Ruddick Corporation
                           and
                  First Union National Bank
                     Rights Agreement
                Dated as of November 16, 2000








<PAGE>




                    TABLE OF CONTENTS
                                                     Page
                                                    Number
Section 1.     Definitions                             1
Section 2.     Appointment of Rights Agent             6
Section 3.     Issue of Right Certificates             6
Section 4.     Form of Right Certificates              9
Section 5.     Countersignature and Registration       9
Section 6.     Transfer, Split Up, Combination and
               Exchange of Right Certificates;
               Mutilated, Destroyed, Lost or Stolen
               Right Certificates                      10
Section 7.     Exercise of Rights; Purchase Price;
               Expiration Date of Rights               11
Section 8.     Cancellation and Destruction of Right
               Certificates                            13
Section 9.     Availability of Preferred Shares        14
Section 10.    Preferred Shares Record Date            14
Section 11.    Adjustment of Purchase Price, Number
               of Shares or Number of Rights           15
Section 12.    Certificate of Adjusted Purchase
               Price or Number of Shares               25
Section 13.    Consolidation, Merger or Sale or
               Transfer of Assets or Earning Power     26
Section 14.    Fractional Rights and Fractional Shares 27
Section 15.    Rights of Action                        29
Section 16.    Agreement of Right Holders              30
Section 17.    Right Certificate Holder Not Deemed a
               Stockholder                             31
Section 18.    Concerning the Rights Agent             31
Section 19.    Merger or Consolidation or Change of
               Name of Rights Agent                    32

<PAGE>                       -i-


Section 20.    Duties of Rights Agent                  33
Section 21.    Change of Rights Agent                  36
Section 22.    Issuance of New Right Certificates      37
Section 23.    Redemption                              38
Section 24.    Exchange                                39
Section 25.    Notice of Certain Events                41
Section 26.    Notices                                 42
Section 27.    Supplements and Amendments              43
Section 28.    Successors                              44
Section 29.    Benefits of this Agreement              44
Section 30.    Severability                            44
Section 31.    Governing Law                           45
Section 32.    Counterparts                            45
Section 33.    Descriptive Headings                    45

Signatures                                             46


Exhibit A -    Form of Right Certificate
Exhibit B -    Summary of Rights to Purchase Preferred Shares




<PAGE>                       -ii-



     Agreement, dated as of November 16, 2000, between
Ruddick Corporation, a North Carolina corporation (the
"Company"), and First Union National Bank, as rights agent (the
"Rights Agent").

     The Board of Directors of the Company has authorized
and declared a dividend of one preferred share purchase right (a
"Right") for each Common Share (as hereinafter defined) of the
Company outstanding on November 16, 2000 (the "Record Date"),
each Right representing the right to purchase one one-hundredth
of a Preferred Share (as hereinafter defined), upon the terms and
subject to the conditions herein set forth, and has further
authorized and directed the issuance of one Right with respect to
each Common Share that shall become outstanding between the
Record Date and the earliest of the Distribution Date, the
Redemption Date and the Final Expiration Date (as such terms are
hereinafter defined).

     Accordingly, in consideration of the premises and the
mutual agreements herein set forth, the parties hereby agree as
follows:

     Section 1. Definitions.  For purposes of this Agreement,
the following terms have the meanings indicated:

         (a) "Acquiring Person" shall mean any Person who or
which, together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner of 20% or more of the
Common Shares of the Company then outstanding, but shall not
include the Company, any Subsidiary of the Company, any employee
benefit plan of the Company or any Subsidiary of the Company, or
any entity holding Common Shares for or pursuant to the terms of
any such plan.  Notwithstanding the foregoing, no Person shall
become an "Acquiring Person" as the result of an acquisition of
Common Shares by the Company which, by reducing the number of
Common


<PAGE>

Shares of the Company outstanding, increases the
proportionate number of Common Shares of the Company beneficially
owned by such Person to 20% or more of the Common Shares of the
Company then outstanding; provided, however, that, if a Person
shall become the Beneficial Owner of 20% or more of the Common
Shares of the Company then outstanding by reason of share
purchases by the Company and shall, after such share purchases by
the Company, become the Beneficial Owner of any additional Common
Shares of the Company, then such Person shall be deemed to be an
"Acquiring Person."  Notwithstanding the foregoing, if the
Board of Directors of the Company determines in good faith that a
Person who would otherwise be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this paragraph (a), has
become such inadvertently, and such Person divests as promptly as
practicable a sufficient number of Common Shares so that such
Person would no longer be an "Acquiring Person," as defined
pursuant to the foregoing provisions of this paragraph (a), then
such Person shall not be deemed to be an "Acquiring Person" for
any purposes of this Agreement.

          (b) "Affiliate" shall have the meaning ascribed to
such term in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act as in effect on the date of this
Agreement.

          (c) "Associate" shall have the meaning ascribed to
such term in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act as in effect on the date of this
Agreement.

          (d) A Person shall be deemed the "Beneficial Owner"
of and shall be deemed to "beneficially own" any securities:



<PAGE>                       -2-


     (i)  which such Person or any of such Person's
Affiliates or Associates beneficially owns, directly or
indirectly;

     (ii) which such Person or any of such Person's
Affiliates or Associates has (A) the right to acquire
(whether such right is exercisable immediately or only after
the passage of time) pursuant to any agreement, arrangement
or understanding (other than customary agreements with and
between underwriters and selling group members with respect
to a bona fide public offering of securities), or upon the
exercise of conversion rights, exchange rights, rights
(other than these Rights), warrants or options, or
otherwise; provided, however, that a Person shall not be
deemed the Beneficial Owner of, or to beneficially own,
securities tendered pursuant to a tender or exchange offer
made by or on behalf of such Person or any of such Person's
Affiliates or Associates until such tendered securities are
accepted for purchase or exchange; or (B) the right to vote
pursuant to any agreement, arrangement or understanding;
provided, however, that a Person shall not be deemed the
Beneficial Owner of, or to beneficially own, any security if
the agreement, arrangement or understanding to vote such
security (1) arises solely from a revocable proxy or consent
given to such Person in response to a public proxy or
consent solicitation made pursuant to, and in accordance
with, the applicable rules and regulations promulgated under
the Exchange Act and (2) is not also then reportable on
Schedule 13D under the Exchange Act (or any comparable or
successor report); or

     (iii)     which are beneficially owned, directly or
indirectly, by any other Person with which such Person or
any of such Person's Affiliates or Associates has any
agreement, arrangement or understanding (other than
customary agreements with and between underwriters and
selling group members with respect to a bona fide public


<PAGE>                        -3-


offering of securities) for the purpose of acquiring,
holding, voting (except to the extent contemplated by the
proviso to Section 1(d)(ii)(B) hereof) or disposing of any
securities of the Company.

     Notwithstanding anything in this definition of
Beneficial Ownership to the contrary, the phrase "then
outstanding," when used with reference to a Person's Beneficial
Ownership of securities of the Company, shall mean the number of
such securities then issued and outstanding together with the
number of such securities not then actually issued and
outstanding which such Person would be deemed to own beneficially
hereunder.

          (e) "Business Day" shall mean any day other than a
Saturday, a Sunday, or a day on which banking institutions in
North Carolina are authorized or obligated by law or executive
order to close.

          (f) "Close of Business" on any given date shall
mean 5:00 P.M., Charlotte, North Carolina time, on such date;
provided, however, that, if such date is not a Business Day, it
shall mean 5:00 P.M., Charlotte, North Carolina time, on the next
succeeding Business Day.

           (g) "Common Shares" when used with reference to the
Company shall mean the shares of common stock of the Company.
"Common Shares" when used with reference to any Person other
than the Company shall mean the capital stock (or equity
interest) with the greatest voting power of such other Person or,
if such other Person is a Subsidiary of another Person, the
Person or Persons which ultimately control such first-mentioned
Person.

           (h) "Distribution Date" shall have the meaning set
forth in Section 3(a) hereof.



<PAGE>                       -4-


           (i) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended.

           (j) "Exchange Ratio" shall have the meaning set
forth in Section 24(a) hereof.

           (k) "Final Expiration Date" shall have the meaning
set forth in Section 7(a) hereof.

           (l) "NASDAQ" shall mean the National Association of
Securities Dealers, Inc. Automated Quotation System.

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

           (n) "Preferred Shares" shall mean shares of Series
A Junior Participating Additional Preferred Stock of the Company
having the rights, preferences and limitations set forth in the
Company's Restated Article's of Incorporation.

            (o) "Purchase Price" shall have the meaning set
forth in Section 4 hereof.

            (p) "Record Date" shall have the meaning set forth
in the second paragraph hereof.

            (q) "Redemption Date" shall have the meaning set
forth in Section 7(a) hereof.

            (r) "Redemption Price" shall have the meaning set
forth in Section 23(a) hereof.




<PAGE>                        -5-



            (s) "Right" shall have the meaning set forth in the
second paragraph hereof.

            (t) "Right Certificate" shall have the meaning set
forth in Section 3(a) hereof.

            (u) "Shares Acquisition Date" shall mean the first
date of public announcement by the Company or an Acquiring Person
that an Acquiring Person has become such.

           (v) "Subsidiary" of any Person shall mean 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.

           (w) "Summary of Rights" shall have the meaning set
forth in Section 3(b) hereof.

           (x) "Trading Day" shall have the meaning set forth
in Section 11(d) hereof.

     Section 2. Appointment of Rights Agent.  The Company
hereby appoints the Rights Agent to act as agent for the Company
and the holders of the Rights (who, in accordance with Section 3
hereof, shall, prior to the Distribution Date, also be the
holders of the Common Shares of the Company) in accordance with
the terms and conditions hereof, and the Rights Agent hereby
accepts such appointment.  The Company may from time to time
appoint such co-Rights Agents as it may deem necessary or
desirable.

     Section 3. Issue of Right Certificates.  (a)  Until the
earlier of (i) the tenth day after the Shares Acquisition Date or
(ii) the tenth Business Day (or such later date as may be
determined by action of the Board of Directors of the Company
prior to such time as any Person


<PAGE>                         -6-

becomes an Acquiring Person) after the date of the commencement
by any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of the
Company or any entity holding Common Shares of the Company for or
pursuant to the terms of any such plan) of a tender or exchange offer
the consummation of which would result in any Person becoming the
Beneficial Owner of Common Shares of the Company aggregating 20% or
more of the then outstanding Common Shares of the Company (including
any such date which is after the date of this Agreement and prior to the
issuance of the Rights, the earlier of such dates being herein
referred to as the "Distribution Date"), (x) the Rights will be
evidenced (subject to the provisions of Section 3(b) hereof) by
the certificates for Common Shares of the Company registered in
the names of the holders thereof (which certificates shall also
be deemed to be Right Certificates) and not by separate Right
Certificates, and (y) the right to receive Right Certificates
will be transferable only in connection with the transfer of
Common Shares of the Company.  As soon as practicable after the
Distribution Date, the Company will prepare and execute, the
Rights Agent will countersign, and the Company will send or cause
to be sent (and the Rights Agent will, if requested, send) by
first-class, insured, postage-prepaid mail, to each record holder
of Common Shares of the Company as of the Close of Business on
the Distribution Date, at the address of such holder shown on the
records of the Company, a Right Certificate, in substantially the
form of Exhibit A hereto (a "Right Certificate"), evidencing
one Right for each Common Share so held.  As of the Distribution
Date, the Rights will be evidenced solely by such Right
Certificates.

          (b) On the Record Date, or as soon as practicable
thereafter, the Company will send a copy of a Summary of Rights
to Purchase Preferred Shares, in substantially the form of
Exhibit B hereto (the "Summary of Rights"), by first-class,
postage-prepaid mail, to each record


<PAGE>                           -7-

holder of Common Shares as of the Close of Business on the Record
Date, at the address of such holder shown on the records of the
Company.  With respect to certificates for Common Shares of the
Company outstanding as of the Record Date, until the Distribution
Date, the Rights will be evidenced by such certificates registered
in the names of the holders thereof together with a copy of the
Summary of Rights attached thereto.  Until the Distribution Date
(or the earlier of the Redemption Date or the Final Expiration Date),
the surrender for transfer of any certificate for Common Shares of the
Company outstanding on the Record Date, with or without a copy of the
Summary of Rights attached thereto, shall also constitute the
transfer of the Rights associated with the Common Shares of the
Company represented thereby.

          (c) Certificates for Common Shares which become
outstanding (including, without limitation, reacquired Common
Shares referred to in the last sentence of this paragraph (c))
after the Record Date but prior to the earliest of the
Distribution Date, the Redemption Date or the Final Expiration
Date shall have impressed on, printed on, written on or otherwise
affixed to them the following legend:

          This certificate also evidences and entitles the holder
          hereof to certain rights as set forth in an Agreement
          between Ruddick Corporation and First Union National Bank,
          dated as of November 16, 2000, as it may be amended from
          time to time  (the "Agreement"), the terms of which are
          hereby incorporated herein by reference and a copy of which
          is on file at the principal executive offices of Ruddick
          Corpoation.  Under certain circumstances, as set forth in
          the Agreement, such Rights (as defined in the Agreement)
          will be evidenced by separate certificates and will no
          longer be evidenced by this certificate.  Ruddick
          Corporation will mail to the holder of this certificate a
          copy of the Agreement without charge after receipt of a
          written request therefor.  As set forth in the Agreement,
          Rights beneficially owned by any Person (as defined in the
          Agreement) who becomes an Acquiring Person (as defined in
          the Agreement) become null and void.

With respect to such certificates containing the foregoing
legend, until the Distribution Date, the Rights associated with
the Common Shares of the Company represented by such certificates
shall be evidenced by such certificates alone, and the surrender
for transfer of any such


<PAGE>                             -8-

certificate shall also constitute the transfer of the Rights associated
with the Common Shares of the Company represented thereby.  In the event
that the Company purchases or acquires any Common Shares of the Company
after the Record Date but prior to the Distribution Date, any Rights
associated with such Common Shares of the Company shall be deemed
cancelled and retired so that the Company shall not be entitled
to exercise any Rights associated with the Common Shares of the
Company which are no longer outstanding.

      Section 4. Form of Right Certificates.  The Right
Certificates (and the forms of election to purchase Preferred
Shares and of assignment to be printed on the reverse thereof)
shall be substantially the same as Exhibit A hereto, and may have
such marks of identification or designation and such legends,
summaries or endorsements printed thereon as the Company may deem
appropriate and as are not inconsistent with the provisions of
this Agreement, or as may be required to comply with any
applicable law or with any applicable rule or regulation made
pursuant thereto or with any applicable rule or regulation of any
stock exchange or the National Association of Securities Dealers,
Inc., or to conform to usage.  Subject to the provisions of
Section 22 hereof, the Right Certificates shall entitle the
holders thereof to purchase such number of one one-hundredths of
a Preferred Share as shall be set forth therein at the price per
one one-hundredth of a Preferred Share set forth therein (the
"Purchase Price"), but the number of such one one-hundredths of
a Preferred Share and the Purchase Price shall be subject to
adjustment as provided herein.

     Section 5. Countersignature and Registration.  The Right
Certificates shall be executed on behalf of the Company by its
Chairman of the Board, its Chief Executive Officer, its
President, any of its Vice Presidents or its Treasurer, either
manually or by facsimile signature, shall have affixed thereto
the Company's seal or a facsimile thereof, and shall be attested
by the


<PAGE>                          -9-

Secretary or an Assistant Secretary of the Company, either
manually or by facsimile signature.  The Right Certificates shall
be manually countersigned by the Rights Agent and shall not be
valid for any purpose unless countersigned.  In case any officer
of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by
the Company, such Right Certificates, nevertheless, may be
countersigned by the Rights Agent and issued and delivered by the
Company with the same force and effect as though the individual
who signed such Right Certificates had not ceased to be such
officer of the Company; and any Right Certificate may be signed
on behalf of the Company by any individual who, at the actual
date of the execution of such Right Certificate, shall be a
proper officer of the Company to sign such Right Certificate,
although at the date of the execution of this Agreement any such
individual was not such an officer.

     Following the Distribution Date, the Rights Agent will
keep or cause to be kept, at its principal office, books for
registration and transfer of the Right Certificates issued
hereunder.  Such books shall show the names and addresses of the
respective holders of the Right Certificates, the number of
Rights evidenced on its face by each of the Right Certificates
and the date of each of the Right Certificates.

          Section 6. Transfer, Split Up, Combination and Exchange
of Right Certificates; Mutilated, Destroyed, Lost or Stolen Right
Certificates.  Subject to the provisions of Section 14 hereof, at
any time after the Close of Business on the Distribution Date,
and at or prior to the Close of Business on the earlier of the
Redemption Date or the Final Expiration Date, any Right
Certificate or Right Certificates (other than Right Certificates
representing Rights that have become void pursuant to
Section 11(a)(ii) hereof or that have been exchanged pursuant to


<PAGE>                         -10-


Section 24 hereof) may be transferred, split up, combined or
exchanged for another Right Certificate or Right Certificates
entitling the registered holder to purchase a like number of one
one-hundredths of a Preferred Share as the Right Certificate or
Right Certificates surrendered then entitled such holder to
purchase.  Any registered holder desiring to transfer, split up,
combine or exchange any Right Certificate or Right Certificates
shall make such request in writing delivered to the Rights Agent,
and shall surrender the Right Certificate or Right Certificates
to be transferred, split up, combined or exchanged at the
principal office of the Rights Agent.  Thereupon the Rights Agent
shall countersign and deliver to the Person entitled thereto a
Right Certificate or Right Certificates, as the case may be, as
so requested.  The Company may require payment of a sum
sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer, split up, combination or
exchange of Right Certificates.

     Upon receipt by the Company and the Rights Agent of
evidence reasonably satisfactory to them of the loss, theft,
destruction or mutilation of a Right Certificate, and, in case of
loss, theft or destruction, of indemnity or security reasonably
satisfactory to them, and, at the Company's request,
reimbursement to the Company and the Rights Agent of all
reasonable expenses incidental thereto, and upon surrender to the
Rights Agent and cancellation of the Right Certificate if
mutilated, the Company will make and deliver a new Right
Certificate of like tenor to the Rights Agent for delivery to the
registered holder in lieu of the Right Certificate so lost,
stolen, destroyed or mutilated.

          Section 7. Exercise of Rights; Purchase Price;
Expiration Date of Rights.  (a)  The registered holder of any
Right Certificate may exercise the Rights evidenced thereby
(except as otherwise provided herein), in whole or in part, at
any time after the Distribution Date, upon


<PAGE>                            -11-

surrender of the Right Certificate, with the form of election to
purchase on the reverse side thereof duly executed, to the Rights
Agent at the principal office of the Rights Agent, together with
payment of the Purchase Price for each one one-hundredth of a
Preferred Share as to which the Rights are exercised, at or prior
to the earliest of (i) the Close of Business on November 16, 2010
(the "Final Expiration Date"), (ii) the time at which the Rights are
redeemed as provided in Section 23 hereof (the "Redemption
Date"), or (iii) the time at which such Rights are exchanged as
provided in Section 24 hereof.

          (b) The Purchase Price for each one one-hundredth of
a Preferred Share purchasable pursuant to the exercise of a Right
shall initially be $60, and shall be subject to adjustment from
time to time as provided in Section 11 or 13 hereof, and shall be
payable in lawful money of the United States of America in
accordance with paragraph (c) below.

           (c) Upon receipt of a Right Certificate representing
exercisable Rights, with the form of election to purchase duly
executed, accompanied by payment of the Purchase Price for the
shares to be purchased and an amount equal to any applicable
transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 9 hereof by certified
check, cashier's check or money order payable to the order of the
Company, the Rights Agent shall thereupon promptly (i) (A)
requisition from any transfer agent of the Preferred Shares
certificates for the number of Preferred Shares to be purchased
and the Company hereby irrevocably authorizes any such transfer
agent to comply with all such requests, or (B) requisition from
the depositary agent depositary receipts representing such number
of one one-hundredths of a Preferred Share as are to be purchased
(in which case certificates for the Preferred Shares represented
by such receipts shall be deposited by the transfer agent of the
Preferred Shares with such depositary agent) and the Company
hereby directs such depositary


<PAGE>                           -12-

agent to comply with such request;
(ii) when appropriate, requisition from the Company the amount of
cash to be paid in lieu of issuance of fractional shares in
accordance with Section 14 hereof; (iii) promptly after receipt
of such certificates or depositary receipts, cause the same to be
delivered to or upon the order of the registered holder of such
Right Certificate, registered in such name or names as may be
designated by such holder; and (iv) when appropriate, after
receipt, promptly deliver such cash to or upon the order of the
registered holder of such Right Certificate.

     (d) In case the registered holder of any Right
Certificate shall exercise less than all the Rights evidenced
thereby, a new Right Certificate evidencing Rights equivalent to
the Rights remaining unexercised shall be issued by the Rights
Agent to  registered holder of such Right Certificate or to such
holder's duly authorized assigns, subject to the provisions of
Section 14 hereof.

          Section 8. Cancellation and Destruction of Right
Certificates.  All Right Certificates surrendered for the purpose
of exercise, transfer, split up, combination or exchange shall,
if surrendered to the Company or to any of its agents, be
delivered to the Rights Agent for cancellation or in cancelled
form, or, if surrendered to the Rights Agent, shall be cancelled
by it, and no Right Certificates shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this
Agreement.  The Company shall deliver to the Rights Agent for
cancellation and retirement, and the Rights Agent shall so cancel
and retire, any other Right Certificate purchased or acquired by
the Company otherwise than upon the exercise thereof.  The Rights
Agent shall deliver all cancelled Right Certificates to the
Company, or shall, at the written request of the Company, destroy
such cancelled Right Certificates, and, in such case, shall
deliver a certificate of destruction thereof to the Company.




<PAGE>                             -13-

          Section 9. Availability of Preferred Shares.  The
Company covenants and agrees that it will cause to be reserved
and kept available out of its authorized and unissued Preferred
Shares or any Preferred Shares held in its treasury the number of
Preferred Shares that will be sufficient to permit the exercise
in full of all outstanding Rights in accordance with Section 7
hereof.  The Company covenants and agrees that it will take all
such action as may be necessary to ensure that all Preferred
Shares delivered upon exercise of Rights shall, at the time of
delivery of the certificates for such Preferred Shares (subject
to payment of the Purchase Price), be duly and validly authorized
and issued and fully paid and nonassessable shares.

     The Company further covenants and agrees that it will
pay when due and payable any and all federal and state transfer
taxes and charges which may be payable in respect of the issuance
or delivery of the Right Certificates or of any Preferred Shares
upon the exercise of Rights.  The Company shall not, however, be
required to pay any transfer tax which may be payable in respect
of any transfer or delivery of Right Certificates to a Person
other than, or the issuance or delivery of certificates or
depositary receipts for the Preferred Shares in a name other than
that of, the registered holder of the Right Certificate
evidencing Rights surrendered for exercise or to issue or to
deliver any certificates or depositary receipts for Preferred
Shares upon the exercise of any Rights until any such tax shall
have been paid (any such tax being payable by the holder of such
Right Certificate at the time of surrender) or until it has been
established to the Company's reasonable satisfaction that no such
tax is due.

          Section 10. Preferred Shares Record Date.  Each Person
in whose name any certificate for Preferred Shares is issued upon
the exercise of Rights shall for all purposes be deemed to have
become the holder of record of the Preferred Shares represented
thereby on, and such certificate shall be dated, the date upon
which the Right Certificate evidencing such Rights


<PAGE>                        -14-

was duly surrendered and payment of the Purchase Price (and any applicable
transfer taxes) was made; provided, however, that, if the date of
such surrender and payment is a date upon which the Preferred
Shares transfer books of the Company are closed, such Person
shall be deemed to have become the record holder of such shares
on, and such certificate shall be dated, the next succeeding
Business Day on which the Preferred Shares transfer books of the
Company are open.  Prior to the exercise of the Rights evidenced
thereby, the holder of a Right Certificate shall not be entitled
to any rights of a holder of Preferred Shares for which the
Rights shall be exercisable, including, without limitation, the
right to vote, to receive dividends or other distributions or to
exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as
provided herein.

          Section 11. Adjustment of Purchase Price, Number of
Shares or Number of Rights.  The Purchase Price, the number of
Preferred Shares covered by each Right and the number of Rights
outstanding are subject to adjustment from time to time as
provided in this Section 11.

          (a) (i)   In the event the Company shall at any time
after the date of this Agreement (A) declare a dividend on the
Preferred Shares payable in Preferred Shares, (B) subdivide the
outstanding Preferred Shares, (C) combine the outstanding
Preferred Shares into a smaller number of Preferred Shares or (D)
issue any shares of its capital stock in a reclassification of
the Preferred Shares (including any such reclassification in
connection with a consolidation or merger in which the Company is
the continuing or surviving corporation), except as otherwise
provided in this Section 11(a), the Purchase Price in effect at
the time of the record date for such dividend or of the effective
date of such subdivision, combination or reclassification, and
the number and kind of shares of capital stock issuable on such
date, shall be


<PAGE>                       -15-

proportionately adjusted so that the holder of any
Right exercised after such time shall be entitled to receive the
aggregate number and kind of shares of capital stock which, if
such Right had been exercised immediately prior to such date and
at a time when the Preferred Shares transfer books of the Company
were open, such holder would have owned upon such exercise and
been entitled to receive by virtue of such dividend, subdivision,
combination or reclassification.

          (ii) Subject to Section 24 hereof, in the event any
Person becomes an Acquiring Person, each holder of a Right shall
thereafter have a right to receive, upon exercise thereof at a
price equal to the then current Purchase Price multiplied by the
number of one one-hundredths of a Preferred Share for which a
Right is then exercisable, in accordance with the terms of this
Agreement and in lieu of Preferred Shares, such number of Common
Shares of the Company as shall equal the result obtained by (A)
multiplying the then current Purchase Price by the number of one
one-hundredths of a Preferred Share for which a Right is then
exercisable and dividing that product by (B) 50% of the then
current per share market price of the Common Shares of the
Company (determined pursuant to Section 11(d) hereof) on the date
of the occurrence of such event.  In the event that any Person
shall become an Acquiring Person and the Rights shall then be
outstanding, the Company shall not take any action which would
eliminate or diminish the benefits intended to be afforded by the
Rights.

          From and after the occurrence of such event, any Rights
that are or were acquired or beneficially owned by any Acquiring
Person (or any Associate or Affiliate of such Acquiring Person)
shall be void, and any holder of such Rights shall thereafter
have no right to exercise such Rights under any provision of this
Agreement.  No Right Certificate shall be issued pursuant to
Section 3 hereof that represents Rights beneficially owned by an
Acquiring Person whose Rights would be void pursuant to the
preceding sentence or any Associate or Affiliate


<PAGE>                          -16-

thereof; no Right Certificate shall be issued at any time upon the transfer
of any Rights to an Acquiring Person whose Rights would be void
pursuant to the preceding sentence or any Associate or Affiliate
thereof or to any nominee of such Acquiring Person, Associate or
Affiliate; and any Right Certificate delivered to the Rights
Agent for transfer to an Acquiring Person whose Rights would be
void pursuant to the preceding sentence shall be cancelled.

           (iii) In the event that there shall not be sufficient
Common Shares issued but not outstanding or authorized but
unissued to permit the exercise in full of the Rights in
accordance with subparagraph (ii) above, the Company shall take
all such action as may be necessary to authorize additional
Common Shares for issuance upon exercise of the Rights.  In the
event the Company shall, after good faith effort, be unable to
take all such action as may be necessary to authorize such
additional Common Shares, the Company shall substitute, for each
Common Share that would otherwise be issuable upon exercise of a
Right, a number of Preferred Shares or fraction thereof such that
the current per share market price of one Preferred Share
multiplied by such number or fraction is equal to the current per
share market price of one Common Share as of the date of issuance
of such Preferred Shares or fraction thereof.

          (b) In case the Company shall fix a record date for
the issuance of rights, options or warrants to all holders of
Preferred Shares entitling them (for a period expiring within 45
calendar days after such record date) to subscribe for or
purchase Preferred Shares (or shares having the same rights,
privileges and preferences as the Preferred Shares ("equivalent
preferred shares")) or securities convertible into Preferred
Shares or equivalent preferred shares at a price per Preferred
Share or equivalent preferred share (or having a conversion price
per share, if a security convertible into Preferred Shares or
equivalent preferred shares) less than the then current per share
market price of the Preferred Shares (as defined in Section
11(d)) on such



<PAGE>                         -17-

record date, the Purchase Price to be in effect
after such record date shall be determined by multiplying the
Purchase Price in effect immediately prior to such record date by
a fraction, the numerator of which shall be the number of
Preferred Shares outstanding on such record date plus the number
of Preferred Shares which the aggregate offering price of the
total number of Preferred Shares and/or equivalent preferred
shares so to be offered (and/or the aggregate initial conversion
price of the convertible securities so to be offered) would
purchase at such current market price and the denominator of
which shall be the number of Preferred Shares outstanding on such
record date plus the number of additional Preferred Shares and/or
equivalent preferred shares to be offered for subscription or
purchase (or into which the convertible securities so to be
offered are initially convertible).  In case such subscription
price may be paid in a consideration part or all of which shall
be in a form other than cash, the value of such consideration
shall be as determined in good faith by the Board of Directors of
the Company, whose determination shall be described in a
statement filed with the Rights Agent and shall be binding on the
Rights Agent and holders of the Rights.  Preferred Shares owned
by or held for the account of the Company shall not be deemed
outstanding for the purpose of any such computation.  Such
adjustment shall be made successively whenever such a record date
is fixed; and, in the event that such rights, options or warrants
are not so issued, the Purchase Price shall be adjusted to be the
Purchase Price which would then be in effect if such record date
had not been fixed.

          (c) In case the Company shall fix a record date for
the making of a distribution to all holders of the Preferred
Shares (including any such distribution made in connection with a
consolidation or merger in which the Company is the continuing or
surviving corporation) of evidences of indebtedness or assets
(other than a regular quarterly cash dividend, a year-end extra
cash dividend or a dividend payable in Preferred Shares) or
subscription rights


<PAGE>                       -18-

or warrants (excluding those referred to in
Section 11(b) hereof), the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase
Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the then-current per
share market price of the Preferred Shares on such record date,
less the fair market value (as determined in good faith by the
Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent and shall be
binding on the Rights Agent and holders of the Rights) of the
portion of the assets or evidences of indebtedness so to be
distributed or of such subscription rights or warrants applicable
to one Preferred Share and the denominator of which shall be such
then-current per share market price of the Preferred Shares on
such record date.  Such adjustments shall be made successively
whenever such a record date is fixed; and, in the event that such
distribution is not so made, the Purchase Price shall again be
adjusted to be the Purchase Price which would then be in effect
if such record date had not been fixed.

          (d) (i)   For the purpose of any computation
hereunder, the "current per share market price" of any security
(a "Security" for the purpose of this Section 11(d)(i)) on any
date shall be deemed to be the average of the daily closing
prices per share of such Security for the 30 consecutive Trading
Days (as such term is hereinafter defined) immediately prior to
such date; provided, however, that, in the event that the current
per share market price of the Security is determined during a
period following the announcement by the issuer of such Security
of (A) a dividend or distribution on such Security payable in
shares of such Security or Securities convertible into such
shares, or (B) any subdivision, combination or reclassification
of such Security and prior to the expiration of 30 Trading Days
after the ex-dividend date for such dividend or distribution, or
the record date for such subdivision, combination or
reclassification,


<PAGE>                            -19-

then, and in each such case, the current per
share market price shall be appropriately adjusted to reflect the
current market price per share equivalent of such Security.  The
closing price for each day shall be the last sale price, regular
way, reported at or prior to 4:00 P.M. Eastern time or, in case
no such sale takes place on such day, the average of the bid and
asked prices, regular way, reported as of 4:00 P.M. Eastern time,
in either case, as reported in the principal consolidated
transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the
Security is not listed or admitted to trading on the New York
Stock Exchange, as reported in the principal consolidated
transaction reporting system with respect to securities listed on
the principal national securities exchange on which the Security
is listed or admitted to trading or, if the Security is not
listed or admitted to trading on any national securities
exchange, the last quoted price reported at or prior to 4:00 P.M.
Eastern time or, if not so quoted, the average of the high bid
and low asked prices in the over-the-counter market, as reported
as of 4:00 P.M. Eastern time by NASDAQ or such other system then
in use, or, if on any such date the Security is not quoted by any
such organization, the average of the closing bid and asked
prices as furnished by a professional market maker making a
market in the Security selected by the Board of Directors of the
Company.  The term "Trading Day" shall mean a day on which the
principal national securities exchange on which the Security is
listed or admitted to trading is open for the transaction of
business, or, if the Security is not listed or admitted to
trading on any national securities exchange, a Business Day.

          (ii) For the purpose of any computation hereunder, the
"current per share market price" of the Preferred Shares shall
be determined in accordance with the method set forth in Section
11(d)(i).  If the Preferred Shares are not publicly traded, the
"current per share market price" of the Preferred Shares shall
be conclusively deemed to be the current per share market price
of the


<PAGE>                         -20-

Common Shares as determined pursuant to Section 11(d)(i)
hereof (appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof),
multiplied by one hundred.  If neither the Common Shares nor the
Preferred Shares are publicly held or so listed or traded,
"current per share market price" shall mean the fair value per
share as determined in good faith by the Board of Directors of
the Company, whose determination shall be described in a
statement filed with the Rights Agent.

          (e) No adjustment in the Purchase Price shall be
required unless such adjustment would require an increase or
decrease of at least 1% in the Purchase Price; provided, however,
that any adjustments which by reason of this Section 11(e) are
not required to be made shall be carried forward and taken into
account in any subsequent adjustment.  All calculations under
this Section 11 shall be made to the nearest cent or to the
nearest one one-millionth of a Preferred Share or one
ten-thousandth of any other share or security as the case may be.
Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later
than the earlier of (i) three years from the date of the
transaction which requires such adjustment or (ii) the date of
the expiration of the right to exercise any Rights.

          (f) If, as a result of an adjustment made pursuant to
Section 11(a) hereof, the holder of any Right thereafter
exercised shall become entitled to receive any shares of  capital
stock of the Company other than Preferred Shares, thereafter the
number of such other shares so receivable upon exercise of any
Right shall be subject to adjustment from time to time in a
manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Preferred Shares contained in
Section 11(a) through (c) hereof, inclusive, and the provisions
of Sections 7, 9, 10 and 13 hereof with respect to the Preferred
Shares shall apply on like terms to any such other shares.




<PAGE>                          -21-

          (g) All Rights originally issued by the Company
subsequent to any adjustment made to the Purchase Price hereunder
shall evidence the right to purchase, at the adjusted Purchase
Price, the number of one one-hundredths of a Preferred Share
purchasable from time to time hereunder upon exercise of the
Rights, all subject to further adjustment as provided herein.

          (h) Unless the Company shall have exercised its
election as provided in Section 11(i) hereof, upon each
adjustment of the Purchase Price as a result of the calculations
made in Sections 11(b) and (c) hereof, each Right outstanding
immediately prior to the making of such adjustment shall
thereafter evidence the right to purchase, at the adjusted
Purchase Price, that number of one one-hundredths of a Preferred
Share (calculated to the nearest one one-millionth of a Preferred
Share) obtained by (A) multiplying (x) the number of one
one-hundredths of a share covered by a Right immediately prior to
this adjustment by (y) the Purchase Price in effect immediately
prior to such adjustment of the Purchase Price and (B) dividing
the product so obtained by the Purchase Price in effect
immediately after such adjustment of the Purchase Price.

             (i) The Company may elect, on or after the date of
any adjustment of the Purchase Price, to adjust the number of
Rights in substitution for any adjustment in the number of one
one-hundredths of a Preferred Share purchasable upon the exercise
of a Right.  Each of the Rights outstanding after such adjustment
of the number of Rights shall be exercisable for the number of
one one-hundredths of a Preferred Share for which a Right was
exercisable immediately prior to such adjustment.  Each Right
held of record prior to such adjustment of the number of Rights
shall become that number of Rights (calculated to the nearest one
ten-thousandth) obtained by dividing the Purchase Price in effect
immediately prior to adjustment of the Purchase Price by the
Purchase Price in effect immediately after adjustment of


<PAGE>                          -22-


the Purchase Price.  The Company shall make a public announcement of
its election to adjust the number of Rights, indicating the
record date for the adjustment, and, if known at the time, the
amount of the adjustment to be made.  This record date may be the
date on which the Purchase Price is adjusted or any day
thereafter, but, if the Right Certificates have been issued,
shall be at least 10 days later than the date of the public
announcement.  If Right Certificates have been issued, upon each
adjustment of the number of Rights pursuant to this Section
11(i), the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Right Certificates on such
record date Right Certificates evidencing, subject to Section 14
hereof, the additional Rights to which such holders shall be
entitled as a result of such adjustment, or, at the option of the
Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Right Certificates held
by such holders prior to the date of adjustment, and upon
surrender thereof, if required by the Company, new Right
Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment.  Right Certificates so
to be distributed shall be issued, executed and countersigned in
the manner provided for herein, and shall be registered in the
names of the holders of record of Right Certificates on the
record date specified in the public announcement.

          (j) Irrespective of any adjustment or change in the
Purchase Price or in the number of one one-hundredths of a
Preferred Share issuable upon the exercise of the Rights, the
Right Certificates theretofore and thereafter issued may continue
to express the Purchase Price and the number of one
one-hundredths of a Preferred Share which were expressed in the
initial Right Certificates issued hereunder.

          (k) Before taking any action that would cause an
adjustment reducing the Purchase Price below one one-hundredth of
the then par value, if any, of the Preferred Shares


<PAGE>                          -23-

issuable upon exercise of the Rights, the Company shall take any corporate
action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid
and nonassessable Preferred Shares at such adjusted Purchase
Price.

          (l) In any case in which this Section 11 shall
require that an adjustment in the Purchase Price be made
effective as of a record date for a specified event, the Company
may elect to defer until the occurrence of such event the issuing
to the holder of any Right exercised after such record date of
the Preferred Shares and other capital stock or securities of the
Company, if any, issuable upon such exercise over and above the
Preferred Shares and other capital stock or securities of the
Company, if any, issuable upon such exercise on the basis of the
Purchase Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to such holder a due bill
or other appropriate instrument evidencing such holder's right to
receive such additional shares upon the occurrence of the event
requiring such adjustment.

           (m) Anything in this Section 11 to the contrary
notwithstanding, the Company shall be entitled to make such
reductions in the Purchase Price, in addition to those
adjustments expressly required by this Section 11, as and to the
extent that it, in its sole discretion, shall determine to be
advisable in order that any consolidation or subdivision of the
Preferred Shares, issuance wholly for cash of any Preferred
Shares at less than the current market price, issuance wholly for
cash of Preferred Shares or securities which by their terms are
convertible into or exchangeable for Preferred Shares, dividends
on Preferred Shares payable in Preferred Shares or issuance of
rights, options or warrants referred to in Section 11(b) hereof,
hereafter made by the Company to holders of the Preferred Shares
shall not be taxable to such stockholders.




<PAGE>                            -24-


             (n) In the event that, at any time after the date of
this Agreement and prior to the Distribution Date, the Company
shall (i) declare or pay any dividend on the Common Shares
payable in Common Shares, or (ii) effect a subdivision,
combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in
Common Shares) into a greater or lesser number of Common Shares,
then, in any such case, (A) the number of one one-hundredths of a
Preferred Share purchasable after such event upon proper exercise
of each Right shall be determined by multiplying the number of
one one-hundredths of a Preferred Share so purchasable
immediately prior to such event by a fraction, the numerator of
which is the number of Common Shares outstanding immediately
before such event and the denominator of which is the number of
Common Shares outstanding immediately after such event, and (B)
each Common Share outstanding immediately after such event shall
have issued with respect to it that number of Rights which each
Common Share outstanding immediately prior to such event had
issued with respect to it.  The adjustments provided for in this
Section 11(n) shall be made successively whenever such a dividend
is declared or paid or such a subdivision, combination or
consolidation is effected.

            Section 12. Certificate of Adjusted Purchase Price or
Number of Shares.  Whenever an adjustment is made as provided in
Section 11 or 13 hereof, the Company shall promptly (a) prepare a
certificate setting forth such adjustment and a brief statement
of the facts accounting for such adjustment, (b) file with the
Rights Agent and with each transfer agent for the Common Shares
or the Preferred Shares and the Securities and Exchange
Commission a copy of such certificate and (c) if such adjustment
occurs at any time after the Distribution Date, mail a brief
summary thereof to each holder of a Right Certificate in
accordance with Section 25 hereof.




<PAGE>                             -25-


            Section 13. Consolidation, Merger or Sale or Transfer of
Assets or Earning Power.  In the event, directly or indirectly,
at any time after a Person has become an Acquiring Person, (a)
the Company shall consolidate with, or merge with and into, any
other Person, (b) any Person shall consolidate with the Company,
or merge with and into the Company and the Company shall be the
continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the Common Shares
shall be changed into or exchanged for stock or other securities
of any other Person (or the Company) or cash or any other
property, or (c) the Company shall sell or otherwise transfer (or
one or more of its Subsidiaries shall sell or otherwise
transfer), in one or more transactions, assets or earning power
aggregating 50% or more of the assets or earning power of the
Company and its Subsidiaries (taken as a whole) to any other
Person other than the Company or one or more of its wholly-owned
Subsidiaries, then, and in each such case, proper provision shall
be made so that (i) each holder of a Right (except as otherwise
provided herein) shall thereafter have the right to receive, upon
the exercise thereof at a price equal to the then current
Purchase Price multiplied by the number of one one-hundredths of
a Preferred Share for which a Right is then exercisable, in
accordance with the terms of this Agreement and in lieu of
Preferred Shares, such number of Common Shares of such other
Person (including the Company as successor thereto or as the
surviving corporation) as shall equal the result obtained by (A)
multiplying the then current Purchase Price by the number of one
one-hundredths of a Preferred Share for which a Right is then
exercisable and dividing that product by (B) 50% of the then
current per share market price of the Common Shares of such other
Person (determined pursuant to Section 11(d) hereof) on the date
of consummation of such consolidation, merger, sale or transfer;
(ii) the issuer of such Common Shares shall thereafter be liable
for, and shall assume, by virtue of such consolidation, merger,
sale or transfer, all the


<PAGE>                       -26-


obligations and duties of the Company pursuant to this Agreement;
(iii) the term "Company" shall thereafter be deemed to refer to such
issuer; and (iv) such issuer shall take such steps (including, but
not limited to, the reservation of a sufficient number of its Common
Shares in accordance with Section 9 hereof) in connection with such
consummation as may be necessary to assure that the provisions
hereof shall thereafter be applicable, as nearly as reasonably
may be, in relation to the Common Shares of the Company
thereafter deliverable upon the exercise of the Rights.  The
Company shall not consummate any such consolidation, merger, sale
or transfer unless, prior thereto, the Company and such issuer
shall have executed and delivered to the Rights Agent a
supplemental agreement so providing.  The Company shall not enter
into any transaction of the kind referred to in this Section 13
if at the time of such transaction there are any rights,
warrants, instruments or securities outstanding or any agreements
or arrangements which, as a result of the consummation of such
transaction, would eliminate or substantially diminish the
benefits intended to be afforded by the Rights.  The provisions
of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers.

             Section 14. Fractional Rights and Fractional Shares.
(a)  The Company shall not be required to issue fractions of
Rights or to distribute Right Certificates which evidence
fractional Rights.  In lieu of such fractional Rights, there
shall be paid to the registered holders of the Right Certificates
with regard to which such fractional Rights would otherwise be
issuable, an amount in cash equal to the same fraction of the
current market value of a whole Right.  For the purposes of this
Section 14(a), the current market value of a whole Right shall be
the closing price of the Rights for the Trading Day immediately
prior to the date on which such fractional Rights would have been
otherwise issuable.  The closing price for any day shall be the
last sale price, regular way, or, in case no such sale takes
place on such day, the average of the closing bid



<PAGE>                           -27-

and asked prices, regular way, in either case, as reported in the principal
consolidated transaction reporting system with respect to
securities listed or admitted to trading on the New York Stock
Exchange or, if the Rights are not listed or admitted to trading
on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading or, if the
Rights are not listed or admitted to trading on any national
securities exchange, the last quoted 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 NASDAQ or such other
system then in use or, if on any such date the Rights are not
quoted by any such organization, the average of the closing bid
and asked prices as furnished by a professional market maker
making a market in the Rights selected by the Board of Directors
of the Company.  If on any such date no such market maker is
making a market in the Rights, the fair value of the Rights on
such date as determined in good faith by the Board of Directors
of the Company shall be used.

            (b) The Company shall not be required to issue
fractions of Preferred Shares (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share)
upon exercise of the Rights or to distribute certificates which
evidence fractional Preferred Shares (other than fractions which
are integral multiples of one one-hundredth of a Preferred
Share).  Fractions of Preferred Shares in integral multiples of
one one-hundredth of a Preferred Share may, at the election of
the Company, be evidenced by depositary receipts, pursuant to an
appropriate agreement between the Company and a depositary
selected by it; provided that such agreement shall provide that
the holders of such depositary receipts shall have all the
rights, privileges and preferences to which they are entitled as
beneficial owners of the Preferred Shares represented by such
depositary receipts.  In lieu of fractional Preferred Shares that
are not


<PAGE>                          -28-


integral multiples of one one-hundredth of a Preferred
Share, the Company shall pay to the registered holders of Right
Certificates at the time such Rights are exercised as herein
provided an amount in cash equal to the same fraction of the
current market value of one Preferred Share.  For the purposes of
this Section 14(b), the current market value of a Preferred Share
shall be the closing price of a Preferred Share (as determined
pursuant to the second sentence of Section 11(d)(i) hereof) for
the Trading Day immediately prior to the date of such exercise.

            (c) The holder of a Right, by the acceptance of the
Right, expressly waives such holder's right to receive any
fractional Rights or any fractional shares upon exercise of a
Right (except as provided above).

            Section 15. Rights of Action.  All rights of action in
respect of this Agreement, excepting the rights of action given
to the Rights Agent under Section 18 hereof, are vested in the
respective registered holders of the Right Certificates (and,
prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right
Certificate (or, prior to the Distribution Date, of the Common
Shares), without the consent of the Rights Agent or of the holder
of any other Right Certificate (or, prior to the Distribution
Date, of the Common Shares), may, in such holder's own behalf and
for such holder's own benefit, enforce, and may institute and
maintain any suit, action or proceeding against the Company to
enforce, or otherwise act in respect of, such holder's right to
exercise the Rights evidenced by such Right Certificate in the
manner provided in such Right Certificate and in this Agreement.
Without limiting the foregoing or any remedies available to the
holders of Rights, it is specifically acknowledged that the
holders of Rights would not have an adequate remedy at law for
any breach of this Agreement, and will be entitled to specific
performance of the obligations


<PAGE>                            -29-

under, and injunctive relief against actual or threatened violations
of the obligations of any Person subject to, this Agreement.

             Section 16. Agreement of Right Holders.  Every holder of
a Right, by accepting the same, consents and agrees with the
Company and the Rights Agent and with every other holder of a
Right that:

          (a) prior to the Distribution Date, the Rights will
be transferable only in connection with the transfer of the
Common Shares;

          (b) after the Distribution Date, the Right
Certificates are transferable only on the registry books of the
Rights Agent if surrendered at the principal office of  the
Rights Agent, duly endorsed or accompanied by a proper instrument
of transfer; and

          (c) the Company and the Rights Agent may deem and
treat the person in whose name the Right Certificate (or, prior
to the Distribution Date, the associated Common Shares
certificate) is registered as the absolute owner thereof and of
the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificate or the associated
Common Shares certificate made by anyone other than the Company
or the Rights Agent) for all purposes whatsoever, and neither the
Company nor the Rights Agent shall be affected by any notice to
the contrary.

              Section 17. Right Certificate Holder Not Deemed a
Stockholder.  No holder, as such, of any Right Certificate shall
be entitled to vote, receive dividends or be deemed for any
purpose the holder of the Preferred Shares or any other
securities of the Company which may at any time be issuable on
the exercise of the Rights represented thereby, nor shall
anything



<PAGE>                          -30-

contained herein or in any Right Certificate be
construed to confer upon the holder of any Right Certificate, as
such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders (except as
provided in Section 25 hereof), or to receive dividends or
subscription rights, or otherwise, until the Right or Rights
evidenced by such Right Certificate shall have been exercised in
accordance with the provisions hereof.

              Section 18. Concerning the Rights Agent.  The Company
agrees to pay to the Rights Agent reasonable compensation for all
services rendered by it hereunder, and, from time to time, on
demand of the Rights Agent, its reasonable expenses and counsel
fees and other disbursements incurred in the administration and
execution of this Agreement and the exercise and performance of
its duties hereunder.  The Company also agrees to indemnify the
Rights Agent for, and to hold it harmless against, any loss,
liability, or expense incurred without negligence, bad faith or
willful misconduct on the part of the Rights Agent, for anything
done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the
costs and expenses of defending against any claim of liability in
the premises.

         The Rights Agent shall be protected and shall incur no
liability for, or in respect of any action taken, suffered or
omitted by it in connection with, its administration of this
Agreement in reliance upon any Right Certificate or certificate
for the Preferred Shares or Common Shares or for other securities
of the Company, instrument of assignment or  transfer, power of
attorney, endorsement, affidavit, letter, notice, direction,
consent, certificate, statement, or other paper or document
believed by it to be genuine and to be signed, executed and,
where



<PAGE>                             -31-

necessary, verified or acknowledged, by the proper person
or persons, or otherwise upon the advice of counsel as set forth
in Section 20 hereof.

            Section 19. Merger or Consolidation or Change of Name of
Rights Agent.  Any corporation into which the Rights Agent or any
successor Rights Agent may be merged or with which it may be
consolidated, or any corporation resulting from any merger or
consolidation to which the Rights Agent or any successor Rights
Agent shall be a party, or any corporation succeeding to the
stock transfer or corporate trust powers of the Rights Agent or
any successor Rights Agent, shall be the successor to the Rights
Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties
hereto; provided that such corporation would be eligible for
appointment as a successor Rights Agent under the provisions of
Section 21 hereof.  In case at the time such successor Rights
Agent shall succeed to the agency created by this Agreement, any
of the Right Certificates shall have been countersigned but not
delivered, any such successor Rights Agent may adopt the
countersignature of the predecessor Rights Agent and deliver such
Right Certificates so countersigned; and, in case at that time
any of the Right Certificates shall not have been  countersigned,
any successor Rights Agent may countersign such Right
Certificates either in the name of the predecessor Rights Agent
or in the name of the successor Rights Agent; and, in all such
cases, such Right Certificates shall have the full force provided
in the Right Certificates and in this Agreement.

     In case at any time the name of the Rights Agent shall
be changed and at such time any of the Right Certificates shall
have been countersigned but not delivered, the Rights Agent may
adopt the countersignature under its prior name and deliver Right
Certificates so countersigned; and, in case at that time any of
the Right Certificates shall not have been


<PAGE>                            -32-

countersigned, the Rights Agent may countersign such Right Certificates
either in its prior name or in its changed name; and, in all such cases,
such Right Certificates shall have the full force provided in the
Right Certificates and in this Agreement.

            Section 20. Duties of Rights Agent.  The Rights Agent
undertakes the duties and obligations imposed by this Agreement
upon the following terms and conditions, by all of which the
Company and the holders of Right Certificates, by their
acceptance thereof, shall be bound:

       (a) The Rights Agent may consult with legal counsel
(who may be legal counsel for the Company), and the opinion of
such counsel shall be full and complete authorization and
protection to the Rights Agent as to any action taken or omitted
by it in good faith and in accordance with such opinion.

        (b) Whenever in the performance of its duties under
this Agreement the Rights Agent shall deem it necessary or
desirable that any fact or matter be proved or established by the
Company prior to taking or suffering any action hereunder, such
fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively
proved and established by a certificate signed by any one of the
Chairman of the Board, the Chief Executive Officer, the
President, any Vice President, the Treasurer or the Secretary of
the Company and delivered to the Rights Agent; and such
certificate shall be full authorization to the Rights Agent for
any action taken or suffered in good faith by it under the
provisions of this Agreement in reliance upon such certificate.

        (c) The Rights Agent shall be liable hereunder to the
Company and any other Person only for its own negligence, bad
faith or willful misconduct.




<PAGE>                          -33-

        (d) The Rights Agent shall not be liable for or by
reason of any of the statements of fact or recitals contained in
this Agreement or in the Right Certificates (except its
countersignature thereof) or be required to verify the same, but
all such statements and recitals are and shall be deemed to have
been made by the Company only.

        (e) The Rights Agent shall not be under any
responsibility in respect of the validity of this Agreement or
the execution and delivery hereof (except the due execution
hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its countersignature
thereof); nor shall it be responsible for any breach by the
Company of any covenant or condition contained in this Agreement
or in any Right Certificate; nor shall it be responsible for any
change in the exercisability of the Rights (including the Rights
becoming void pursuant to Section 11(a)(ii) hereof) or any
adjustment in the terms of the Rights (including the manner,
method or amount thereof) provided for in Section 3, 11, 13, 23
or 24 hereof, or the ascertaining of the existence of facts that
would require any such change or adjustment (except with respect
to the exercise of Rights evidenced by Right Certificates after
actual notice that such change or adjustment is required); nor
shall it by any act hereunder be deemed to make any
representation or warranty as to the authorization or reservation
of any Preferred Shares to be issued pursuant to this Agreement
or any Right Certificate or as to whether any Preferred Shares
will, when issued, be validly authorized and issued, fully paid
and nonassessable.

        (f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts,
instruments and assurances as may reasonably be required by the
Rights Agent for the carrying out or performing by the Rights
Agent of the provisions of this Agreement.




<PAGE>                         -34-

        (g) The Rights Agent is hereby authorized and
directed to accept instructions with respect to the performance
of its duties hereunder from any one of the Chairman of the
Board, the Chief Executive Officer, the President, any Vice
President, the Secretary or the Treasurer of the Company, and to
apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable for any action taken
or suffered by it in good faith in accordance with instructions
of any such officer or for any delay in acting while waiting for
those instructions.

        (h) The Rights Agent and any stockholder, director,
officer or employee of the Rights Agent may buy, sell or deal in
any of the Rights or other securities of the Company or become
pecuniarily interested in any transaction in which the Company
may be interested, or contract with or lend money to the Company
or otherwise act as fully and freely as though it were not Rights
Agent under this Agreement.  Nothing herein shall preclude the
Rights Agent from acting in any other capacity for the Company or
for any other legal entity.

         (i) The Rights Agent may execute and exercise any of
the rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys or agents,
and the Rights Agent shall not be answerable or accountable for
any act, default, neglect or misconduct of any such attorneys or
agents or for any loss to the Company resulting from any such
act, default, neglect or misconduct, provided that reasonable
care was exercised in the selection and continued employment
thereof.

             Section 21. Change of Rights Agent.  The Rights Agent or
any successor Rights Agent may resign and be discharged from its
duties under this Agreement upon 30 days' notice in writing
mailed to the Company and to each transfer agent of the Common
Shares or



<PAGE>                          -35-

Preferred Shares by registered or certified mail, and
to the holders of the Right Certificates by first-class mail.
The Company may remove the Rights Agent or any successor Rights
Agent upon 30 days' notice in writing, mailed to the Rights Agent
or successor Rights Agent, as the case may be, and to each
transfer agent of the Common Shares or Preferred Shares by
registered or certified mail, and to the holders of the Right
Certificates by first-class mail.  If the Rights Agent shall
resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Rights
Agent.  If the Company shall fail to make such appointment within
a  period of 30 days after giving notice of such removal or after
it has been notified in writing of such resignation or incapacity
by the resigning or incapacitated Rights Agent or by the holder
of a Right Certificate (which holder shall, with such notice,
submit such holder's Right Certificate for inspection by the
Company), then the registered holder of any Right Certificate may
apply to any court of competent jurisdiction for the appointment
of a new Rights Agent.  Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a
corporation organized and doing business under the laws of the
United States or of the State of North Carolina (or of any other
state of the United States so long as such corporation is
authorized to do business as a banking institution in the State
of North Carolina), in good standing, having an office in the
State of North Carolina, which is authorized under such laws to
exercise corporate trust or stock transfer powers and is subject
to supervision or examination by federal or state authority and
which has at the time of its appointment as Rights Agent a
combined capital and surplus of at least $50 million.  After
appointment, the successor Rights Agent shall be vested with the
same powers, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or
deed; but the predecessor Rights Agent shall deliver and transfer
to the successor Rights Agent any property at the time held by it



<PAGE>                        -36-


hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose.  Not later
than the effective date of any such appointment, the Company
shall file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Shares or Preferred
Shares, and mail a notice thereof in writing to the registered
holders of the Right Certificates.  Failure to give any notice
provided for in this Section 21, however, or any defect therein,
shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.

          Section 22. Issuance of New Right Certificates.
Notwithstanding any of the provisions of this Agreement or of the
Rights to the contrary, the Company may, at its option, issue new
Right Certificates evidencing Rights in such form as may be
approved by the Board of Directors of the Company to reflect any
adjustment or change in the Purchase Price and the number or kind
or class of shares or other securities or property purchasable
under the Right Certificates made in accordance with the
provisions of this Agreement.

           Section 23. Redemption.  (a)  The Board of Directors of
the Company may, at its option, at any time prior to such time as
any Person becomes an Acquiring Person, redeem all but not less
than all the then outstanding Rights at a redemption price of
$.01 per Right, appropriately adjusted to reflect any stock
split, stock dividend or similar transaction occurring after the
date hereof (such redemption price being hereinafter referred to
as the "Redemption Price").  The redemption of the Rights by
the Board of Directors of the Company may be made effective at
such time, on such basis and with such conditions as the Board of
Directors of the Company, in its sole discretion, may establish.




<PAGE>                          -37-

      (b) Immediately upon the action of the Board of
Directors of the Company ordering the redemption of the Rights
pursuant to paragraph (a) of this Section 23, and without any
further action and without any notice, the right to exercise the
Rights will terminate and the only right thereafter of the
holders of Rights shall be to receive the Redemption Price.  The
Company shall promptly give public notice of any such redemption;
provided, however, that the failure to give, or any defect in,
any such notice shall not affect the validity of such redemption.
Within 10 days after such action of the Board of Directors of the
Company ordering the redemption of the Rights, the Company shall
mail a notice of redemption to all the holders of the then
outstanding Rights at their last addresses as they appear upon
the registry books of the Rights Agent or, prior to the
Distribution Date, on the registry books of the transfer agent
for the Common Shares.  Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder
receives the notice.  Each such notice of redemption will state
the method by which the payment of the Redemption Price will be
made.  Neither the Company nor any of its Affiliates or
Associates may redeem, acquire or purchase for value any Rights
at any time in any manner other than that specifically set forth
in this Section 23 or in Section 24 hereof, and other than in
connection with the purchase of Common Shares prior to the
Distribution Date.

           Section 24. Exchange.  (a)  The Board of Directors of
the Company may, at its option, at any time after any Person
becomes an Acquiring Person, exchange all or part of the then
outstanding and exercisable Rights (which shall not include
Rights that have become void pursuant to the provisions of
Section 11(a)(ii) hereof) for Common Shares at an exchange ratio
of one Common Share per Right, appropriately adjusted to reflect
any adjustment in the number of Rights pursuant to Section 11(i)
(such exchange ratio being hereinafter referred to as the



<PAGE>                        -38-

"Exchange Ratio").  Notwithstanding the foregoing, the Board of
Directors of the Company shall not be empowered to effect such
exchange at any time after any Person (other than the Company,
any Subsidiary of the Company, any employee benefit plan of the
Company or any such Subsidiary, or any entity holding Common
Shares for or pursuant to the terms of any such plan), together
with all Affiliates and Associates of such Person, becomes the
Beneficial Owner of 50% or more of the Common Shares then
outstanding.

       (b) Immediately upon the action of the Board of
Directors of the Company ordering the exchange of any Rights
pursuant to paragraph (a) of this Section 24 and without any
further action and without any notice, the right to exercise such
Rights shall terminate and the only right thereafter of a holder
of such Rights shall be to receive that number of Common Shares
equal to the number of such Rights held by such holder multiplied
by the Exchange Ratio.  The Company shall promptly give public
notice of any such exchange; provided, however, that the failure
to give, or any defect in, such notice shall not affect the
validity of such exchange.  The Company promptly shall mail a
notice of any such exchange to all of the holders of such Rights
at their last addresses as they appear upon the registry books of
the Rights Agent.  Any notice which is mailed in the manner
herein provided shall be deemed given, whether or not the holder
receives the notice.  Each such notice of exchange will state the
method by which the exchange of the Common Shares for Rights will
be effected, and, in the event of any partial exchange, the
number of Rights which will be exchanged.  Any partial exchange
shall be effected pro rata based on the number of Rights (other
than Rights which have become void pursuant to the provisions of
Section 11(a)(ii) hereof) held by each holder of Rights.

      (c) In the event that there shall not be sufficient
Common Shares issued but not outstanding or authorized but
unissued to permit any exchange of Rights as contemplated in



<PAGE>                           -39-

accordance with this Section 24, the Company shall take all such
action as may be necessary to authorize additional Common Shares
for issuance upon exchange of the Rights.  In the event the
Company shall, after good faith effort, be unable to take all
such action as may be necessary to authorize such additional
Common Shares, the Company shall substitute, for each Common
Share that would otherwise be issuable upon exchange of a Right,
a number of Preferred Shares or fraction thereof such that the
current per share market price of one Preferred Share multiplied
by such number or fraction is equal to the current per share
market price of one Common Share as of the date of issuance of
such Preferred Shares or fraction thereof.

      (d) The Company shall not be required to issue
fractions of Common Shares or to distribute certificates which
evidence fractional Common Shares.  In lieu of such fractional
Common Shares, the Company shall pay to the registered holders of
the Right Certificates with regard to which such fractional
Common Shares would otherwise be issuable an amount in cash equal
to the same fraction of the current market value of a whole
Common Share.  For the purposes of this paragraph (d), the
current market value of a whole Common Share shall be the closing
price of a Common Share (as determined pursuant to the second
sentence of Section 11(d)(i) hereof) for the Trading Day
immediately prior to the date of exchange pursuant to this
Section 24.

            Section 25. Notice of Certain Events.  (a)  In case the
Company shall, at any time after the Distribution Date, propose
(i) to pay any dividend payable in stock of any class to the
holders of the Preferred Shares or to make any other distribution
to the holders of the Preferred Shares (other than a regular
quarterly cash dividend), (ii) to offer to the holders of the
Preferred Shares rights or warrants to subscribe for or to
purchase any additional Preferred Shares or shares of stock of
any class or any other securities, rights or options, (iii) to
effect any


<PAGE>                         -40-


reclassification of the Preferred Shares (other than a
reclassification involving only the subdivision of outstanding
Preferred Shares), (iv) to effect any consolidation or merger
into or with, or to effect any sale or other transfer (or to
permit one or more of its Subsidiaries to effect any sale or
other transfer), in one or more transactions, of 50% or more of
the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to, any other Person, (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to
declare or pay any dividend on the Common Shares payable in
Common Shares or to effect a subdivision, combination or
consolidation of the Common Shares (by reclassification or
otherwise than by payment of dividends in Common Shares), then,
in each such case, the Company shall give to each holder of a
Right Certificate, in accordance with Section 26 hereof, a notice
of such proposed action, which shall specify the record date for
the purposes of such stock dividend, or distribution of rights or
warrants, or the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation, dissolution,
or winding up is to take place and the date of participation
therein by the holders of the Common Shares and/or Preferred
Shares, if any such date is to be fixed, and such notice shall be
so given in the case of any action covered by clause (i) or (ii)
above at least 10 days prior to the record date for determining
holders of the Preferred Shares for purposes of such action, and,
in the case of any such other action, at least 10 days prior to
the date of the taking of such proposed action or the date of
participation therein by the holders of the Common Shares and/or
Preferred Shares, whichever shall be the earlier.

         (b) In case the event set forth in Section 11(a)(ii)
hereof shall occur, then the Company shall, as soon as
practicable thereafter, give to each holder of a Right
Certificate, in accordance with Section 26 hereof, a notice of
the occurrence of such event, which notice shall


<PAGE>                       -41-

describe such event and the consequences of such event to holders of Rights
under Section 11(a)(ii) hereof.

               Section 26. Notices.  Notices or demands authorized by
this Agreement to be given or made by the Rights Agent or by the
holder of any Right Certificate to or on the Company shall be
sufficiently given or made if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing
with the Rights Agent) as follows:

           Ruddick Corporation
           1800 Two First Union Center
           Charlotte, North Carolina 28282

Subject to the provisions of Section 21 hereof, any notice or
demand authorized by this Agreement to be given or made by the
Company or by the holder of any Right Certificate to or on the
Rights Agent shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another
address is filed in writing with the Company) as follows:

            First Union National Bank
            1525 West W.T. Harris Blvd.
            3C3-NC 1153
            Charlotte, North Carolina 28288-1153
            Attention:  Corporate Secretary

Notices or demands authorized by this Agreement to be given or
made by the Company or the Rights Agent to the holder of any
Right Certificate shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed to such holder at
the address of such holder as shown on the registry books of the
Company.




<PAGE>                        -42-

            Section 27. Supplements and Amendments.  The Company may
from time to time supplement or amend this Agreement without the
approval of any holders of Right Certificates in order to cure
any ambiguity, to correct or supplement any provision contained
herein which may be defective or inconsistent with any other
provisions herein, or to make any other provisions with respect
to the Rights which the Company may deem necessary or desirable,
any such supplement or amendment to be evidenced by a writing
signed by the Company and the Rights Agent; provided, however,
that, from and after such time as any Person becomes an Acquiring
Person, this Agreement shall not be amended in any manner which
would adversely affect the interests of the holders of Rights.
Without limiting the foregoing, the Company may at any time prior
to such time as any Person becomes an Acquiring Person amend this
Agreement to lower the thresholds set forth in Section 1(a) and
3(a) hereof to not less than 10% (the "Reduced Threshold");
provided, however, that no Person who beneficially owns a number
of Common Shares equal to or greater than the Reduced Threshold
shall become an Acquiring Person unless such Person shall, after
the public announcement of the Reduced Threshold, increase its
beneficial ownership of the then outstanding Common Shares (other
than as a result of an acquisition of Common Shares by the
Company) to an amount equal to or greater than the greater of (x)
the Reduced Threshold or (y) the sum of (i) the lowest beneficial
ownership of such Person as a percentage of the outstanding
Common Shares as of any date on or after the date of the public
announcement of such Reduced Threshold plus (ii) .001%.

                 Section 28. Successors.  All the covenants and
provisions of this Agreement by or for the benefit of the Company
or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns hereunder.




<PAGE>                        -43-

                Section 29. Benefits of this Agreement.  Nothing in this
Agreement shall be construed to give to any Person other than the
Company, the Rights Agent and the registered holders of the Right
Certificates (and, prior to the Distribution Date, the Common
Shares) any legal or equitable right, remedy or claim under this
Agreement; but this Agreement shall be for the sole and exclusive
benefit of the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution
Date, the Common Shares).

                 Section 30. Severability.  If any term, provision,
covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants
and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.

                Section 31. Governing Law.  This Agreement and each
Right Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of North Carolina and
for all purposes shall be governed by and construed in accordance
with the laws of such state applicable to contracts to be made
and performed entirely within such state.

               Section 32. Counterparts.  This Agreement may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and
the same instrument.

                Section 33. Descriptive Headings.  Descriptive headings
of the several Sections of this Agreement are inserted for
convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.

              IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and attested, all as of the day and
year first above written.

Attest:                                 RUDDICK CORPORATION
By /S/ DOUGLAS J. YACENDA               By /S/ JOHN WOODLIEF
   Name:  Douglas J. Yacenda            Name: John Woodlief
   Title: Secretary                     Title: Vice President



Attest:                                 FIRST UNION NATIONAL BANK
By /s/ SHARRON A. MANN                  By /s/ VICTOR W. LATESSA
   Name:  Sharron A. Mann               Name: Victor W. LaTessa
   Title: Trust Officer                 Title:  Vice President




<PAGE>                           -45-





                                                            Exhibit A


                     Form of Right Certificate



Certificate No. R-                                         ___ Rights



            NOT EXERCISABLE AFTER NOVEMBER 16, 2010 OR EARLIER IF
            REDEMPTION OR EXCHANGE OCCURS.  THE RIGHTS ARE SUB-
            JECT TO REDEMPTION AT $.01 PER RIGHT AND TO EXCHANGE
            ON THE TERMS SET FORTH IN THE AGREEMENT.


                            Right Certificate



                            RUDDICK CORPORATION



           This certifies that ____________________ , or registered
assigns, is the registered owner of the number of Rights set
forth above, each of which entitles the owner thereof, subject to
the terms, provisions and conditions of the Agreement, dated as
of November___, 2000 (the "Agreement"), between Ruddick
Corporation, a North Carolina corporation (the "Company"), and
First Union National Bank, to purchase from the Company at any
time after the Distribution Date (as such term is defined in the
Agreement) and prior to 5:00 P.M., Charlotte, North Carolina
time, on November 16, 2010 at the principal office of the Rights
Agent, or at the office of its successor as Rights Agent, one
one-hundredth of a fully paid non-assessable share of Series A
Junior Participating Additional Preferred Stock of the Company
(the "Preferred Shares"), at a purchase price of $_____ per
one one-hundredth of a Preferred Share (the "Purchase Price"),
upon presentation and surrender of this Right Certificate with
the Form of Election to Purchase duly executed.  The number of
Rights evidenced by this Right Certificate (and the number of one
one-hundredths of a Preferred Share which may be purchased upon
exercise hereof) set forth above, and the Purchase Price set
forth above, are the number and Purchase Price as of November 16,
2000, based on the Preferred Shares as constituted at such date.
As provided in the Agreement, the Purchase Price and the number
of one one-hundredths of a Preferred Share which may be purchased
upon the exercise of the Rights evidenced by this Right
Certificate are subject to modification and adjustment upon the
happening of certain events.

          This Right Certificate is subject to all of the terms,
provisions and conditions of the Agreement, which terms,
provisions and conditions are hereby incorporated herein by
reference and made a part hereof and to which Agreement reference
is hereby made for a full description of the rights, limitations
of rights, obligations, duties and immunities hereunder of the
Rights Agent, the Company and the holders of the Right
Certificates.  Copies of the Agreement are on file at the
principal executive offices of the Company and the offices of the
Rights Agent.

          This Right Certificate, with or without other Right
Certificates, upon surrender at the principal office of the
Rights Agent, may be exchanged for another Right Certificate or
Right Certificates of like tenor and date evidencing Rights
entitling the holder to purchase a like aggregate number of
Preferred Shares as the Rights evidenced by the Right Certificate
or Right


<PAGE>                          A-1

Certificates surrendered shall have entitled such holder
to purchase.  If this Right Certificate shall be exercised in
part, the holder shall be entitled to receive upon surrender
hereof another Right Certificate or Right Certificates for the
number of whole Rights not exercised.

          Subject to the provisions of the Agreement, the Rights
evidenced by this Right Certificate (i) may be redeemed by the
Company at a redemption price of $.01 per Right or (ii) may be
exchanged in whole or in part for Preferred Shares or shares of
the Company's Common Stock.

           No fractional Preferred Shares will be issued upon the
exercise of any Right or Rights evidenced hereby (other than
fractions which are integral multiples of one one-hundredth of a
Preferred Share, which may, at the election of the Company, be
evidenced by depositary receipts), but, in lieu thereof, a cash
payment will be made, as provided in the Agreement.

           No holder of this Right Certificate shall be entitled
to vote or receive dividends or be deemed for any purpose the
holder of the Preferred Shares or of any other securities of the
Company which may at any time be issuable on the exercise hereof,
nor shall anything contained in the Agreement or herein be
construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter submitted to
stockholders at any  meeting thereof, or to give or withhold
consent to any corporate action, or to receive notice of meetings
or other actions affecting stockholders (except as provided in
the Agreement), or to receive dividends or subscription rights,
or otherwise, until the Right or Rights evidenced by this Right
Certificate shall have been exercised as provided in the
Agreement.

          This Right Certificate shall not be valid or obligatory
for any purpose until it shall have been countersigned by the
Rights Agent.

          WITNESS the facsimile signature of the proper officers
of the Company and its corporate seal.  Dated as of _______________, ____.




ATTEST:                               RUDDICK CORPORATION

_______________________________       By_________________________________
Name:                                    Name:
Title:                                   Title:
Countersigned:


FIRST UNION NATIONAL BANK


By_____________________________
  Name:
  Title:









<PAGE>                            A-2



                   Form of Reverse Side of Right Certificate

                                 ASSIGNMENT

               (To be executed by the registered holder if such
              holder desires to transfer the Right Certificate.)


         FOR VALUE RECEIVED_______________________ hereby sells, assigns and
transfers unto____________________________________________________
__________________________________________________________________
               (Please print name and address of transferee)
this Right Certificate, together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
___________________________ Attorney, to transfer the within
Right Certificate on the books of the within-named Company, with
full power of substitution.

Dated: ___________________

                                 _____________________________
                                 Signature

Signature Guaranteed:

     All Guarantees must be made by a financial institution
(such as a bank or broker) which is a participant in the Transfer
Agents Medallion Program ("STAMP"), the New York Stock
Exchange, Inc. Medallion Signature Program ("MS"), or the Stock
Exchange Medallion Program ("SEMP") and must not be dated.
Guarantees by a notary public are not acceptable.

     The undersigned hereby certifies that the Rights
evidenced by this Right Certificate are not beneficially owned by
an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Agreement).

                               ____________________________
                                Signature



<PAGE>                        A-3




               Form of Reverse Side of Right Certificate -- continued



                          FORM OF ELECTION TO PURCHASE

                 (To be executed if holder desires to exercise
                 Rights represented by the Right Certificate.)


To: Ruddick Corporation


     The undersigned hereby irrevocably elects to exercise _______________
Rights represented by this Right Certificate to purchase the Preferred
Shares issuable upon the exercise of such Rights and requests that
certificates for such Preferred Shares be issued in the name of:


Please insert social security
or other identifying number

__________________________________________________________________________
                      (Please print name and address)

____________________________________________________________________________

If such number of Rights shall not be all the Rights evidenced by
this Right Certificate, a new Right Certificate for the balance
remaining of such Rights shall be registered in the name of and
delivered to:

Please insert social security
or other identifying number

____________________________________________________________________________
                        (Please print name and address)

_____________________________________________________________________________


Dated:_________________



                                     ____________________________________
                                      Signature




<PAGE>                         A-4



Signature Guaranteed:

     All Guarantees must be made by a financial institution
(such as a bank or broker) which is a participant in the Transfer
Agents Medallion Program ("STAMP"), the New York Stock
Exchange, Inc. Medallion Signature Program ("MS"), or the Stock
Exchange Medallion Program ("SEMP") and must not be dated.
Guarantees by a notary public are not acceptable.

     The undersigned hereby certifies that the Rights
evidenced by this Right Certificate are not beneficially owned by
an Acquiring Person or an Affiliate or Associate thereof (as
defined in the Agreement).

                                __________________________________
                                 Signature



                                NOTICE
     The signature in the Form of Assignment or Form of
Election to Purchase, as the case may be, must conform to the
name as written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change
whatsoever.

     In the event the certification set forth above in the
Form of Assignment or the Form of Election to Purchase, as the
case may be, is not completed, the Company and the Rights Agent
will deem the beneficial owner of the Rights evidenced by this
Right Certificate to be an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Agreement) and such
Assignment or Election to Purchase will not be honored.





<PAGE>                       A-5


                                                           Exhibit B


                  SUMMARY OF RIGHTS TO PURCHASE
                        PREFERRED SHARES
Introduction

     On November 16, 2000, the Board of Directors of our
Company, Ruddick Corporation, a North Carolina corporation,
declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock.  The
dividend is payable on November 16, 2000 to the stockholders of
record on that date.  These rights will replace rights to
purchase common stock that will expire on November 15, 2000.

     For those interested in the specific terms of the
Rights Agreement as made between our Company and First Union
National Bank, as the Rights Agent, on November 16, 2000, we
provide the following summary description.  Please note, however,
that this description is only a summary, and is not complete, and
should be read together with the entire Rights Agreement, which
has been filed with the Securities and Exchange Commission as an
exhibit to a Registration Statement on Form 8-A dated December
___, 2000.  A copy of the agreement is available free of charge
from our Company.

The Rights.  Our Board authorized the issuance of a Right with
respect to each outstanding share of common stock on November 16,
2000.  The Rights will initially trade with, and will be
inseparable from, the common stock.  The Rights are evidenced
only by certificates that represent shares of common stock.  New
Rights will accompany any new shares of common stock we issue
after November 16, 2000 until the Distribution Date described
below.

Exercise Price.  Each Right will allow its holder to purchase
from our Company one one-hundredth of a share of Series A Junior
Participating Additional Preferred Stock ("Preferred Share")
for $60, once the Rights become exercisable.  This portion of a
Preferred Share will give the stockholder approximately the same
dividend, voting, and liquidation rights as would one share of
common stock.  Prior to exercise, the Right does not give its
holder any dividend, voting, or liquidation rights.

Exercisability.  The Rights will not be exercisable until

 *  10 days after the public announcement that a person or group
has become an "Acquiring Person" by obtaining beneficial
ownership of 20% or more of our outstanding common stock, or,
if earlier,

 *  10 business days (or a later date determined by our Board
before any person or group becomes an Acquiring Person) after
a person or group begins a tender or exchange offer which, if
completed, would result in that person or group becoming an
Acquiring Person.

           We refer to the date when the Rights become exercisable
as the "Distribution Date."  Until that date, the common stock
certificates will also evidence the Rights, and any transfer of
shares of common stock will constitute a transfer of Rights.
After that date, the Rights will separate from the common stock
and be evidenced by book-entry credits or by Rights




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certificates that we will mail to all eligible holders of common
stock.  Any Rights held by an Acquiring Person are void and may not be
exercised.

          Our Board may reduce the threshold at which a person or
group becomes an Acquiring Person from 20% to not less than 10%
of the outstanding common stock.

Consequences of a Person or Group Becoming an Acquiring Person.

 *  Flip In.  If a person or group becomes an Acquiring Person,
all holders of Rights except the Acquiring Person may, for
$60.00, purchase shares of our common stock with a market
value of $120.00, based on the market price of the common
stock prior to such acquisition.

 *  Flip Over.  If our Company is later acquired in a merger or
similar transaction after the Rights Distribution Date, all
holders of Rights except the Acquiring Person may, for $60.00,
purchase shares of the acquiring corporation with a market
value of $120.00 based on the market price of the acquiring
corporation's stock, prior to such merger.

Preferred Share Provisions.

Each one one-hundredth of a Preferred Share, if issued:

 *  will not be redeemable.

 *  will entitle holders to quarterly dividend payments of $.01
per share, or an amount equal to the dividend paid on one
share of common stock, whichever is greater.

 *  will entitle holders upon liquidation either to receive $1 per
share or an amount equal to the payment made on one share of
common stock, whichever is greater.

 *  will have the same voting power as one share of common stock.

 *  if shares of our common stock are exchanged via merger,
consolidation, or a similar transaction, will entitle holders
to a per share payment equal to the payment made on one share
of common stock.

The value of one one-hundredth interest in a Preferred Share
should approximate the value of one share of common stock.

Expiration.  The Rights will expire on November 16, 2010.
Redemption.  Our Board may redeem the Rights for $.01 per Right
at any time before any person or group becomes an Acquiring
Person.  If our Board redeems any Rights, it must redeem all of
the Rights.  Once the Rights are redeemed, the only right of the
holders of Rights will be to receive the redemption price of $.01
per Right.  The redemption price will be adjusted if we have a
stock split or stock dividends of our common stock.

Exchange.  After a person or group becomes an Acquiring Person,
but before an Acquiring Person owns 50% or more of our
outstanding common stock, our Board may extinguish the


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Rights by exchanging one share of common stock or an equivalent security
for each Right, other than Rights held by the Acquiring Person.
Anti-Dilution Provisions.  Our Board may adjust the purchase
price of the Preferred Shares, the number of Preferred Shares
issuable and the number of outstanding Rights to prevent dilution
that may occur from a stock dividend, a stock split, a
reclassification of the Preferred Shares or common stock.  No
adjustments to the Exercise Price of less than 1% will be made.
Amendments.  The terms of the Rights Agreement may be amended by
our Board without the consent of the holders of the Rights.
However, our Board may not amend the Rights Agreement to lower
the threshold at which a person or group becomes an Acquiring
Person to below 10% of our outstanding common stock.  In
addition, the Board may not cause a person or group to become an
Acquiring Person by lowering this threshold below the percentage
interest that such person or group already owns.  After a person
or group becomes an Acquiring Person, our Board may not amend the
agreement in a way that adversely affects holders of the Rights.




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