AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                            RICHFOOD HOLDINGS, INC.
                 (amended and restated as of January 28, 1997)



                                   ARTICLE I.

                           MEETINGS OF SHAREHOLDERS.

           1.1 Places of  Meetings.  All meetings of the  shareholders  shall be
held at such place,  either within or without the  Commonwealth of Virginia,  as
from time to time may be fixed by the Board of Directors.

           1.2 Annual  Meetings.  Subject to the Board of Directors'  ability to
postpone a meeting under Virginia law, the annual meeting and all other meetings
of shareholders  shall be held on such date and at such time and place as may be
fixed by the Board of  Directors  and stated in the notice of the  meeting.  The
annual  meeting shall be held for the purpose of electing  Directors and for the
transaction  of only such  other  business  as is  properly  brought  before the
meeting in accordance with these bylaws. To be properly brought before an annual
meeting,  business must be (i) specified in the notice of annual meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii)
otherwise  properly  brought before the annual meeting by or at the direction of
the Board of Directors, or (iii) otherwise properly brought  before the annual
meeting by a  shareholder.  In addition to any other applicable  requirements
for business to be properly  brought  before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof

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in writing to the Secretary.  To be timely,  a  shareholder's  notice must be in
writing and  delivered or mailed to and received by the  Secretary not less than
sixty (60) days before the first  anniversary  of the date of the  Corporation's
proxy  statement in connection  with the last annual  meeting.  A  shareholder's
notice  to the  Secretary  shall  set forth as to each  matter  the  shareholder
proposes  to bring  before the annual  meeting  (i) 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, (ii) the name and record address
of the shareholder  proposing such business,  (iii) the class, series and number
of the Corporation's shares that are beneficially owned by the shareholder,  and
(iv) any material interest of the shareholder in such business.  Notwithstanding
anything in these bylaws to the contrary,  no business shall be conducted at the
annual  meeting  except  in  accordance  with the  procedures  set forth in this
Section 1.2; provided, however, that nothing in this Section 1.2 shall be deemed
to preclude  discussion  by any  shareholder  of any business  properly  brought
before the annual  meeting.  In the event that a  shareholder  attempts to bring
business before an annual meeting without  complying with the provisions of this
Section  1.2,  the  chairman of the meeting  shall  declare to the  shareholders
present at the meeting that the business was not properly brought before the
meeting in accordance with the foregoing procedures, and such business shall not
be transacted.

           1.3 Special  Meetings.  A special meeting of the shareholders for any
purpose or purposes may be called at any time by the Chairman of the Board,  the
Vice-Chairman of the Board or the Chief Executive Officer or by a majority of
the Board of Directors.  At a special meeting no business shall be transacted
and no corporate  action  shall be taken  other  than that  stated in the notice
of the meeting.


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           1.4 Notice of Meetings.  Written or printed notice stating the place,
day and hour of every  meeting  of the  shareholders  and,  in case of a special
meeting,  the  purpose or  purposes  for which the  meeting is called,  shall be
mailed not less than ten nor more than sixty days before the date of the meeting
to each  shareholder of record entitled to vote at such meeting,  at his address
which  appears in the share  transfer  books of the  Corporation.  Such  further
notice  shall be given  as may be  required  by law,  but  meetings  may be held
without  notice if all the  shareholders  entitled  to vote at the  meeting  are
present  in person or by proxy or if  notice is waived in  writing  by those not
present, either before or after the meeting.

           1.5 Quorum.  Any number of shareholders  together  holding at least a
majority of the votes  entitled to be cast by a voting group with respect to the
business  to be  transacted,  who shall be present in person or  represented  by
proxy at any meeting duly called, shall constitute a quorum of that voting group
for the transaction of business.  If less than a quorum shall be in  attendance
at the time for which a meeting shall have been called,  the meeting may be
adjourned  from time to time by a majority of the shareholders present or
represented by proxy without notice other than by announcement at the meeting.

           1.6 Voting.  At any meeting of the shareholders each shareholder of a
class entitled to vote on any matter coming before the meeting shall, as to such
matter, have that number of votes specified in the Articles of Incorporation, in
person or by proxy,  for each share of capital  stock of such class  standing in
his name on the books of the Corporation on the date, not more than seventy days
prior to such  meeting,  fixed by the Board of  Directors as the record date for
the purpose of determining  shareholders  entitled to vote. Every proxy shall be
in  writing,  dated and signed by the  shareholder  entitled to vote or his duly
authorized attorney-in-fact.


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<PAGE>

           1.7 Inspectors.  An appropriate  number of inspectors for any meeting
of shareholders may be appointed by the Chairman of such meeting.  Inspectors so
appointed will open and close the polls, will receive and take charge of proxies
and ballots and will decide all  questions as to the  qualifications  of voters,
validity of proxies and ballots and the number of votes properly cast.

                                  ARTICLE II.
                                   Directors.

           2.1  General  Powers.  The  property,  affairs  and  business  of the
Corporation shall be managed under the direction of the Board of Directors, and,
except as otherwise  expressly provided by law, the Articles of Incorporation or
these  bylaws,  all of the  powers  of the  Corporation  shall be vested in such
Board.

           2.2 Number of  Directors.  The number of Directors  constituting  the
Board of  Directors  shall be twelve  (12),  and shall be  subject  to change as
provided in the Articles of Incorporation.

           2.3 Election and Removal of Directors; Quorum.

                      (a)  Directors shall be elected at each annual meeting of
shareholders to succeed those  Directors whose terms have expired and to fill
any vacancies then existing.

                      (b)  Directors shall hold their offices for terms of one
year and until their successors are elected.

                      (c)  Any vacancy occurring in the Board of Directors may
be filled by the affirmative  vote of the majority of the remaining  Directors
though less

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<PAGE>

than a quorum of the Board,  and the term of office of any  Director  so elected
shall expire at the next annual meeting of  shareholders  and when his successor
is elected.

                      (d)  A majority of the number of Directors elected and
serving shall constitute a quorum for the  transaction of meeting at which a
quorum is present shall be the act of the Board of  Directors.  Less than a
quorum may adjourn any meeting.

                      (e)  Subject to any rights of holders of preferred shares,
only persons who are nominated in accordance  with the  procedures  set forth in
this Section 2.3(e) shall be eligible for election as Directors.  Notice of
nominations  made by shareholders entitled to vote for the election of Directors
shall be received in writing by the Secretary not less than fifty (50) nor more
than  seventy-five (75) days before the first  anniversary of the date of the
Corporation's  proxy statement in  connection  with the last meeting of
shareholders  called for the election of Directors.  Each notice shall set forth
(i) the name, age,  business address  and,  if known,  residence  address of
each  nominee  proposed  in such notice,  (ii) the principal  occupation or
employment of each such nominee,  and (iii) the  number and class of capital
shares of the  Corporation  beneficially owned by each such nominee.  The
Secretary shall deliver all such notices to the Corporation's  Nominating
Committee, or such other committee as may be appointed by the Board of Directors
from time to time for such propose,  for review.  The Nominating  Committee
shall thereafter make its  recommendation  with respect to nominees to the Board
of Directors.  The chairman of any meeting of shareholders called for the
election of Directors may, if the facts warrant, determine that a nomination was
not made in accordance with the foregoing  procedures,  and if he should so
determine,  he shall so  declare  to the  meeting  and the  defective nomination
shall be disregarded.

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<PAGE>


                      (f) No person shall be elected or re-elected as a Director
if at the time of any proposed  election or  re-election he or she shall have
attained the age of seventy (70) years.

           2.4 Chairman and Vice Chairmen of the Board.  The Board at its annual
meeting  shall  elect  a  Chairman  of the  Board  and  may  elect  one or  more
Vice-Chairmen of the Board, each of whom shall hold office until the next annual
meeting  and  until  their   successors  are  elected.   The  Chairman  and  any
Vice-Chairman  may be removed  summarily with or without cause,  at any time, by
the Board. Vacancies in such positions may be filled by the Board of Directors.

           2.5  Meetings  of  Directors.  An  annual  meeting  of the  Board  of
Directors  shall be held as soon as  practicable  after the  adjournment  of the
annual meeting of shareholders  at such place as the Board may designate.  Other
meetings of the Board of Directors shall be held at places within or without the
Commonwealth  of Virginia and at times fixed by resolution of the Board, or upon
call of the Chairman of the Board,  any  Vice-Chairman  of the Board,  the Chief
Executive  Officer  or any  one of  the  Directors.  The  Secretary  or  officer
performing the Secretary's  duties shall give not less than  twenty-four  hours'
notice by letter,  telegraph or telephone  (or in person) of all meetings of the
Board of Directors, provided that notice need not be given of the annual meeting
or of regular  meetings  held at times and  places  fixed by  resolution  of the
Board.  Meetings may be held at any time without  notice if all of the Directors
are present,  or if those not present waive notice in writing either before or
after the  meeting.  The notice of meetings of the Board need not state the
purpose of the meeting.

           2.6 Compensation of Directors.  Directors, as such, shall not receive
any stated salary for their services, except that, by resolution of the Board of
Directors,  Directors may be paid (i) a retainer in an amount  determined by the



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<PAGE>

Board of Directors for their services as such, (ii) an additional retainer in an
amount  determined by the Board of Directors  for their  services as Chairman of
the Board of Directors  or chairman of any special or standing  committee of the
Board of  Directors,  and (iii) a fixed sum and expenses for  attendance at each
regular,  adjourned, or special meeting of the Board of Directors or any special
or standing committee thereof. Nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor.

           2.7 Director Emeritus.  The Board of Directors may from time to time
elect one or more  Directors  Emeritus.  Unless  otherwise  determined by the
Board of Directors,  the election of a Director Emeritus shall continue in
effect for the remainder of his or her life. The Chairman of the Board and the
Chief  Executive Officer may, at their  election,  call upon any Director
Emeritus  from time to time for advice and consultation on matters of importance
to the Corporation and the  Chairman  of the Board or the  Chief  Executive
Officer  may,  on  special occasions,  invite any  Director  Emeritus  to attend
meetings  of the Board of Directors. In order that the position may be solely an
honorary one carrying with it no obligation for the  performance of any specific
duties,  the provisions  pertaining to Directors  contained in the Articles of
Incorporation of the Corporation and in these Bylaws shall not apply to any
Director  Emeritus.  Directors  Emeritus shall not be entitled to receive any
compensation from the Corporation for serving in such capacity.

                                  ARTICLE III.
                                  Committees.

           3.1  Executive  Committee.  The  Board of  Directors,  by  resolution


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<PAGE>

adopted by a majority of the number of Directors  fixed in accordance with these
bylaws,  may elect an Executive  Committee  which shall consist of not less than
two  Directors,  including  the  Chief  Executive  Officer.  When  the  Board of
Directors is not in session, the Executive Committee shall have all power vested
in the Board of Directors by law, by the Articles of  Incorporation  or by these
bylaws,  provided  that the  Executive  Committee  shall  not have  power to (i)
approve or recommend to shareholders  action that the Virginia Stock Corporation
Act requires to be approved by shareholders; (ii) fill vacancies on the Board or
on any of its committees;  (iii) amend the Articles of Incorporation pursuant to
ss. 13.1-706 of the Virginia Code; (iv) adopt,  amend, or repeal the bylaws; (v)
approve a plan of merger not requiring shareholder  approval;  (vi) authorize or
approve a distribution, except according to a general formula or method
prescribed by the Board of Directors; or (vii) authorize or approve the issuance
or sale or  contract  for sale of  shares,  or  determine  the  designation  and
relative  rights,  preferences,  and limitations of a class or series of shares,
other than within limits specifically prescribed by the Board of Directors.  The
Executive  Committee  shall report at the next regular or special meeting of the
Board of Directors  all action which the  Executive  Committee may have taken on
behalf of the Board  since the last  regular or special  meeting of the Board of
Directors.

           3.2 Audit Committee. The Board of Directors, by resolution adopted by
a majority of the number of Directors  fixed in  accordance  with these  bylaws,
shall  elect an Audit  Committee  which  shall  consist  of not less than  three
Directors;  provided,  however, that a majority (and not less than three) of the
Directors  constituting  the Audit  Committee  shall be neither (i)  officers or
employees of the Corporation or any of its subsidiaries,  nor (ii) Affiliates of

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any of the  Corporation's  Customers  or any such  Customers'  subsidiaries.  In
addition, the composition of the Committee shall comply with the requirements of
any listing  agreement of any  securities  exchange or  association to which the
Corporation is a party.  At the time of election of the Committee,  the Board of
Directors shall designate (or, in the absence of such  designation by the Board,
the  members  of the  Committee  shall  designate)  one of  the  members  of the
Committee  to be its  Chairman  to serve  until a successor  is  designated  and
serving.  The duties and  responsibilities  of the Audit  Committee shall be set
forth in an Audit  Committee  Charter which shall be adopted by the Board of
Directors and which may be amended by the Board from time to time.

           3.3 Other Committees.  The Board of Directors,  by resolution adopted
by a majority of the number of Directors  fixed in accordance with these bylaws,
may establish such other  standing or special  committees of the Board as it may
deem advisable,  consisting of not less than two Directors.  The members,  terms
and  authority  of such  committees  shall be as set  forth  in the  resolutions
establishing the same.

           3.4  Meetings.   Regular  and  special   meetings  of  any  Committee
established  pursuant to this Article may be called and held subject to the same
requirements  with respect to time,  place and notice as are  specified in these
bylaws for regular and special meetings of the Board of Directors.

           3.5 Quorum and Manner of  Acting.  A majority  of the  members of any
Committee  serving at the time of any meeting thereof shall  constitute a quorum
for the  transaction  of business at such  meeting.  The action of a majority of
those members present at a Committee  meeting at which a quorum is present shall
constitute the act of the Committee.

           3.6 Term of  Office.  Members  of any  Committee  shall be elected as
above  provided and shall hold office until their  successors are elected by the



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<PAGE>

Board  of  Directors  or until  such  Committee  is  dissolved  by the  Board of
Directors.

           3.7 Resignation and Removal.  Any member of a Committee may resign at
any  time by  giving  written  notice  of his  intention  to do so to the  Chief
Executive Officer or the Secretary of the Corporation,  or may be removed,  with
or without  cause,  at any time by such vote of the Board of  Directors as would
suffice for his election.

           3.8 Vacancies.  Any vacancy  occurring in a Committee  resulting from
any cause whatever may be filled by a majority of the number of Directors  fixed
by these bylaws.

                                  ARTICLE IV.
                                   Officers.

           4.1 Election of  Officers;  Terms. The  officers of the  Corporation
shall  consist  of a  Chairman  of the  Board,  a  Chief  Executive  Officer,  a
President,  a Secretary and a Treasurer or Chief Financial Officer. The officers
of the Corporation shall consist of a Chief Executive  Officer,  a President,  a
Secretary and a Treasurer or Chief Financial Officer. Other officers,  including
one or more  Vice-Presidents  (whose seniority and titles,  including  Executive
Vice-Presidents  and Senior  Vice-Presidents,  may be  specified by the Board of
Directors),  and assistant and  subordinate  officers,  may from time to time be
elected by the Board of Directors. All officers shall hold office until the next
annual meeting of the Board of Directors and until their successors are elected.
The Chief Executive Officer shall be chosen from among the Directors. The same
individual  may simultaneously  hold more than one office as the Board of
Directors may determine.

           4.2  Removal of Officers; Vacancies.  Any officer of the Corporation
may be

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<PAGE>

removed summarily with or without cause, at any time, by the Board of Directors.
Vacancies may be filled by the Board of Directors.

           4.3 Duties. The officers of the Corporation shall have such duties as
generally  pertain to their  offices,  respectively,  as well as such powers and
duties as are prescribed by law or are  hereinafter  provided or as from time to
time shall be conferred by the Board of  Directors.  The Board of Directors  may
require any officer to give such bond for the faithful performance of his duties
as the Board may see fit.

           4.4  Duties  of the Chief  Executive  Officer.  The  Chief  Executive
Officer shall be primarily responsible for the implementation of policies of the
Board of Directors.  He shall have  authority  over the general  management  and
direction of the business and operations of the  Corporation  and its divisions,
if any,  subject only to the ultimate  authority of the Board of  Directors.  He
shall be a director, and, except as otherwise provided in these bylaws or in the
resolutions establishing such committees, he shall be ex officio a member of all
Committees of the Board. In the absence of the Chairman and any Vice-Chairman of
the Board, or if there are no such officers,  the Chief Executive  Officer shall
preside at all  corporate  meetings.  He may sign and execute in the name of the
Corporation share certificates, deeds, mortgages, bonds, contracts or other
instruments  except in cases where the signing and the execution  thereof shall
be  expressly  delegated  by the Board of  Directors or by these bylaws to some
other  officer or agent of the  Corporation  or shall be  required  by law
otherwise to be signed or executed. In  addition,  he shall  perform  such other
duties as from time to time may be assigned to him by the Board of Directors.

           4.5 Duties of the President. The President shall have such powers and

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<PAGE>

duties  as may  from  time to time be  assigned  to him by the  Chief  Executive
Officer or the Board of  Directors.  The  President  may sign and execute in the
name of the Corporation deeds, mortgages,  bonds, contracts or other instruments
authorized by the Board of Directors,  except where the signing and execution of
such  documents  shall be  expressly  delegated by the Board of Directors or the
Chief  Executive  Officer to some other officer or agent of the  Corporation  or
shall be required by law  otherwise  to be signed or executed.  In addition,  he
shall  perform  such other duties as from time to time may be assigned to him by
the Board of Directors.

           4.6 Duties of the Vice-Presidents. Each Vice-President, if any, shall
have such  powers and duties as may from time to time be  assigned to him by the
Chief  Executive  Officer,  the  President  or  the  Board  of  Directors.   Any
Vice-President  may  sign and  execute  in the  name of the  Corporation  deeds,
mortgages,  bonds,  contracts or other  instruments  authorized  by the Board of
Directors,  except where the signing and  execution of such  documents  shall be
expressly delegated by the Board of Directors, the Chief  Executive  Officer or
the President to some other officer or agent of the Corporation or shall be
required by law otherwise to be signed or executed.

           4.7 Duties of the Treasurer or Chief Financial Officer. The Treasurer
or Chief  Financial  Officer  shall have  charge of and be  responsible  for all
funds,  securities,  receipts and  disbursements of the  Corporation,  and shall
deposit  all  monies  and  securities  of the  Corporation  in  such  banks  and
depositories  as shall be  designated  by the  Board of  Directors.  He shall be
responsible  (i) for  maintaining  adequate  financial  accounts  and records in
accordance  with  generally  accepted   accounting   practices;   (ii)  for  the

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<PAGE>

preparation of appropriate operating budgets and financial statements; (iii) for
the preparation and filing of all tax returns  required by law; and (iv) for the
performance  of all duties  incident to the office of  treasurer  and such other
duties as from time to time may be  assigned  to him by the Board of  Directors,
the Audit Committee, the Chief Executive Officer or the President. The Treasurer
or Chief  Financial  Officer may sign and execute in the name of the Corporation
share certificates,  deeds,  mortgages,  bonds,  contracts or other instruments,
except in cases where the signing and the  execution  thereof shall be expressly
delegated by the Board of Directors or by these bylaws to some other  officer or
agent of the  Corporation  or shall be required by law otherwise to be signed or
executed.

           4.8 Duties of the Secretary.  The Secretary shall act as secretary of
all meetings of the Board of Directors and shareholders of the Corporation. When
requested, he shall also act as secretary of the meetings of the committees of
the Board. He shall keep and preserve the minutes of all such meetings in
permanent books.  He shall see that all  notices  required  to be given by the
Corporation  are duly given and served;  shall have custody of the seal of the
Corporation  and shall affix  the seal or cause  it to be  affixed  to all share
certificates  of the Corporation  and to all  documents  the  execution  of
which on  behalf  of the Corporation  under its corporate seal is duly
authorized in accordance with law or the  provisions  of these  bylaws;  shall
have custody of all deeds,  leases, contracts  and other  important  corporate
documents;  shall have charge of the books,  records and papers of the
Corporation  relating to its  organization and management as a  Corporation;
shall see that all reports,  statements and other documents  required by law
(except tax returns) are properly filed; and shall in general  perform  all the
duties  incident to the office of  Secretary  and such other  duties  as from
time to time  may be  assigned  to him by the  Board  of Directors, the Chief
Executive Officer or the President.


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<PAGE>

           4.9  Compensation.  The Board of Directors shall have authority to
fix the compensation of all officers of the Corporation.

                                   ARTICLE V.
                                 Capital Stock.

           5.1  Certificates.  The  shares of capital  stock of the  Corporation
shall be evidenced by certificates in forms prescribed by the Board of Directors
and executed in any manner  permitted by law and stating thereon the information
required by law.  Transfer  agents and/or  registrars for one or more classes of
shares of the  Corporation may be appointed by the Board of Directors and may be
required  to  countersign  certificates  representing  shares  of such  class or
classes.  If any officer  whose  signature or facsimile  thereof shall have been
used on a share  certificate  shall for any reason cease to be an officer of the
Corporation  and such  certificate  shall not then have  been  delivered  by the
Corporation,  the Board of Directors may nevertheless adopt such certificate and
it may then be issued and  delivered  as though such person had not ceased to be
an officer of the Corporation.

           5.2 Lost, Destroyed and Mutilated Certificates. Holders of the shares
of the  Corporation  shall  immediately  notify  the  Corporation  of any  loss,
destruction  or  mutilation  of the  certificate  therefor,  and  the  Board  of
Directors may in its discretion  cause one or more new certificates for the same
number of  shares in the  aggregate  to be issued to such  shareholder  upon the
surrender of the mutilated  certificate or upon satisfactory  proof of such loss
or destruction,  and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.

           5.3  Transfer  of  Shares.  The  shares of the  Corporation  shall be

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<PAGE>

transferable or assignable only on the books of the Corporation by the holder in
person or by  attorney  on  surrender  of the  certificate  for such shares duly
endorsed and, if sought to be transferred by attorney,  accompanied by a written
power of attorney to have the same  transferred on the books of the Corporation.
The  Corporation  will  recognize,  however,  the exclusive  right of the person
registered on its books as the owner of shares to receive  dividends and to vote
as such owner.

           5.4 Fixing Record Date. For the purpose of  determining  shareholders
entitled  to  notice  of or to  vote  at  any  meeting  of  shareholders  or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose,  the Board
of  Directors  may  fix in  advance  a date as the  record  date  for  any  such
determination of shareholders, such date in any case to be not more than seventy
days  prior  to  the  date  on  which  the  particular  action,  requiring  such
determination  of  shareholders,  is to be taken. If no record date is fixed for
the determination of shareholders  entitled to notice of or to vote at a meeting
of shareholders,  or shareholders entitled to receive payment of a dividend, the
date on which  notices  of the  meeting  are  mailed  or the  date on which  the
resolution of the Board of Directors  declaring such dividend is adopted, as the
case may be, shall be the record date for such  determination  of  shareholders.
When a  determination  of  shareholders  entitled  to  vote  at any  meeting  of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof unless the Board of Directors fixes a new
record date,  which it shall do if the meeting is adjourned  to a date more than
120 days  after the date  fixed for the  original meeting.

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<PAGE>

                                  ARTICLE VI.
                           Miscellaneous Provisions.

           6.1 Seal. The seal of the  Corporation  shall consist of a flat-faced
circular die, of which there may be any number of  counterparts,  on which there
shall be engraved the word "Seal" and the name of the Corporation.

           6.2  Fiscal Year.  The fiscal year of the Corporation shall end on
such date and shall consist of such accounting periods as may be fixed by the
Board of Directors.

           6.3 Checks, Notes and Drafts.  Checks, notes, drafts and other orders
for the  payment  of money  shall be  signed  by such  persons  as the  Board of
Directors  from  time to time may  authorize.  When the  Board of  Directors  so
authorizes, however, the signature of any such person may be a facsimile.

           6.4  Amendment  of  Bylaws.  Unless  proscribed  by the  Articles  of
Incorporation,  these  bylaws may be  amended  or altered at any  meeting of the
Board of Directors by affirmative  vote of a majority of the number of Directors
fixed by these  bylaws.  The  shareholders  entitled  to vote in  respect of the
election of Directors, however, shall have the power to rescind, amend, alter or
repeal any bylaws and to enact bylaws which, if expressly so provided, may not
be amended, altered or repealed by the Board of Directors.

           6.5 Voting of Shares Held. Unless otherwise provided by resolution of
the  Board  of  Directors  or of the  Executive  Committee,  if any,  the  Chief
Executive  Officer may from time to time  appoint an attorney  or  attorneys  or
agent  or  agents  of  the  Corporation,  in  the  name  and  on  behalf  of the
Corporation, to cast the vote which the Corporation may be entitled to cast as a

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shareholder or otherwise in any other  corporation,  any of whose securities may
be held by the  Corporation,  at  meetings of the holders of the shares or other
securities of such other corporation,  or to consent in writing to any action by
any such other  corporation;  and the Chief Executive Officer shall instruct the
person or persons so  appointed as to the manner of casting such votes or giving
such  consent  and  may  execute  or  cause  to be  executed  on  behalf  of the
Corporation,  and under its corporate seal or otherwise,  such written  proxies,
consents,  waivers or other  instruments  as may be  necessary  or proper in the
premises.  In lieu of such  appointment the Chief Executive  Officer may himself
attend any  meetings  of the holders of shares or other  securities  of any such
other corporation and there vote or exercise any or all power of the Corporation
as the holder of such shares or other securities of such other corporation.

           6.6  Charter Definition of "Customer".  The term "Customer", as used
in Article III, Section (B)(3)(a)(vi) of the Company's Articles of
Incorporation, shall mean any person engaged in the sale of grocery  products
that utilizes the Company or the Company's  subsidiaries  as its primary source
of supply for such products.  The determination  of  whether  a  person utilizes
the  Company  or the  Company's subsidiaries  as its primary  source of supply
shall  initially  be made by the officers of the Company and shall be  reflected
in the books and records of the Company;  provided,  that the Board of Directors
shall retain the power pursuant to Article III, Section  (B)(3)(b) of the
Articles of Incorporation to determine whether any person is or has ceased to be
a Customer.

                                  ARTICLE VII.
                               Emergency Bylaws.

           The emergency  bylaws provided in this Article VII shall be operative

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during any emergency,  notwithstanding  any different provision in the preceding
Articles of these bylaws or in the Articles of  Incorporation of the Corporation
or in the Virginia Stock  Corporation Act (other than those provisions  relating
to emergency bylaws). An emergency exists if a quorum of the Corporation's Board
of Directors cannot readily be assembled because of some catastrophic  event. To
the extent not inconsistent with these emergency bylaws,  the bylaws provided in
the preceding Articles shall remain in effect during such emergency and upon the
termination of such emergency the emergency  bylaws  shall cease to be operative
unless and until  another  such emergency shall occur.

           During any such emergency:

                      (a)  Any meeting of the Board of Directors may be called
by any officer of the Corporation or by any Director. The notice thereof shall
specify the time and place of the  meeting.  To the  extent  feasible,  notice
shall be given in accord  with  Section  2.5  above,  but  notice may be given
only to such of the Directors  as it may be feasible  to reach at the time,  by
such means as may be feasible at the time,  including  publication or radio, and
at a time less than twenty-four  hours before the meeting if deemed necessary by
the person  giving notice.  Notice shall be similarly given, to the extent
feasible,  to the other persons referred to in (b) below.

                      (b)  At any meeting of the Board of Directors, a quorum
shall consist of a  majority  of the number of  Directors  fixed at the time in
accordance  with Article II of the bylaws.  If the Directors  present at any
particular  meeting shall be fewer than the number  required for such quorum,
other persons present as referred to below, to the number  necessary to make up
such quorum,  shall be deemed  Directors  for such  particular  meeting as
determined by the following provisions and in the following order of priority:

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                            (i)  the President, if not already serving as a
Director;

                           (ii)  Vice-Presidents not already serving as
Directors, in the order of their seniority of first election to such offices, or
if two or more shall have been  first  elected  to such  offices  on the same
day,  in the order of their seniority in age;

                           (iii)  All other officers of the Corporation in the
order of their seniority of first  election to such offices,  or if two or more
shall have been first  elected to such offices on the same day, in the order of
their  seniority in age; and

                            (iv)  Any other persons that are designated on a
list that shall have been approved by the Board of Directors before the
emergency,  such persons to be taken in such order of priority and subject to
such  conditions  as may be provided in the resolution approving the list.

                      (c)  The Board of Directors, during as well as before any
such emergency, may provide, and from time to time modify, lines of succession
in the event  that  during  such an  emergency  any or all  officers  or  agents
of the Corporation  shall for any reason be rendered  incapable  of  discharging
their duties.

                      (d)  The Board of Directors, during as well as before any
such emergency,  may,  effective in the emergency,  change the principal office,
or designate several alternative offices, or authorize the officers so to do.

           No officer,  Director or employee shall be liable for action taken in
good faith in accordance with these emergency bylaws.

           These  emergency  bylaws  shall be  subject  to  repeal  or change by
further  action of the  Board of  Directors  or by  action of the  shareholders,
except that no such repeal or

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change shall modify the provisions of the next  preceding  paragraph with regard
to action or  inaction  prior to the time of such  repeal  or  change.  Any such
amendment of these emergency bylaws may make any further or different  provision
that may be practical and necessary for the circumstances of the emergency.

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