SECOND AMENDMENT TO
RIGHTS AGREEMENT 



        This
Second Amendment (the “Amendment”), dated as of December 5, 2005, is made
and entered into between Fresh Brands, Inc., a Wisconsin corporation (the
“Company”), and American Stock Transfer & Trust Company, a New York
banking corporation (“AST”), to the Rights Agreement between the Company
and AST (as successor Rights Agent to Firstar Bank, N.A.), dated as of October 12, 2001,
and as amended by the Agreement of Substitution and Amendment of Rights Agreement, dated
as of August 19, 2002 (as so amended, the “Rights Agreement”). 



W I T N E S S E T H 



        WHEREAS,
pursuant to Section 27 of the Rights Agreement, under circumstances set forth therein, (i)
the Company may supplement or amend any provision of the Rights Agreement without the
approval of any holders of certificates representing Common Shares of the Company, and
(ii) upon the delivery of a certificate from an appropriate officer of the Company which
states that the proposed supplement or amendment is in compliance with the terms of
Section 27 of the Rights Agreement, the Rights Agent shall execute such supplement or
amendment; and 



        WHEREAS,
the Company desires to amend the Rights Agreement as set forth herein and to direct AST as
Rights Agent to execute this Amendment. 



        NOW,
THEREFORE, in consideration of the promises and the mutual agreements herein set
forth, the parties hereby agree as follows: 



        Section
1. Direction to Rights Agent. The Company hereby directs AST, in its capacity as
Rights Agent and in accordance with the terms of Section 27 of the Rights Agreement, to
execute this Amendment. 



        Section
2. Certification of Appropriate Officer. The undersigned officer of the Company,
being duly authorized on behalf of the Company, hereby certifies on behalf of the Company
to AST that (a) he is an “appropriate officer” as such term is used in Section
27 of the Rights Agreement, and (b) this Amendment is in compliance with Section 27 of the
Rights Agreement. 



        Section
3. Amendment of Rights Agreement. The Rights Agreement is hereby amended as
follows: 



        (a)                 Section
1 of the Rights Agreement is hereby amended by inserting the following
          subsections at the end of such Section 1:  




	 	        “(m)                 “Merger” shall
have the meaning set forth in the Merger Agreement.  







	 	        (n)                      “Merger
Agreement” shall mean the Agreement and Plan of Merger, dated                as of
December 5, 2005, by and among the Company and Certified Holdings, Inc.                (“Parent”),
a Delaware corporation and an Affiliate of Certified                Grocers Midwest,
Inc., and Pillow Acquisition Corp., a Wisconsin corporation and                a wholly
owned subsidiary of Parent.” 
















        (b)                 Section
1(a) of the Rights Agreement is hereby amended by inserting the           following
sentences at the end of such Section 1(a):  




	 	        “Notwithstanding
anything in this Section 1(a) to the contrary, neither Certified Holdings, Inc. nor any
of its Subsidiaries, Affiliates or Associates, including but not limited to Certified
Grocers Midwest, Inc. (collectively, “Certified”) shall be, or shall be deemed
to be, an Acquiring Person by virtue of or as a result of (A) the execution of the Merger
Agreement or any agreements, arrangements or understandings entered into by Associated
contemplated by the Merger Agreement if such agreements, arrangements or understandings
are in accordance with the terms and conditions of the Merger Agreement; (B) the
announcement of the Merger Agreement or the Merger; (C) the consummation of the Merger;
or (D) the consummation of the other transactions contemplated by the Merger Agreement
upon the terms and conditions of the Merger Agreement. Each event described in subclauses
(A), (B), (C) and (D) is referred to herein as an “Exempted Transaction”.” 







	 	        (c)                 Section
1(c) of the Rights Agreement is hereby amended by inserting the           following
sentence at the end of such Section 1(c):  







	 	        “Notwithstanding
anything in this Section 1(c) to the contrary, (i) Certified shall not be deemed to be a
Beneficial Owner of, or to beneficially own, any securities solely by virtue of or as a
result of any Exempted Transaction.” 







        (d)                 Section
1(k) of the Rights Agreement is hereby amended by inserting the           following
sentence at the end of such Section 1(k):  




	 	        “Notwithstanding
anything in this Section 1(k) to the contrary, a Shares Acquisition Date shall not be
deemed to have occurred by virtue of or as a result of the public announcement of any
Exempted Transaction.” 







        (e)                 Section
3(a) of the Rights Agreement is hereby amended by inserting the           following
sentence at the end of such Section 3(a):  




	 	        “Notwithstanding
anything in this Section 3(a) to the contrary, a Distribution Date shall not be deemed to
have occurred by virtue of or as a result of any Exempted Transaction.” 







        (f)                 Section
7(a) of the Rights Agreement is hereby amended to read in its entirety           as
follows:  




	 	        “(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 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 Common Share as to
which the Rights are                exercised, at or prior to the earliest of (i) the
close of business on November                9, 2011, subject to extension (the “Final
Expiration Date”), (ii)                immediately prior to the effective time of
the Merger as provided in the Merger                Agreement (the “Effective Time”),
but only if such Effective Time                shall occur, (iii) the time at which the
Rights are redeemed as provided in                Section 23 hereof (the “Redemption
Date”), and (iv) the time at which                such Rights are exchanged as
provided in Section 24 hereof.” 








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        (g)                 The
Rights Agreement is hereby amended by adding a new Section 35 to the end of           the
Rights Agreement, which new Section 35 shall read in its entirety as           follows:  




	 	        “Section
35. Termination. Immediately prior to the Effective Time, but only if such Effective Time
shall occur, (a) the Rights Agreement shall be terminated and be without any further
force or effect, (b) none of the parties to the Rights Agreement will have any rights,
obligations or liabilities thereunder and (c) the holders of the Rights shall not be
entitled to any benefits, rights or other interests under the Rights Agreement,
including, without limitation, the right to purchase or otherwise acquire Common Share or
any other securities of the Company. Notwithstanding the foregoing, Section 18 hereof
shall survive the termination of the Rights Agreement. The Company will notify in writing
the Rights Agent of the Effective Time. The Rights Agent will not be deemed to have
knowledge of the Effective Time unless and until it has received such written notice.” 







        Section
4. Effectiveness and Continued Effectiveness. In accordance with the resolutions of
the Company’s Board of Directors adopted on December 5, 2005, the amendments to the
Rights Agreement set forth in Section 3 above are effective as of the time at which such
resolutions were adopted. The parties hereto hereby acknowledge and agree that, except as
specifically supplemented and amended, changed or modified in Section 3 above, the Rights
Agreement, as previously amended to the date hereof, shall be unaffected by this Amendment
and remain in full force and effect in accordance with its terms. 



        Section
5. Execution in Counterparts. This Amendment 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 one and the same instrument. 



        Section
6. Defined Terms. Except as otherwise expressly provided herein, or unless the
context otherwise requires, all terms used but not defined herein shall have the meanings
assigned to them in the Rights Agreement. 



        Section
7. Governing Law. This Amendment shall be deemed to be a contract made under the
laws of the State of Wisconsin 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. 




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



		FRESH BRANDS, INC.
	

 	By:  /s/ Louis E. Stinebaugh
		        Name: Louis E. Stinebaugh
		        Title: President and Chief Operating Officer
	

 	AMERICAN STOCK TRANSFER & TRUST COMPANY
	

 	By:  /s/ Herbert J. Lemmer
		       Name: Herbert J. Lemmer
		        Title: Vice President


























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