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                                                                   EXHIBIT 3.3
                                                                  
                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS 
                                                       FILED 09:00 AM 06/11/1997
                                                           971191643 - 0236404

                              THE GRAND UNION COMPANY

                              CERTIFICATE OF DESIGNATION
                       OF CLASS B CONVERTIBLE PREFERRED STOCK
                              SETTING FORTH THE POWERS,
                                PREFERENCES, RIGHTS,
                                   QUALIFICATIONS,
                            LIMITATIONS AND RESTRICTIONS OF
                             SUCH CLASS OF PREFERRED STOCK


          Pursuant to Section 151 of the General Corporation Law of the State 
of Delaware, The Grand Union Company (the "Corporation"), a corporation 
organized and existing under the General Corporation Law of the State of 
Delaware, in accordance with the provisions of Section 103 thereof, DOES 
HEREBY CERTIFY:

          That pursuant to the authority conferred upon the Board of 
Directors of the Corporation by Article Fourth of the Certificate of 
Incorporation of the Corporation (the "Certificate of Incorporation"), and in 
accordance with the provisions of Section 151 of the General Corporation Law 
of the State of Delaware, the Board of Directors of the Corporation on June 
5th, 1997, adopted the following resolution creating a series of Preferred 
Stock designated as Class B Convertible Preferred Stock (the "Class B Stock"):

          RESOLVED that, pursuant to the authority vested in the Board of 
Directors of the Corporation in accordance with the General Corporation Law 
of the State of Delaware and the provisions of the Certificate of 
Incorporation, a class of authorized Preferred Stock, par value $1.00 per 
share, of the Corporation is hereby created and that the designation and 
number of shares thereof and the voting powers, preferences and relative 
participating, optional and other special rights of the shares of such class, 
and the qualifications, limitations and restrictions thereof, are as follows:

SECTION 1.     STATED VALUE.

         The Class B Stock shall consist of 1,400,000 shares par value $1.00 
per share, each of which shall have a stated value of $50 per share (the 
"Stated Value").

SECTION 2.     DIVIDENDS AND DISTRIBUTIONS.

          (a)  The holders of shares of Class B Stock, in preference to the 
holders of shares of Junior Dividend Stock (as defined in Section 11 hereof), 
shall be entitled to receive, when, as and if declared by the Board of 
Directors, out of the assets of the Corporation legally available therefor, 
dividends at an annual rate of 8.50% of the Stated Value from and after the 
Issue Date (as defined in Section 11 hereof) of such shares as long as shares 
of Class B Stock remain outstanding.  Dividends shall be payable in cash, or 
additional shares of Class B Stock, as

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provided in paragraph (c) of this Section 2, or shares of Common Stock, as 
provided in paragraph (c) of this Section 2.  Dividends shall be computed on 
the basis of the Stated Value, and shall accrue and be payable quarterly, in 
arrears, on the last Business Day (as defined in Section 11) of March, June, 
September and December in each year (each such date being referred to herein 
as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly 
Dividend Payment Date after the Issue Date of such shares.  To the extent 
that dividends on the Class B Stock are payable in cash, such dividends shall 
be cumulative.  Accrued dividends not paid on any Quarterly Dividend Payment 
Date shall accrue additional dividends at an annual dividend rate of 8.50% 
until paid in full.

          (b)  Dividends payable pursuant to paragraph (a) of this Section 2 
shall begin to accrue and be cumulative from the Issue Date of each share of 
Class B Stock, whether or not earned or declared.  The amount of dividends so 
payable shall be determined on the basis of twelve 30-day months and a 
360-day year.  Dividends paid on the shares of Class B Stock in an amount 
less than the total amount of such dividends at the time accrued and payable 
on such shares shall be allocated pro rata on a share-by-share basis among 
all such shares at the time outstanding.  The Board of Directors may fix a 
record date for the determination of holders of shares of Class B Stock 
entitled to receive payment of a dividend declared thereon, which record date 
shall be no more than sixty days prior to the date fixed for the payment 
thereof.

          (c)  With respect to dividends paid on or prior to the third 
anniversary of the Principal Issue Date (as defined in Section 11), the 
Corporation shall have the option to pay such dividends in shares of Class B 
Stock valued at $50 per share or in whole shares of Common Stock valued at 
Fair Market Value determined as of the close of business on the third Business 
Day immediately preceding the date of payment, instead of in cash.  With 
respect to dividends paid after the third anniversary of the Principal Issue 
Date but on or prior to the fifth anniversary of the Principal Issue Date, 
the Corporation shall have the option to pay such dividends in shares of 
Class B Stock valued at $50 per share or in whole shares of Common Stock 
valued at Fair Market Value determined as of the close of business on the 
third Business Day immediately preceding the date of payment, instead of in 
cash, but only if the Corporation is prohibited from paying such dividends in 
cash under the terms of its Bank Credit Agreement on its Senior Notes.  To 
the extent that the Corporation elects to pay any dividends in shares of 
Common Stock, it shall pay a premium in additional shares of Common Stock 
equal to 33-1/3% of the total number of shares of Common Stock that would 
otherwise be paid as the dividend.  After the fifth anniversary of the
Principal Issue Date, all dividends shall be paid in cash.  The Corporation 
shall only have the right to pay dividends in shares of Common Stock if, on 
the Quarterly Dividend Payment Date in question, the Common Stock is listed 
and traded on the New York Stock Exchange, the American Stock Exchange or 
the Nasdaq National Market System.  In connection with any payment of 
dividends in shares of Common Stock pursuant to this Section 2(c), no 
fractions of shares of Common Stock shall be issued, but in lieu thereof the 
Corporation shall either (i) deliver a whole share of Common Stock in respect 
of the fractional share which the holder would otherwise have been entitled to 
upon such dividend payment or (ii) pay a cash adjustment in respect of such 
fractional interest in an amount equal to such fractional interest multiplied 
by the Fair Market Value of a share of Common Stock determined as of the close 
of business on the third Business Day immediately preceding the date of payment.

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          (d)  The holders of shares of Class B Stock shall not be entitled 
to receive any dividends or other distributions except as provided herein.

SECTION 3.     VOTING RIGHTS.

          In addition to any voting rights provided by law, the holders of 
shares of Class B Stock shall have the following voting rights:

          (a)  In addition to voting rights provided elsewhere in this 
Section 3, and as long as any of the Class B Stock is outstanding, each share 
of Class B Stock shall entitle the holder thereof to vote on all matters, 
including with respect to the election of directors, voted on by holders of 
Common Stock voting together as a single class with other shares entitled to 
vote at all meetings of the stockholders of the Corporation.  With respect to 
any such vote, each share of Class B Stock shall entitle the holder thereof 
to cast the number of votes determined pursuant to the next sentence; 
PROVIDED, HOWEVER, that if more than one share of Class B Stock shall be held 
by any holder of shares of Class B Stock, the total number of votes which 
such holder shall be entitled to cast pursuant to this Section 3(a) shall be 
computed on the basis of the total number of shares of Class B Stock held by 
such holder, with any then remaining fractional share disregarded for the 
purposes of this Section 3(a).  The number of votes which each share of the 
Class B Stock shall entitle the holder thereof to cast shall be equal to (i) 
6.8966 from the First Issue Date until the Approval Date (as defined herein), 
and (ii) from and after the Approval Date, the number of whole votes which 
could be cast in such vote by a holder of the shares of capital stock of the 
Corporation into which such share of Class B Stock is convertible on the 
record date for such vote.

          (b)  In addition to the voting rights provided elsewhere in this 
Section 3, the affirmative vote of the holders of at least a majority of the 
outstanding shares of Class B Stock, voting separately as a single class, in 
person or by proxy, at a special or annual meeting of stockholders called for 
the purpose, shall be necessary to (A) except as contemplated by Section 
2(c), authorize, increase the authorized number of shares of, or issue 
(including on conversion or exchange of any convertible or exchangeable 
securities or by reclassification), any shares of any class or classes, or 
any series of any class or classes, of the Corporation's capital stock 
ranking pari passu with or prior to (either as to dividends or upon a change 
in control of the Corporation, voluntary or involuntary liquidation, 
dissolution or winding up) the Class B Stock, (B) except as contemplated 
pursuant to Section 2(c) or as permitted pursuant to Section 10(a), increase 
the authorized number of shares of, or issue (including on conversion or 
exchange of any convertible or exchangeable securities or by 
reclassification) any shares of, Class B Stock, (C) alter, amend or repeal any 
of the provisions of the Certificate of Incorporation of the Corporation 
which in any manner would alter, change or otherwise adversely affect in any 
way the powers, preferences or rights of the Class B Stock, (D) approve the 
sale, lease or other disposition of all or substantially all of the assets of 
the Corporation and its Subsidiaries (as defined in Section 11), or (E) 
approve any merger of the Corporation with or into any other entity or any 
reorganization, recapitalization, liquidation or other similar "transaction" 
(including any issuance of equity securities, or securities convertible into 
equity securities by the Corporation, to any person (other

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than the Purchasers and their Affiliates) who would then own on a fully 
diluted basis more than 50% of the total number of votes entitled to be cast 
(giving effect to such issuance) by holders of the Corporation's capital 
stock on all matters, including the election of directors) involving the 
Corporation; PROVIDED, HOWEVER, that the holders of the outstanding shares of 
Class B Stock shall only have a class vote on the transactions described in 
clauses (D) and (E) prior to the earlier of the effectiveness of a 
registration statement under the Securities Act of 1933 relating to all such 
shares and the date on which less than half of the total shares of Class B 
Stock originally issued (not including any shares issued in payment of 
dividends pursuant to Section 2(c)) remain outstanding.  Notwithstanding the 
proviso to the preceding sentence, the affirmative vote of the holders of at 
least a majority of the outstanding shares of Class B Stock, voting 
separately as a single class, in person or by proxy, at a special or annual 
meeting of stockholders called for the purpose, shall be necessary to approve 
any merger of the Corporation with or into any other entity or any 
reorganization, recapitalization, liquidation or other similar transaction 
involving the Corporation where (i) the Class B Stock is not remaining 
outstanding after such transaction under substantially the same powers, 
preferences, rights, qualifications, limitations and restrictions as are set 
forth in this Certificate of Designation or (ii) the cash, stock, securities 
or other property to be received on conversion of one share of Class B Stock 
following such transaction and the application of Section 8(h) has a Fair 
Market Value at the closing of such transaction less than 150% of the 
Conversion Price.  In addition, if the Corporation shall have failed to pay 
in full dividends on the Class B Stock for six consecutive quarters, then the 
size of the Board of Directors of the Corporation shall be increased by two, 
and the holders of shares of Class B Stock, voting together as a single 
class, shall have the right to elect such two directors.  The right to elect 
such two directors under this Section 3(b) shall terminate upon payment in 
full of all dividends payable on the Class B Stock, at which time the Board 
of Directors shall return to its previous size and the directors elected by 
the holders of the Class B Stock shall be removed.

          (c)  (1)  The rights of holders of shares of Class B Stock to take 
any actions as provided in this Section 3 may be exercised, subject to the 
DGCL (as defined in Section 11 hereof), at any annual meeting of stockholders 
or at a special meeting of stockholders held for such purpose as hereinafter 
provided or at any adjournment or postponement thereof, or by the written 
consent, delivered to the Secretary of the Corporation, of the holders of the 
minimum number of shares required to take such action.

          As long as such right to vote continues (and unless such right has 
been exercised by written consent of not less than the minimum number of 
shares required to take such action), the Chairman of the Board of the 
Corporation may call, and upon the written request of holders of record of 
20% of the outstanding shares of Class B Stock, addressed to the Secretary of 
the Corporation at the principal office of the Corporation, shall call, a 
special meeting of the holders of shares of Class B Stock entitled to vote as 
provided herein.  The Corporation shall use its best efforts to hold such 
meeting as promptly as practicable, but in any event not later than 120 days 
after delivery of such request to the Secretary of the Corporation, at the 
place and upon the notice provided by law and in the Bylaws of the 
Corporation for the holding of meetings of stockholders.

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          (2)  At each meeting of stockholders at which the holders of shares 
of Class B Stock shall have the right, voting separately as a single series, 
to take any action, the presence in person or by proxy of the holders of 
record of a majority of the total number of shares of Class B Stock then 
outstanding and entitled to vote on the matter shall be necessary and 
sufficient to constitute a quorum.  At any such meeting or at any adjournment 
or postponement thereof, in the absence of a quorum of the holders of shares 
of Class B Stock, holders of a majority of such shares present in person or 
by proxy shall have the power to adjourn the meeting as to the actions to be 
taken by the holders of shares of Class B Stock from time to time and place 
to place without notice other than announcement at the meeting until a quorum 
shall be present.

          For the taking of any action as provided in Section 3(b) by the 
holders of shares of Class B Stock, each such holder shall have one vote for 
each share of Class B Stock standing in his name on the transfer books of the 
Corporation as of any record date fixed for such purpose or, if no such date 
be fixed, at the close of business on the Business Day next preceding the 
day on which notice is given, or if notice is waived, at the close of 
business on the Business Day next preceding the day on which the meeting is 
held.

SECTION 4.     CERTAIN RESTRICTIONS.

          (a)  As long as any shares of Class B Stock remain outstanding, the 
Corporation shall not (A) declare or pay dividends, or make any other 
distributions, on any shares of Junior Dividend Stock other than dividends or 
distributions payable in Junior Dividend Stock; or (B) declare or pay 
dividends, or make any other distributions, on any shares of Parity Dividend 
Stock (as defined in Section 11 hereof), except (1) dividends or 
distributions payable in Junior Dividend Stock and (2) dividends or 
distributions paid ratably on the Class B Stock and all Parity Dividend Stock 
on which dividends are payable or in arrears, in proportion to the total 
amounts to which the holders of all shares of the Class B Stock and such 
Parity Dividend Stock are than entitled.

          (b)  As long as any shares of Class B Stock remain outstanding, the 
Corporation shall not redeem, purchase or otherwise acquire for consideration 
any shares of Junior Dividend Stock or Junior Liquidation Stock (as defined 
in Section 11 hereof) or Parity Dividend Stock or Parity Liquidation Stock 
(as defined in Section 11 hereof); PROVIDED, HOWEVER, that (1) the 
Corporation may at any time redeem, purchase or otherwise acquire shares of 
Junior Liquidation Stock or Parity Liquidation Stock in exchange for any 
shares of capital stock of the Corporation that rank junior to the Class B 
Stock as to dividends and upon liquidation, dissolution and winding up; (2) 
the Corporation may accept shares of any Parity Liquidation Stock for 
conversion into shares of capital stock of the Corporation that rank junior to 
the Class B Stock as to dividends and upon liquidation, dissolution and 
winding up; and (3) the Corporation may at any time redeem, purchase or 
otherwise acquire shares as may be required pursuant to the Corporation's 
employee and non-employee director stock plans, as they may be amended from 
time to time, or similar employee stock plans hereafter adopted; AND
PROVIDED FURTHER, HOWEVER, that the Corporation (A) may accept shares of 
Class B Stock surrendered for conversion into shares of capital stock of the 
Corporation pursuant to Section 8 hereof, and (B) may redeem outstanding 
shares of Class B Stock pursuant to Section 5 hereof.  Whenever quarterly 
dividends payable on shares of Class B  


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Stock as provided in Section 2 hereof are not paid in full, thereafter and 
until all unpaid dividends payable, whether or not declared, on the 
outstanding shares of Class B Stock shall have been paid in full, the 
Corporation shall not redeem or purchase or otherwise acquire for 
consideration any shares of Class B Stock; PROVIDED, HOWEVER, that the 
Corporation (A) may accept shares of Class B Stock surrendered for conversion 
into shares of capital stock of the Corporation pursuant to Section 8 hereof, 
and (B) may elect to redeem outstanding shares of Class B Stock pursuant to 
Section 5(a) hereof.

          (c)  The Corporation shall not permit any Subsidiary of the 
Corporation to purchase or otherwise acquire for consideration any shares of 
capital stock of the Corporation unless the Corporation could, pursuant to 
Section 4(b), purchase such shares at such time and in such manner.

SECTION 5.     REDEMPTION.

          (a)  On and after the second anniversary of the Principal Issue 
Date, the Corporation shall have the right, at its sole option and 
election made in accordance with Section 5(c), to redeem, out of funds 
legally available therefor, shares of Class B Stock, in whole or in part, at 
any time and from time to time, at a redemption price equal to the Stated 
Value (except as described below), plus an amount per share equal to all 
accrued and unpaid dividends, whether or not declared, to the date of 
redemption (the "Redemption Price"); PROVIDED, HOWEVER, that the Corporation 
shall not have any such right unless (A) if the redemption is to occur 
between the second and third anniversary of the Principal Issue Date, the 
Redemption Fair Market Value (as defined in Section 11 hereof) of the Common 
Stock, as of the close of business on the third Business Day immediately 
preceding the date on which notice of redemption is given, is equal to at 
least 180% of the Conversion Price (as defined in Section 11 hereof), and (B)
if the redemption is to occur between the third and fifth anniversary of the 
Principal Issue Date, the Redemption Fair Market Value (as defined in 
Section 11 hereof) of the Common Stock, as of the close of business on the 
third Business Day immediately preceding the date on which notice of 
redemption is given, is equal to at least 200% of the Conversion Price 
(as defined in Section 11 hereof).  Notwithstanding the foregoing, if the
redemption is to occur between the fifth and sixth anniversaries of the 
Principal Issue Date, the Redemption Price shall be $51.5938; if the 
redemption is to occur between the sixth and seventh anniversaries of the 
Principal Issue Date, the Redemption Price shall be $51.0628; and if the 
redemption is to occur between the seventh and eighth anniversaries of the 
Principal Issue Date, the Redemption Price shall be $50.5313; in each case 
plus an amount per share equal to all accrued and unpaid dividends, whether 
or not declared, to the date of redemption. If less than all shares of 
Class B Stock at the time outstanding are to be redeemed, the shares to be 
redeemed shall be selected pro rata.

          (b)  The Corporation shall redeem, at the Redemption Price, all 
outstanding shares of Class B Stock  on June 1, 2005.

          (c)  Notice of any redemption of shares of Class B Stock pursuant 
to this Section 5 shall be mailed at least 30, but not more than 60, days 
prior to the date fixed for redemption to each holder of shares of Class 
B Stock to be redeemed, at such holder's address as it appears on


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the transfer books of the Corporation.  Any such notice shall be irrevocable 
when given.  In order to facilitate the redemption of shares of Class B 
Stock, the Board of Directors may fix a record date for the determination of 
Class B Stock to be redeemed, or may cause the transfer books of the 
Corporation for the Class B Stock to be closed, not more than sixty days or 
less than thirty days prior to the date fixed fo such redemption.

          (d)  On the date of any redemption being made pursuant to this 
Section 5 which is specified in a notice given pursuant to Section 5(c), the 
Corporation shall, and at any time after such notice shall have been mailed 
and before the date of redemption the Corporation may deposit for the benefit 
of the holders of shares of Class B Stock to be redeemed the funds necessary 
for such redemption, including the amount necessary to pay all accrued and 
unpaid dividends to the date of redemption, with a bank or trust company in 
the City of New York having a capital and surplus of at least 
$1,000,000,000.  Any moneys so deposited by the Corporation and unclaimed at 
the end of one year from the date designated for such redemption shall revert 
to the general funds of the Corporation.  After such reversion, any such bank 
or trust company shall, upon demand, pay over to the Corporation such 
unclaimed amounts and thereupon such bank or trust company shall be relieved 
of all responsibility in respect thereof and any holder of shares of Class B 
Stock to be redeemed shall look only to the Corporation for the payment of 
the Redemption Price.  In the event that moneys are deposited pursuant to 
this paragraph (d) in respect of shares of Class B Stock that are converted 
in accordance with the provisions of Section 8, such moneys shall, upon such 
conversion, revert to the general funds of the Corporation and, upon demand, 
such bank or trust company shall pay over to the Corporation such moneys and 
shall be relieved of all responsibility to the holders of such converted 
shares in respect thereof.  Any interest accrued on funds deposited pursuant 
to this paragraph (d) shall be paid from time to time to the Corporation for 
its own account.

          (e)  Notice of redemption having been given as aforesaid, upon the 
deposit of funds pursuant to Section 5(d) in respect of shares of Class B 
Stock to be redeemed pursuant to this Section 5, notwithstanding that any 
certificates for such shares shall not have been surrendered for 
cancellation, from and after the date of redemption designated in the notice 
of redemption (i) the shares represented thereby shall no longer be deemed 
outstanding, (ii) the rights to receive dividends thereon shall cease to 
accrue, and (iii) all rights of the holders of shares of Class B Stock to be 
redeemed shall cease and terminate, excepting only the right to receive 
the Redemption Price therefor, and the right to convert such shares into 
shares of Common Stock until the close of business on the Fifth Business Day 
next preceding the date of redemption, in accordance with Section 8 hereof.

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SECTION 6.     REACQUIRED SHARES.

          Any shares of Class B Stock converted, redeemed, purchased or 
otherwise acquired by the Corporation in any manner whatsoever shall be 
retired and canceled promptly after the acquisition thereof.  All such 
shares of Class B Stock shall upon their cancellation, in accordance with the 
DGCL, become authorized but unissued shares of Preferred Stock of the 
Corporation and may be reissued as part of another series of Preferrred Stock 
of the Corporation, subject to the conditions or restrictions on issuance set 
forth herein.

SECTION 7.     LIQUIDATION, DISSOLUTION OR WINDING UP.

          (a)  If the Corporation shall commence a voluntary case under the 
Federal bankruptcy laws or any other applicable Federal or state bankruptcy, 
insolvency or similar law, or consent to the entry of an order for relief in 
an involuntary case under such law or to the appointment of a receiver, 
liquidator, assignee, custodian, trustee, sequestrator (or other similar 
official) of the Corporation or of any substantial part of its property, or 
make an assignment for the benefit of its creditors, or admit in writing its 
inability to pay its debts generally as they become due, or if a decree or 
order for relief in respect of the Corporation shall be entered by a court 
having jurisdiction in the premises in an involuntary case under the Federal 
bankruptcy laws or any other applicable Federal or state bankruptcy, 
insolvency or similar law, or appointing a receiver, liquidator, assignee, 
custodian, trustee, sequestrator (or other similar official) of the 
Corporation or of any substantial part of its property, or ordering the 
winding up or liquidation of its affairs, and any such decree or order shall 
be unstayed and in effect for a period of ninety consecutive days and on 
account of any such event the Corporation shall liquidate, dissolve or wind 
up, or if the Corporation shall otherwise liquidate, dissolve or wind up, no 
distribution shall be made (i) to the holders of shares of Junior Liquidation 
Stock unless, prior thereto, the holders of shares of Class B Stock, subject 
to Section 8, shall have received the Liquidation Preference (as defined in 
Section 11 hereof) with respect to each share, or (ii) to the holders of 
shares of Parity Liquidation Stock, except distributions made ratably to the 
holders of the Class B Stock and the Parity Liquidation Stock in proportion 
to the total amounts to which the holders of all such shares of Class B Stock 
and Parity Liquidation Stock would be entitled upon such liquidation, 
dissolution or winding up.  Upon any such liquidation, dissolution or winding 
up, the holders of shares of Class B Stock shall be entitled to receive the 
Liquidation Preference with respect to each such share and no more.

          (b)  Neither the merger or other business combination of the 
Corporation with or into any other Person (as defined in Section 11 hereof) 
or Persons nor the sale of all or substantially all the assets of the 
Corporation shall be deemed to be a liquidation, dissolution or winding up of 
the Corporation for purposes of this Section 7.

SECTION 8.    CONVERSION.

          (a)  Subject to the provisions for adjustment hereinafter set 
forth, each share of Class B Stock shall be convertible at the option of the 
holder thereof into fully paid and nonassessable shares of Common Stock.  The 
number of shares of Common Stock deliverable upon conversion

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of a share of Class B Stock, adjusted as hereinafter provided, is referred to 
herein as the "Conversion Ratio."  The Conversion Ratio shall initially be 
20.8333 and the Conversion Price shall initially be $2.40.  Upon the Reset 
Date, the Conversion Price shall be adjusted to equal 120% of the Reset 
Market Value and the Conversion Ratio shall be adjusted to equal 50 divided 
by 120% of the Reset Market Value; PROVIDED, HOWEVER, if the Reset Market 
Value is (i) $2.71 or greater, the Conversion Price shall be adjusted to equal 
$3.25 and the Conversion Ratio shall be adjusted to equal 15.3846 or 
(ii) $1.25 or less, the Conversion Price shall be adjusted to equal $1.50 and 
the Conversion Ratio shall be adjusted to equal 33.3333.  The Conversion 
Ratio and the Conversion Price are subject to further adjustment from time 
to time pursuant to Section 8(g).

          (b)  Conversion of the Class B Stock may be effected by any such 
holder upon the surrender to the Corporation at the principal office of the 
Corporation in the State of Delaware (the "Transfer Agent") or at the office 
of any agent or agents of the Corporation, as may be designated by the Board 
of Directors of the Corporation, of the certificate for such Class B Stock to 
be converted accompanied by a written notice stating that such holder elects 
to convert all or a specified whole number of such shares in accordance with 
the provisions of this Section 8 and specifying the name or names in which 
such holder wishes the certificate or certificates for shares of Common Stock 
to be issued.  In case such notice shall specify a name or names other than 
that of such holder, such notice shall be accompanied by payment of all 
transfer taxes payable upon the issuance of shares of Common Stock in such 
name or names.  Other than such taxes, the Corporation will pay any and all 
issue and other taxes (other than taxes based on income) that may be payable 
in respect of any issue or delivery of shares of Common Stock on conversion 
of Class B Stock pursuant hereto.  As promptly as practicable, and in any 
event within five Business Days after the surrender of such certificate or 
certificates and the receipt of such notice relating thereto and, if 
applicable, payment of all transfer taxes (or the demonstration to the 
satisfaction of the Corporation that such taxes have been paid), the 
Corporation shall deliver or cause to be delivered (i) certificates 
representing the number of validly issued, fully paid and nonassessable full 
shares of Common Stock to which the holder of shares of Class B Stock being 
converted shall be entitled and (ii) if less than the full number of shares 
of Class B Stock evidenced by the surrendered certificate or certificates is 
being converted, a new certificate or certificates, of like tenor, for the 
number of shares evidenced by such surrendered certificate or certificates 
less the number of shares being converted.  Such conversion shall be deemed to
have been made at the close of business on the date of giving such notice and 
of such surrender of the certificate or certificates representing the shares of 
Class B Stock to be converted (the "Conversion Date") so that the rights of the 
holder thereof as to the shares being converted shall cease except for the 
right to receive shares of Common Stock in accordance herewith, and the Person 
entitled to receive the shares of Common Stock shall be treated for all 
purposes as having become the record holder of such shares of Common Stock at 
such time.  The Corporation shall not be required to convert, and no surrender 
of shares of Class B Stock shall be effective for that purpose, while the 
transfer books of the Corporation for the Common Stock are closed for any 
purpose (but not for any period in excess of five days); but the surrender of 
shares of Class B Stock for conversion during any period while such books are 
so closed shall become effective for conversion immediately upon the reopening 
of such books, as if the conversion had been made on the date such shares of 
Class B Stock were surrendered, and at the Conversion Ratio in effect at the 
date of such surrender.

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          (c)  In case any shares of Class B Stock are to be redeemed 
pursuant to Section 5, such right of conversion shall cease and terminate as 
to the shares of Class B Stock to be redeemed at the close of business on the 
fifth Business Day next preceding the date fixed for redemption unless the 
Corporation shall default in the payment of the Redemption Price.

          (d)  The Conversion Ratio shall be subject to adjustment from time 
to time in certain instances as hereinafter provided.  Upon conversion, the 
holder of shares of Class B Stock shall be entitled to receive any accrued 
and unpaid dividends on the shares of Class B Stock surrendered for conversion 
to the Conversion Date.  Such accrued and unpaid dividends shall be payable 
by the Corporation, at its option, in cash (to the extent funds are legally 
available therefor) or in shares of Common Stock valued at the Fair Market 
Value as of the third Business Day prior to the Conversion Date, instead of 
in cash.

          (e)  In connection with the conversion of any shares of Class B 
Stock, no fractions of shares of Common Stock shall be issued, but in lieu 
thereof the Corporation shall either (i) deliver a whole share of Common 
Stock in respect of the fractional share to which the holder would otherwise 
have been entitled upon such conversion or (ii) pay a cash adjustment in 
respect of such fractional interest in an amount equal to such fractional 
interest multiplied by the Current Market Price per share of Common Stock on 
the Trading Day on which such shares of Class B Stock are deemed to have been 
converted.  If more than one share of Class B Stock shall be surrendered for 
conversion by the same holder at the same time, the number of full shares of 
Common Stock issuable on conversion thereof shall be computed on the basis of 
the total number of shares of Class B Stock so surrendered.

          (f)  The Corporation shall at all times reserve and keep available 
for issuance upon the conversion of the Class B Stock, free from any 
preemptive rights, such number of its authorized but unissued shares of 
Common Stock as will from time to time be sufficient to permit the conversion 
of all outstanding shares of Class B Stock, and shall take all action 
required to increase the authorized number of shares of Common Stock if 
necessary to permit the conversion of all outstanding shares of Class B Stock.

          (g)  The Conversion Ratio will be subject to adjustment from time 
to time as follows:

               (1)  In case the Corporation shall at any time or from time to 
time after the First Issue Date (A) pay a dividend, or make a distribution, 
on the outstanding shares of Common Stock in shares of Common Stock, (B) 
subdivide the outstanding shares of Common Stock, (C) combine the outstanding 
shares of Common Stock into a smaller number of shares or (D) issue by 
reclassification of the shares of Common Stock any shares of capital stock of 
the Corporation, then, and in each such case, the Conversion Ratio in effect 
immediately prior to such event or the record date therefor, whichever is 
earlier, shall be adjusted so that the holder of any shares of Class B Stock 
thereafter surrendered for conversion shall be entitled to receive the number 
of shares of Common Stock or other securities of the Corporation which such 
holder would have owned or have been entitled to receive after the happening 
of any of the events described above, had such shares of Class B Stock been 
surrendered for conversion immediately


                                       10
<PAGE>

prior to the happening of such event or the record date therefor, whichever 
is earlier.  An adjustment made pursuant to this clause (i) shall become 
effective (x) in the case of any such dividend or distribution, immediately 
after the close of business on the record date for the determination of 
holders of shares of Common Stock entitled to receive such dividend or 
distribution, or (y) in the case of such subdivision, reclassification or 
combination, at the close of business on the day upon which such corporate 
action becomes effective.  No adjustment shall be made pursuant to this 
clause (i) in connection with any transaction to which paragraph (h) applies.

      (2)   In case the Corporation shall at any time or from time to time 
after the First Issue Date declare, order, pay or make a dividend or other 
distribution (including, without limitation, any distribution of stock or 
other securities or property or rights or warrants to subscribe for 
securities of the Corporation or any of its Subsidiaries by way of dividend 
or spinoff), on its Common Stock, other than dividends or distributions of 
shares of Common Stock which are referred to in clause (1) of this paragraph 
(g), then the Conversion Ratio shall be adjusted so that the holder of each 
share of Class B Stock shall be entitled to receive, upon the conversion 
thereof, the number of shares of Common Stock determined by multiplying (1) 
the applicable Conversion Ratio on the day immediately prior to the record 
date fixed for the determination of stockholders entitled to receive such 
dividend or distribution by (2) a fraction, the numerator of which shall be 
the Current Market Price per share of Common Stock for the period of 20 
Trading Days preceding such record date, and the denominator of which shall 
be such Current Market Price per share of Common Stock less the Fair Market 
Value (as defined in Section 11 hereof) per share of Common Stock (as 
determined in good faith by the Board of Directors of the Corporation, a 
certified resolution with respect to which shall be mailed to each holder of 
shares of Class B Stock) of such dividend or distribution; PROVIDED, HOWEVER, 
that in the event of a distribution of capital stock of a Subsidiary of the 
Corporation (a "Spin-Off") made to holders of shares of Common Stock, the 
numerator of such fraction shall be the sum of the Current Market Price per 
share of Common Stock for the period of 20 Trading Days preceding the 35th 
Trading Day after the effective date of such Spin-Off and the Current Market 
Price of the number of shares (or the fraction of a share) of capital stock 
of the Subsidiary which is distributed in such Spin-Off in respect of one 
share of Common Stock for the period of 20 Trading Days preceding such 35th 
Trading Day and the denominator of which shall be the Current Market Price per
share of Common Stock for the period of 20 Trading Days preceding such 35th
Trading Day.  An adjustment made pursuant to this clause (2) shall be made 
upon the opening of business on the next Business Day following the date on 
which any such dividend or distribution is made and shall be effective 
retroactively immediately after the close of business on the record date 
fixed for the determination of stockholders entitled to receive such dividend 
or distribution; PROVIDED, HOWEVER, that if the proviso to the preceding 
sentence applies, then such adjustment shall be made and be effective as of 
such 35th Trading Day after the effective date of such Spin-Off.  No 
adjustment shall be made pursuant to this clause (2) in connection with any 
transaction to which paragraph (h) applies.

      (3)   For purposes of this paragraph (g), the number of shares of 
Common Stock at any time outstanding shall not include any shares of Common 
Stock then owned or held by or for the account of the Corporation.


                                       11
<PAGE>

      (4)   The term "dividend," as used in this paragraph (g) shall mean a 
dividend or other distribution upon Common Stock of the Corporation.

      (5)   Anything in this paragraph (g) to the contrary notwithstanding, 
the Corporation shall not be required to give effect to any adjustment in the 
Conversion Ratio unless and until the net effect of one or more adjustments 
(each of which shall be carried forward), determined as above provided, shall 
have resulted in a change of the Conversion Ratio by at least one 
one-hundredth of one share of Common Stock, and when the cumulative net 
effect of more than one adjustment so determined shall be to change the 
Conversion Ratio by at least one one-hundredth of one share of Common Stock, 
such change in Conversion Ratio shall thereupon be given effect.

      (6)    The certificate of any firm of independent public accountants of 
recognized standing selected by the Board of Directors of the Corporation 
(which may be the firm of independent public accountants regularly employed 
by the Corporation) shall be presumptively correct for any computation made 
under this paragraph (g).

      (7)   If the Corporation shall take a record of the holders of its 
Common Stock for the purpose of entitling them to receive a dividend or other 
distribution, and shall thereafter and before the distribution to 
stockholders thereof legally abandon its plan to pay or deliver such dividend 
or distribution, then thereafter no adjustment in the number of shares of 
Common Stock issuable upon exercise of the right of conversion granted by 
this paragraph (g) or in the Conversion Ratio then in effect shall be 
required by reason of the taking of such record.

      (8)   There shall be no adjustment of the Conversion Ratio in case of 
the issuance of any stock of the Corporation in a merger, reorganization, 
acquisition or other similar transaction except as set forth in paragraphs 
(g)(1) and (h) of this Section 8.

      (h)   In case of any capital reorganization or reclassification of 
outstanding shares of Common Stock (other than a reclassification covered by 
Section 8(g)(1)), or in the case of any merger of the Corporation with or 
into another Corporation, or in case of any sale or conveyance to another 
Corporation of all or substantially all of the assets or property of the 
Corporation (each of the foregoing being referred to as a "Transaction"), 
each share of Class B Stock then outstanding shall thereafter be convertible 
into, in lieu of the Common Stock issuable upon such conversion prior to 
consummation of such Transaction, the kind and amount of shares of stock and 
other securities and property receivable (including cash or securities of the 
Surviving Person (as defined in Section 11 hereof) upon the consummation of 
such Transaction by a holder of that number of shares of Common Stock into 
which one share of Class B Stock was convertible immediately prior to such 
Transaction (including, on a pro rata basis, the cash, securities or property 
received by holders of Common Stock in any tender or exchange offer that is a 
step in such Transaction).  In any such case, if necessary, appropriate 
adjustment (as determined by the Board of Directors) shall be made in the 
application of the provisions set forth in this Section 8 with respect to 
rights and interests thereafter of the holders of shares of Class B Stock to 
the end that the provisions set forth herein for the protection of the 
conversion rights of the Class B Stock


                                       12
<PAGE>

shall thereafter be applicable, as nearly as reasonably may be, to any such 
other shares of stock and other securities and property deliverable upon 
conversion of the shares of Class B Stock remaining outstanding (with such 
adjustments in the conversion price and number of shares issuable upon 
conversion and such other adjustments in the provisions hereof as the Board 
of Directors shall determine to be appropriate).  In case securities or 
property other than Common Stock shall be issuable or deliverable upon 
conversion as aforesaid, then all references in this Section 8 shall be 
deemed to apply, so far as appropriate and as nearly as may be, to such other 
securities or property.

      Notwithstanding anything contained herein to the contrary, the 
Corporation will not effect any Transaction unless, prior to the consummation 
thereof, the Surviving Person thereof shall assume, by written instrument 
mailed to each holder of shares of Class B Stock, the obligation to deliver 
to such holder such cash, property or securities to which, in accordance with 
the foregoing provisions, such holder is entitled.

      (i)   In case at any time or from time to time the Corporation shall 
pay any dividend or make any other distribution to the holders of its Common 
Stock, or shall offer for subscription pro rata to the holders of its Common 
Stock any additional shares of stock of any class or any other right, or 
there shall be any capital reorganization or reclassification of the Common 
Stock of the Corporation or merger of the Corporation with or into another 
Corporation, or any sale or conveyance to another Corporation of the property 
of the Corporation as an entirety or substantially as an entirety, or there 
shall be a voluntary or involuntary dissolution, liquidation or winding up of 
the Corporation, then, in any one or more of said cases the Corporation shall 
give at least 20 days prior written notice (the time of mailing of such 
notice shall be deemed to be the time of giving thereof) to the registered 
holders of Class B Stock at the addresses of each as shown on the books of 
the Corporation maintained by the transfer agent thereof as of the date on 
which (i) the books of the Corporation shall close or a record shall be taken 
for such stock dividend, distribution or subscription rights or (ii) such 
reorganization, reclassification, merger, sale or conveyance, dissolution, 
liquidation or winding up shall take place, as the case may be, provided that 
in the case of any Transaction to which paragraph (h) applies the Corporation 
shall give at least thirty days prior written notice as aforesaid.  Such 
notice shall also specify the date as of which the holders of the Common 
Stock of record shall participate in said dividend, distribution or 
subscription rights or shall be entitled to exchange their Common Stock for 
securities or other property deliverable upon such reorganization, 
reclassification, merger, sale or conveyance or participate in such 
dissolution, liquidation or winding up, as the case may be.  Failure to give 
such notice shall not invalidate any action so taken.

SECTION 9.  REPORTS AS TO ADJUSTMENTS.

      Upon any adjustment of the Conversion Ratio then in effect and any 
increase or decrease in the number of shares of Common Stock issuable upon 
the operation of the conversion set forth in Section 8 hereof, then, and in 
each such case, the Corporation shall promptly deliver to the transfer agent 
of the Class B Stock and Common Stock, a certificate signed by the President 
or a Vice President and by the Treasurer or an Assistant Treasurer or the 
Secretary or an Assistant Secretary of the Corporation setting forth in 
reasonable detail the event requiring the adjustment

                                       13
<PAGE>

and the method by which such adjustment was calculated and specifying the 
Conversion Ratio then in effect following such adjustment and the increased 
or decreased number of shares issuable upon the conversion set forth in 
Section 8 hereof.  The Corporation shall also promptly after the making of 
such adjustment give written notice to the registered holders of the Class B 
Stock at the address of each holder as shown on the books of the Corporation 
maintained by the Transfer Agent thereof, which notice shall state the 
Conversion Ratio then in effect, as adjusted, and the increased or decreased 
number of shares issuable upon the exercise of the right of conversion 
granted by Section 8 hereof, and shall set forth in reasonable detail the 
method of calculation of each and a brief statement of the facts requiring 
such adjustment.  Where appropriate, such notice to holders of the Class B 
Stock may be given in advance and included as part of the notice required 
under the provisions of Section 8(i) hereof.

SECTION 10.   CERTAIN COVENANTS

      (a)   Following the First Issue Date, and except in payment of 
dividends pursuant to Section 2(c), the Corporation shall not issue 
additional shares of Class B Stock.

      (b)   Any registered holder of Class B Stock may proceed to protect and 
enforce its rights and the rights of such holders by any available remedy by 
proceeding at law or in equity to protect and enforce any such rights, 
whether for the specific enforcement of any provision in this Certificate of 
Designation, or in aid of the exercise of any power granted herein, or to 
enforce any other proper remedy.

SECTION 11.   DEFINITIONS.

      The following terms shall have the meanings indicated:

      "Affiliate" of any specified Person means any other Person directly or 
indirectly controlling or controlled by or under direct or indirect common 
control with such specified person.  For the purposes of this definition, 
"control" (including, with correlative meanings, the terms "controlled by" 
and "under common control with"), as used with respect to any Person, shall 
mean the possession, directly or indirectly, of the power to direct or cause 
the direction of the management or policies of such Person, whether through 
the ownership of voting securities or by agreement or otherwise.

      "Approval Date" shall mean the earlier of (i) the tenth day following 
the mailing by the Company of a notice to stockholders of receipt by the 
Company of written confirmation of waiver by the NASDAQ of its shareholder 
voting requirements with respect to the right of the holders of the Class B 
Stock to vote such shares on an as-converted basis, or (ii) the date of 
approval by the Company's stockholders of the right of the holders of the 
Class B Stock to vote such shares on an as converted basis.

      "Bank Credit Agreement" shall mean the Credit Agreement, dated as of 
June 15, 1995, among the Company, the banks party thereto, and Bankers Trust 
Company as Agent for the bank


                                       14
<PAGE>

parties thereto, as amended from time to time, and any refinancings, renewals 
and replacements thereof.

      "Business Day" shall mean any day other than Saturday, Sunday or a day 
on which banking institutions in the State of Delaware are authorized or 
obligated by law or executive order to close.

      "Class A Stock" shall mean the Class A Convertible Preferred Stock, par 
value $1.00 per share, of the Corporation.

      "Conversion Price" shall mean an amount equal to the Stated Value 
divided by the Conversion Ratio (as adjusted pursuant to paragraph (g) of 
Section 8 hereof).

      "Current Market Price," when used with reference to shares of Common 
Stock or other securities on any date, shall mean the volume weighted average 
of the sales prices for shares of Common Stock or other such securities on 
such date and, when used with reference to shares of Common Stock or other 
securities for any period shall mean the volume weighted average of the sale 
prices for shares of Common Stock or such other securities for such period.  
If the Common Stock is not listed or admitted to trading on a national 
securities exchange or an automated quotation system that permits 
determination of weighted average sale prices over a period of time, then 
"Current Market Price" for any period shall mean the average of the last 
quoted sale price or, if not so quoted, the average of the high bid and low 
asked prices in the over-the-counter market, as reported by the National 
Association of Securities Dealers, Inc. Automated Quotation System or 
such other system then in use, or, if on any such date the Common Stock or 
such other securities are not quoted by any such organization, the average of 
the closing bid and asked prices are furnished by a professional market maker 
making a market in the Common Stock or such other securities selected by the
Board of Directors of the Corporation. If the Common Stock or such other
securities are not publicly held or so listed or publicly traded, "Current 
Market Price" shall mean the fair market value per share of Common Stock or
such other securities as determined in good faith by the Board of Directors of
the Corporation based on an opinion of an independent investment banking firm
with an established national reputation as a valuer of securities, which
opinion may be based on such assumptions as such firm shall deem to be
necessary and appropriate.

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

      "Exchange Act" shall mean the Securities Exchange Act of 1934, as 
amended, or any similar Federal statute, and the rules and regulations of the 
Securities and Exchange Commission thereunder, all as the same shall be in 
effect at the time.  References to a particular section of the Exchange Act 
shall include reference to the comparable section, if any, of any such 
similar Federal statute.

      "Fair Market Value" shall mean, as to shares of Common Stock or any 
other class of capital stock or securities of the Corporation or any other 
issuer which are publicly traded, the Current Market Price of such shares or 
securities for the 30 Trading Day period preceding the


                                       15
<PAGE>

date as of which the Fair Market Value is to be determined.  The "Fair Market 
Value" of any security which is not publicly traded or of any other property 
shall mean the fair value thereof as determined by an independent investment 
banking or appraisal firm experienced in the valuation of such securities or 
property selected in good faith by the Board of Directors of the Corporation 
or a committee thereof, or, if no such investment banking or appraisal firm 
is in the good faith judgment of the Board of Directors or such committee 
available to make such determination, as determined in good faith by the 
Board of Directors of the Corporation or such committee.

      "First Issue Date" shall mean the first date that any shares of Class B 
Stock are issued.

      "Issue Date" shall mean, with respect to any share of Class B Stock, 
the date on which such share of Class B Stock is issued.

      "Junior Dividend Stock" shall mean (i) the Common Stock and (ii) any 
other capital stock of the Corporation which ranks junior as to dividends to 
the Class B Stock.

      "Junior Liquidation Stock" shall mean (i) the Common Stock and (ii) any 
other capital stock of the Corporation which ranks junior upon liquidation, 
dissolution or winding up to the Class B Stock.

      "Liquidation Preference" with respect to a share of Class B Stock shall 
mean the Stated Value per share, plus an amount equal to all accrued but 
unpaid dividends.

      "NASDAQ" shall mean the NASDAQ Stock Market.

      "NASDAQ Rules" shall mean Rule 4460(i) of the NASDAQ Stock Market Rules 
of the NASDAQ Stock Market.

      "Parity Dividend Stock" shall mean (i) the Class A Stock and (ii) any 
other capital stock of the Corporation ranking on a parity as to dividends with
the Class B Stock.

      "Parity Liquidation Stock" shall mean (i) the Class A Stock and (ii) any 
other capital stock of the Corporation ranking on a parity upon liquidation, 
dissolution or winding up with the Class B Stock.

      "Person" shall mean any individual, firm, corporation or other entity, 
and shall include any successor (by merger or otherwise) of such entity.

      "Principal Issue Date" shall mean September 17, 1996.

      "Purchasers" shall mean Trefoil Capital Investors II, L.P., a Delaware 
limited partnership, and GE Investment Private Placement Partners II, A 
Limited Partnership, a Delaware limited partnership.


                                       16
<PAGE>

      "Qualified Person" shall mean any person that, immediately after giving 
effect to the applicable Transaction, (i) is a solvent corporation or other 
entity organized under the laws of any State of the United States of America 
having its common stock or, in case of an entity other than a corporation, 
equivalent equity securities, listed on the New York Stock Exchange or the 
American Stock Exchange or quoted by the Nasdaq National Market System or any 
successor thereto or comparable system, and such common stock or equivalent 
equity security continues to meet the requirements for such listing or 
quotation and (ii) is required to file, and in each of its three fiscal 
years immediately preceding the consummation of the applicable Transaction 
(or since its inception) has filed, reports with the Securities and Exchange 
Commission pursuant to Section 13 or 15(d) of the Exchange Act.

      "Redemption Fair Market Value" shall mean, as to shares of Common 
Stock, the Current Market Price of such shares or securities for the 60-day 
period preceding the date as of which the Redemption Fair Market Value is to 
be determined.  The "Redemption Fair Market Value" of the Common Stock if it 
is not publicly traded shall mean its Fair Market Value.

      "Required Issue Date" shall mean December 31, 1996.

      "Reset Date" shall mean the first Trading Day after the end of the 20 
Trading Day period utilized to determine the Reset Market Value.

      "Reset Market Value" shall mean the Current Market Price of Common 
Stock for the 20 Trading Day period following the earlier of (i) the date 
which three Trading Days after public announcement of the Corporation's 
results for its fiscal quarter ending January 3, 1998 and (ii) February 2, 
1998.

      "Senior Notes" shall mean the Corporation's 12% Senior Notes due 2004 
and any other senior indebtedness of the Corporation the net proceeds of 
which are used in full to pay principal, prepayment penalty and accrued 
interest on such principal, the incurrence of which is approved by the vote 
of the holders of a majority of the outstanding shares of Class B Stock.

      "Subsidiary" of any Person means any corporation or other entity of 
which a majority of the voting power of the voting equity securities or 
equity interest is owned, directly or indirectly, by such Person.

      "Surviving Person" shall mean the continuing or surviving Person of a 
merger or other business combination, the Person receiving a transfer of all 
or a substantial part of the properties and assets of the Corporation, or the 
Person merging into the Corporation in a merger or other business combination 
in which the Corporation is the continuing or surviving Person, but in 
connection with which the Class B Stock or Common Stock of the Corporation is 
exchanged or converted into the securities of any other Person or cash or any 
other property; PROVIDED, HOWEVER, if such surviving Person is a direct or 
indirect Subsidiary of a Qualified Person, the parent entity that is a 
Qualified Person shall be the Surviving Person.


                                       17
<PAGE>

      "Survivor Common Stock" with respect to any Surviving Person shall 
mean any shares of such Surviving Person of any class or series which has no 
preference or priority in the payment of dividends or in the distribution of 
assets upon any voluntary or involuntary liquidation, dissolution or winding 
up of such Surviving Person and which is not subject to redemption by such 
Surviving Person; PROVIDED, HOWEVER, that if at any time there shall be more 
than one such class or series, the shares of each such class and series 
issuable upon conversion of the Class B Stock then being converted shall be
substantially in the proportion to the total number of shares of each such 
class and series.

      "Trading Day" means a day on which the principal national securities 
exchange (including, if applicable, the Nasdaq Stock Market) on which the 
Common Stock is listed or admitted to trading is open for the transaction of 
business or, if the Common Stock is not listed or admitted to trading on any 
national securities exchange, a Business Day.















                                       18
<PAGE>

      IN WITNESS WHEREOF, the officers set forth below, acting for and on 
behalf of the Grand Union Company, have hereunto subscribed their names on 
this 11th day of June 1997.


                                        THE GRAND UNION COMPANY

                                        By: /s/ Jeffrey Freimark
                                           ---------------------------
                                        Name:  Jeffrey Freimark
                                        Title: Executive Vice President


   By: /s/ Donald C. Vaillancourt
      -------------------------------
   Name:  Donald C. Vaillancourt
   Title: Secretary