UNITED NATURAL FOODS, INC. EMPLOYEE STOCK OWNERSHIP PLAN AMENDMENT NO 1

    Initial Claim and Determination. Claims for benefits under the Plan shall be made in writing to the Plan Administrator or its duly authorized delegate. If the Plan Administrator or such delegate wholly or partially denies a claim for benefits, the Plan Administrator or, if applicable, its delegate, shall, within a reasonable period of time, but no later than ninety (90) days after receipt of the claim, notify the claimant in writing or electronically of the adverse benefit determination. Notice of an adverse benefit determination shall be written in a manner calculated to be understood by the claimant and shall contain:

    the specific reason or reasons for the adverse benefit determination,

    a specific reference to the pertinent Plan provisions upon which the adverse benefit determination is based,

    a description of any additional material or information necessary for the claimant to perfect the claim, together with an explanation of why such material or information is necessary, and

    an explanation of the Plan's review procedure and the time limits applicable to such procedure, including a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on appeal.

    Appeal of Initial Determination. Within sixty (60) days after the claimant receives written or electronic notice of an adverse benefit determination, or the date the claim is deemed denied pursuant to paragraph (a) above, or such later time as shall be deemed reasonable in the sole discretion of the Plan Administrator taking into account the nature of the benefit subject to the claim and other attendant circumstances, the claimant may file with the Plan Administrator a written request for review of the adverse benefit determination, including the holding of a hearing, if deemed necessary by the Plan Administrator. In connection with the claimant's appeal of the adverse benefit determination, the claimant may review pertinent documents and may submit issues and comments in writing. The Plan Administrator shall render a decision on the appeal promptly, but not later than sixty (60) days after the receipt of the claimant's request for review, unless special circumstances (such as the need to hold a hearing, if necessary) require an extension of time for processing, in which case the sixty (60) day period may be extended to one hundred and twenty (120) days. The Plan Administrator shall notify the claimant in writing of any such extension, the special circumstances requiring the extension, and the date by which the Plan Administrator expects to render the determination on review. The claimant shall be notified of the Plan Administrator's decision in writing or electronically. In the case of an adverse determination, such notice shall:

    include specific reasons for the adverse determination,

    be written in a manner calculated to be understood by the claimant,

    contain specific references to the pertinent Plan provisions upon which the benefit determination is based,

    contain a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits, and

    contain a statement of the claimant's right to bring an action under Section 502(a) of ERISA.

Limitation Period for Filing Actions and Notice of Error. No action at law or in equity may be brought to recover benefits or otherwise enforce the provisions of the Plan unless the Participant, beneficiary or Alternate Payee (as defined in Section 6.6) has exhausted all remedies under this Section 9.12. Any action brought after exhaustion of such remedies must be brought within ninety (90) days after the Participant, beneficiary or Alternate Payee has received final notice of an adverse benefit determination under Section 9.12(b). In no event may an action involving an error or alleged error in the administration or investment of an account be brought at any time later than one (1) year after the deadline for submission of a Notice of Error (as described in the paragraph below) has elapsed, unless the second sentence of this Section 9.12(c) would permit such action to be brought at a later date.

First, 50 percent of the number of under-released Financed Shares, or 278 ###-###-####, will be allocated to the Accounts of eligible participants, pro rata, based on the ratio of Financed Shares allocated to the Account of each such eligible participant as of July 31, 2002 to the aggregate number of Financed Shares allocated to all eligible participants on that date.

Second, the excess of remaining number of under-released Financed Share, or 278 ###-###-####, over the number of over-released Financed Shares, 123 ###-###-####, will be allocated to the Accounts of eligible

Third, the cash settlement amount will be allocated to the Accounts of eligible participants on the same basis as described in paragraph (b) next above.”

Notwithstanding the preceding provisions of Section 6.1(c) to the contrary, the portion of any distribution that would have otherwise constituted a required minimum distribution for the 2009 calendar year with respect to a Participant or Beneficiary, including a distribution paid after December 31, 2009, to any such individual whose required beginning date is April 1, 2010, shall not be made. This provision shall not be interpreted to restrict the distribution of such amount to the extent the Participant or the Beneficiary would be entitled or required to receive a distribution of a vested Account under other provisions of the Plan.