates;
but loans granted at different times may bear different interest
rates if, in the opinion of the Administrator, the differences in
rates are justified by general economic conditions. The
Administrator shall determine the interest rate by using the prime
rate plus 1%. The rate shall be set not less frequently than at the
beginning of each calendar quarter for all loans approved during that
period.

(5) Security - Each loan shall be evidenced by the borrowing
Participant's promissory note, in the amount of loan, plus interest,
payable to the order of the Plan. Also, each loan shall be
adequately secured by the Participant's assignment to the Plan of all
of the right, title or interest in and to the fund upon to the amount
of the outstanding loan balance.

Default on the note shall be treated as a distributable event under
this Plan subject to the restrictions below. In the event of
default, foreclosure on the note and attachment of security shall not
occur until after the earlier of a distribution made under this
Article VII or the elapse of 3 month(s) without the default being
cured and in any case not later than the date which is the fifth
anniversary of the making of the loan. However, to the extent the
loan is attributable to the Participant's Salary-Reduction
Contributions Account, the Participant's Voluntary Contributions
Account, the Employer's Qualified Matching Contributions Account (if
any) or the Employer's Qualified Non-Elective Contributions Account
(if any), attachment of security shall not occur until the
Participant separates from service or attains age 59 1/2. If any
amount of principal or interest is outstanding to any Participant at
a time when distribution of benefits is to be made, then such loan,
including accrued interest thereon, shall be treated as a partial
distribution of the total benefit payable to such Participant or
former participant, and the note canceled. In such an event, the
Participant's vested accrued benefit under the applicable accounts
shall be reduced pro rata.

(b) Participant Loan Sub-Accounts

In the case of a Participant who has been granted a loan
hereunder, the Administrator shall establish a Participant
Loan Sub-Account for the Participant in an amount equal to
the initial principal amount of the loan. Interest and
principal payments made by a Participant during a Plan Year
shall be deposited in the Participant Loan Sub-Account. As
of the last day of each Plan Year, all accumulated amounts
shall be transferred out of said sub-account and invested
under the Plan's specified investment provisions. Any
additional fees or charges or taxes incurred with respect to
the administration of Participant Loan Sub-Account may be
charged to such Participant's account, or such fee may be
paid by the Employer.

FOURTEENTH: Section 9.1(c) is amended to provide for a current
distribution to an alternate payee under qualified domestic relations
order. As amended, the following paragraph shall be inserted at the
conclusion of Section 9.1(c):

This Plan specifically permits distribution to an alternate
payee under a qualified domestic relations order at any time,
irrespective of whether the Participant has attained his
earliest retirement age (as defined under Code section
414(p)) under the Plan. A distribution to an alternate payee
prior to the Participant's attainment of earliest retirement
age is available only if: (1) the order specifies
distribution at that time or permits an agreement between the
Plan and the alternate payee to authorize an earlier
distribution; and (2) if the present value of the alternate
payee's benefits under the Plan exceeds $3,500, and the order
requires, the alternate payee consents to any distribution
occurring prior to the Participant's attainment of earliest
retirement age.

FIFTEENTH: Section 9.11 is amended to permit the return of an employer
contribution to the employer if such contribution cannot be deducted under
Code section 404. As amended, Section 9.11 shall be retitled "Mistaken
Contributions" and shall contain a subsection (c) to read as follows:

(c) In the event the deduction of a contribution made by the
Employer is disallowed under Code Section 404, such
contribution (to the extent disallowed) must be returned to
the Employer within one year of the disallowance of the
deduction.

SIXTEENTH: Section 9.12 is amended by altering the final sentence of that
provision so that such section shall not imply that employer reimbursements
of the trust fund will not be considered employer contributions for
purposes of Code section 404. Further such section is amended to provide
for the allocation of the reimbursement. As amended, the final sentence of
Section 9.12 shall read as follows:

Any administration expense paid to the Trust Fund as reimbursement
will not be considered an Employer Contribution for purposes of
allocation, but shall be allocated among the Accounts based on
allocation of the expenses being reimbursed.

SEVENTEENTH: Section 10.1 is amended to provide the agent authorized by
the Employer to terminate or amend the Plan. As amended, the following
sentence shall be inserted as the second sentence of the first paragraph of
Section 10.1.

The termination or amendment of this Plan shall be in writing,
authorized by the Board of Directors of the Employer, and executed by
the officer designated in such authorization.

EIGHTEENTH: Section 11.3(b) is amended to delete the reference to the
first $200,000 of the Key Employee's Earnings and to insert language that
coordinates this compensation limit with the amendments to Internal Revenue
Code section 401(a)(17). Further, a sentence is inserted to address the
treatment of Salary-Reduction Contributions made by Key Employees for this
purpose. As amended, the first paragraph of Section 11.3(b) shall read as
follows:

(b) Section 5.1: Except as otherwise provided below, Employer
Contributions made on behalf of any Participant* who is a
Non-Key Employee will not be less than the lesser of 3% of
such Participant's Top-Heavy Compensation, or in the case
where the Employer has no defined benefit plan which
designates this Plan to satisfy Code section 401, the largest
percentage of Employer Contributions, as a percentage of the
Key Employee's Earnings which may be taken into account under
Section 2.9, made on behalf of any Key Employee for that
year. For this purpose, amounts contributed to the Key
Employee's Participant Salary-Reduction Contributions Account
shall be included as contributions made on his behalf for
that year. The minimum Employer Contribution is determined
without regard to any Social Security contribution.

NINETEENTH: Section 11.4 is amended to provide that in the event that the
Plan's Top-Heavy Required Aggregation Group is top-heavy, a Plan
participant who is also cover by Super Rite Foods, Inc. Pension Plan will
receive his required minimum benefit under the pension plan. As amended,
Section 11.4 shall read as follows:

11.4 Coordination with Defined Benefit Plan:

In any Plan Year in which this Plan is top-heavy when
aggregated with the Super Rite Foods, Inc. Pension Plan which
the Employer also sponsors, the top-heavy minimum benefit
requirement shall be met under such other sponsored plan. If a
Participant only participates in this Plan, the top-heavy
minimum benefit shall first be met by any allocation to the
Employer Qualified Non-Elective Contribution Account for the
Plan Year. Then, the contributions and forfeitures allocable
to the Employer Discretionary Contribution Account shall e
increased if necessary for compliance. The total of the
contributions and forfeitures allocated to such accounts for
such a Participant shall not be less than an amount equal to 3%
of his Compensation.

TWENTIETH: Section 12.2 is amended to address this investment of the
Employer Discretionary Contributions Account and the Employer Matching
Contributions Account and to authorize the Trustee to invest more than ten
percent of the trust fund in employer stock. As amended, Section 12.2
shall contain a new subsection (c) that shall read as follows:

(c) Effective on and after July 1,1991, contributions allocated
to a Participant's Employer Discretionary Contributions
Account shall be invested in employer stock. Effective on
and after May 15, 1992, contributions allocated to a
Participant's Employer Matching Contributions Account shall
also be invested in employer stock. It is specifically
intended that this Plan qualify and operate as an eligible
individual account plan as defined in ERISA Section
407(d)(3). As such, and without limiting the generality of
the foregoing, the Trustee is specifically authorized to:

(1) acquire, hold, sell, and distribute employer stock.

(2) invest in employer stock and not limit its holdings of
such stock to ten percent of trust assets but may
invest up to fifty percent of Trust Fund in employer
stock without regard to any Plan requirement to
diversify investments as permitted under ERISA Section
404(a)(2).

(3) acquire or sell employer stock in a transaction with a
disqualified person or a party in interest (as those
terms are defined in ERISA and the Code) provided that
no commission is charged and the transaction is for
adequate consideration.

In the event that the investment of an allocation to such accounts
would cause more than fifty percent of the Trust Fund to be invested
in employer stock, the Trustee shall not acquire additional employer
stock and shall invest the allocation under the general provisions of
Section 12.3.

TWENTY-FIRST: In order to direct the trustees to comply with ERISA section
404(c), a new Section 12.9 is inserted. Section 12.9 shall read as
follows:

12.9 Compliance with ERISA Section 404(c)

(a) This Plan is intended to provide an opportunity for a
Participant or beneficiary (including an alternate payee) to
exercise control over the assets in his individual account
and to choose from a broad range of diversified investment
alternatives the manner in which all or some of the assets in
his account are invested.

(b) A Participant (or beneficiary) may elect to have his accounts
invested in such combination of three or more investment
funds as may be established by the Trustee and made available
for the benefit of Participants. A Participant's investment
election shall not apply to any portion of any account that
may be invested in a Participant loan sub-account. The
investment results shall be allocated to the Participant's
accounts based upon earnings and losses on the Participant's
share in such investment fund or funds.

(c) A Participant investment election shall be made in accordance
with the written procedures of the Plan Administrator as
provided by the Administrator. Such procedures shall be
reasonable and shall be provided to all persons with the
right to make investment elections under the Plan. The
procedures shall permit investment instructions to be given
and to be effective on a frequency that is appropriate to the
reasonably expected market volatility of the investment from
which or to which a transfer is being made. With respect to
at least three investment alternatives which are intended to
qualify as core investments meeting the broad range
requirements of Regulation section 2,550.404c-1(b)(3), the
Administrator shall permit at least quarterly instructions.
Further, the Administrator shall adopt procedures that comply
with either paragraph (1) or paragraph (2).

(1) Transfers into a least one of the core investment
alternatives shall be permitted on a frequency basis
that matches the frequency of investment instructions
permitted with respect to any non-core investment
alternative allowing instructions more often than
quarterly.

(2) Transfers into an income producing, low risk, liquid
fund, subfund or account for the temporary holding of
proceeds from investments shall be permitted until the
next opportunity to transfer investments into one of
the core investment alternatives.

In addition, if the Plan provides an Employer security
alternative, the procedures shall permit transfers from the
Employer security alternative either to all core investments
at least as frequently as instructions may be given for the
Employer security alternative or to a temporary holding
account as described in (2).

An election may be revoked only by another election and will
remain in effect until such revocation. If no initial
election is timely received by the Plan Administrator, the
Plan Administrator shall invest the account in a fund
designated for such purpose.

(d) The Employer shall continue to bear responsibility for the
prudent selection of investment vehicles offered to
Participants and for the proper monitoring of the performance
of those vehicles. The Employer shall provide for at least
three core investment alternatives that together meet the
regulatory requirements for a broad range of investment
alternatives. Such investments shall offer the Participant
or beneficiary a reasonable opportunity to (1) materially
affect both the potential return on the assets subject to his
control and the degree of risk to which those assets are
subject; (2) diversify his investment so as to minimize the
risk of large losses, considering the nature of the Plan and
the size of Participants' accounts; and (3) choose from at
least three diversified categories of investments. Each such
investment shall be diversified and shall have materially
different risk and return characteristics from the other core
alternatives. Together such investments shall permit the
Participant to design a portfolio with appropriate risk and
return characteristics for the Participant's financial and
personal circumstances. Further, such investments when taken
together shall tend to minimize through diversification the
overall risk at any given level of respected return.

In the case of a sale, exchange, or leasing of property
between the Plan and a Plan fiduciary or an affiliate of such
a fiduciary, or a loan to a Plan fiduciary or an affiliate of
such a fiduciary, the Participant directing the investment
transfer shall pay no more than, or receive no less than,
adequate consideration as defined in ERISA Section 3(18).

(e) The Plan Administrator or a person designated by the
Administrator shall provide investment information to the
extent and as required by Regulation section 2550.404c-
1(b)(2). However, the Administrator will not provide any
investment advice to any Participant or beneficiary.

(f) The Plan Administrator or its designee and the Trustee are
required to comply with the investment instructions of a
Participant or beneficiary; however, they shall decline to
implement an investment instruction if the requested
investment would result in one of the following:

(1) A prohibited transaction described in ERISA Section 406
or Code Section 4975.

(2) Taxable income to the trust.

(3) A violation of the terms of the Plan.

(4) The maintenance of the indica of ownership of Plan
assets outside the jurisdiction of the United States
district courts in a manner not authorized by
regulations.

(5) Jeopardizing the Plan's tax-qualified status.

(6) A loss in excess of the requesting individual's account
balance.

(7) A direct or indirect transaction between the Plan and
the Plan sponsor that does not constitute a permitted
acquisition or disposition of an interest in a fund,
subfund or portfolio managed by a Plan sponsor or an
affiliate of the sponsor or of Employer securities.

(8) A direct or indirect loan to a Plan sponsor or any
affiliate of the sponsor.

(9) A direct or indirect acquisition or sale of any
Employer real property as defined in ERISA Section
407(d)(2).

(10) The acquisition of a collectible as defined in Code
Section 408(m).

(11) The acquisition or sale of any Employer security except
to the extent that such security is:

(1) A qualifying Employer security as defined in ERISA
Section 407(d)(5);

(2) Publicly traded on a national exchange or other
generally recognized market;

(3) Traded with sufficient frequency and in sufficient
volume to assure that Participant directions to
buy or sell the security may be acted upon
promptly and efficiently; and

(4) Subject to the requirements of Section 12.9(g).

In addition, the Plan Administrator shall not accept an
investment instruction if the Participant or
beneficiary giving the instruction is known to the
Administrator to be legally incompetent.

(g) The Plan Administrator shall adopt reasonable procedures with
regard to the Employer security alternative that shall
provide for confidentiality with respect to purchase,
holding, sale, tender and similar rights. The Administrator
shall appoint a fiduciary (which may be itself) to be
responsible for monitoring compliance with the procedures.
Further, the Administrator shall appoint an independent
fiduciary to monitor compliance with the procedures in the
event that a situation arises where the potential for undue
Employer influence upon Participants and beneficiaries may
exist in the exercise of shareholder rights. Participants
shall be provided upon request with material, non-public
facts regarding the investment, unless the disclosure would
violate any provision of federal or state law not preempted
by ERISA.

TWENTY-SECOND: If not otherwise provided, these amendments are made
effective as of April 1, 1989.

TWENTY-THIRD: All other provisions of the Plan remain in full force and
effect.

Executed this 28th day of December 1994.

SUPER RITE FOODS, INC.

By: /s/ William Schantzenbach

Title: Vice President - Finance

By: /s/ William Schantzenbach By: _________________________
Trustee Trustee

By: /s/ John J. Harrison By: _________________________
Trustee Trustee

<PAGE>

THE FOLLOWING PLAN DOCUMENT IS PROVIDED AS AN APPENDIX PURSUANT TO THE
INSTRUCTIONS TO ITEM 10 OF SCHEDULE 14A AND WILL NOT BE INCLUDED AS PART OF THE
JOINT PROXY STATEMENT/PROSPECTUS.

SUPER RITE CORPORATION

1991 OMNIBUS STOCK INCENTIVE PLAN

1. Purpose of the Plan

The purpose of this Plan is to foster and promote the long-term
financial success of the Company and materially increase shareholder value
by: (a) strengthening the Company's ability to develop, maintain and
direct an outstanding management team, (b) motivating superior performance
by means of long-term performance related incentives, (c) encouraging and
providing for obtaining an ownership interest in the Company, (d)
attracting and retaining outstanding talent by providing incentive
compensation opportunities competitive with other major companies and (e)
enabling executives and other key employees to participate in the long-term
growth and financial success of the Company.

These purposes may be achieved through the grant of options to
purchase the Company's Common Stock, the grant of Restricted Stock Awards,
the grant of Stock Appreciation Rights, and the grant of other Stock-Based
Awards, as described below.

2. Definitions

All capitalized terms used herein, unless otherwise defined,
shall have the following meaning:

(a) "Adjusted Fair Market Value" means, in the event of a Change
in Control, the greater of (i) the highest Fair Market Value of the shares
of Common Stock during the sixty (60) day period ending on the date of such
Change in Control or (ii) in the case of a Change in Control described in
Section 2(d)(iii) or 2(d)(iv), the highest price per share of Common Stock
paid to holders of the shares of Common Stock in any transaction
constituting or resulting from such Change in Control.

(b) "Board" means the Board of Directors of Super Rite
Corporation or the Executive Committee thereof.

(c) "Cause" means, in connection with the termination of
employment of any Participant, a termination of employment of such
Participant by the Company due to (i) the failure to render services to the
Company in accordance with the terms of his or her employment, which
failure amounts to a material neglect of his or her duties to the Company,
(ii) the commission by such Participant of an act of fraud,
misappropriation (including the unauthorized disclosure of confidential or
proprietary information of such Participant) or embezzlement, or (iii) a
conviction of or guilty plea or confession to any felony.

(d) "Change in Control" means the occurrence of any of the
following:

(i) any "person" (as such term is used in Sections 12(d)
and 13(d) of the Exchange Act), other than any person or group of
persons who (x) beneficially owns twenty percent (20%) or more of the
Company's outstanding voting securities on September 30, 1991 (a
"Significant Stockholder"), (y) is an "affiliate(s)", "associate(s)"
(as defined in Rule 12b-2 of the Exchange Act), relative(s), and/or
trustee(s) or other fiduciary or fiduciaries holding securities under
a trust for the benefit of any relative(s), in each case, of a person
who is a Significant Stockholder, and/or (z) is an officer(s) and/or
director(s) of the Company on September 30, 1991, collectively or
individually, is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities
of the Company representing 20% or more of the voting power of the
Company's then outstanding voting securities; or

(ii) during any period of twenty-four consecutive months,
individuals who at the beginning of such consecutive twenty-four month
period constitute the Board, including for this purpose any new
director whose election or the nomination for election by the
Company's shareholders was approved by a vote of at least two-thirds
of the directors then still in office who were directors at the
beginning of such twenty-four month period, cease for any reason
(other than retirement upon reaching normal retirement age, disability
or death) to constitute at least a majority thereof; or

(iii) any corporation, person or other entity (other than
the Company) makes a tender or exchange offer for shares of the
Company's Common Stock pursuant to which purchases are made; or

(iv) the stockholders of the Company approve a definitive
agreement to merge or consolidate the Company with or into another
company or to sell or otherwise dispose of all or substantially all of
its assets, or adopt a plan of liquidation.

(e) "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.

(f) "Committee" means the Compensation Committee of the Board,
or such other committee as the Board may appoint to administer the Plan.
Such Committee shall be composed entirely of two (2) or more members of the
Board who meet the requirements set forth in Section 2(j) hereof.

(g) "Common Stock" means the common stock of Super Rite
Corporation, having no par value.

(h) "Company" means Super Rite Corporation, a Delaware
corporation and any present or future domestic or foreign corporation of
which more than 50% of the voting securities are owned directly or
indirectly by Super Rite Corporation.

(i) "Disability" shall mean a Participant's inability to engage
in any substantial gainful activity by reason of any medically determinable
physical or mental impairment that can be expected to result in death or
that has lasted or can be expected to last for a continuous period of not
less than twelve (12) months.

(j) "Disinterested Person" means a person (within the meaning of
Rule 16b-3 under the Exchange Act as it may effect from time to time) who
at the time he exercises discretion as a member of the Committee is not,
and has not at any time within one (1) year prior thereto, been eligible
for selection (within the meaning of Rule 16b-3 of the Exchange Act as it
may be in effect from time to time) as a person to whom Incentive Awards
may be granted pursuant to this Plan or any other plan of the Company or
any subsidiary or parent thereof entitling participants therein to acquire
stock, stock options or stock appreciation rights of the Company or any
subsidiary or parent thereof.

(k) "Eligible Key Employee" means any officer or other key
employee of the Company designated by the Committee as eligible to receive
an Incentive Award subject to the conditions set forth herein. Incentive
Awards may be granted only to full-time employees who are officers or who
are employed in an executive, administrative or professional capacity by
the Company.

(l) "Employee" means any employee of the Company.

(m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, or any successor statute or statutes thereto.

(n) (1) Except for the calculation of payment for Stock
Appreciation Rights, the "Fair Market Value" of a share of Common Stock
shall be the average of the high and low sale prices per share of Common
Stock on the NASDAQ National Market System, composite tape or other
recognized market source, as determined by the Committee, with respect to
the date on which such Fair Market Value is to be determined, or if there
is no trading of Common Stock on such date, then the average of such high
and low sales prices on the last previous day on which a sale is reported.

(2) With respect to calculating the payment due upon
exercise of a Stock Appreciation Right, the "Fair Market Value" of a share
of Common Stock at the time of exercise shall be the average of the closing
price per share of Common Stock on the NASDAQ National Market System,
composite tape or other recognized market source, as determined by the
Committee, during the ten (10) day period commencing on the third (3rd)
business day after the Company's quarterly earnings have been reported and
ending on the twelfth (12th) business day after such earnings have been
reported.

(o) "Incentive Award" means a Stock Option, Stock Appreciation
Right, Restricted Stock Award or Stock-Based Award granted under the Plan.

(p) "Incentive Stock Option" means a Stock Option that is
intended to meet the requirements of Section 422 of the Code and
regulations thereunder.

(q) "Non-Qualified Stock Option" means a Stock Option other than
an Incentive Stock Option.

(r) "Participant" means any Eligible Key Employee selected to
receive an Incentive Award under the Plan.

(s) "Plan" means the Super Rite Corporation Omnibus Stock
Incentive Plan as set forth herein, as it may be amended from time to time.

(t) "Restricted Stock Award" means an award of shares of Common
Stock that is subject to the restrictions set forth under Section 8.

(u) "Stock Appreciation Right" means the right to receive an
amount up to the excess of the Fair Market Value or Adjusted Fair Market
Value, as the case may be, of a share of Common Stock (as determined as set
forth in Section 2(n)(2) hereof), over (i) if the Stock Appreciation Right
is not related to a Stock Option, the Fair Market Value of a share of
Common Stock on the date the Stock Appreciation Right was granted, or (ii)
if the Stock Appreciation Right is related to a Stock Option, the purchase
price of a share of Common Stock specified in the related Stock Option, and
pursuant to such further terms and conditions as are provided under Section
7.

(v) "Stock-Based Award" means any award granted under Section 9.

(w) "Stock Option" means a right to purchase Common Stock.

(x) "Ten-Percent Stockholder" means an Eligible Key Employee
who, at the time an Incentive Stock Option is to be granted to him or her,
owns (within the meaning of Section 422(b)(6) of the Code) stock possessing
more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary thereof.

3. Shares of Common Stock Subject to the Plan.

(a) Subject to the provisions of Sections 3(c) and 10 hereof,
the aggregate
number of shares of Common Stock that may be issued or transferred pursuant
to Incentive Awards under the Plan will not exceed 1,000,000 shares.

(b) The Common Stock to be delivered under the Plan will be made
available,
at the discretion of the Board or the Committee, either from authorized but
unissued shares, treasury shares or shares to be purchased or acquired by
the Company.

(c) If any Incentive Award shall expire or terminate for any
reason, without being exercised or paid, shares of Common Stock subject to
such Incentive Award shall again be available for grant in connection with
subsequent Incentive Awards. Shares as to which a Stock Option has been
surrendered in connection with the exercise of a related Stock Appreciation
Right or with respect to Stock-Based Awards for which other consideration
in lieu of shares has been paid, will not be available for grant in
connection with subsequent Incentive Awards.

4. Administration of the Plan.

(a) The Plan will be administered by the Committee, which will
consist of two (2) or more members of the Board of Directors who are
Disinterested Persons.

(b) The Committee has and may exercise such powers and authority
of the Board as may be necessary or appropriate for the Committee to carry
out its functions described in the Plan. Each Incentive Award will be
evidenced by a written instrument and may include any other terms and
conditions consistent with the Plan, as the Committee may determine. The
Committee also has authority to interpret the Plan, to determine the terms
and provisions of the respective Incentive Award agreements and to make all
other determinations necessary or advisable for the Plan administration.
The Committee has authority to prescribe, amend, and rescind rules and
regulations relating to the Plan. All interpretations, determinations and
actions by the Committee will be final, conclusive and binding upon all
parties. Any action of the Committee with respect to the administration of
the Plan shall be taken pursuant to a majority vote or by the unanimous
written consent of its members.

(c) No member of the Board or the Committee and no Employee will
be personally liable for any action taken, or determination or omission
made, in good faith with respect to the Plan or any Incentive Awards
granted thereunder. All members of the Committee shall be fully indemnified
by the Company with respect to any such action, determination or
interpretation.

5. Participation

(a) Subject to the express terms and conditions set forth
herein, the Committee shall have the authority in its discretion, to
designate those Eligible Key Employees, if any, to be granted Incentive
Awards under the Plan, the type of awards granted, the number of shares,
options, rights or units, as the case may be, which shall be granted to
each such Eligible Key Employee, and any other terms or conditions relating
to the awards as it may deem appropriate. An individual who has been
granted an Incentive Award may, if otherwise eligible, be granted
additional Incentive Awards.

(b) No person who is a Ten-Percent Stockholder will be eligible
for the grant of any Incentive Stock Option unless, at the time such
Incentive Stock Option is granted, the purchase price thereof is at least
110% of the Fair Market Value on the date of grant and the Incentive Stock
Option by its terms is not exercisable after the expiration of five (5)
years from the date of grant.

(c) Incentive Awards may be granted to a director of the Company
provided that the director is also a full-time officer or salaried employee
of the Company.

(d) Except as otherwise provided herein or as determined by the
Committee, no Incentive Award may be exercised and no amount of property
under any Incentive Award shall be paid unless the Participant is at such
time in the full-time employ of the Company, and shall have been
continuously so employed by the Company since the date the Incentive Award
was awarded. A leave of absence, unless otherwise determined by the
Committee, shall not constitute a cessation of full-time employment when
the Participant is on military, sick leave or other bona fide leave of
absence (such as temporary government employment) if such period of leave
does not exceed ninety (90) days, or such longer period so long as the
right to reemployment of the individual with the Company is guaranteed
either by statute or by contract or is otherwise approved by the Committee.

(e) The rights under an Incentive Award which have accrued in
accordance with the provisions of this Plan, may be exercised in whole or
in part at the time of such accruals or at any time or times thereafter
until the expiration of such rights.

6. Terms and Conditions of Stock Options

(a) The Committee may grant Stock Options in accordance with the
Plan, the terms and conditions of which shall be set forth in an agreement.
Stock Options granted may be in the form of Incentive Stock Options within
the meaning of Section 422 of the Code or Non-Qualified Stock Options.

(b) The purchase price per share of Common Stock under each
Stock Option will be determined by the Committee, but may not be less than
the Fair Market Value of a share of Common Stock on the date of grant. In
the event Incentive Stock Options are granted to an Eligible Key Employee
who is a Ten-Percent Stockholder, the purchase price per share of Common
Stock under each Stock Option shall not be less than 110% of the Fair
Market Value of a share of Common Stock at the time the Stock Option is
granted.

(c) Each Stock Option granted under the Plan shall be
exercisable as to twenty-five (25%) of the shares of Common Stock
originally subject to such Stock Option on the first anniversary of the
date of grant thereof and as to an additional twenty-five percent (25%) of
such shares on each of the second, third and fourth anniversaries of such
date of grant. Each such Stock Option shall cease to be exercisable after
the expiration of five (5) years from the date of grant thereof.

(d) In the event the Committee grants an Incentive Stock Option,
the aggregate fair market value (determined as of the time such Stock
Option is granted) of the shares of Common Stock with respect to which any
Participant may be granted Incentive Stock Options in any calendar year
(under the Plan or any other stock option plans of the Company or any
parent or subsidiary of the Company) shall not exceed $100,000.

(e) In order to exercise any Stock Option granted under this
Plan, a Participant must give notice in writing to the Company of his or
her intention to purchase and specify the number of shares as to which he
or she intends to exercise such option. Upon the date or dates specified
for such exercise the purchase price will be payable in full in cash or its
equivalent acceptable to the Company. To the extent provided by the Stock
Option, the purchase price may be paid by the assignment and delivery to
the Company of shares of Common Stock or a combination of cash and such
shares equal in value to the purchase price. Any shares so assigned and
delivered to the Company in payment or partial payment of the purchase
price will be valued at their Fair Market Value on the exercise date.

(f) Notwithstanding any other provision of the Plan,
Participants who dispose of shares of Common Stock acquired on the exercise
of an Incentive Stock Option by sale or exchange either (i) within two
years after the date of grant of the Stock Option under which the stock was
acquired or (ii) within one year after the transfer of such shares to them
pursuant to exercise shall notify the Company of such disposition and of
the amount realized and of their adjusted basis in such shares.

(g) Effect in Chance in Control. In the event of a change in
Control,

(i) each Stock Option outstanding on the date of such
Change in Control and which was granted to a Participant more than six
(6) months prior to such date shall, immediately and without further
action, be canceled in exchange for a cash payment to such Participant
in an amount equal to the excess, if any of (A) in the case of a Non-
Qualified Stock Option, the Adjusted Fair Market Value of the shares
of Common Stock subject to the Stock Option or portion thereof
canceled or (B) in the case of an Incentive Stock Option, the Fair
Market Value of the shares of Common Stock subject to the Stock Option
or portion thereof canceled, over the aggregate purchase price for
such shares of Common Stock under the Stock option; and

(ii) all other Stock Options outstanding on the date of
such Change in Control shall, for a period of sixty (60) days
following such Change in Control, become immediately and full
exercisable.

(h) Subject to the terms of the Plan, the Committee may modify
outstanding Stock Options or accept the surrender of outstanding Stock
Options (to the extend not exercised) and grant new Stock Options in
substitution for them. Notwithstanding the foregoing, no modification of a
Stock Option shall alter or impair any rights or obligations under the
Stock Option without the Participant's written consent.

(i) No fractional shares will be issued pursuant to the exercise
of a Stock Option; payment for fractional shares will be made in cash.

7. Terms and Conditions of Stock Appreciation Rights.

(a) The Committee may, in its discretion, grant a Stock
Appreciation Right either alone or in connection with a Stock Option,
either at the time of grant or at any time thereafter during the term of
the Stock Option, or may be granted unrelated to a Stock Option.

(b) A Stock Appreciation Right related to a Stock Option shall
require the holder, upon exercise, to surrender such Stock Option with
respect to the number of shares as to which such Stock Appreciation Right
is exercised, in order to receive payment of any amount computed pursuant
to Section 7(f). Such Stock Option will, to the extent surrendered, then
cease to be exercisable.

(c) In the case of Stock Appreciation Rights granted in relation
to Stock Options, if the Stock Appreciation Right covers as many shares as
the related Stock Option, the exercise of a related Stock Option shall
cause the number of shares covered by the Stock Appreciation Right to be
reduced by the number of shares with respect to which the related Stock
Option is exercised. If the Stock Appreciation Right covers fewer shares
than the related Stock Option, when a portion of the related Stock Option
is exercised, the number of shares subject to the unexercised Stock
Appreciation Right shall be reduced only to the extent necessary so that
the number of remaining shares subject to the Stock Appreciation Right is
not more than the remaining shares subject to the Stock Option.

(d) Subject to Section 7(j) and to such rules and restrictions
as the Committee may impose, a Stock Appreciation Right granted in
connection with a Stock Option will be exercisable at such time or times,
and only to the extent that a related Stock Option is exercisable, and will
not be transferable except to the extent that such related Stock Option may
be transferable. Unless otherwise specified by the Committee, a Stock
Appreciation Right granted in connection with an Incentive Stock Option
shall be exercisable only if the Fair Market Value of a share of Common
Stock as determined pursuant to Section 2(n)(2) hereof exceeds the purchase
price specified in the related Incentive Stock Option.

(e) Each Stock Appreciation Right granted without relationship
to a Stock Option shall be exercisable as to twenty-five percent (25%) of
the shares of the first anniversary of the date of grant thereof and as to
an additional twenty-five percent (25%) of such shares on each of the
second, third and fourth anniversaries of such date of grant. Each such
Stock Appreciation Right shall cease to be exercisable after the expiration
of five (5) years from the date of grant thereof.

(f) Upon the exercise of a Stock Appreciation Right related to a
Stock Option, the holder will be entitled to receive payment of an amount
determined by multiplying

(i) the difference obtained by subtracting the purchase
price of a share of Common Stock specified in the related Stock Option
from the Fair Market Value of a share of Common Stock as determined
pursuant to Section 2(n)(2) hereof, by

(ii) the number of shares as to which Stock Appreciation
Right has been exercised.

(g) A Stock Appreciation Right granted without relationship to a
Stock Option will entitle the holder, upon exercise of the Stock
Appreciation Right, to receive payment of an amount determined by
multiplying

(i) the difference obtained by subtracting the Fair Market
Value of a share of Common Stock on the date the Stock Appreciation
Right is granted from the Fair Market Value of a share of Common Stock
as determined pursuant to Section 2(n)(2) hereof, by

(ii) the number of shares as to which such Stock
Appreciation Right has been exercised.

(h) Notwithstanding paragraphs (f) and (g) above, the Committee
may place a limitation on the amount payable upon exercise of a Stock
Appreciation Right. Any such limitation must be determined as to the date
of grant and noted on the instrument evidencing the Participant's Stock
Appreciation Right granted hereunder.

(i) Payment of the amount determined under paragraphs (f) and
(g) above may be made solely in whole shares of Common Stock valued at
their Fair Market Value on the date of exercise of the Stock Appreciation
Right or alternatively, in the sole discretion of the Committee, solely in
cash or a combination of cash and shares of Common stock. If the Committee
decides that full payment will be made in shares of Common Stock, and the
amount payable results in a fractional share, payment for the fractional
share will be made in cash.

(j) So long as required by the federal securities laws, no Stock
Appreciation Right grants to an Employee subject to Section 16 of the
Exchange Act may be exercised less than six months after the date of grant
except in the event death or disability of such Employee occurs before the
expiration of the six month period; and, except as otherwise permitted
under Section 16b-3(e)(iii) of the Exchange Act or any successor provision,
any exercise of a Stock Appreciation Right for cash will be made only
during the period beginning on the third business day following the date of
release for publication of the Company's regular quarterly or annual
summary statement of revenues and income (assuming such financial data
appears on a wire service, in a financial news service, or in a newspaper
of general circulation, or is otherwise made publicly available) and ending
on the twelfth business day following such date.

(k) The Committee may impose such additional conditions or
limitations on the exercise of a Stock Appreciation Right as it may deem
necessary or desirable to secure for the holder of such Stock Appreciation
Rights the benefits of Section 16b-3 promulgated under Section 16(b) of the
Exchange Act, or any successor provision in effect at the time of grant or
exercise of a Stock Appreciation Right or as it may otherwise deem
advisable.

(l) Effect of Change in Control. In the event of a Change in
Control, subject to Section 7(k) hereof, each Stock Appreciation Right
outstanding on the date of such Change in Control which was granted more
than six (6) months prior to such date other than a Stock Appreciation
Right granted in connection with a Stock Option shall, immediately and
without further action, be canceled in exchange for a cash payment equal to
the amount determined under paragraph (g) hereof except using the Adjusted
Fair Market Value of the shares of Common Stock subject to such Stock
Appreciation Right as of the date of such Change in Control rather than the
Fair Market Value of such shares.

8. Restricted Stock Awards

(a) Grants of Awards. Restricted Stock Awards may be granted
under the Plan in such form and on such terms and conditions as the
Committee may from time to time approve. Such Restricted Stock Awards shall
be awarded for no cash or such cash as shall be required to comply with
applicable laws. Each such award shall be evidenced by a written agreement
between the Company and the recipient of such award. Restricted Stock
Awards may be granted alone, in addition to or in tandem with other
Incentive Awards under the Plan. subject to the terms of the Plan, the
Committee shall determine the number of shares of Restricted Stock to be
awarded to a Participant and the Committee may impose different terms and
conditions on any particular Restricted Stock Award made to any
Participant. Each Participant receiving a Restricted Stock Award shall be
issued a stock certificate in respect of such shares of Common Stock. Such
certificate shall be registered in the name of such Participant, shall be
accompanied by a stock power duly executed by such Participant, and shall
bear an appropriate legend referring to the terms, conditions and
restrictions applicable to such award. The stock certificate evidencing
such shares shall be held in custody by the Company or its designee, as
escrow holder, until the restrictions thereon shall have lapsed.

(b) Restriction Period. At the time of a Restricted Stock
Award, the Committee shall establish, for all shares which are then being
awarded to a Participant or for each portion of the total shares, a period
of time commencing with the date of the award, which shall be known as the
"Restriction Period". A Participant may elect, subject to the approval of
the Committee, to extend the Restriction Period applicable to all or any
portion of shares of the Company's Common Stock awarded the Participant
pursuant to this Plan by notifying the Committee, in accordance with the
rules and procedures established by the Committee, of (i) the Participant's
election to extend the Restriction Period, (ii) the Restricted Stock Award
or portion thereof to which the extension would apply and (iii) the period
of time for the extension which shall in no event be less than two (2)
years. A Participant may exercise the aforesaid election only once with
respect to each Restricted Stock Award. During any such extension of a
Restriction Period, the Participant and the shares of Common Stock to which
such extension applies shall continue to be subject to all provisions of
this Plan.

During the Restriction Period, the shares of the Company's Common
Stock awarded pursuant to this Section 8 shall be known as "Restricted
Stock". The Restricted Stock awarded hereunder may not be sold, exchanged,
transferred, pledged or otherwise encumbered or disposed of other than to
the Company during the Restriction Period.

(c) Early Termination of Restriction. If a Participant dies,
retires under the terms of any Company retirement program or contract
establishing retirement provisions or conditions, or, in the opinion of the
Committee, suffers a permanent disability,of if any other circumstance
occurs which in the opinion of the Committee warrants expiration of the
restrictions, the restrictions on any shares previously awarded to him or
her shall immediately expire, except that restrictions, if any, under the
Securities Act of 1933, as amended (the "Securities Act"), shall remain in
full force and effect. If, prior to the termination of the Restriction
Period, a Participant ceases to be employed by the Company for any reason
other than those described above, then unless otherwise determined by the
Committee, all Restricted Stock transferred to such Participant pursuant to
this Plan shall be forfeited and shall revert to the Company.

(d) Rights as a Shareholder. A Participant shall have, with
respect to the shares of Common Stock issued under a Restricted Stock
Award, all of the rights of a shareholder of the Company, including the
right to vote the shares, and the right to receive any cash dividends.
Stock dividends issued with respect to the shares covered by a Restricted
Stock Award shall be treated as additional shares under the Restricted
Stock Award and shall be subject to the same restrictions and other terms
and conditions that apply to shares under the Restricted Stock Award with
respect to which such dividends are issued.

(e) In the event of a Change in Control, all restrictions upon
any Shares of Restricted Stock shall lapse immediately and all such shares
shall become fully vested in the Participant.

9. Stock-Based Awards

The Committee may grant awards of shares, share units, or cash payments
valued with reference to the Fair Market Value of Common Stock, including
(without limitation) performance shares, performance share units and tax-
offset payments, either alone or in addition to or in tandem with other
Incentive Awards under the Plan. Subject to the provisions of the Plan,
the Committee shall have complete discretion to determine the terms and
conditions applicable to such awards. Such terms and conditions may
require, among other things, continued employment and/or attainment of
specified performance objectives. The Committee shall determine whether
awards granted under this Section 9 shall be settled in cash, shares of
Common Stock or a combination of cash and shares of Common Stock.

10. Adjustment Provisions

(a) If the outstanding shares of Common Stock are increased,
decreased or exchanged for a different number or kind of shares or other
securities, or if additional shares or new or different shares or other
securities are distributed with respect to such shares of Common Stock or
other securities, through merger, consolidation, sale of all or
substantially all the property of the Company, reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse
stock split, extraordinary dividend, offering of rights or warrants or
other distribution with respect to such shares of Common Stock or other
securities, or other similar corporate transactions or events affecting the
Common Stock, an appropriate and proportionate adjustment in order to
preserve the benefits or potential benefits intended to be made available
to the Participants may be made in the discretion of the Committee in any
or all of the following: (i) the maximum number and kind of shares
provided in Section 3, (ii) the number and kind of shares or other
securities subject to the then-outstanding Incentive Awards, and (iii) the
price for each share or other unit of any other securities subject to then
outstanding Incentive Awards, subject in all cases to all of the
conditions, restrictions and other terms which were applicable to such
Incentive Awards prior to such adjustment. Alternatively, such distribution
may be made by a payment in cash to a Participant.

(b) Adjustments under Section 10(a) may be made by the
Committee, whose determination as to what adjustments will be made and the
extent thereof will be final, binding, and conclusive. No fractional
interests will be issued under the Plan on account of any such adjustments.

(b) Upon the dissolution or liquidation of the Company, or upon
a reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving
corporation, or upon the sale of substantially all of the property or stock
of the Company to another corporation, or upon the occurrence of any event
described in Section 10(a), the securities, cash and other property which
an Employee would be entitled by reason of such transaction to receive with
respect to Restricted Stock then subject to any restrictions under the Plan
shall be deposited with the Company or its designee, and the securities,
cash and other property so deposited shall, except as the Committee may
have otherwise determined, be held subject to the same restrictions, terms
and conditions under the Plan as shall have been applicable to such shares
on the effective date of such transaction.

11. General Provisions

(a) No Right to Continued Employment. Nothing in the Plan or in
any agreement or other instrument executed pursuant to the Plan will confer
upon any Participant any right to continue in the employ of the Company or
affect the right of the Company to terminate the employment of any
Participant at any time for any reason.

(b) Compliance with Applicable Laws. No shares of Common Stock
will be issued or transferred pursuant to an Incentive Award unless and
until all then applicable requirements imposed by federal and state
securities and other laws, rules and regulations and by any regulatory
agencies having jurisdiction and by any stock exchanges upon which the
Common Stock may be listed, have been fully met. As a condition precedent
to the issuance of shares pursuant to the grant or exercise of an Incentive
Award, the Company may require the Participant to take any reasonable
action to meet such requirements.

(c) No Rights to Shares of Common Stock Prior to Issuance or
Transfer. No Participant and no beneficiary or other person claiming under
or through such Participant will have any right, title or interest in or to
any shares of Common Stock allocated or reserved under the Plan or subject
to any Incentive Award except as to such shares of Common Stock, if any,
that have been issued or transferred to such Participant, beneficiary or
other person including any shares of Restricted Stock which have been
issued but are being held in custody until the expiration of the
Restriction Period.

(d) Tax Withholdings (i) The Company may make such provisions
as it deems appropriate to withhold any taxes the Company determines it is
required to withhold, including withholding cash compensation, in
connection with any Incentive Award or may take such other action which in
the opinion of the Company is necessary to satisfy all its obligations. The
Company may require the Participant to satisfy any relevant tax
requirements before authorizing any issuance of Common Stock to the
Participant.

(ii) The Committee may provide that, if and to the extent
withholding of any federal, state or local tax is required in connection
with the exercise of a Stock Option, the Participant may elect, at such
time and in such manner as the Committee shall prescribe, to have the
Company hold back from the shares to be delivered, shares of Common Stock
having a value calculated to satisfy such withholding obligations.
Notwithstanding the foregoing, in the case of a Participant subject to the
reporting requirements of Section 16(a) of the Exchange Act, no such
election shall be effective unless made in compliance with any applicable
requirements of Section 16b-3(e) or any successor Rule under the Exchange
Act.

(e) Transferability and/or Encumbrance. Except under such rules
and regulations as the Committee may establish pursuant to the terms of the
Plan, no Incentive Award and no right under the Plan, contingent or
otherwise, other than Restricted Stock on which restrictions have lapsed,
will be (i) transferable by a Participant except by will or by the laws of
descent and distribution or (ii) subject to any encumbrance, pledge or
charge of any nature.

(f) Death of Participant. In the event of the death of a
Participant, his or her option or other right granted pursuant to an
Incentive Award shall be exercisable any time prior to the expiration of
the option or exercise period or prior to the expiration of one year after
the date of such Participant's death, whichever occurs first, by the
executors or administrators of the Participant or by the person or persons
to whom such Participant's rights shall pass by such Participant's will, or
by the laws of descent and distribution of the state of his or her domicile
at the time of death. Such exercise after the death of a Participant shall
be allowed only if, and to the extent that, such Participant was otherwise
entitled under this Plan to exercise such option or other right at the date
of his or her death. To the extent that an option or other right under an
Incentive Award shall not have been exercised within the limited period
provided in this paragraph, all further rights to such Incentive Award
shall cease and terminate at the expiration of such period.

(g) Termination of Employment. In the event of the termination
of a Participant's employment other than by reason of his or her death or
for Cause, all rights of the Participant to exercise his or her option or
other Incentive Award which he or she was entitled to exercise at the time
of termination shall continue for a period of ninety (90) days after
termination or such other period as may be determined by the Committee.
Unless the-Committee in its discretion shall determine otherwise, any
option which has not yet become exercisable in whole or in part at the time
of termination, will no longer be exercisable after such termination of
employment. If the Participant dies within said period without having fullY
exercised his or her options or other rights granted pursuant to this Plan,
then the executors or administrators of the Participant or the person or
persons to whom such Participant's rights under such options or other
rights shall pass by will, or by the laws of descent and distribution of
the state of his or her domicile at the time of death, shall have the right
to exercise such options or other rights during the remainder of said
period.

(h) Effect of Death or Termination on Holder of Restricted
Stock. Notwithstanding anything in Section ll(fl or (g) to the contrary,
the effect of death or termination of employment on the recipient of an
award of Restricted Stock shall be determined in accordance with Section
8(c).

(i) Investment Representations and Restrictive legends. If the
Committee in its sole discretion determines that such procedure is or may
be desirable, it may require the Participant, on any exercise or payment of
an Incentive Award, or any portion thereof, and as a condition to the
Company's obligation to deliver to the Participant certificates
representing shares of Common Stock to execute and deliver to the Company a
written statement, in form satisfactory to the Company, representing and
warranting that his or her purchase or receipt of shares of Common Stock,
is for his or her own account for investment and not with a view to resale
or distribution thereof and that any subsequent sale or offer for sale of
any such shares shall be made pursuant to either (A) a registration
statement on an appropriate form under the Securities Act of 1933, as
amended, which has become effective and is current with respect to the
shares being offered and sold or (B) a specific exemption from the
registration requirements of the Securities Act of 1933, as amended, but in
claiming such exemption the Participant shall before any sale or offer for
sale of such shares, obtain a favorable written opinion from counsel for or
approved by the Company as to the availability of such exemption. The
Company may endorse an appropriate legend referring to the foregoing
restrictions or other restrictions which may be applied under the Plan on
the certificate or certificates representing any shares of Common Stock
issued or transferred to a Participant under any Incentive Award granted
under the Plan.

(j) Consents or Approvals. If at any time the Board or the
Committee shall in its discretion determine that the listing, registration
or qualification of the shares of Common Stock covered by the Plan on any
national securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body, is necessary or
desirable as a condition to or in connection with the sale or transfer of
shares of Common Stock under the Plan, no shares will be delivered unless
and until such listing, registration, qualification, consent or approval
shall have been effected or obtained or otherwise provided for, free of any
conditions not acceptable to the Board or the Committee.

(k) Any Eligible Key Employee subject to Section 16 of the
Exchange Act who is granted an Incentive Award hereunder shall comply with
any reporting requirements as set forth in Section 16 of the Exchange Act
and the rules and regulations promulgated thereunder.

12. Amendment and Termination of Plan; Amendment of Incentive Awards

(a) the Board will have the power, in its discretion, to amend,
suspend or terminate the Plan at any time. No such amendment will, without
approval of the shareholders of the Company

(i) materially modify the requirements as to eligibility
for participation in the Plan;

(ii) materially increase the benefits accruing to
Participants under the Plan;

(iii) increase the number of shares of Common Stock subject
to the Plan, except as permitted in Section 10;

(iv) permit the granting of Stock Options, Stock
Appreciation Rights or Stock-Based Awards under this Plan at an
exercise or purchase price less than based on less 100% of the Fair
Market Value of the shares at the time the award is granted;

(v) permit exercise of a Stock Option or Stock-Based Award
unless full payment for the shares as to which the option or right is
exercised is made at the time of purchase;

provided, however, that notwithstanding anything to the contrary contained
herein or in any Stock Option agreement entered into pursuant hereto
relating to an Incentive Stock Option, this Plan and any such Stock Option
agreement shall be subject to amendment by action of the Board of Directors
to the extent necessary to comply with any applicable requirements of the
Code relating to favorable tax treatment of Incentive Stock Options.

(b) The Committee may refrain from designating any Participants
or may refrain from making any Incentive Awards, but such action shall not
be deemed a termination of the Plan. No Employee shall have any claim or
right to be granted Incentive Awards under the Plan.

13. Governing Law

The Plan and all rights hereunder shall be construed and governed in
accordance with the laws of the State of Delaware.

14. Effective Date of Plan and Duration of Plan

The Plan will become effective upon approval by the shareholders of Super
Rite Corporation The Plan will terminate, unless sooner terminated under
Section 12, on the tenth anniversary of the day on which the Plan is
adopted by the shareholders.

<PAGE>

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The VSCA permits, and the Articles of Incorporation of Richfood require,
indemnification of Richfood's directors and officers in a variety of
circumstances, which may include liabilities under the Securities Act. Under
sections 13.1-697 and 13.1-702 of the VSCA, a Virginia corporation generally is
authorized to indemnify its directors and officers in civil or criminal actions
if they acted in good faith and, in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful. Richfood's Articles
require indemnification of directors and officers with respect to any liability,
expenses and other amounts incurred by them by reason of having been a director
or officer, except in the case of willful misconduct or a knowing violation of
criminal law. Richfood's Articles of Incorporation provide that, to the full
extent that the VSCA permits elimination of the liability of directors or
officers, no director or officer of Richfood shall be liable to Richfood or its
shareholders for any monetary damages. Richfood may purchase insurance on behalf
of directors, officers, employees and agents that may cover liabilities under
the Securities Act.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) The following are filed as exhibits to this Registration Statement.

<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
<S> <C>
2.1 Agreement and Plan of Reorganization, dated June 26, 1995, by and between Richfood
Holdings, Inc. and Super Rite Corporation (included as Appendix I to the Joint Proxy
Statement/Prospectus)
2.2 Plan of Merger of SR Acquisition, Inc. with and into Super Rite Corporation (included as
Appendix II to the Joint Proxy Statement/Prospectus)
4.1 Articles III and IV of the Amended and Restated Articles of Incorporation of Richfood(1)
4.2 Article V of the Amended and Restated Bylaws of Richfood(2)
4.3 Second Amended and Restated Credit Agreement, dated November 1, 1993, between Richfood and
Crestar Bank(3)
4.4 Letter Agreement, dated July 31, 1994, between Richfood and Crestar Bank, amending the
Second Amended and Restated Credit Agreement(2)
The Registrant agrees to furnish to the Securities and Exchange Commission, upon request,
copies of those agreements defining the rights of holders of long-term debt of the
Registrant and its subsidiaries that are not filed herewith pursuant to Item 601(b)(4)(iii)
of Regulation S-K.
4.5 Note Agreement, dated as of June 15, 1993, with respect to Richfood's 6.15% Senior Notes
due 2000(4)
5 Opinion of Hunton & Williams
8.1 Tax Opinion of Hunton & Williams
8.2 Tax Opinion of Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.
11 Computation of Net Earnings per Common Share(2)(5)
15 Letter of Coopers & Lybrand, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Coopers & Lybrand, L.L.P.
23.3 Consent of Hunton & Williams (included as part of Exhibits 5 and 8.1)
23.4 Consent of Neuberger, Quinn, Gielen, Rubin & Gibber, P.A. (included as part of Exhibit 8.2)
23.5 Consent of Wheat, First Securities, Inc.
23.6 Consent of Donaldson Lufkin & Jenerette Securities Corporation
24 Powers of Attorney (on signature page)
99.1 Forms of Richfood Holdings, Inc. proxy cards
99.2 Form of Super Rite Corporation proxy card
</TABLE>

(1) Incorporated by reference to Richfood's Quarterly Report on Form 10-Q for
the twelve week period ended July 24, 1993

(2) Incorporated by reference to Richfood's Annual Report on Form 10-K for the
fiscal year ended April 29, 1995

(3) Incorporated by reference to Richfood's Annual Report on Form 10-K for the
fiscal year ended April 30, 1994

(4) Incorporated by reference to Richfood's Annual Report on Form 10-K for the
fiscal year ended May 1, 1993

(5) Incorporated by reference to Richfood's Quarterly Report on Form 10-Q for
the twelve week period ended July 22, 1995

II-1

<PAGE>
ITEM 22. UNDERTAKINGS

A. The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.

D. The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (C) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

E. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

F. The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

G. The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-2

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Richmond, Commonwealth of
Virginia, on the 6th day of September, 1995.

RICHFOOD HOLDINGS, INC.

/s/ DONALD D. BENNETT
NAME: DONALD D. BENNETT
TITLE: CHAIRMAN OF THE BOARD OF
DIRECTORS
AND CHIEF EXECUTIVE OFFICER

POWER OF ATTORNEY

Each of the directors and/or officers of Richfood Holdings, Inc. whose
signature appears below hereby appoints Donald D. Bennett, John E. Stokely, and
Daniel R. Schnur, or any of them, as his attorney-in-fact to sign in his name
and on his behalf in any and all capacities stated below, and to file with the
Securities and Exchange Commission, any and all amendments, including
post-effective amendments, to this Registration Statement, making such changes
in the Registration Statement as appropriate, and generally to do all such
things on his behalf in his capacity as a director and/or officer to enable
Richfood Holdings, Inc. to comply with the provisions of the Securities Act of
1933 and all requirements of the Securities and Exchange Commission.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 6, 1995.

<TABLE>
<CAPTION>
SIGNATURE TITLE

<S> <C> <C>
/s/ DONALD D. BENNETT Chairman of the Board of Directors and
DONALD D. BENNETT Chief Executive Officer (principal
executive officer)

/s/ JOHN E. STOKELY Director, President and
JOHN E. STOKELY Chief Operating Officer

/s/ JOHN V. MARKLIN Senior Vice President-Finance and Chief
JOHN V. MARKLIN Financial Officer
(principal financial officer)

/s/ DAVID W. HOOVER Vice President-Finance
DAVID W. HOOVER (principal accounting officer)

/s/ ROGER L. GREGORY Director
ROGER L. GREGORY

/s/ GRACE E. HARRIS Director
GRACE E. HARRIS

/s/ JOHN C. JAMISON Director
JOHN C. JAMISON
</TABLE>

II-3

<PAGE>

<TABLE>
<CAPTION>
SIGNATURE TITLE

<S> <C> <C>
/s/ MICHAEL E. JULIAN, JR. Director
MICHAEL E. JULIAN, JR.

/s/ G. GILMER MINOR, III Director
G. GILMER MINOR, III

/s/ CLAUDE B. OWEN, JR. Director
CLAUDE B. OWEN, JR.

/s/ JOHN F. ROTELLE Director
JOHN F. ROTELLE

/s/ ALBERT F. SLOAN Director
ALBERT F. SLOAN

/s/ GEORGE H. THOMAZIN Director
GEORGE H. THOMAZIN

/s/ JAMES E. UKROP Director
JAMES E. UKROP

/s/ EDWARD VILLANUEVA Director
EDWARD VILLANUEVA
</TABLE>

II-4

<PAGE>
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NO.
<S> <C> <C>
2.1 Agreement and Plan of Reorganization, dated June 26, 1995, by and between Richfood
Holdings, Inc. and Super Rite Corporation (included as Appendix I to the Joint
Proxy Statement/Prospectus)
2.2 Plan of Merger of SR Acquisition, Inc. with and into Super Rite Corporation
(included as Appendix II to the Joint Proxy Statement/Prospectus)
4.1 Articles III and IV of the Amended and Restated Articles of Incorporation of
Richfood(1)
4.2 Article V of the Amended and Restated Bylaws of Richfood(2)
4.3 Second Amended and Restated Credit Agreement, dated November 1, 1993, between
Richfood and Crestar Bank(3)
4.4 Letter Agreement, dated July 31, 1994, between Richfood and Crestar Bank, amending
the Second Amended and Restated Credit Agreement(2)
4.5 Note Agreement, dated as of June 15, 1993, with respect to Richfood's 6.15% Senior
Notes due 2000(4)
5 Opinion of Hunton & Williams
8.1 Tax Opinion of Hunton & Williams
8.2 Tax Opinion of Neuberger, Quinn, Gielen, Rubin & Gibber, P.A.
11 Computation of Net Earnings per Common Share(2)(5)
15 Letter of Coopers & Lybrand, L.L.P.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Coopers & Lybrand, L.L.P.
23.3 Consent of Hunton & Williams (included as part of Exhibits 5 and 8.1)
23.4 Consent of Neuberger, Quinn, Gielen, Rubin & Gibber, P.A. (included as part of
Exhibit 8.2)
23.5 Consent of Wheat, First Securities, Inc.
23.6 Consent of Donaldson Lufkin & Jenerette Securities Corporation
24 Powers of Attorney (on signature page)
99.1 Forms of Richfood Holdings, Inc. proxy cards
99.2 Form of Super Rite Corporation proxy card
</TABLE>

(1) Incorporated by reference to Richfood's Quarterly Report on Form 10-Q for
the twelve week period ended July 24, 1993

(2) Incorporated by reference to Richfood's Annual Report on Form 10-K for the
fiscal year ended April 29, 1995

(3) Incorporated by reference to Richfood's Annual Report on Form 10-K for the
fiscal year ended April 30, 1994

(4) Incorporated by reference to Richfood's Annual Report on Form 10-K for the
fiscal year ended May 1, 1993

(5) Incorporated by reference to Richfood's Quarterly Report on Form 10-Q for
the twelve week period ended July 22, 1995

FILE NO.: 41663.95

September 7, 1995

Board of Directors
Richfood Holdings, Inc.
8258 Richfood Road
Mechanicsville, Virginia 23111

RICHFOOD HOLDINGS, INC.
REGISTRATION STATEMENT ON FORM S-4

Gentlemen:

We have acted as counsel to Richfood Holdings, Inc., a Virginia
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-4 (the "Registration Statement") relating to the
proposed merger (the "Merger") of SR Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of the Company, with and into Super
Rite Corporation, a Delaware corporation ("Super Rite"), as provided for in
the Agreement and Plan of Reorganization dated as of June 26, 1995 (the
"Reorganization Agreement"), and the related Plan of Merger (the "Plan of
Merger"), which contemplates the issuance of up to 10,011,091 shares of the
Company's common stock, no par value ("Common Stock"), to holders as of the
effective time of the Merger of outstanding shares of Super Rite common
stock, no par value, $.01 stated value per share.

In rendering this opinion, we have reviewed the Company's Amended and
Restated Articles of Incorporation as filed with the Virginia State
Corporation Commission, the Registration Statement and such corporate
records of the Company and certificates of officers of the Company and of
public officials as we have deemed necessary.

Based upon the foregoing and the further qualifications stated below,
we are of the opinion that:

1. The Company has been duly incorporated and is validly existing
and in good standing under the laws of the Commonwealth of Virginia.

2. The 10,011,091 shares of Common Stock covered by the Registration
Statement have been duly authorized and, when issued in the Merger pursuant
to the Plan of Merger, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made in reference to our firm
under the heading "LEGAL MATTERS" in the prospectus that is included in the
Registration Statement.

Very truly yours,

[HUNTON & WILLIAMS LETTERHEAD]

Exhibit 8.1

September 7, 1995

Richfood Holdings, Inc.
2000 Richfood Road
Mechanicsville, Virginia 23211

Super Rite Corporation
P.O. Box 2261
Harrisburg, Pennsylvania 17105

Merger of SR Acquisition, Inc.
Into Super Rite Corporation
Certain Federal Income Tax Matters

Gentlemen:

We have acted as counsel to Richfood Holdings, Inc., a
Virginia corporation ("Richfood"), in connection with the pro-
posed merger (the "Merger") of SR Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of Richfood formed for
purposes of effecting the Merger ("Acquisition"), into Super Rite
Corporation, a Delaware corporation ("Super Rite"), pursuant to
Delaware law.

In the Merger, each outstanding share of Super Rite
common stock, which is the only class of Super Rite stock out-
standing, is to be converted into 1.0205 shares of Richfood
common stock. Any Super Rite shareholder who becomes entitled to
a fractional share of Richfood common stock as a result of the
Merger, after aggregating all the shareholder's shares of Super
Rite common stock, will receive cash from Richfood in lieu of the
fractional share. Super Rite shareholders are not entitled to
exercise dissenter's rights with respect to the Merger. Each
outstanding share of Acquisition stock will be converted into one
share of Super Rite common stock in the Merger, thereby making
Super Rite a wholly-owned subsidiary of Richfood.

You have requested our opinion concerning certain
federal income tax consequences of the Merger. In giving this
opinion, we have reviewed the Agreement and Plan of Reorganiza-
tion (including the Plan of Merger) dated as of June 26, 1995,
between Richfood and Super Rite; the Form S-4 Registration
Statement under the Securities Act of 1933 relating to the Merger
(the "S-4"); and such other documents as we have considered
necessary. In addition, we have assumed the following:

1. The fair market value of the Richfood common stock
(including any fractional share interest) received by a Super
Rite shareholder in exchange for Super Rite common stock will be
approximately equal to the fair market value of the Super Rite
common stock surrendered in the exchange.

2. None of the compensation received by any share-
holder-employee of Super Rite will be separate consideration for,
or allocable to, any shares of Super Rite common stock; none of
the shares of Richfood common stock received by any shareholder-
employee in the Merger will be separate consideration for, or
allocable to, any employment agreement; and the compensation paid
to any shareholder-employee will be for services actually ren-
dered and will be commensurate with amounts paid to third parties
bargaining at arm's length for similar services.

3. The payment of cash in lieu of fractional shares
of Richfood common stock is solely for the purpose of avoiding
the expense and inconvenience to Richfood of issuing fractional
shares and does not represent separately bargained-for considera-
tion. The total cash consideration that will be paid in the
Merger to Super Rite shareholders in lieu of fractional shares of
Richfood common stock will not exceed one percent of the total
consideration that will be issued in the Merger to the Super Rite
shareholders in exchange for their Super Rite common stock.

4. No share of Super Rite common stock has been or
will be redeemed in anticipation of the Merger, and Super Rite
has not made and will not make any extraordinary distribution
with respect to its stock in anticipation of the Merger.

5. Richfood has no plan or intention to reacquire any
of its stock issued in the Merger or to make any extraordinary
distribution with respect to such stock.

6. There is no plan or intention by Super Rite
shareholders to sell, exchange, or otherwise dispose of a number
of shares of Richfood common stock received in the Merger that
would reduce the Super Rite shareholders' ownership of Richfood
common stock to a number of shares having a fair market value, as
of the effective date of the Merger, of less than 50 percent of
the fair market value of all the formerly outstanding Super Rite
common stock as of the same date. For this purpose, shares of
Super Rite common stock exchanged for cash in lieu of fractional
shares of Richfood common stock are treated as outstanding Super
Rite common stock on the effective date of the Merger. Moreover,
shares of Super Rite common stock and shares of Richfood common
stock held by Super Rite shareholders and otherwise sold,
redeemed, or disposed of before or after the Merger are con-
sidered in making the above determination.

7. With respect to any shareholder who directly or,
under the constructive ownership rules of section 318(a) as
modified by section 304(c) of the Internal Revenue Code (the
"Code"), indirectly owns 50 percent or more of the Super Rite
common stock, none of the Super Rite common stock held by such
shareholder is "qualified replacement property" subject to
section 1042(e) of the Code.

8. Following the Merger, Super Rite will hold (a) at
least 90 percent of the fair market value of the net assets and
at least 70 percent of the fair market value of the gross assets
held by Super Rite immediately before the Merger, and (b) at
least 90 percent of the fair market value of the net assets and
at least 70 percent of the fair market value of the gross assets
held by Acquisition immediately before the Merger. For this
purpose, amounts paid by Super Rite for its expenses related to
the Merger and any redemptions and distributions (except for
regular, normal dividends) made by Super Rite in connection with
the Merger are included as assets of Super Rite held immediately
before the Merger, but any assets transferred to Acquisition by
Richfood in connection with the Merger are not taken into
account.

9. On the effective date of the Merger, the fair
market value of Super Rite's assets will exceed the sum of its
liabilities plus the amount of liabilities, if any, to which its
assets are subject.

10. Following the Merger, Super Rite will continue its
historic business or use a significant portion of its historic
business assets in a business.

11. The liabilities of Acquisition, if any, that will
be assumed by Super Rite and the liabilities, if any, to which
the transferred assets of Acquisition are subject were, or will
have been, incurred by Acquisition in the ordinary course of
business.

12. Richfood owns, and immediately before the Merger
will own, all the outstanding stock of Acquisition; Acquisition
holds, and will hold, only those assets necessary for it to
effect the Merger.

13. There is no intercorporate indebtedness existing
between Super Rite and Richfood or Acquisition that was issued or
acquired or will be settled at a discount, and immediately after
the Merger, neither Richfood nor any subsidiary of Richfood will
hold any indebtedness of Super Rite or any subsidiary of Super
Rite that was acquired at a discount.

14. Following the Merger, Super Rite will not issue
additional shares of its stock that would result in Richfood's
owning less than 80 percent of the total combined voting power of
all classes of Super Rite's voting stock or less than 80 percent
of each class of Super Rite's nonvoting stock.

15. Richfood has no plan or intention to liquidate
Super Rite, to merge Super Rite into another corporation, to sell
or otherwise dispose of any stock of Super Rite, or (except for
dispositions made in the ordinary course of business) to cause
Super Rite to sell or otherwise dispose of any of its assets.

16. Super Rite has no plan or intention to sell or
otherwise dispose of any assets, except for dispositions made in
the ordinary course of business.

17. Richfood, Acquisition, Super Rite, and the share-
holders of Super Rite will pay their respective expenses, if any,
incurred in connection with the Merger, except that expenses
incurred in connection with printing and mailing the Joint Proxy
Statement/Prospectus and with printing and filing the Registra-
tion Statement will be shared equally by Richfood and Super Rite.

18. For each of Richfood, Acquisition, and Super Rite,
not more than 25 percent of the fair market value of its adjusted
total assets consists of stock and securities of any one issuer,
and not more than 50 percent of the fair market value of its
total assets, excluding cash, cash items (including accounts
receivable and cash equivalents), and United States government
securities, consists of stock and securities of five or fewer
issuers. For purposes of the preceding sentence, (a) a corpora-
tion's total assets exclude stock and securities issued by any
subsidiary at least 50 percent of the voting power or 50 percent
of the total fair market value of the stock of which is owned by
the corporation, but the corporation is treated as owning
directly a ratable share (based on the percentage of the fair
market value of the subsidiary's stock owned by the corporation)
of the assets owned by any such subsidiary, and (b) all corpora-
tions that are members of the same "controlled group" within the
meaning of section 1563(a) of the Code are treated as a single
issuer.

19. At all times during the five-year period ending on
the effective date of the Merger, the fair market value of all of
Super Rite's United States real property interests was and will
have been less than 50 percent of the total fair market value of
(a) its United States real property interests, (b) its interests
in real property located outside the United States, and (c) its
other assets used or held for use in a trade or business. For
purposes of the preceding sentence, (x) United States real
property interests include all interests (other than an interest
solely as a creditor) in real property and associated personal
property (such as movable walls and furnishings) located in the
United States or the Virgin Islands and interests in any corpora-
tion (other than a controlled corporation) owning any United
States real property interest, (y) Super Rite is treated as
owning its proportionate share (based on the relative fair market
value of its ownership interest to all ownership interests) of
the assets owned by any controlled corporation or any partner-
ship, trust, or estate in which Super Rite is a partner or
beneficiary, and (z) any such entity in turn is treated as owning
its proportionate share of the assets owned by any controlled
corporation or any partnership, trust, or estate in which the
entity is a partner or beneficiary. As used in this paragraph,
"controlled corporation" means any corporation at least 50
percent of the fair market value of the stock of which is owned
by Super Rite, in the case of a first-tier subsidiary of Super
Rite, or by a controlled corporation, in the case of a lower-tier
subsidiary.

20. Any shares of Richfood common stock received in
exchange for shares of Super Rite common stock that (a) were
acquired in connection with the performance of services, includ-
ing stock acquired through the exercise of an option or warrant
acquired in connection with the performance of services, and (b)
are subject to a substantial risk of forfeiture within the
meaning of section 83(c) of the Code will be subject to substan-
tially the same risk of forfeiture.

21. No outstanding Super Rite common stock acquired in
connection with the performance of services was or will have been
acquired within six months before the effective date of the
Merger by any person subject to section 16(b) of the Securities
Exchange Act of 1934 other than pursuant to an option granted
more than six months before the effective date of the Merger.

22. Neither Richfood nor any subsidiary of Richfood
owns any shares of Super Rite common stock, and neither has
acquired or will acquire any shares of Super Rite stock in
anticipation of the Merger.

On the basis of the foregoing, and assuming that (a)
with respect to shareholders that are nonresident aliens or
foreign entities, Super Rite will comply with all applicable
statement and notification requirements (if any) of Treasury
Regulation (S) 1.897-2(g) & (h), and (b) the Merger will be con-
summated in accordance with the Plan of Merger, we are of the
opinion that (under current law) for federal income tax purposes:

1. The Merger will be a "reorganization" within the
meaning of section 368(a)(1)(A) by reason of section 368(a)(2)(E)
of the Code, and Richfood, Acquisition, and Super Rite each will
be a "party to a reorganization" within the meaning of section
368(b) of the Code.

2. Neither Richfood nor Acquisition will recognize
gain or loss on the issuance of Richfood common stock, the
acquisition of Super Rite common stock, or the transfer of
Acquisition's assets to Super Rite in the Merger.

3. Super Rite will not recognize gain or loss (a) on
the acquisition of the assets of Acquisition in the Merger or (b)
on the constructive distribution, if any, of Richfood common
stock to Super Rite shareholders.

4. A Super Rite shareholder will not recognize gain
or loss on the exchange of shares of Super Rite common stock for
shares of Richfood common stock (including any fractional share
interest) in the Merger.

5. The aggregate basis of shares of Richfood common
stock (including any fractional share interest) received by a
Super Rite shareholder in the Merger will be the same as the
aggregate basis of the shares of Super Rite common stock
exchanged therefor.

6. The holding period for the shares of Richfood
common stock (including any fractional share interest) received
by a Super Rite shareholder in the Merger will include the
holding period for the shares of Super Rite common stock
exchanged therefor, if such shares of Super Rite common stock are
held as a capital asset on the effective date of the Merger.

7. Cash received by a Super Rite shareholder in lieu
of a fractional share of Richfood common stock will be treated as
having been received as full payment in exchange for such frac-
tional share pursuant to section 302(a) of the Code.

We are also of the opinion that the federal income tax
consequences of the Merger are fairly summarized in the S-4 under
the headings "Summary--Certain Federal Income Tax Consequences"
and "Certain Federal Income Tax Consequences." We consent to the
use of this opinion as an exhibit to the S-4 and to the reference
to this firm under such headings. In giving this consent, we do
not admit that we are within the category of persons whose
consent is required by section 7 of the Securities Act of 1933 or
the rules and regulations promulgated thereunder by the Securi-
ties and Exchange Commission.

Very truly yours,

/s/ HUNTON & WILLIAMS

Exhibit 8.2

LAW OFFICES
NEUBERGER, QUINN, GIELEN, RUBIN & GIBBER, P.A.

27TH FLOOR

COMMERCE PLACE

ONE SOUTH STREET

BALTIMORE, MARYLAND 21202-3201

(410) 332-8550

September 7, 1995

Richfood Holdings, Inc.
2000 Richfood Road
Mechanicsville, Virginia 23211

Super Rite Corporation
P.O. Box 2261
Harrisburg, Pennsylvania 17105

RE: MERGER OF SR ACQUISITION, INC.
INTO SUPER RITE CORPORATION
CERTAIN FEDERAL INCOME TAX MATTERS

Gentlemen:

We have acted as counsel to Super Rite Corporation, a Delaware
corporation ("SUPER RITE"), in connection with the proposed merger (the
"MERGER") of SR Acquisition, Inc., a Delaware corporation and wholly-owned
subsidiary of Richfood Holdings, Inc., a Virginia Corporation ("RICHFOOD")
formed for purposes of effecting the Merger ("ACQUISITION"), into Super Rite,
pursuant to Delaware law.

In the Merger, each outstanding share of Super Rite common stock,
which is the only class of Super Rite stock outstanding, is to be converted into
1.0205 shares of Richfood common stock. Any Super Rite stockholder who becomes
entitled to a fractional share of Richfood common stock as a result of the
Merger, after aggregating all the stockholder's shares of Super Rite common
stock, will receive cash from Richfood in lieu of the fractional share. Super
Rite stockholders are not entitled to exercise dissenter's rights with respect
to the Merger. Each outstanding share of Acquisition stock will be converted
into one share of Super Rite common stock in the Merger, thereby making Super
Rite a wholly-owned subsidiary of Richfood.

You have requested our opinion concerning certain federal income tax
consequences of the Merger. In giving this opinion, we have reviewed the
Agreement and Plan of Reorganization (including the Plan of Merger) dated as of
June 26, 1995, between Richfood and Super Rite; the Form S-4 Registration
Statement under the Securities Act of 1933 relating to the Merger (the "S-4");
and such other documents as we have considered necessary. In addition, we have
assumed the following:

1. The fair market value of the Richfood common stock (including any
fractional share interest) received by a Super Rite stockholder in exchange for
Super Rite common stock will be approximately equal to the fair market value of
the Super Rite common stock surrendered in the exchange.

2. None of the compensation received by any stockholder-employee of
Super Rite will be separate consideration for, or allocable to, any shares of
Super Rite common stock; none of the shares of Richfood common stock received by
any stockholder-employee in the Merger will be separate consideration for, or
allocable to, any employment agreement; and the compensation paid to any
stockholder-employee will be for services actually rendered and will be
commensurate with amounts paid to third parties bargaining at arm's length for
similar services.

3. The payment of cash in lieu of fractional shares of Richfood
common stock is solely for the purpose of avoiding the expense and inconvenience
to Richfood of issuing fractional shares and does not represent separately
bargained-for consideration. The total cash consideration that will be paid in
the Merger to Super Rite stockholders in lieu of fractional shares of Richfood
common stock will not exceed one percent of the total consideration that will be
issued in the Merger to the Super Rite stockholders in exchange for their Super
Rite common stock.

4. No share of Super Rite common stock has been or will be redeemed
in anticipation of the Merger, and Super Rite has not made and will not make any
extraordinary distribution with respect to its stock in anticipation of the
Merger.

5. Richfood has no plan or intention to reacquire any of its stock
issued in the Merger or to make any extraordinary distribution with respect to
such stock.

6. There is no plan or intention by Super Rite stockholders to sell,
exchange, or otherwise dispose of a number of shares of Richfood common stock
received in the Merger that would reduce the Super Rite stockholders' ownership
of Richfood common stock to a number of shares having a fair market value, as of
the effective date of the Merger, of less than 50 percent of the fair market
value of all the formerly outstanding Super Rite common stock as of the same
date. For this purpose, shares of Super Rite common stock exchanged for cash in
lieu of fractional shares of Richfood common stock are treated as outstanding
Super Rite common stock on the effective date of the Merger. Moreover, shares
of Super Rite common stock and shares of Richfood common stock held by Super
Rite stockholders and otherwise sold, redeemed, or disposed of before or after
the Merger are considered in making the above determination.

7. With respect to any stockholder who directly or, under the
constructive ownership rules of section 318(a) as modified by section 304(c) of
the Internal Revenue Code (the "CODE"), indirectly owns 50 percent or more of
the Super Rite common stock, none of the Super Rite common stock held by such
stockholder is "qualified replacement property" subject to section 1042(e) of
the Code.

8. Following the Merger, Super Rite will hold (a) at least 90
percent of the fair market value of the net assets and at least 70 percent of
the fair market value of the gross assets held by Super Rite immediately before
the Merger, and (b) at least 90 percent of the fair market value of the net
assets and at least 70 percent of the fair market value of the gross assets held
by Acquisition immediately before the Merger. For this purpose, amounts paid by
Super Rite for its expenses related to the Merger and any redemptions and
distributions (except for regular, normal dividends) made by Super Rite in
connection with the Merger are included as assets of Super Rite held immediately
before the Merger, but any assets transferred to Acquisition by Richfood in
connection with the Merger are not taken into account.

9. On the effective date of the Merger, the fair market value of
Super Rite's assets will exceed the sum of its liabilities plus the amount of
liabilities, if any, to which its assets are subject.

10. Following the Merger, Super Rite will continue its historic
business or use a significant portion of its historic business assets in a
business.

11. The liabilities of Acquisition, if any, that will be assumed by
Super Rite and the liabilities, if any, to which the transferred assets of
Acquisition are subject were, or will have been, incurred by Acquisition in the
ordinary course of business.

12. Richfood owns, and immediately before the Merger will own, all
the outstanding stock of Acquisition; Acquisition holds, and will hold, only
those assets necessary for it to effect the Merger.

13. There is no intercorporate indebtedness existing between Super
Rite and Richfood or Acquisition that was issued or acquired or will be settled
at a discount, and immediately after the Merger, neither Richfood nor any
subsidiary of Richfood will hold any indebtedness of Super Rite or any
subsidiary of Super Rite that was acquired at a discount.

14. Following the Merger, Super Rite will not issue additional shares
of its stock that would result in Richfood's owning less than 80 percent of the
total combined voting power of all classes of Super Rite's voting stock or less
than 80 percent of each class of Super Rite's nonvoting stock.

15. Richfood has no plan or intention to liquidate Super Rite, to
merge Super Rite into another corporation, to sell or otherwise dispose of any
stock of Super Rite, or (except for dispositions made in the ordinary course of
business) to cause Super Rite to sell or otherwise dispose of any of its assets.

16. Super Rite has no plan or intention to sell or otherwise dispose
of any assets, except for dispositions made in the ordinary course of business.

17. Richfood, Acquisition, Super Rite, and the stockholders of
Super Rite will pay their respective expenses, if any, incurred in connection
with the Merger, except that expenses incurred in connection with printing and
mailing the Joint Proxy Statement/Prospectus and with printing and filing the
Registration Statement will be shared equally by Richfood and Super Rite.

18. For each of Richfood, Acquisition, and Super Rite, not more than
25 percent of the fair market value of its adjusted total assets consists of
stock and securities of any one issuer, and not more than 50 percent of the fair
market value of its total assets, excluding cash, cash items (including accounts
receivable and cash equivalents), and United States government securities,
consists of stock and securities of five or fewer issuers. For purposes of the
preceding sentence, (a) a corporation's total assets exclude stock and
securities issued by any subsidiary at least 50 percent of the voting power or
50 percent of the total fair market value of the stock of which is owned by the
corporation, but the corporation is treated as owning directly a ratable share
(based on the percentage of the fair market value of the subsidiary's stock
owned by the corporation) of the assets owned by any such subsidiary, and (b)
all corporations that are members of the same "controlled group" within the
meaning of section 1563(a) of the Code are treated as a single issuer.

19. At all times during the five-year period ending on the effective
date of the Merger, the fair market value of all of Super Rite's United States
real property interests was and will have been less than 50 percent of the total
fair market value of (a) its United States real property interests, (b) its
interests in real property located outside the United States, and (c) its other
assets used or held for use in a trade or business. For purposes of the
preceding sentence, (x) United States real property interests include all
interests (other than an interest solely as a creditor) in real property and
associated personal property (such as movable walls and furnishings) located in
the United States or the Virgin Islands and interests in any corporation (other
than a controlled corporation) owning any United States real property interest,
(y) Super Rite is treated as owning its proportionate share (based on the
relative fair market value of its ownership interest to all ownership interests)
of the assets owned by any controlled corporation or any partnership, trust, or
estate in which Super Rite is a partner or beneficiary, and (z) any such entity
in turn is treated as owning its proportionate share of the assets owned by any
controlled corporation or any partnership, trust, or estate in which the entity
is a partner or beneficiary. As used in this paragraph, "controlled
corporation" means any corporation at least 50 percent of the fair market value
of the stock of which is owned by Super Rite, in the case of a first-tier
subsidiary of Super Rite, or by a controlled corporation, in the case of a
lower-tier subsidiary.

20. Any shares of Richfood common stock received in exchange for
shares of Super Rite common stock that (a) were acquired in connection with the
performance of services, including stock acquired through the exercise of an
option or warrant acquired in connection with the performance of services, and
(b) are subject to a substantial risk of forfeiture within the meaning of
section 83(c) of the Code will be subject to substantially the same risk of
forfeiture.

21. No outstanding Super Rite common stock acquired in connection
with the performance of services was or will have been acquired within six
months before the effective date of the Merger by any person subject to section
16(b) of the Securities Exchange Act of 1934 other than pursuant to an option
granted more than six months before the effective date of the Merger.

22. Neither Richfood nor any subsidiary of Richfood owns any shares
of Super Rite common stock, and neither has acquired or will acquire any shares
of Super Rite stock in anticipation of the Merger.

On the basis of the foregoing, and assuming that (a) with respect to
stockholders that are nonresident aliens or foreign entities, Super Rite will
comply with all applicable statement and notification requirements (if any) of
Treasury Regulation (Section) 1.897-2(g) & (h), and (b) the Merger will be
consummated in accordance with the Plan of Merger, we are of the opinion that
(under current law) for federal income tax purposes:

1. The Merger will be a "reorganization" within the meaning of
section 368(a)(1)(A) by reason of section 368(a)(2)(E) of the Code, and
Richfood, Acquisition, and Super Rite each will be a "party to a reorganization"
within the meaning of section 368(b) of the Code.

2. Neither Richfood nor Acquisition will recognize gain or loss on
the issuance of Richfood common stock, the acquisition of Super Rite common
stock, or the transfer of Acquisition's assets to Super Rite in the Merger.

3. Super Rite will not recognize gain or loss (a) on the acquisition
of the assets of Acquisition in the Merger or (b) on the constructive
distribution, if any, of Richfood common stock to Super Rite stockholders.

4. A Super Rite stockholder will not recognize gain or loss on the
exchange of shares of Super Rite common stock for shares of Richfood common
stock (including any fractional share interest) in the Merger.

5. The aggregate basis of shares of Richfood common stock (including
any fractional share interest) received by a Super Rite stockholder in the
Merger will be the same as the aggregate basis of the shares of Super Rite
common stock exchanged therefor.

6. The holding period for the shares of Richfood common stock
(including any fractional share interest) received by a Super Rite stockholder
in the Merger will include the holding period for the shares of Super Rite
common stock exchanged therefor, if such shares of Super Rite common stock are
held as a capital asset on the effective date of the Merger.

7. Cash received by a Super Rite stockholder in lieu of a fractional
share of Richfood common stock will be treated as having been received as full
payment in exchange for such fractional share pursuant to section 302(a) of
the Code.

We are also of the opinion that the federal income tax consequences of
the Merger are fairly summarized in the S-4 under the headings "Summary--Certain
Federal Income Tax Consequences" and "Certain Federal Income Tax Consequences."
We consent to the use of this opinion as an exhibit to the S-4 and to the
reference to this firm under such headings. In giving this consent, we do not
admit that we are within the category of persons whose consent is required by
section 7 of the Securities Act of 1933 or the rules and regulations promulgated
thereunder by the Securities and Exchange Commission.

Very truly yours,

NEUBERGER, QUINN, GIELEN, RUBIN
& GIBBER, P.A.

By: /s/ Michael L. Quinn

EXHIBIT 15

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: Super Rite Corporation
Registration on Form S-4

We are aware that our report dated July 12, 1995 on our review of interim
financial information of Super Rite Corporation for the thirteen-week
period ended June 3, 1995 and included in the Super Rite Corporation's
quarterly report on Form 10-Q for the quarter then ended is incorporated
by reference in Super Rite Corporation's registration statement on Form
S-4. Pursuant to Rule 436(c) under the Securities Act of 1933, this report
should not be considered a part of the registration statement prepared
or certified by us within the meaning of Sections 7 and 11 of that Act.

/s/ COOPERS & LYBRAND L.L.P.

One South Market Square
Harrisburg, Pennsylvania
September 7, 1995

Consent of Independent Auditors

The Board of Directors
Richfood Holdings, Inc.:

We consent to incorporation by reference in the registration statement on Form
S-4 of Richfood Holdings, Inc. of our report dated June 5, 1995, relating to the
consolidated balance sheets of Richfood Holdings, Inc. and subsidiaries as of
April 29, 1995 and April 30, 1994, and the related consolidated statements of
earnings, stockholders' equity and cash flows for each of the fiscal years in
the three-year period ended April 29, 1995, which report is incorporated by
reference into the Form 10-K of Richfood Holdings, Inc. for the fiscal year
ended April 29, 1995, incorporated by reference into the registration statement.
We also consent to incorporation by reference in the registration statement of
our report dated June 5, 1995, relating to the financial statement schedules of
Richfood Holdings, Inc., which is included in such annual report on Form 10-K.

KPMG Peat Marwick LLP

Richmond, Virginia
August 30, 1995

EXHIBIT 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in the registration statement
of Richfood Holdings, Inc. on Form S-4 of our report dated April 21, 1995,
except for the sixth paragraph of Note 7 which is dated as of May 5, 1995,
on our audits of the consolidated financial statements and financial
statement schedules of Super Rite Corporation as of March 4, 1995 and
February 26, 1994 and for the fifty-three week period ended March 4, 1995
and for each of the fifty-two week periods in the two-year period ended
February 26, 1994, which report is included in the 1995 annual report on
Form 10-K. We also consent to the reference to our firm under the caption
"Experts."

/s/ COOPERS & LYBRAND L.L.P.

Coopers & Lybrand L.L.P.
One South Market Square
September 7, 1995

WHEAT FIRST Riverfront Plaza
BUTCHER SINGER 901 East Byrd Street
Serving Investors Since 1934 Richmond, VA 23219
(804) 649-2311

September 7, 1995

CONFIDENTIAL

The Board of Directors
Richfood Holdings, Inc.
2000 Richfood Road
Post Office Box 26967
Richmond, VA 23261-6967

Members of the Board:

Reference is made to our opinion letter dated September 7, 1995 with respect to
the Exchange Ratio contained in the Agreement and Plan of Reorganization, dated
as of June 26, 1995 (the "Agreement"), between Richfood Holdings, Inc.
("Richfood") and Super Rite Corporation ("Super Rite").

The foregoing letter is solely for the information and assistance of the Board
of Directors of Richfood in connection with its consideration of the transaction
contemplated by the Agreement and is not to be used, circulated, quoted or
otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent.

In that regard, we hereby consent to the reference to the opinion of Wheat,
First Securities, Inc. under the captions "Summary" and "The Merger" and to the
inclusion of the foregoing opinion in the Joint Proxy Statement/Prospectus
included in the Registration Statement of Richfood and Super Rite relating to
shares of Richfood common stock to be issued pursuant to the Agreement. In
giving such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
or the rules and regulations of the Securities and Exchange Commission
thereunder.

Very truly yours,

WHEAT, FIRST SECURITIES, INC.

By /s/ MATTHEW S. CZAJKOWSKI
Managing Director

[Donaldson, Lufkin & Jenrette Securities Corporation letterhead]

September 7, 1995

Board of Directors
Super Rite Corporation
P.O. Box 2261
Harrisburg, PA 17105

Dear Sirs:

Reference is made to our opinion letter dated August 29, 1995 with
respect to the Exchange Ratio contained in the Agreement and Plan of
Reorganization, dated as of June 26, 1995 (the "Agreement"), between
Richfood Holdings, Inc. ("Richfood") and Super Rite Corporation (the
"Company").

The foregoing letter is solely for the information and assistance of
the Board of Directors of the Company in connection with its consideration
of the transaction contemplated therein and is not to be used, circulated,
quoted or otherwise referred to for any other purpose, nor is it to be
filled with, included in or referred to in whole or in part in any
registration statement, proxy statement or any other document, except in
accordance with our prior written consent.

In that regard, we hereby consent to the reference to the opinion of
Donaldson, Lufkin & Jenrette Securities Corporation under the captions
"Summary" and "The Merger" and to the inclusion of the foregoing opinion in
the Joint Proxy Statement/Prospectus included in the Registration Statement
of Richfood and the Company relating to shares of Richfood common stock to
be issued pursuant to the Agreement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By /s/ Kenneth O. Moelis
Kenneth O. Moelis
Managing Director

<PAGE>
RICHFOOD HOLDINGS, INC. RICHMOND, VIRGINIA 23261

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Donald D. Bennett and John E. Stokely and
each of them proxies (and if the undersigned is a proxy, as substitute proxies)
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated below, all of the shares of Common Stock of
the Company held of record by the undersigned on August 29, 1995, at the annual
meeting of shareholders to be held at 10:00 a.m. on October 12, 1995, or any
adjournments or postponements thereof.

PROXY VOTE AUTHORIZATION FOR RICHFOOD HOLDINGS, INC.
ANNUAL MEETING OCTOBER 12, 1995 CUSIP 763408101 -- RICHFOOD HOLDINGS, INC.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE FOLLOWING
PROPOSALS

1. Approval of the Agreement and Plan of Reorganization, dated June 26, 1995, by
and between the Company and Super Rite Corporation.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. Election of Directors.

FOR all nominees listed below WITHHOLD AUTHORITY to vote
(EXCEPT AS MARKED TO THE CONTRARY) for all nominees listed

Donald D. Bennett, Roger L. Gregory, Grace E. Harris, John C. Jamison, Michael
E. Julian, Jr., G. Gilmer Minor, III,
Claude B. Owen, Jr., John F. Rotelle, Albert F. Sloan, John E. Stokely, George
H. Thomazin, James E. Ukrop, Edward Villanueva

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NAME ON THE
LINE BELOW.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)

<PAGE>
3. To ratify the appointment by the Board of
Directors of KPMG Peat Marwick LLP to serve as
independent auditors for the current fiscal
year.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

IN THEIR DISCRETION, THE PROXIES ARE
AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AND
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

Please sign exactly as your name
appears hereon. When shares are
held by joint tenants, only one of
such persons need sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If
a corporation, please sign in full
corporate name by the president or
other authorized officer. If a
partnership, please sign in
partnership name by an authorized
person. Please mark, sign, date and
return the proxy card promptly,
using the enclosed envelope.

__________________________________
Signature
Dated _______________________, 1995

<PAGE>

TO: THE TRUSTEE OF THE RICHFOOD HOLDINGS, INC.
SAVINGS AND STOCK OWNERSHIP PLAN

With respect to the shares of Common Stock of Richfood Holdings, Inc.
represented by my interest in the Trust Fund of the Richfood Holdings, Inc.
Savings and Stock Ownership Plan, you are directed to sign and forward a proxy
in the form being solicited by the Board of Directors of Richfood Holdings, Inc.
to instruct the persons named therein, or their substitutes, to vote in
accordance with the Joint Proxy Statement/Prospectus as designated below:

1. Approval of the Agreement and Plan of Reorganization, dated June 26, 1995, by
and between the Company and Super Rite Corporation.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. Election of Directors.

FOR all nominees listed below WITHHOLD AUTHORITY to vote
(EXCEPT AS MARKED TO THE CONTRARY) for all nominees listed

TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT NAME ON THE
LINE BELOW.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE)

<PAGE>
3. To ratify the appointment by the Board of
Directors of KPMG Peat Marwick LLP to serve
as independent auditors for the current
fiscal year.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

IN ITS DISCRETION, THE TRUSTEE IS AUTHORIZED
TO VOTE UPON SUCH OTHER BUSINESS AND MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF.

Please sign and return promptly to
the Trustee in the enclosed
envelope.

___________________________________
Signature

Dated________________________, 1995

<PAGE>
RICHFOOD HOLDINGS, INC.
SAVINGS AND STOCK OWNERSHIP PLAN

VOTING PROCEDURE

TO: PARTICIPANTS IN THE RICHFOOD HOLDINGS, INC.
SAVINGS AND STOCK OWNERSHIP PLAN

As a participating employee in the Richfood Holdings, Inc. Savings and
Stock Ownership Plan (the "Savings Plan"), you have the right to direct Crestar
Bank (the "Trustee") to vote the shares of Common Stock of Richfood Holdings,
Inc. ("Common Stock") represented by your interest in the Trust Fund under the
Savings Plan at the annual meeting of shareholders of Richfood Holdings, Inc. to
be held on October 12, 1995. For your information, copies of the Notice of
Annual Meeting and Joint Proxy Statement/Prospectus are forwarded herewith.

If the Trustee does not receive your instructions by October 10, 1995, (i)
it will not vote the shares of Common Stock held in your Pre-tax Contribution
and Rollover Accounts under the Savings Plan at the annual meeting, and (ii) it
will vote the shares of Common Stock held in your Employer Matching Contribution
and Employer Discretionary Matching Contribution Accounts under the Savings Plan
at the annual meeting in accordance with the recommendations of
management. Please indicate your instructions on the accompanying card and
return the card promptly to the Trustee in the enclosed envelope.

SUPER RITE CORPORATION This Proxy is Solicited on Behalf
P. O. Box 2261 of the Board of Directors
Harrisburg, Pennsylvania 17105 The undersigned hereby appoints
Alex Grass, Martin Grass and Peter
Vanderveen as Proxies, each with
PROXY the power to appoint his or her
substitute, and hereby authorizes
them to represent and to VOTE, as
designated below, all shares of
Common Stock of Super Rite
Corporation held of record by the
undersigned on August 29, 1995 at
the Special Meeting of Stockholders
to be held on October 12, 1995 or
any adjournment thereof.

1. APPROVAL AND ADOPTION OF REORGANIZATION AGREEMENT AND PLAN OF MERGER

FOR AGAINST

2. IN THEIR DISCRETION, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.

This Proxy is solicited on behalf of the Board of Directors and unless a
contrary direction is indicated will be voted at the meeting FOR approval and
adoption of the Reorganization Agreement and Plan of Merger.

Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

. . . . . . . . . . . . . . . . .
MANAGEMENT URGES YOU TO SIGN AND Signature
RETURN THIS PROXY IMMEDIATELY TO
INSURE ITS VOTE AT THE SPECIAL
MEETING TO BE HELD OCTOBER 12, 1995 . . . . . . . . . . . . . . . . .
Signature if held jointly

Dated . . . . . . . . . . . 1995

No postage is required if returned
in the enclosed envelope and mailed
in the United States.