FIRST AMENDMENT TO RIGHTS AGREEMENT
Pursuant to Section 27 of that certain Rights Agreement, dated as of
February 22, 2000 (the "Rights Agreement"), between United Natural Foods, Inc.,
a Delaware corporation (the "Corporation"), and Continental Stock Transfer and
Trust Company, as Rights Agent, the term "Final Expiration Date," as defined in
clause (i) of Section 7(a) of the Rights Agreement, has been amended and
restated by action of the Board of Directors of the Corporation on June 24, 2004
to read in its entirety as follows:
"(i) the close of business on June 30, 2004 (the "Final Expiration
Date")"
IN WITNESS WHEREOF, the Corporation and Continental Stock Transfer and
Trust Company, as Rights Agent under the Rights Agreement, have caused this
First Amendment to Rights Agreement to be duly executed as of June 25, 2004.
UNITED NATURAL FOODS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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CONTINENTAL STOCK TRANSFER AND TRUST
COMPANY, as Rights Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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