S-4

    As filed with the Securities and Exchange Commission on August 2, 2002.
                                                    Registration No. 333-
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               -----------------

                                   FORM S-4
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                               -----------------

                                ROUNDY'S, INC.*
            (Exact name of registrant as specified in its charter)

                               -----------------

                                                       
           Wisconsin                        5411                 39-0854535
(State or other jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
incorporation or organization)     Classification Number)    Identification No.)



                               -----------------

                              23000 Roundy Drive
                           Pewaukee, Wisconsin 53072
                           Telephone: (262) 953-7999
  (Address, including zip code, and telephone number, including area code, of
                   registrants' principal executive offices)

                               -----------------

                                Edward G. Kitz
                    Vice President, Secretary and Treasurer
                              23000 Roundy Drive
                           Pewaukee, Wisconsin 53072
                           Telephone: (262) 953-7999
(Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                               -----------------

                                  Copies to :
               Dennis M. Myers, Esq.       Andrew J. Guzikowski
               Gerald T. Nowak, Esq.   Whyte Hirschboeck Dudek S.C.
                 Kirkland & Ellis       111 East Wisconsin Avenue
               200 E. Randolph Drive            Suite 2100
              Chicago, Illinois 60601   Milwaukee, Wisconsin 53202
             Telephone: (312) 861-2000  Telephone: (414) 273-2100

   * The Co-Registrants listed on the next page are also included in this Form
S-4 Registration Statement as additional Registrants. The Co-Registrants are
the direct and indirect domestic subsidiaries of the Registrant and the
guarantors of the notes to be registered hereby.

   Approximate date of commencement of proposed sale of the securities to the
public: The exchange will occur as soon as practicable after the effective date
of this Registration Statement.

   If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box.  [_]

   If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [_]

   If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [_]

                               -----------------

                        CALCULATION OF REGISTRATION FEE
================================================================================
                                                                                   
                                                                    Proposed       Proposed
                                                       Amount       Maximum        Maximum
                                                       to be     Offering Price   Aggregate       Amount of
Title of Each Class of Securities to be Registered   Registered   Per Unit (1)  Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------
8 7/8% Senior Subordinated Notes due 2012, series B $225,000,000      100%       $225,000,000     $20,700(1)
- ---------------------------------------------------------------------------------------------------------------
Guarantees on Senior Subordinated Notes (2)........ $225,000,000       --             --             (3)
- ---------------------------------------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
(1)Calculated in accordance with Rule 457 under the Securities Act of 1933, as
   amended.
(2)All subsidiary guarantors are wholly owned direct or indirect subsidiaries
   of the Registrant and have each guaranteed the Notes being registered.
(3)Pursuant to Rule 457(n), no separate fee is payable with respect to the
   guarantees being registered hereby

                               -----------------

   The Registrant and the Co-Registrants hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date
until the Co-Registrants shall file a further amendment which specifically
states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
================================================================================





                                      Primary
                                      Standard                        I.R.S.
                                     Industrial                      Employer
          Exact Name of            Classification Jurisdiction of Identification
     Additional Registrants*           Number        Formation         No.
     -----------------------       -------------- --------------- --------------
                                                         
Cardinal Foods, Inc.                    5411         Delaware       31-1193505

Holt Public Storage, Inc.               4225         Wisconsin      39-1625007

Insurance Planners, Inc.                6411         Wisconsin      39-1017345

I.T.A., Inc.                            4213         Wisconsin      39-1598441

Jondex Corp.                            6512         Wisconsin      39-6043038

Kee Trans, Inc.                         4213         Wisconsin      39-1598439

Mega Marts, Inc.                        5411         Wisconsin      39-1584570

Midland Grocery of Michigan, Inc.       5141         Michigan       31-1271538

Pick 'n Save Warehouse Foods, Inc.      5411         Wisconsin      39-1237362

Rindt Enterprises, Inc.                 5411         Wisconsin      39-1266185

Ropak, Inc.                             5411         Wisconsin      39-6043358

Scot Lad Foods, Inc.                    5141         Wisconsin      36-3318402

Scot Lad-Lima, Inc.                     5141           Ohio         34-1755052

Shop-Rite, Inc.                         5411         Wisconsin      39-1134847

Spring Lake Merchandise, Inc.           5122           Ohio         34-1597319

The Copps Corporation                   5411         Wisconsin      39-0763870

The Midland Grocery Company             5141           Ohio         31-4252895

Ultra Mart Foods, Inc.                  5411         Wisconsin      39-6043054

Village Market, LLC                     5411        Indiana LLC     35-2077271

- --------
*  The address for each of the Co-Registrants is c/o Roundy's, Inc., 23000
   Roundy Drive, Pewaukee, Wisconsin 53072, telephone (262) 953-7999.

   The name and address, including zip code, of the agent for service for each
of the Co-Registrants is Edward G. Kitz, Secretary of Roundy's, Inc., 23000
Roundy Drive, Pewaukee, Wisconsin 53072. The telephone number, including area
code, of the agent for service for each of the Co-Registrants is (262) 953-7999.



The information in this prospectus is not complete and may be changed. These
securities may not be sole until the registration statement filed with the SEC
is effective. This prospectus is not an offer to sell nor is it an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted.

                  SUBJECT TO COMPLETION, DATED August 2, 2002

PROSPECTUS
[LOGO] Roundy's
SINCE 1872

                                ROUNDY'S, INC.

                              Exchange Offer for
                                 $225,000,000
               8 7/8% Senior Subordinated Notes due 2012

- --------------------------------------------------------------------------------

                         We are offering to exchange:

up to $225,000,000 of our new 8 7/8% Senior Subordinated Notes due 2012, series
                                       B

                                      for

  a like amount of our outstanding 8 7/8% Senior Subordinated Notes due 2012.

                       Material Terms of Exchange Offer

                                                               
..The terms of the notes to be issued in the exchange offer        .Expires at 5:00 p.m., New York City time, on          ,
 are substantially identical to the outstanding notes, except      2002, unless extended.
 that the transfer restrictions and registration rights relating
 to the outstanding notes will not apply to the exchange          .The exchange of notes will not be a taxable event for
 notes.                                                            U.S. federal income tax purposes.

..There is no existing public market for the outstanding           .Not subject to any condition other than that the exchange
 notes or the exchange notes. We do not intend to list the         offer not violate applicable law or any applicable
 exchange notes on any securities exchange or seek                 interpretation of the Staff of the SEC.
 approval for quotation through any automated trading
 system.                                                          .We will not receive any proceeds from the exchange
                                                                   offer.



   For a discussion of certain factors that you should consider before
participating in this exchange offer, see "Risk Factors" beginning on page 12
of this prospectus.

   Neither the SEC nor any state securities commission has approved the notes
to be distributed in the exchange offer, nor have any of these organizations
determined that this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

                                         , 2002



   We have not authorized anyone to give any information or represent anything
to you other than the information contained in this prospectus. You must not
rely on any unauthorized information or representations.

   Until             , 2002, all dealers that, buy, sell or trade the exchange
notes, whether or not participating in the exchange offer, may be required to
deliver a prospectus. This requirement is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments and subscriptions.

                               -----------------

                                 INDUSTRY DATA

   Unless otherwise indicated, the market data contained in this prospectus
comes from Supermarket News, Progressive Grocer and Metro Market Studies, all
of which are independent third party publications, or from the Service Industry
Research Systems, Inc. Report, a market survey that we commissioned. Although
we believe these sources are generally reliable, we cannot guarantee and have
not independently verified the accuracy and completeness of this information.

                               -----------------

                                  TRADEMARKS
   Roundy's, Pick 'n Save, Copps, Old Time and Buyers' Choice are our
trademarks. Other trademarks used in this prospectus are the property of their
respective owners.

                               -----------------

               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   This prospectus contains "forward-looking statements" within the meaning of
the securities laws. These forward-looking statements are subject to a number
of risks and uncertainties, many of which are beyond our control. All
statements other than statements of historical facts included in this
prospectus, including the statements under the headings "Prospectus Summary"
and "Business" and elsewhere regarding our strategy, future operations,
financial position, estimated revenues, projected costs, projections, plans and
objectives of management, are forward-looking statements. When used in this
prospectus, the words "will," "believe," "anticipate," "intend," "estimate,"
"expect," "project" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
such identifying words. All forward-looking statements speak only as of the
date of this prospectus. Neither we, nor the guarantors of the notes nor the
initial purchasers undertake any obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise. Although we believe that our plans, intentions and
expectations reflected in or suggested by the forward-looking statements we
make in this prospectus are reasonable, we can give no assurance that such
plans or expectations will be achieved.

   You should read carefully the factors described in the "Risk Factors"
section of this prospectus for a description of certain risks that could, among
other things, cause actual results to differ from these forward-looking
statements.



                              PROSPECTUS SUMMARY

   The following summary highlights certain significant aspects of our business
and the exchange offer, but you should read this entire prospectus, including
the financial data and related notes, before making an investment decision. In
this prospectus, unless the context otherwise requires, references to the
"issuer" refer to Roundy's, Inc., exclusive of its subsidiaries, and references
to "Roundy's," "we," "us," "our," "the company" and other similar terms refer
to the combined businesses of the issuer and all of its subsidiaries. Unless
otherwise provided, pro forma financial data contained herein give effect to
the May 2001 acquisition by us of The Copps Corporation, the acquisition of the
company by Roundy's Acquisition Corp. and the related financing transactions.
See "The Transactions." You should carefully consider the information set forth
under the heading "Risk Factors." Our fiscal year is the 52 or 53 week period
ending on the Saturday nearest to December 31 and is identified by the calendar
year ending nearest to such date.

Our Business

   We are the leading food retailer in the State of Wisconsin and the eighth
largest food wholesaler in the United States based on 2001 annual net sales. We
own and operate 60 retail grocery stores, of which 52 are located in Wisconsin
and eight are located elsewhere in the Midwest. We distribute a full line of
food and non-food products from nine wholesale distribution centers in five
Midwestern states and provide value-added services to approximately 800
licensee and independent retail locations in Wisconsin and throughout the
Midwest. For the 12 months ended December 29, 2001, we generated pro forma net
sales and EBITDA of $3.6 billion and $119.8 million, respectively.

   Our Retail Operations.  We operate our 60 company-owned retail grocery
stores primarily under the Pick 'n Save and Copps banners. The majority of our
Pick 'n Save and Copps stores are combination food and drug stores, offering
all of the products and services typically found in a traditional supermarket
as well as a pharmacy, a broad line of health and beauty care products and a
large selection of seasonal merchandise. During fiscal years 1999 to 2001, our
stores (including stores operated while under previous ownership) experienced
annual same store sales growth of 5.8%, 3.4% and 3.5%, respectively. Our retail
stores are among the industry leaders in weekly sales per store, with an
average of $496,000 in 2001, as compared to an industry average of $317,000. We
have developed successful loyalty card programs at both our Pick 'n Save and
Copps stores, with an aggregate of approximately 1.8 million cards issued to
date.

   Pick 'n Save.  In addition to our 35 company-owned stores, we also license
   the Pick 'n Save brand name to independent retailers operating 56 locations
   primarily in Wisconsin. Our Pick 'n Save banner has an estimated 40% market
   share in the metropolitan Milwaukee area and maintains leading market
   positions elsewhere in Wisconsin. Our Pick 'n Save stores are operated as
   high volume, everyday low price ("EDLP") retail grocery stores that seek to
   provide customers with the lowest tape total in their respective market. In
   our markets, this low price strategy is uniquely complemented by a broad
   assortment of high quality perishables and our focus on providing the same
   level of customer service and variety found in traditional supermarkets. For
   example, many of our Pick 'n Save stores have pharmacies, in-store banks and
   full-service deli, meat and bakery departments.

   Copps.  The majority of our Copps stores are operated as combination food
   and drug stores, with the remainder operated as traditional supermarkets. We
   believe that our Copps stores have developed a reputation within their
   markets for providing superior customer service and quality perishables.
   Additionally, our Copps stores operate under a promotion-driven pricing
   strategy through weekly advertising circulars which is complemented by
   Copps' successful loyalty card program.

   Our Wholesale Operations.  From our nine strategically located wholesale
distribution centers located in Wisconsin (3), Indiana (2), Ohio (2), Illinois
(1) and Michigan (1), we supply over 30,000 products to

                                      1



approximately 800 licensee and independent retail locations. Our customer base
includes company-owned stores, licensed Pick 'n Save locations and single and
multi-location independent retailers. We are a full-service distributor with a
broad product line that includes dry grocery, frozen food, fresh produce, meat,
dairy products, bakery goods and non-food products offered under both national
brands and private labels, including our own Roundy's and Old Time labels. Our
nine wholesale distribution centers aggregate approximately 3.9 million square
feet, approximately 80% of which we own. Based upon 2001 annual net sales, we
are the eighth largest food wholesaler in the United States and a leading food
wholesaler in the Midwest. We believe that our annual wholesale net sales
volume provides us with economies of scale and substantial purchasing power. We
are currently planning to close our Muskegon, Michigan wholesale facility and
consolidate the operations of that facility with those of our Westville,
Indiana wholesale facility.

   We are a corporation organized under the laws of the State of Wisconsin. Our
principal executive offices are located at 23000 Roundy Drive, Pewaukee,
Wisconsin 53072, and our telephone number is (262) 953-7999. Our website is
www.roundys.com. The information contained on the website is not part of this
prospectus and is not incorporated in this prospectus by reference.

Our Strengths

   Strong Regional Franchise with a Long History.  We first entered the
wholesale distribution business in 1872, and Copps began its wholesale
operations in 1892. The first Copps retail store was opened in 1946, and the
first Pick 'n Save store was introduced in 1975. Over the course of our
130-year operating history, we believe that we have developed strong ties with
the communities in which we operate, as reflected in a recent survey that found
that Milwaukee metropolitan area shoppers believed that Pick 'n Save maintains
superior community involvement. As a result of our long operating history, our
commitment to high quality service and our strong community ties, we believe
that we have developed strong customer loyalty and brand name recognition
across our Roundy's, Pick 'n Save and Copps banners.

   Leading Market Positions.  We believe we have developed a valuable and
strategically located store base, strong brand name recognition across both of
our major store banners and private labels, customer loyalty and a reputation
as a quality and service leader. A recent independent survey of customer
perceptions indicated that Pick 'n Save stores outperformed their metropolitan
Milwaukee peers with respect to overall variety, level of in-store service,
total value for the money and overall rating as the place to shop for
groceries. The Pick 'n Save banner maintains the number one market position in
Milwaukee with an estimated 40% market share in the metropolitan area, which
has a population of approximately 1.5 million. Additionally, through our Pick
'n Save and Copps banners, we maintain the number one market position in
several other large Wisconsin markets, including Madison, Appleton and Racine.

   Prime Locations with a Modern Store Base.  The majority of our stores are
situated in high traffic areas throughout Milwaukee and other attractive urban
and suburban markets. We believe that this gives us a strong position with
respect to new competitive entrants as our store base would be difficult to
replicate. According to an independent research firm, approximately 59% of
Milwaukee metropolitan area shoppers cited convenient store locations as a
reason for selecting Pick 'n Save as their primary supermarket. In addition, we
believe that maintaining a modern store base is critically important and a key
component of our focus on customer service. Approximately 79% of our stores
have been newly built or remodeled within the past five years. Going forward,
we expect to complete either a major or minor remodeling of each of our stores
every five to seven years to maintain our stores' modern appearance and our
competitive position within our markets.

   Significant Captive Revenue Stream.  We believe that we have established a
significant captive wholesale revenue stream. Approximately 69% of our
wholesale net sales in 2001 was derived from sales to (i) our company-owned
stores; (ii) our licensed Pick 'n Save locations; and (iii) independent
customers under long-term supply contracts. We believe that we have created
strong economic incentives for both our licensed customers

                                      2



and other customers under supply contracts to maintain their relationship with
us and maximize their purchases from us. Our license and supply agreements
typically contain some or all of the following provisions:

  .  license of the Pick 'n Save banner;

  .  sublease of the real property and associated building;

  .  long term (current remaining average life of over five years);

  .  minimum purchase amounts;

  .  the supply of private labels that we control, including the Roundy's and
     Old Time labels;

  .  our right of first refusal to purchase licensed Pick 'n Save locations; and

  .  other value-added services provided by us.

   Long-Standing and Diverse Customer Relationships.  Our 25 largest wholesale
customers, excluding company-owned stores, accounted for approximately 41% of
our wholesale net sales in 2001 and have been conducting business with us for
an average of 22 years. We attribute our long-standing customer relationships
to our high quality distribution system, superior customer service levels,
competitive prices and strong private label program. Additionally, we have a
diverse customer base of approximately 800 retail locations, with our largest
independent licensee or wholesale customer accounting for approximately five
percent of our wholesale operations' net sales in 2001.

   Experienced Management Team with Strong Track Record.  Robert A. Mariano,
our new Chairman, Chief Executive Officer and President, and Darren W. Karst,
our new Executive Vice President and Chief Financial Officer, both have a
significant amount of experience in the grocery business. Messrs. Mariano and
Karst are the former Chief Executive Officer and Chief Financial Officer,
respectively, of Dominick's Supermarkets, Inc. While at Dominick's, Messrs.
Mariano and Karst were successful in implementing numerous operational
initiatives that improved the financial performance of Dominick's. Such
initiatives included a substantial new store development and existing store
renovation program, improved labor productivity, increased private label
penetration and a migration of the sales mix to higher margin perishable
products. Messrs. Mariano and Karst are joining our knowledgeable and
experienced senior management team, which has an average of 16 years of
experience with us and 28 years within the industry. Following the closing of
the Transactions (as defined below), Messrs. Mariano and Karst and other
members of Roundy's senior management will beneficially own approximately
10-12% of our fully diluted common equity.

Our Strategy

   Pursue Operational Enhancements.  We believe we have the opportunity to
enhance revenue growth and improve margins through the implementation of
selected operational enhancements. Specifically, we believe that we can
continue our recent trend of improving profit margins by:

  .  shifting our product mix towards higher margin perishable and specialty
     products;

  .  centralizing purchasing functions to further improve economic terms from
     our supplier base; and

  .  increasing sales derived from our higher margin private labels.

   Additionally, as we pursue our growth strategy for our retail operations,
our consolidated margins are expected to benefit as our sales mix shifts
increasingly to our higher margin retail operations. We also believe there are
opportunities for us to reduce our operating expenses through a continued focus
on labor productivity, as well as the pursuit of further wholesale distribution
network efficiencies.

                                      3



   Expand our Store Base.  We intend to maintain and build upon our market
leadership positions in our primary markets by selectively expanding our store
base in and around our primary market of Wisconsin. We believe we can leverage
our widely recognized Pick 'n Save banner and market leadership positions to
strategically open new stores and fill in our geographic footprint. We believe
that Wisconsin, which has a population of approximately 5.4 million, has
numerous attractive new store opportunities due to population growth and our
desire to expand our presence in selected underserved markets.

   Pursue Strategic Acquisition Opportunities.  We will continue to evaluate
and selectively pursue strategic acquisitions that complement our existing
retail operations in and around our primary market of Wisconsin. During the
past several years, we have focused our acquisition activities on (i) the
consolidation of the Pick 'n Save banner via the acquisition of licensees and
(ii) the purchase of larger chains with strong market positions within our
primary market of Wisconsin. We believe that the acquisition of licensed Pick
'n Save operators are strategically attractive, complementary transactions with
minimal integration risk, as evidenced by our acquisition and successful
integration of 24 licensed Pick 'n Save locations in 2000. Additionally, we
believe that the purchase of other retail operators in and around Wisconsin
would provide us with substantial economic benefits given our familiarity with
the market and by enabling us to leverage additional sales through our existing
wholesale distribution network and infrastructure.

                               The Transactions

   Pursuant to a share exchange agreement dated April 8, 2002 by and among
Roundy's, Inc. and Roundy's Acquisition Corp. or "RAC", we entered into a
series of transactions that resulted in Roundy's becoming a wholly owned
subsidiary of RAC. This transaction was completed on June 6, 2002. RAC is a
corporation formed at the direction of Willis Stein & Partners III, L.P. for
the purpose of acquiring Roundy's. RAC is owned by investment funds controlled
by Willis Stein, certain other associated investors, and Messrs. Mariano and
Karst. For ease of reference, we collectively refer to these investors as the
"equity investors" in this prospectus. The acquisition of Roundy's and related
financing transactions consisted of the following, which we refer to
collectively as the "Transactions":

  .  the purchase by the equity investors of preferred and common stock of RAC
     for approximately $314.5 million in cash;

  .  the borrowing by Roundy's of approximately $250.0 million under a term
     loan;

  .  the rollover of approximately $13.9 million of capital leases;

  .  the offering of $225.0 million in aggregate principal amount of notes
     described in this prospectus; and

  .  the acquisition of all of the issued and outstanding capital stock of
     Roundy's, Inc. by RAC, resulting in Roundy's becoming a wholly owned
     subsidiary of RAC, and the payment of the acquisition consideration in
     connection therewith and the payment of related fees and expenses.

                                      4



                           Sources and Uses of Funds

   The approximate sources and uses of funds for the Transactions were as
follows:



                        Sources of Funds                    Amount (1)
                        ----------------                   -------------
                                                           (in millions)
                                                        
        Senior Credit Facility:
           Revolving credit facility (2)..................    $   --
           Term loan......................................     250.0
        8 7/8% Subordinated Notes due 2012................     225.0
        Rollover of capital leases........................      13.9
        Cash from equity investors........................     314.5

                                                              ------
               Total sources..............................    $803.4
                                                              ======



                          Use of Funds                      Amount (1)
                          ------------                     -------------
                                                           (in millions)
                                                        
        Acquisition consideration (3).....................    $529.5
        Accrued interest and swap settlement costs........       6.5
        Roundy's transaction expenses.....................       8.5
        Other fees and expenses (4).......................      24.0
        Rollover of capital leases........................      13.9
        Repayment of existing debt........................     201.1
        Additional working capital........................      19.9
                                                              ------
               Total uses.................................    $803.4
                                                              ======

- --------
(1)All amounts are as of March 30, 2002. However, these amounts have not
   changed significantly as of June 6, 2002.
(2)The revolving credit facility provides for borrowings of up to $125.0
   million. After giving pro forma effect to the offering, we have
   approximately $115.6 million of borrowing capacity under the revolving
   credit facility after giving effect to borrowings to consummate the
   Transactions and the issuance of approximately $9.4 million of letters of
   credit to replace existing letters of credit under our existing credit
   agreement.
(3)Under the share exchange agreement, the aggregate acquisition consideration
   was equal to $750.0 million minus (1) Roundy's outstanding indebtedness on
   the closing date (Roundy's outstanding indebtedness, plus accrued interest
   and settlement of interest rate hedging contracts, was $221.5 million at
   March 30, 2002) and Roundy's actual transaction expenses of approximately
   $8.5 million, plus (2) the lesser of (A) the tax savings realized by
   Roundy's as a result of payments made on account of existing employee
   incentives in connection with the sale or (B) $9.5 million.
(4)Includes commitment, placement and other financing fees, and legal,
   accounting and other professional fees.

                                  The Sponsor

   Willis Stein & Partners, headquartered in Chicago, is a leading private
equity investment firm specializing in investments in profitable, well-managed
and growing businesses targeting the consumer products and services, media,
telecommunications, business services, manufacturing and health care
industries. The principals of Willis Stein have made investments in more than
40 companies and currently manage approximately $3 billion of equity capital
through their three limited partnership funds. Willis Stein is currently
investing its third fund, a $1.8 billion private equity fund established in
2000.

   Willis Stein's investment strategy is to build long-term value in the
companies it acquires, emphasizing collaboration with highly motivated
management teams to develop and implement operating strategies that will
enhance value. The companies in which it invests typically have strong
franchises with leading market positions.

                               -----------------

                                      5



                         Summary of the Exchange Offer

The Initial Offering of
  Outstanding Notes.........  We sold the outstanding notes on May 23, 2002 to
                              Bear, Stearns & Co. Inc. and CIBC World Markets
                              Corp. We collectively refer to those parties in
                              this prospectus as the "initial purchasers." The
                              initial purchasers subsequently resold the
                              outstanding notes to qualified institutional
                              buyers pursuant to Rule 144A under the Securities
                              Act of 1933, as amended.

Registration Rights Agreement Simultaneously with the initial sale of the
                              outstanding notes, we entered into a registration
                              rights agreement for the exchange offer. In the
                              registration rights agreement, we agreed, among
                              other things, to use our reasonable best efforts
                              to file a registration statement with the SEC
                              within 90 days and to complete this exchange
                              offer within 210 days of issuing the outstanding
                              notes. The exchange offer is intended to satisfy
                              your rights under the registration rights
                              agreement. After the exchange offer is complete,
                              you will no longer be entitled to any exchange or
                              registration rights with respect to your
                              outstanding notes.

The Exchange Offer..........  We are offering to exchange the exchange notes,
                              which have been registered under the Securities
                              Act for your outstanding notes, which were issued
                              on May 23, 2002 in the initial offering. In order
                              to be exchanged, an outstanding note must be
                              properly tendered and accepted. All outstanding
                              notes that are validly tendered and not validly
                              withdrawn will be exchanged. We will issue
                              exchange notes promptly after the expiration of
                              the exchange offer.

Resales.....................  We believe that the exchange notes issued in the
                              exchange offer may be offered for resale, resold
                              and otherwise transferred by you without
                              compliance with the registration and prospectus
                              delivery provisions of the Securities Act
                              provided that:

                             .  the exchange notes are being acquired in the
                                ordinary course of your business;

                             .  you are not participating, do not intend to
                                participate, and have no arrangement or
                                understanding with any person to participate,
                                in the distribution of the exchange notes
                                issued to you in the exchange offer; and

                             .  you are not our affiliate.

                              If any of these conditions are not satisfied and
                              you transfer any exchange notes issued to you in
                              the exchange offer without delivering a
                              prospectus meeting the requirements of the
                              Securities Act or without an exemption from
                              registration of your exchange notes from these
                              requirements you may incur liability under the
                              Securities Act. We will not assume, nor will we
                              indemnify you against, any such liability.

                                      6



                              Each broker-dealer that is issued exchange notes
                              in the exchange offer for its own account in
                              exchange for outstanding notes that were acquired
                              by that broker-dealer as a result of
                              market-marking or other trading activities, must
                              acknowledge that it will deliver a prospectus
                              meeting the requirements of the Securities Act in
                              connection with any resale of the exchange notes.
                              A broker-dealer may use this prospectus for an
                              offer to resell, resale or other retransfer of
                              the exchange notes issued to it in the exchange
                              offer.

Record Date.................  We mailed this prospectus and the related
                              exchange offer documents to registered holders of
                              outstanding notes on            , 2002.

Expiration Date.............  The exchange offer will expire at 5:00 p.m., New
                              York City time,           , 2002, unless we
                              decide to extend the expiration date.

Conditions to the Exchange
  Offer.....................  The exchange offer is not subject to any
                              condition other than that the exchange offer not
                              violate applicable law or any applicable
                              interpretation of the staff of the SEC.

Procedures for Tendering
  Outstanding Notes.........  We issued the outstanding notes as global
                              securities. When the outstanding notes were
                              issued, we deposited the global notes
                              representing the outstanding notes with BNY
                              Midwest Trust Company, as book-entry depositary.
                              BNY Midwest Trust Company issued a
                              certificateless depositary interest in each
                              global note we deposited with it, which
                              represents a 100% interest in the notes, to The
                              Depositary Trust Company, known as DTC.
                              Beneficial interests in the outstanding notes,
                              which are held by direct or indirect participants
                              in DTC through the certificateless depositary
                              interest, are shown on records maintained in
                              book-entry form by DTC.

                              You may tender your outstanding notes through
                              book-entry transfer in accordance with DTC's
                              Automated Tender Offer Program, known as ATOP. To
                              tender your outstanding notes by a means other
                              than book-entry transfer, a letter of transmittal
                              must be completed and signed according to the
                              instructions contained in the letter. The letter
                              of transmittal and any other documents required
                              by the letter of transmittal must be delivered to
                              the exchange agent by mail, facsimile, hand
                              delivery or overnight carrier. In addition, you
                              must deliver the outstanding notes to the
                              exchange agent or comply with the procedures for
                              guaranteed delivery. See "The Exchange
                              Offer--Procedures for Tendering Outstanding
                              Notes" for more information.

                              Do not send letters of transmittal and
                              certificates representing outstanding notes to
                              us. Send these documents only to the exchange
                              agent. See "The Exchange Offer--Exchange Agent"
                              for more information.

                                      7



Special Procedures for
  Beneficial Owners.........  If you are the beneficial owner of book-entry
                              interests and your name does not appear on a
                              security position listing of DTC as the holder of
                              the book-entry interests or if you are a
                              beneficial owner of outstanding notes that are
                              registered in the name of a broker, dealer,
                              commercial bank, trust company or other nominee
                              and you wish to tender the book-entry interest or
                              outstanding notes in the exchange offer, you
                              should contact the person in whose name your
                              book-entry interests or outstanding notes are
                              registered promptly and instruct that person to
                              tender on your behalf.

Withdrawal Rights...........  You may withdraw the tender of your outstanding
                              notes at any time prior to 5:00 p.m., New York
                              City time on           , 2002.

Federal Income Tax
  Considerations............  The exchange of outstanding notes will not be a
                              taxable event for United States federal income
                              tax purposes.

Use of Proceeds.............  We will not receive any proceeds from the
                              issuance of exchange notes pursuant to the
                              exchange offer. We will pay all of our expenses
                              incident to the exchange offer.

Exchange Agent..............  BNY Midwest Trust Company is serving as the
                              exchange agent in connection with the exchange
                              offer.

                    Summary of Terms of the Exchange Notes

   The form and terms of the exchange notes are the same as the form and terms
of the outstanding notes, except that the exchange notes will be registered
under the Securities Act. As a result, the exchange notes will not bear legends
restricting their transfer and will not contain the registration rights and
liquidated damage provisions contained in the outstanding notes. The exchange
notes represent the same debt as the outstanding notes. Both the outstanding
notes and the exchange notes are governed by the same indentures. We use the
term notes in this prospectus to collectively refer to the outstanding notes
and the exchange notes.

Issuer......................  Roundy's, Inc., a Wisconsin corporation.

Securities..................  $225.0 million in principal amount of 8 7/8%
                              Senior Subordinated Notes due 2012, Series B.

Maturity....................  June 15, 2012.

Interest....................  Annual rate: 8 7/8%. Payment frequency: every six
                              months on June 15 and December 15. First payment:
                              December 15, 2002.

Ranking.....................  These notes and the subsidiary guarantees will be
                              unsecured senior subordinated obligations. They
                              will rank behind all of our and our guarantors
                              subsidiaries' current and future indebtedness
                              (other than trade payables), except indebtedness
                              that expressly provides that it is not senior to
                              these notes and the guarantees. See "Description
                              of Senior Credit Facility."

                              Assuming we had completed the Transactions on
                              March 30, 2002:

                             .  Our outstanding indebtedness would have been
                                $263.0 million; and

                                      8



                             .  The guarantors' senior indebtedness would have
                                been $263.9 million, of which $250.0 million
                                would have consisted of guarantees of
                                borrowings under our senior credit facility.

Guarantees..................  The notes will be unconditionally guaranteed,
                              jointly and severally, by all of our domestic
                              restricted subsidiaries. However, not all of our
                              subsidiaries will be guarantors. If we cannot
                              make payments when they are due, the guarantor
                              subsidiaries must make them instead.
Optional Redemption.........  We may, at our option, redeem some or all of the
                              notes at any time after June 15, 2007 at the
                              redemption prices listed in the section
                              "Description of Notes" under the heading
                              "Optional Redemption."

                              Before June 15, 2005, we may redeem up to 35% of
                              the notes with the proceeds of certain sales of
                              our equity at the price listed in the section
                              "Description of Notes" under the heading
                              "Optional Redemption."
Repurchase at the Option of
  Holders...................  If we sell certain assets or experience specific
                              kinds of changes in control, you may require us
                              to repurchase the notes at the prices listed in
                              the section "Description of Notes--Repurchase at
                              the Option of Holders."

Basic Covenants of Indenture  We will issue the notes under an indenture with
                              BNY Midwest Trust Company, which will initially
                              act as trustee on your behalf. The indenture
                              will, among other things, restrict our ability
                              and the ability of our restricted subsidiaries to:

                             .  borrow money;

                             .  pay dividends on stock or purchase stock;

                             .  make other restricted payments and investments;

                             .  incur restrictions on the ability of certain of
                                our subsidiaries to pay dividends or make other
                                payments to us;

                             .  enter into transactions with affiliates; and

                             .  sell certain assets or merge with or into other
                                companies.

                              For more details, see "Description of
                              Notes--Certain Covenants."

   You should refer to the section entitled "Risk Factors" for an explanation
of certain risks of participating in the exchange offer.

                                      9



                      SUMMARY CONSOLIDATED FINANCIAL DATA

   The following table presents summary historical consolidated statements of
earnings, balance sheet and other data and unaudited pro forma condensed
financial statements for the periods presented and should only be read in
conjunction with the "Unaudited Pro Forma Condensed Financial Statements,"
"Selected Historical Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the audited and unaudited
consolidated financial statements of Roundy's and the related notes thereto,
all included elsewhere in this prospectus. The historical financial data for
each of the three years in the period ended December 29, 2001, have been
derived from the historical consolidated financial statements of Roundy's
audited by Deloitte & Touche LLP included elsewhere herein. The historical
financial data as of March 30, 2002 and for the three-month periods ended March
31, 2001 and March 30, 2002, have been derived from the historical unaudited
financial statements of Roundy's included elsewhere herein, which, in the
opinion of management, include all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation. Results of operations
for an interim period are not necessarily indicative of results for a full year.



                                                         Fiscal Year Ended                           Three Months Ended
                                       -----------------------------------------------------  -------------------------------
                                                                                 December 29,                      March 30,
                                       January 1,  December 30,   December 29,       2001     March 31, March 30,     2002
                                          2000         2000           2001       Pro Forma(1)   2001      2002    Pro Forma(1)
                                       ----------  ------------   ------------   ------------ --------- --------- ------------
                                                                       (dollars in thousands)
                                                                                             
Statement of Earnings Data: (2)
Revenues:
  Net sales and service fees (3)...... $2,656,832   $2,930,033     $3,387,761     $3,616,517  $717,740  $880,201    $880,201
  Other-net (4).......................     10,118        7,174          2,057          2,057       477       387         387
                                       ----------   ----------     ----------     ----------  --------  --------    --------
                                        2,666,950    2,937,207      3,389,818      3,618,574   718,217   880,588     880,588
                                       ----------   ----------     ----------     ----------  --------  --------    --------
Costs and Expenses:
   Cost of sales (3)..................  2,390,078    2,540,733      2,856,762      3,031,597   611,106   730,790     730,790
   Operating and administrative.......    234,303      340,413(5)     465,038        519,983    93,235   126,183     129,098
   Interest...........................      6,504       15,463         17,698         33,569     4,269     3,726       8,352
                                       ----------   ----------     ----------     ----------  --------  --------    --------
                                        2,630,885    2,896,609      3,339,498      3,585,149   708,610   860,699     868,240
                                       ----------   ----------     ----------     ----------  --------  --------    --------
Earnings before patronage dividends...     36,065       40,598         50,320         33,425     9,607    19,889      12,348
Patronage dividends...................      6,447        5,035          8,681
                                       ----------   ----------     ----------     ----------  --------  --------    --------
Earnings before income taxes..........     29,618       35,563         41,639         33,425     9,607    19,889      12,348
Provision for income taxes (6)........     12,009       14,458         15,855(7)      10,764     4,131     8,155       5,214
                                       ----------   ----------     ----------     ----------  --------  --------    --------
Net earnings.......................... $   17,609   $   21,105     $   25,784     $   22,661  $  5,476  $ 11,734    $  7,134
                                       ==========   ==========     ==========     ==========  ========  ========    ========
Other Data:
EBITDA (8)............................ $   61,392   $   86,799     $  112,131     $  119,844  $ 22,843  $ 33,813    $ 33,813
Cash provided by (used in):
   Operating activities...............     52,731       81,256         76,281                   (7,476)   20,192
   Investing activities...............    (44,701)    (152,083)      (105,395)                  (2,756)   (3,385)
   Financing activities...............    (11,739)      42,335         34,737                    2,390   (13,609)
Capital expenditures..................     35,869       37,706         32,614         38,061     3,880     3,702       3,702
Number of stores at end of period.....         23           43             61             61        41        60          60
Ratio of earnings to fixed charges (9)        5.0x         3.0x           3.0x           1.8x      2.6x      4.8x        2.2x




                                                                              As of March 30, 2002
                                                                            ------------------------
                                                                             Actual  As Adjusted(10)
                                                                            -------- ---------------
                                                                               
Balance Sheet Data:
Working capital............................................................ $ 22,761   $   88,005
Total assets...............................................................  777,600    1,223,581
Total debt including current maturities of $34,217 and $2,250, respectively  214,995      488,900
Stockholders' equity.......................................................  182,519      314,500
Stockholders' equity including redeemable stock............................  191,763      314,500


                                      10



- --------
(1)Gives effect to the May 2001 acquisition by us of Copps and the
   Transactions, as if they had been effected at the beginning of each period
   presented.
(2)Fiscal 2000 and 2001 include the effects of our acquisitions of 24 Pick 'n
   Save stores in the first quarter of fiscal 2000 and 21 Copps stores and a
   wholesale distribution center in May 2001. As a result, year-to-year data
   may not be comparable due to the effects of these acquisitions.
(3)Amounts for all periods have been restated to reflect the adoption by
   Roundy's, effective December 30, 2001, of Emerging Issues Task Force (EITF)
   Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a
   Customer or a Reseller of the Vendor's Products." The effect of the adoption
   of EITF 01-9 was to classify certain sales promotions offered to retail
   customers as a reduction of sales (versus including them in cost of sales as
   previously recorded), with a corresponding reduction in cost of goods sold.
   As a result, the adoption of this accounting principle had no effect on our
   gross profit.
(4)Includes insurance settlement gains of $5.5 million and $3.3 million in
   fiscal 1999 and 2000, respectively.
(5)Includes a compensation charge of $3.1 million related to a term extension
   of previously granted stock options.
(6)Roundy's has historically operated a portion of its wholesale business on a
   cooperative basis, and has therefore determined its federal income tax
   liabilities under Subchapter T of the Internal Revenue Code, which governs
   the taxation of corporations operating on a cooperative basis. Under
   Subchapter T of the Internal Revenue Code, patronage dividends were deducted
   by Roundy's in determining taxable income, and were generally taxable to our
   former stockholders (including the value of the common stock) for federal
   income tax purposes.
(7)Net of a $2.4 million income tax benefit from resolution of prior year tax
   matters.
(8)EBITDA represents earnings before patronage dividends, interest, taxes,
   depreciation and amortization. EBITDA is presented because we believe it is
   frequently used by securities analysts, investors and other interested
   parties in the evaluation of companies in our industry. However, other
   companies in our industry may calculate EBITDA differently than we do.
   EBITDA is not a measurement of financial performance under generally
   accepted accounting principles and should not be considered as an
   alternative to cash flow from operating activities or as a measure of
   liquidity or an alternative to net income as indicators of our operating
   performance or any other measures of performance derived in accordance with
   generally accepted accounting principles. See the Statements of Consolidated
   Earnings included in our consolidated financial statements included
   elsewhere in this prospectus.
(9)In calculating the ratio of earnings to fixed charges, earnings consist of
   income before income taxes plus fixed charges. Fixed charges consist of
   interest expense (which includes amortization of deferred financing costs)
   and one-third of rental expense, deemed representative of that portion of
   rental expense estimated to be attributable to interest.
(10)Gives effect to the Transactions as if they had been effected on March 30,
    2002.

                                      11



                                 RISK FACTORS

   You should carefully consider the risk factors set forth below as well as
the other information contained in this prospectus before making a decision to
participate in the exchange offer. The risks described below are not the only
risks facing us. Any of the following risks could materially adversely affect
our business, financial condition or results of operations. Additional risks
and uncertainties not currently known to us or that we currently deem to be
immaterial may also materially and adversely affect our business operations. In
such case, you may lose all or part of your original investment.

                   Risks Associated with the Exchange Offer

  Because there is no public market for the notes, you may not be able to
  resell your notes.

   The exchange notes will be registered under the Securities Act, but will
constitute a new issue of securities with no established trading market, and
there can be no assurance as to:

  .  the liquidity of any trading market that may develop;
  .  the ability of holders to sell their exchange notes; or
  .  the price at which the holders would be able to sell their exchange notes.

   If a trading market were to develop, the exchange notes might trade at
higher or lower prices than their principal amount or purchase price, depending
on many factors, including prevailing interest rates, the market for similar
debentures and our financial performance.

   We understand that the initial purchasers currently intend to make a market
in the notes. However, they are not obligated to do so, and any market-making
activity with respect to the notes may be discontinued at any time without
notice. In addition, any market-making activity will be subject to the limits
imposed by the Securities Act and the Securities Exchange Act of 1934, and may
be limited during the exchange offer or the pendency of an applicable shelf
registration statement. There can be no assurance that an active trading market
will exist for the notes or that any trading market that does develop will be
liquid.

   In addition, any outstanding note holder who tenders in the exchange offer
for the purpose of participating in a distribution of the exchange notes may be
deemed to have received restricted securities, and if so, will be required to
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. For a description of
these requirements, see "Exchange Offer; Registration Rights."

If you fail to follow the exchange offer procedures your outstanding notes will
not be accepted for exchange.

   We will not accept your notes for exchange if you do not follow the exchange
offer procedures. We will issue exchange notes as part of this exchange offer
only after a timely receipt of your outstanding notes, a properly completed and
duly executed letter of transmittal and all other required documents.
Therefore, if you want to tender your outstanding notes, please allow
sufficient time to ensure timely delivery. If we do not receive your notes,
letter of transmittal and other required documents by the expiration date of
the exchange offer, we will not accept your notes for exchange. We are under no
duty to give notification of defects or irregularities with respect to the
tenders of outstanding notes for exchange. If there are defects or
irregularities with respect to your tender of notes, we will not accept your
notes for exchange.

If you do not exchange your outstanding notes, your outstanding notes will
continue to be subject to the existing transfer restrictions and you may not be
able to sell your outstanding notes.

   We did not register the outstanding notes, nor do we intend to do so
following the exchange offer. Outstanding notes that are not tendered will
therefore continue to be subject to the existing transfer restrictions and may
be transferred only in limited circumstances under the securities laws. If you
do not exchange your outstanding notes, you will lose your right to have your
outstanding notes registered under the federal securities laws. As a result, if
you hold outstanding notes after the exchange offer, you may not be able to
sell your outstanding notes.

                                      12



                          Risks Relating to the Notes

Our substantial indebtedness could adversely affect our financial health and
prevent us from fulfilling our obligations under these notes.

   As a result of the Transactions, we have a significant amount of
indebtedness. On March 30, 2002, after giving pro forma effect to the
Transactions, we would have had total indebtedness of $488.9 million (of which
$225.0 million would have consisted of the notes and $263.9 million would have
consisted of senior debt). Also after giving pro forma effect to the
Transactions, our ratio of earnings to fixed charges would have been 1.8 to 1
for fiscal 2001 and 2.2 to 1 for the three months ended March 30, 2002.

   Our substantial indebtedness could have important consequences to you. For
example, it could:

  .  make it more difficult for us to satisfy our obligation to pay interest
     and principal with respect to these notes;

  .  increase our vulnerability to general adverse economic and industry
     conditions;

  .  require us to dedicate a substantial portion of our cash flow from
     operations to payments on our indebtedness, thereby reducing the
     availability of our cash flow to fund working capital, capital
     expenditures and other general corporate purposes;

  .  limit our flexibility in planning for, or reacting to, changes in our
     business and the industry in which we operate;

  .  place us at a competitive disadvantage compared to our competitors that
     have less debt; and

  .  limit our ability to borrow additional funds.

In addition, the indenture and our senior credit facility contain financial and
other restrictive covenants that limit our ability to engage in activities that
may be in our long-term best interests. Our failure to comply with those
covenants could result in an event of default which, if not cured or waived,
could result in the acceleration of all of our debts.

Despite current indebtedness levels, we and our subsidiaries may still be able
to incur substantially more debt. This could further exacerbate the risks
associated with our substantial leverage.

   We and our subsidiaries may be able to incur substantial additional
indebtedness in the future. The terms of the indenture do not fully prohibit us
or our subsidiaries from doing so. Our senior credit facility permits
additional borrowings of up to $115.6 million, subject to the covenants
contained therein, and all of those borrowings would rank senior to the notes
and the subsidiary guarantees. If new debt is added to our current debt levels,
the related risks that we now face could intensify. See "Description of Senior
Credit Facility."

To service our indebtedness, we will require a significant amount of cash. Our
ability to generate cash depends on many factors beyond our control.

   Our ability to make payments on and to refinance our indebtedness, including
these notes, and to fund planned capital expenditures will depend on our
ability to generate cash in the future. This, to a certain extent, is subject
to general economic, financial, competitive, legislative, regulatory and other
factors that are beyond our control.

   Based on our current level of operations, we believe our cash flow from
operations, available cash and available borrowings under our senior credit
facility, will be adequate to meet our future liquidity needs for at least the
next 12 months.

   We cannot assure you, however, that our business will generate sufficient
cash flow from operations, or future borrowings will be available to us under
our senior credit facility in an amount sufficient to enable us to pay our
indebtedness, including these notes, or to fund our other liquidity needs. We
may need to refinance all or a portion of our indebtedness, including these
notes on or before maturity. We cannot assure you that we will be able to
refinance any of our indebtedness, including our senior credit facility and
these notes, on commercially reasonable terms or at all.

The indenture for the notes and our senior credit facility will restrict our
ability and the ability of most of our subsidiaries to engage in some business
and financial transactions.

   The indenture for the notes, among other things, restricts our ability and
the ability of our restricted subsidiaries to, among other things:

                                      13



  .  incur additional indebtedness;

  .  pay dividends on, redeem or repurchase capital stock;

  .  in the case of non-guarantor subsidiaries, guarantee indebtedness without
     also guaranteeing the notes;

  .  in the case of restricted subsidiaries, create or permit to exist dividend
     or payment restrictions with respect to us;

  .  make investments;

  .  incur or permit to exist liens;

  .  enter into transactions with affiliates;

  .  merge or consolidate with another company; and

  .  transfer or sell assets.

   Our senior credit facility also contains a number of covenants that:

  .  require us to meet specified financial ratios and financial tests;

  .  limit our capital expenditures;

  .  restrict our ability to declare dividends;

  .  restrict our ability to redeem and repurchase capital stock;

  .  limit our ability to incur additional liens;

  .  limit our ability to engage in sale-leaseback transactions; and

  .  limit our ability to incur additional indebtedness and make investments.

   Our senior credit facility also contains other covenants customary for
credit facilities of this nature. Our ability to borrow under our senior credit
facility depends upon satisfaction of these covenants. Events beyond our
control can affect our ability to meet these covenants.

   Our failure to comply with obligations under the indenture for the notes or
the senior credit facility may result in an event of default under the
indenture or the senior credit facility. A default, if not cured or waived, may
permit acceleration of our indebtedness. We cannot be certain that we will have
funds available to remedy these defaults. If our indebtedness is accelerated,
we cannot be certain that we will have sufficient funds available to pay the
accelerated indebtedness or that we will have the ability to refinance the
accelerated indebtedness on terms favorable to us or at all.

Your right to receive payments on these notes is junior to our existing
indebtedness and possibly all of our future borrowings. Further, the guarantees
of these notes are junior to all of our guarantors' existing indebtedness and
possibly to all their future borrowings.

   These notes and the subsidiary guarantees rank behind all of our and the
subsidiary guarantors' existing indebtedness (other than trade payables) and
all of our and their future borrowings (other than trade payables), except any
future indebtedness that expressly provides that it ranks equal with, or
subordinated in right of payment to, the notes and the guarantees. As a result,
upon any distribution to our creditors or the creditors of the guarantors in a
bankruptcy, liquidation or reorganization or similar proceeding relating to us
or the guarantors or our or their property, the holders of our senior debt and
the guarantors will be entitled to be paid in full in cash before any payment
may be made with respect to these notes or the subsidiary guarantees.

   In addition, all payments on the notes and the guarantees will be blocked in
the event of a payment default on senior debt and may be blocked for up to 179
of 360 consecutive days in the event of certain non-payment defaults on senior
debt.

   In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to us or the guarantors, holders of the notes will
participate with trade creditors and all other holders of our and the
guarantors' subordinated indebtedness in the assets remaining after we and the
subsidiary guarantors have paid all of our senior debt. However, because the
indenture requires that amounts otherwise payable to holders of the notes in a
bankruptcy or similar proceeding be paid to holders of senior debt instead,
holders of the notes may receive less, ratably, than holders of trade payables
in any such proceeding. In any of these cases, we and the subsidiary guarantors
may not have sufficient funds to pay all of our creditors and holders of notes
may receive less, ratably, than the holders of our senior debt.

                                      14



   Assuming we had completed the Transactions on March 30, 2002, these notes
and the subsidiary guarantees would have been subordinated to $263.9 million of
senior debt and approximately $115.6 million would have been available for
borrowing as additional senior debt under our senior credit facility, subject
to the covenants contained therein. Under the terms of the indenture we will be
permitted to incur substantial additional indebtedness, including senior debt,
in the future.

We may not have the ability to raise the funds necessary to finance the change
of control offer required by the indenture.

   Upon the occurrence of certain specific kinds of change of control events,
we will be required to offer to repurchase all outstanding notes at 101% of the
principal amount thereof plus accrued and unpaid interest and liquidated
damages, if any, to the date of repurchase. However, it is possible that we
will not have sufficient funds at the time of the change of control to make the
required repurchase of notes or that restrictions in our senior credit facility
will not allow such repurchases. In addition, certain important corporate
events, such as leveraged recapitalizations that would increase the level of
our indebtedness, would not constitute a "Change of Control" under the
indenture. See "Description of Notes--Repurchase at the Option of Holders."

Federal and state statutes allow courts, under specific circumstances, to void
guarantees and require note holders to return payments received from guarantors.

   Under the federal bankruptcy law and comparable provisions of state
fraudulent transfer laws, a guarantee could be voided, or claims in respect of
a guarantee could be subordinated to all other debts of that guarantor if,
among other things, the guarantor, at the time it incurred the indebtedness
evidenced by its guarantee:

  .  received less than reasonably equivalent value or fair consideration for
     the incurrence of such guarantee; and

  .  was insolvent or rendered insolvent by reason of such incurrence; or

  .  was engaged in a business or transaction for which the guarantor's
     remaining assets constituted unreasonably small capital; or

  .  intended to incur, or believed that it would incur, debts beyond its
     ability to pay such debts as they matured.

   In addition, any payment by that guarantor pursuant to its guarantee could
be voided and required to be returned to the guarantor, or to a fund for the
benefit of the creditors of the guarantor.

   The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether
a fraudulent transfer has occurred. Generally, however, a guarantor would be
considered insolvent if:

  .  the sum of its debts, including contingent liabilities, were greater than
     the fair saleable value of all of its assets; or

  .  the present fair saleable value of its assets were less than the amount
     that would be required to pay its probable liability on its existing
     debts, including contingent liabilities, as they became absolute and
     mature; or

  .  it could not pay its debts as they became due.

   On the basis of historical financial information, recent operating history
and other factors, we believe that each guarantor, after giving effect to its
guarantee of these notes, will not be insolvent, will not have unreasonably
small capital for the business in which it is engaged and will not have
incurred debts beyond its ability to pay such debts as they mature. We cannot
assure you, however, as to what standard a court would apply in making these
determinations or that a court would agree with our conclusions in this regard.


                                      15



                        Risks Relating to our Business

The markets in which we compete are highly competitive.

   The wholesale food distribution and retail grocery industries are highly
competitive and characterized by relatively high inventory turnover at
relatively low profit margins. A significant portion of our sales are made at
prices based on the cost of products we sell plus a percentage markup. As a
result, our profit levels may be negatively impacted if we are forced to
respond to competitive pressure by reducing prices.

   This level of competition has caused our industry to undergo changes as
participants seek to lower costs, further increasing pressure on the industry's
already low profit margins. In addition to price competition, food wholesalers
also compete with regard to quality, breadth and availability of products
offered, strength of private label brands offered, schedules and reliability of
deliveries and the range and quality of services provided. Similarly, in the
retail arena participants also compete with regard to quality and assortment,
store location and format, sales promotions, advertising, availability of
parking, hours of operation and store appeal. As a result of these pressures,
alternative format food stores such as warehouse stores and supercenters,
benefiting from concentrated buying power and low-cost distribution technology,
have increasingly gained market share at the expense of traditional supermarket
operators, including independent operators, many of whom are our customers. The
market share of such alternative format stores is expected to grow in the
future. An additional result of these pressures can be seen in vendors
increasingly directing their efforts to large retail supermarket chains that
are capable of purchasing directly from producers and distributing products to
their supermarkets for sale to consumers. We believe that these changes have
led to reduced margins and lower profitability among many of our customers.

   Food wholesalers also compete based on willingness to invest capital in
their customers. Some of these competitors have, and new competitors may have,
substantially greater financial and other resources than we have. Furthermore,
consolidation in the industry, heightened competition among our suppliers, new
entrants and trends toward vertical integration could create additional
competitive pressures that reduce margins and adversely affect our business,
financial condition and results of operations.

We may be unsuccessful in managing the growth of our business or integrating
acquisitions.

   As part of our long-term strategy, we intend to pursue strategic acquisition
opportunities in the retail grocery store industry primarily in and around our
existing primary market of Wisconsin. In pursuing this acquisition strategy, we
face risks commonly encountered with growth through acquisition. These risks
include, but are not limited to, incurring significantly higher than
anticipated financing related risks and operating expenses, failing to
assimilate the operations and personnel of acquired businesses, failing to
install and integrate all necessary systems and controls, losing customers,
entering markets in which we have no or limited experience, disrupting our
ongoing business and dissipating our management resources. Realization of the
anticipated benefits of a strategic acquisition may take several years or may
not occur at all. Our acquisition strategy will place a significant strain on
our management, operational, financial and other resources. The success of our
acquisition strategy will depend on many factors, including our ability to:

  .  identify suitable acquisition opportunities;

  .  successfully close acquisitions at valuations that will provide
     anticipated returns on invested capital;

  .  quickly and effectively integrate acquired operations in order to realize
     operating synergies;

  .  obtain necessary financing on satisfactory terms; and

  .  make the payments on the substantial indebtedness that we might incur as a
     result of these acquisitions.

   There can be no assurance that we will be able to successfully execute our
acquisition strategy, and any failure to do so could have a material adverse
effect on our business, financial condition and results of operations.

                                      16



Although we are not currently a party to any agreement with respect to any
pending acquisition that we believe is probable and material to our business,
we have engaged in and continue to engage in evaluations and discussions with
respect to potential acquisitions.

We may face credit losses as a result of loans to independent retailers.

   From time to time, we extend secured loans to our licensed Pick 'n Save
wholesale customers and our independent retail customers to assist them in
remodeling and expanding existing retail locations and to develop new retail
outlets. Such loans are generally extended to small businesses in the normal
course of business and are unrated and generally illiquid. Our portfolio of
loans to our licensed Pick 'n Save wholesale customers and our independent
retail customers had an aggregate balance of approximately $21.8 million at
January 1, 2000, approximately $10.5 million at December 30, 2000,
approximately $9.9 million at December 29, 2001 and approximately $9.4 million
at March 30, 2002.

   We also provide from time to time in the normal course of business financial
assistance to our licensed Pick 'n Save wholesale customers and our independent
retail customers by guaranteeing customer loans and leases entered into by them
directly with lessors. As of March 30, 2002, we guaranteed approximately $1.2
million of such loans and leases of our licensed Pick 'n Save wholesale
customers and our independent retail customers. In addition, we lease store
sites and equipment for sublease to qualified licensed Pick 'n Save wholesale
customers and our independent retail customers. During the fiscal years ended
January 1, 2000, December 30, 2000 and December 29, 2001 we received aggregate
rental income of $23.3 million, $23.3 million and, $21.8 million, respectively
from such sublease arrangements and we expect to receive similar amounts going
forward.

   Subject to the provisions of the indenture, we intend to continue, and
possibly increase, the amount of loans, guarantees and subleases to our
licensed Pick 'n Save wholesale customers and our independent retail customers,
and there can be no assurance that credit losses from existing or future loans
or commitments will not have a material adverse effect on our business,
financial condition and results of operations.

The loss of the services of any member of our senior management team could
adversely affect our business.

   We depend on the services of our senior management team. The loss or
interruption of the continued full-time services of certain key personnel
including Robert A. Mariano, our Chairman, President and Chief Executive
Officer, and Darren W. Karst, our Executive Vice President and Chief Financial
Officer, could have a material adverse effect on our business and there can be
no assurance that we will be able to find replacements with equivalent skills
or experience at acceptable salaries.

Strikes, work stoppages and slowdowns could negatively affect our results of
operations.

   We currently participate in 25 union contracts covering employees in our
retail and wholesale operations. These contracts, which expire between April
2002 and June 2005, apply to approximately 36% of our approximately 13,500
employees. We cannot assure you that our relations with the unionized portion
of our workforce will remain positive or that our workforce will not initiate a
strike, work stoppage or slowdown in the future. In the event of such an
action, our business, financial condition and results of operations could be
negatively affected, and we cannot assure you that we would be able to
adequately meet the needs of our customers utilizing our remaining workforce.
In addition, we cannot assure you that we would not have similar actions with
our nonunionized workforce.

We may face increased labor costs.

   Our continued success depends on our ability to attract and retain qualified
personnel in all areas of our business. We compete with other businesses in our
markets with respect to attracting and retaining qualified

                                      17



employees. The labor market is currently tight and we expect the tight labor
market to continue. A shortage of qualified employees may require us to
continue to enhance our wage and benefits package in order to compete
effectively in the hiring and retention of qualified employees or to hire more
expensive temporary employees. No assurance can be given that our labor costs
will not continue to increase, or that such increases can be recovered through
increased prices charged to customers. Any significant failure by us to attract
and retain qualified employees, to control our labor costs or to recover any
increased labor costs through increased prices charged to customers could have
a material adverse effect on our business, financial condition and results of
operations.

Our historical financial information contained in this prospectus may have
limited relevance.

   During all of the periods for which historical financial information is
presented in the prospectus, we operated a portion of our food wholesale
operations on a cooperative basis. However, none of our retail operations were
operated or regulated by the rules governing the cooperative. In connection
therewith, we were required under our by-laws to pay to our former stockholders
a patronage dividend partially out of cash based upon the net earnings from
business conducted by us with such stockholder in any fiscal year. The amount
of such patronage dividend was equal to an amount that would reduce our net
income to such an amount as would result in an increase of eight percent in the
book value of our outstanding stock as of the close of such year. We were
required to pay at least 20% of such patronage dividend in cash, with the
remainder paid in common stock. During the past three fiscal years, our average
cash payout for the patronage dividend was approximately 30%. For federal
income tax purposes, the full amount of the patronage dividend was deducted by
us in determining our taxable income. We have ceased to operate as a
cooperative for the portion of our wholesale operations that was operated as a
cooperative. As a result, the historical financial information related to the
portion of our wholesale operations that was operated as a cooperative included
in this prospectus may not be comparable to what our results of operations,
financial position and cash flows will be in the future.

Our net sales from our customers that were formerly stockholders may decline.

   Our customers that were formerly stockholders accounted for approximately
40%, 27% and 22% of our consolidated net sales in 1999, 2000, and 2001,
respectively. Our by-laws required us to pay patronage dividends to these
former stockholders based upon their wholesale business activities conducted
with us. Because these customers are no longer stockholders and we no longer
operate as a cooperative, we have ceased paying patronage dividends to them. As
a result, subject to contractual requirements, such customers may reduce the
level of their wholesale purchases from us, as compared to historical levels.
If such a decline in purchasing levels occurs, our financial performance may be
materially adversely affected if we are unable to sufficiently increase our net
sales from new or other existing customers.

Because we have few long-term contracts with suppliers and we do not control
the actual production of the products we sell, we may be unable to obtain
adequate supplies of our products.

   We obtain substantially all of our grocery and non-food products from other
suppliers, with whom, for the most part, we do not have long-term contracts.
Although our purchasing volume can provide leverage when dealing with
suppliers, suppliers may not provide the food products and supplies we need in
the quantities requested for a variety of reasons such as job actions or
strikes by their employees and transportation interruptions. Similarly, because
we do not control the actual production of the products we sell, we are also
subject to delays caused by interruptions in production based on conditions
outside of our control including weather, crop conditions and catastrophic
events. Our inability to obtain adequate supplies of our food products as a
result of any of the foregoing factors, or otherwise, could mean that we might
not be able to fulfill our obligations to our customers, and as a result, our
customers may turn to other distributors.

As a result of selling food products, we face the risk of exposure to product
liability claims and adverse publicity.

   The packaging, marketing and distribution of food products purchased from
others entails an inherent risk of product liability, product recall and
resultant adverse publicity. Such products may contain contaminants that

                                      18



may be inadvertently redistributed by us. These contaminants may, in certain
cases, result in illness, injury or death if the contaminants are not
eliminated by processing at the foodservice or consumer level. Even an
inadvertent shipment of adulterated products is a violation of law and may lead
to an increased risk of exposure to product liability claims. There can be no
assurance that such claims will not be asserted against us or that we will not
be obligated to perform such a recall in the future. If a product liability
claim is successful, our insurance may not be adequate to cover all liabilities
we may incur, and we may not be able to continue to maintain such insurance, or
obtain comparable insurance at a reasonable cost, if at all. We generally seek
contractual indemnification and insurance coverage from parties supplying us
products, but this indemnification or insurance coverage is limited by the
creditworthiness of the indemnifying party, and their insurance carriers, if
any, as well as the insured limits of any insurance provided by suppliers. If
we do not have adequate insurance or contractual indemnification available,
product liability claims relating to defective products could have a material
adverse effect on our ability to successfully market our products and on our
business, financial condition and results of operations. In addition, even if a
product liability claim is not successful or is not fully pursued, the negative
publicity surrounding any assertion that our products caused illness or injury
could have a material adverse effect on our reputation with existing and
potential customers and on our business, financial condition and results of
operations.

Government regulation could increase our legal and regulatory expenses.

   Our distribution and retail facilities are subject to various federal, state
and local workplace regulations including, but not limited to, the laws, rules
and regulations pertaining to liquor licensing. Failure to comply with all
applicable laws and regulations could subject us to civil remedies, including
fines, injunctions, recalls, seizures and criminal sanctions, which could have
a material adverse effect on our business, financial condition and results of
operations. However, compliance with current or future laws or regulations
could require us to make material expenditures or otherwise adversely affect
the way we operate our business and our results of operations and financial
condition.

Environmental regulation could increase our legal and regulatory expenses.

   We are subject to increasingly stringent federal, state and local laws,
regulations and ordinances that (i) govern activities or operations that may
have adverse environmental effects, such as discharges to air and water, as
well as handling and disposal practices for solid and hazardous wastes and (ii)
impose liability for the costs of cleaning up, and certain damages resulting
from, sites of past spills, disposals or other releases of hazardous materials.
In particular, under applicable environmental laws, we may be responsible for
remediation of environmental conditions and may be subject to associated
liabilities (including liabilities resulting from lawsuits brought by private
litigants) relating to our facilities and the land on which our facilities are
situated, regardless of whether we lease or own the facilities or land in
question and regardless of whether such environmental conditions were created
by us or by a prior owner or tenant. For example, under applicable
environmental laws we may incur expenses with regard to the operation of fuel
centers at certain locations. Although we typically conduct a limited
environmental review prior to acquiring or leasing new facilities or raw land,
there can be no assurance that known or unknown environmental conditions
relating to prior, existing or future facility sites or our activities or the
activities of our predecessor in interest will not have a material adverse
effect on us. It is difficult to predict future environmental costs as the
costs of environmental compliance vary significantly depending on the extent,
source and location of the contamination, geological and hydrological
conditions, available reimbursement by state agencies, the enforcement policies
of regulatory agencies and other factors.

Our operations are vulnerable to certain national and regional events, trends
and conditions.

   The food industry is sensitive to national and economic conditions. Our
results of operations also are sensitive to, and may be materially adversely
impacted by, among other things, competitive pricing pressures, vendor selling
programs, increasing interest rates and food price deflation. There can be no
assurance that one or

                                      19



more of these factors will not have a material adverse effect on our business,
financial condition or results of operations. See "Business--Competition."
Moreover, as our operations are concentrated in Wisconsin and elsewhere in the
Midwestern region of the United States, increased competition in this region
from other national and regional supermarket chains, warehouse club stores,
discount stores and other local retailers, changes in local consumer
preferences, inclement weather or a general economic downturn in the region
could materially adversely affect our sales, lead to lower earnings or losses
and materially adversely affect our future growth and operations.

Our principal stockholders may have interests in conflict with the interests of
our noteholders.

   Funds associated with Willis Stein (the "Willis Stein Funds") and associated
investors own approximately 88-90% of the common stock of RAC, our parent
company and the sole stockholder of Roundy's. Under the terms of a security
holders agreement, all of the stockholders of RAC agreed to vote in favor of
those individuals designated by the Willis Stein Funds to serve on the board of
directors of RAC and Roundy's, Inc. and the Willis Stein Funds have the right
to appoint a majority of the directors. As a result, the Willis Stein Funds
have the ability to control the policies and operations of Roundy's.
Circumstances may occur in which the interests of the Willis Stein Funds, as
the principal stockholders of our parent, could be in conflict with your
interests as a holder of our notes. In addition, our equity investors may have
an interest in pursuing acquisitions, divestitures and other transactions that,
in their judgment, could enhance their equity investment, even though such
transactions might involve risks to you as a holder of our notes.

We have not obtained Arthur Andersen's consent to be named in this Registration
Statement as having certified the consolidated financial statement of The Copps
Corporation as of and for the year ended January 26, 2001. This may limit your
ability to assert a claim against Arthur Andersen.

   We have not been able to obtain, after reasonable efforts, the written
consent of Arthur Andersen to our naming it in this Registration Statement as
having certified the consolidated financial statements of The Copps Corporation
as of and for the year ended January 26, 2001, as required by Section 7 of the
Securities Act. Accordingly, you will not be able to sue Arthur Andersen
pursuant to Section 11(a)(4) of the Securities Act and therefore your right to
recovery under that section may be limited as a result of the lack of consent.

                                      20



                               THE TRANSACTIONS

   On April 8, 2002, Roundy's, Inc. and RAC entered into a share exchange
agreement pursuant to which, among other things and subject to the terms and
conditions contained therein, RAC would acquire all of the issued and
outstanding capital stock of Roundy's. As a result, Roundy's became a
wholly-owned subsidiary of RAC upon the consummation of the acquisition. RAC is
a corporation formed at the direction of Willis Stein for the purpose of
acquiring Roundy's and owned by the Willis Stein Funds, certain other
associated investors and Messrs. Mariano and Karst. Willis Stein and associated
investors own approximately 88-90% of RAC's common stock on a fully-diluted
basis. The share exchange agreement contained customary provisions including
representations and warranties, covenants with respect to the conduct of the
business and various closing conditions, including the continued accuracy of
representations and warranties and the receipt by RAC of sufficient financing
proceeds.

   The acquisition of Roundy's and the related financing transactions consisted
of the following:

  .  the purchase by the equity investors of preferred and common stock of RAC
     for approximately $314.5 million in cash;

  .  the borrowing by Roundy's of approximately $250.0 million under a term
     loan;

  .  the rollover of approximately $13.9 million of capital leases; and

  .  the offering of $225.0 million in aggregate principal amount of notes.

   The shareholders of Roundy's approved the acquisition on May 21, 2002, and
the acquisition and related financing transactions were consummated on June 6,
2002.

   Historically, a significant portion of Roundy's common stock was
beneficially owned by the owners of 99 retail grocery stores serviced by
Roundy's. These former stockholders received patronage dividends from us based
on the level of their purchases in an amount that reduced our net income to
such amount as would result in an eight percent increase in the book value of
Roundy's outstanding stock as of the close of such year (calculated after the
payment of patronage dividends). The patronage dividend was payable at least
20% in cash and the remainder in common stock, with an average of approximately
30% paid in cash over the past three years. Such patronage dividends are no
longer payable. See "Risk Factors--Our historical financial information
contained in this prospectus may have limited relevance" and "Unaudited Pro
Forma Financial Statements."

   We historically operated a portion of our food wholesale business on a
cooperative basis, and therefore determined its federal income tax liabilities
under Subchapter T of the Internal Revenue Code, which governs the taxation of
corporations operating on a cooperative basis. Under Subchapter T of the
Internal Revenue Code, patronage dividends were deducted by us in determining
taxable income, and were generally taxable to our former stockholders
(including the value of the common stock distributed as a patronage dividend)
for federal income tax purposes. We have, however, ceased operating as a
cooperate that portion of our wholesale business that was historically opeated
as a cooperative and currently determine our income tax liabilities under
Subchapter C of the Internal Revenue Code.

   For more information on the various agreements that we entered into in
connection with the Transactions, see "Risk Factors" and "Certain Relationships
and Related Transactions."

                                      21



                                USE OF PROCEEDS

   This exchange offer is intended to satisfy certain of our obligations under
the registration rights agreement. We will not receive any cash proceeds from
the issuance of the exchange notes. In consideration for issuing the exchange
notes contemplated in this prospectus, we will receive outstanding notes in
like principal amount, the form and terms of which are the same as the form and
terms of the exchange notes, except as otherwise described in this prospectus.

   We used the gross proceeds from the issuance of the notes of approximately
$225.0 million, together with the other financing transactions described
herein, to consummate the acquisition and pay related fees and expenses.

   The following table summarizes the approximate sources and uses of funds for
the Transactions.



                         Sources of Funds           Amount (1)
                         ----------------          ------------
                                                     (dollars
                                                   in millions)
                                                
                Senior Credit Facility:
                   Revolving credit facility (2)..    $   --
                   Term loan......................     250.0
                8 7/8% Subordinated Notes due 2012     225.0
                Rollover of capital leases........      13.9
                Cash equity from equity investors.     314.5

                                                      ------
                       Total sources..............    $803.4
                                                      ======



                          Uses of Funds              Amount (1)
                          -------------             ------------
                                                      (dollars
                                                    in millions)
                                                 
               Acquisition consideration (3).......    $529.5
               Accrued interest and swap settlement
                 costs.............................       6.5
               Roundy's transaction expenses.......       8.5
               Other fees and expenses (4).........      24.0
               Rollover of capital leases..........      13.9
               Repayment of existing debt..........     201.1
               Additional working capital..........      19.9
                                                       ------
                      Total uses...................    $803.4
                                                       ======

- --------
(1)All amounts are as of March 30, 2002. However, these amounts have not
   changed as of June 6, 2002.
(2)The revolving credit facility provides for borrowings of up to $125.0
   million. After giving pro forma effect to the offering, we have
   approximately $115.6 million of borrowing capacity under the revolving
   credit facility after giving effect to borrowings to consummate the
   Transactions and the issuance of approximately $9.4 million of letters of
   credit to replace existing letters of credit under our existing credit
   agreement.
(3)Under the share exchange agreement the aggregate acquisition consideration
   was equal to $750.0 million minus (1) Roundy's outstanding indebtedness on
   the closing date (Roundy's outstanding indebtedness, plus accrued interest
   and settlement of interest rate hedging contracts, was $221.5 million at
   March 30, 2002) and Roundy's actual transaction expenses of approximately at
   $8.5 million, plus (2) the lesser of (A) the tax savings realized by
   Roundy's as a result of payments made on account of existing employee
   incentives in connection with the sale and (B) $9.5 million.
(4)Includes commitment, placement, and other financing fees, and legal,
   accounting and other professional fees.

                                      22



                      EXCHANGE OFFER; REGISTRATION RIGHTS

   The issuer, the guarantors and the initial purchasers entered into a
registration rights agreement in connection with the original issuance of the
notes. The registration rights agreement provides that we will take the
following actions at our expense, for the benefit of the holders of the notes.

  .  Within 90 days after the date on which the outstanding notes were issued,
     we will file the exchange offer registration statement, of which this
     prospectus is a part, relating to the exchange offer. The exchange notes
     will have terms substantially identical in all material respects to the
     outstanding notes except that the exchange notes will not contain transfer
     restrictions.

  .  We will cause the exchange offer registration statement to be declared
     effective under the Securities Act within 180 days after the date on which
     the outstanding notes were issued.

  .  We will keep the exchange offer open for least 30 business days, or longer
     if required by applicable law, after the date notice of the exchange offer
     is mailed to the holders.

   For each of the outstanding notes surrendered in the exchange offer, the
holder who surrendered the note will receive an exchange note having a
principal amount equal to that of the surrendered note. Interest on each
exchange note will accrue from the later of (1) the last interest payment date
on which interest was paid on the outstanding note surrendered, (2) if no
interest has been paid on the outstanding note, from the date on which the
outstanding note was issued. If the note is surrendered for exchange on a date
in a period that includes the record date for an interest payment date to occur
on or after the date of the exchange will accrue from that interest payment
date.

   Under existing interpretations of the SEC contained in several no-action
letters to third parties, after the exchange offer the exchange notes will be
freely transferable by holders of the notes, other than our affiliates, without
further registration under the Securities Act. However, each holder that wishes
to exchange its outstanding notes for exchange notes will be required to make
the following representations.

  .  Any exchange notes to be received by the holder will be acquired in the
     ordinary course of business.

  .  At the time of the commencement of the exchange offer, the holder has no
     arrangement or understanding with any person to participate in the
     distribution, within the meaning of Securities Act, of the exchange notes
     in violation of the Securities Act.

  .  The holder is not our affiliate as defined in Rule 405 promulgated under
     Securities Act.

  .  If the holder is not a broker-dealer, it is not engaged in, and does not
     intend to engage in, the distribution of exchange notes.

  .  If the holder is a broker-dealer that will receive exchange notes for its
     own account in exchange for outstanding notes that were acquired as a
     result of market-making or other trading activities, the holder will
     deliver a prospectus in connection with any resale of the exchange notes.
     We refer to these broker-dealers as a participating broker-dealers.

  .  The holder is not acting on behalf of any person or entity that could not
     truthfully make these representations.

   We will agree to make available, during the period required by the
Securities Act, a prospectus meeting the requirements of the Securities Act for
use by participating broker-dealers and any other persons with similar
prospectus delivery requirements for use in connection with any resale of
exchange notes.

   We will be required to file a shelf registration statement covering resales
of the outstanding notes if:

      (1) because of any change in law or in currently prevailing
   interpretations of the staff of the SEC, we are not permitted to effect an
   exchange offer,

                                      23



      (2) the exchange offer is not consummated within 210 days of the date on
   which the outstanding notes were issued,

      (3) in some circumstances, the holders of unregistered exchange notes so
   request, or

      (4) in the case of any holder that participates in the exchange offer,
   the holder does not receive exchange notes on the date of the exchange that
   may be sold without restriction under state and federal securities laws.

   In addition, we have agreed to use our best efforts to keep effective the
shelf registration statement until the earlier of two years after the date on
which the outstanding notes were issued or the time when all of the applicable
notes have been sold under the shelf registration statement.

   We will, in the event that a shelf registration statement is filed, provide
to each holder copies of the prospectus that is a part of the shelf
registration statement, notify each holder when the shelf registration
statement for the outstanding notes has become effective and take other actions
as are required to permit unrestricted resales of the outstanding notes. A
holder that sells outstanding notes that were registered on the shelf
registration statement:

  .  will be required to be named as a selling security holder in the related
     prospectus and to deliver a prospectus to purchasers,

  .  will be subject to applicable civil liability provisions under Securities
     Act in connection with the sales, and

  .  will be bound by the provisions of the registration rights agreement that
     are applicable to the holder, including indemnification rights and
     obligations.

   If we fail to comply with any of the above provisions or if the exchange
offer registration statement or the shelf registration statement fails to
become effective, then, as liquidated damages, additional interest will become
payable in respect to the outstanding notes as calculated below.

      (1) If

          (A) neither the exchange offer registration statement nor a shelf
       registration statement is filed with the SEC on or prior to 90 days
       after the date on which the outstanding notes were issued or

          (B) notwithstanding that we have consummated or will consummate an
       exchange offer, we are required to file a shelf registration statement
       and the shelf registration statement is not filed on or prior to the
       date required by the registration rights agreement,

   then commencing on the day after the required filing date, additional
   interest shall accrue on the principal amount of the notes. Additional
   interest will accrue at a rate of 0.5% per annum for the first 90 days
   immediately following the required filing date, and the additional interest
   rate will increase by an additional 0.5% per annum at the beginning of each
   subsequent 90-day period.

      (2) If

          (A) neither the exchange offer registration statement nor a shelf
       registration statement is declared effective by the 180th day after the
       date on which the outstanding notes were issued or, with respect to any
       shelf registration statement, the later of the 90th day after the date
       the shelf registration was filed or the 180th day after the date on
       which outstanding notes were issued, or

          (B) notwithstanding that we have consummated or will consummate an
       exchange offer, we are required to file a shelf registration statement
       and the shelf registration statement is not declared effective by the
       SEC on or prior to the relevant effectiveness date,

   then, commencing on the day after either the required effectiveness date,
   additional interest will accrue on the principal amount of the notes.
   Additional interest will accrue at a rate of 0.5% per annum for the first 90

                                      24



   days immediately following the required effectiveness date, and the
   additional interest rate will increase by an additional 0.5% per annum at
   the beginning of each subsequent 90-day period.

      (3) If

          (A) the issuers have not exchanged exchange notes for all securities
       validly tendered in the exchange offer on or prior to the 30th business
       day after the effective date of the exchange offer registration
       statement,

          (B) if applicable, a shelf registration statement has been declared
       effective and the shelf registration statement ceases to be effective at
       any time during the effectiveness period, or

          (C) we effect a suspension period in accordance with the terms of the
       registration rights agreement,

   then in each case, the issuer and the guarantors jointly and severally agree
   to pay to each holder of notes liquidated damages. Liquidated damages will
   accrue in an amount equal to $.05 per week per $1,000 of notes for the first
   90 days commencing on

  .  31st business day after the effective date, in the case of (A) above,

  .  the day the shelf registration statement ceases to be effective in the
     case of (B) above or

  .  the day the suspension period commences in the case of (C) above.

   The amount of liquidated damages will increase by an additional $.05 per
week per $1,000 of notes at the beginning of each subsequent 90-day period.

   Liquidated damages on the notes may not increase under more than one of
clauses (1) through (3) above at any one time and at no time can the aggregate
amount of liquidated damages accruing exceed in the aggregate $.50 per week per
$1,000 of notes. In addition, upon

  .  the filing of the exchange offer registration statement or a shelf
     registration statement in the case of clause (1) above,

  .  the effectiveness of the exchange offer registration statement or a shelf
     registration statement in the case of clause (2) above, or

  .  the exchange of the applicable exchange notes for all notes tendered, in
     the case of clause (3)(A) above,

  .  the effectiveness of the applicable shelf registration statement which had
     ceased to remain effective, in the case of clause (3)(B) above, or

  .  the termination of the suspension period, in the case of clause (3)(C)
     above,

liquidated damages on the notes shall cease to accrue. Any amounts of
liquidated damages due as a result of the circumstances described in clause
(1), (2) or (3) above will be payable in cash on the same original interest
payment dates as the notes.

   Following the consummation of the exchange offer, holders of the outstanding
notes who were eligible to participate in the exchange offer but who did not
tender their outstanding notes will not have any further registration rights
and the outstanding notes will continue to be subject to certain restrictions
on transfer. Accordingly, the liquidity of the market for the outstanding notes
could be adversely affected.

Terms of the Exchange Offer

   Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, we will accept any and all outstanding notes
validly tendered and not withdrawn prior to 5:00 p.m., New York City

                                      25



time, on the expiration date of the exchange offer. We will issue $1,000
principal amount of exchange notes in exchange for each $1,000 principal amount
of outstanding notes accepted in the exchange offer. Any holder may tender some
or all of its outstanding notes pursuant to the exchange offer. However,
outstanding notes may be tendered only in integral multiples of $1,000.

   The form and terms of the exchange notes are the same as the form and terms
of the outstanding notes except that:

      (1) the exchange notes bear a Series B designation and a different CUSIP
   Number from the outstanding notes;

      (2) the exchange notes have been registered under the Securities Act and
   hence will not bear legends restricting the transfer thereof; and

      (3) the holders of the exchange notes will not be entitled to certain
   rights under the registration rights agreement, including the provisions
   providing for an increase in the interest rate on the outstanding notes in
   certain circumstances relating to the timing of the exchange offer, all of
   which rights will terminate when the exchange offer is terminated.

The exchange notes will evidence the same debt as the outstanding notes and
will be entitled to the benefits of the indenture.

   As of the date of this prospectus, $225,000,000 aggregate principal amount
of the outstanding notes were outstanding. We have fixed the close of business
on      , 2002 as the record date for the exchange offer for purposes of
determining the persons to whom this prospectus and the letter of transmittal
will be mailed initially.

   Holders of outstanding notes do not have any appraisal or dissenters' rights
under the Wisconsin Business Corporation Law, or the indenture relating to the
notes in connection with the exchange offer. We intend to conduct the exchange
offer in accordance with the applicable requirements of the Exchange Act and
the rules and regulations of the SEC thereunder.

   We will be deemed to have accepted validly tendered outstanding notes when,
as and if we have given oral or written notice thereof to the exchange agent.
The exchange agent will act as agent for the tendering holders for the purpose
of receiving the exchange notes from us.

   If any tendered outstanding notes are not accepted for exchange because of
an invalid tender, the occurrence of specified other events set forth in this
prospectus or otherwise, the certificates for any unaccepted outstanding notes
will be returned, without expense, to the tendering holder thereof as promptly
as practicable after the expiration date of the exchange offer.

   Holders who tender outstanding notes in the exchange offer will not be
required to pay brokerage commissions or fees or, subject to the instructions
in the letter of transmittal, transfer taxes with respect to the exchange of
outstanding notes pursuant to the exchange offer. We will pay all charges and
expenses, other than transfer taxes in certain circumstances, in connection
with the exchange offer. See "--Fees and Expenses."

Expiration Date; Extensions; Amendments

   The term "expiration date" will mean 5:00 p.m., New York City time, on
      , 2002, unless we, in our sole discretion, extend the exchange offer, in
which case the term "expiration date" will mean the latest date and time to
which the exchange offer is extended.

   In order to extend the exchange offer, we will notify the exchange agent of
any extension by oral or written notice and will mail to the registered holders
an announcement thereof, each prior to 9:00 a.m., New York City time, on the
next business day after the previously scheduled expiration date.

                                      26



   We reserve the right, in our sole discretion, (1) to delay accepting any
outstanding notes, to extend the exchange offer or to terminate the exchange
offer if any of the conditions set forth below under "--Conditions" have not
been satisfied, by giving oral or written notice of any delay, extension or
termination to the exchange agent or (2) to amend the terms of the exchange
offer in any manner. Any delay in acceptance, extension, termination or
amendment will be followed as promptly as practicable by oral or written notice
thereof to the registered holders.

Interest on the Exchange Notes

   The exchange notes will bear interest from their date of issuance. Holders
of outstanding notes that are accepted for exchange will receive, in cash,
accrued interest thereon to, but not including, the date of issuance of the
exchange notes. Such interest will be paid with the first interest payment on
the exchange notes on December 15, 2002. Interest on the outstanding notes
accepted for exchange will cease to accrue upon issuance of the exchange notes.

   Interest on the exchange notes is payable semi-annually on each June 15 and
December 15, commencing on December 15, 2002.

Procedures for Tendering

   Only a holder of outstanding notes may tender outstanding notes in the
exchange offer. To tender in the exchange offer, a holder must complete, sign
and date the letter of transmittal, or a facsimile thereof, have the signatures
thereon guaranteed if required by the letter of transmittal or transmit an
agent's message in connection with a book-entry transfer, and mail or otherwise
deliver the letter of transmittal or the facsimile, together with the
outstanding notes and any other required documents, to the exchange agent prior
to 5:00 p.m., New York City time, on the expiration date. To be tendered
effectively, the outstanding notes, letter of transmittal or an agent's message
and other required documents must be completed and received by the exchange
agent at the address set forth below under "Exchange Agent" prior to 5:00 p.m.,
New York City time, on the expiration date. Delivery of the outstanding notes
may be made by book-entry transfer in accordance with the procedures described
below. Confirmation of the book-entry transfer must be received by the exchange
agent prior to the expiration date.

   The term "agent's message" means a message, transmitted by a book-entry
transfer facility to, and received by, the exchange agent forming a part of a
confirmation of a book-entry, which states that the book-entry transfer
facility has received an express acknowledgement from the participant in the
book-entry transfer facility tendering the outstanding notes that the
participant has received and agrees: (1) to participate in ATOP; (2) to be
bound by the terms of the letter of transmittal; and (3) that we may enforce
the agreement against the participant.

   By executing the letter of transmittal, each holder will make to us the
representations set forth above in the third paragraph under the heading
"--Purpose and Effect of the Exchange Offer."

   The tender by a holder and our acceptance thereof will constitute agreement
between the holder and us in accordance with the terms and subject to the
conditions set forth in this prospectus and in the letter of transmittal or
agent's message.

   The method of delivery of outstanding notes and the letter of transmittal or
agent's message and all other required documents to the exchange agent is at
the election and sole risk of the holder. As an alternative to delivery by
mail, holders may wish to consider overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure delivery to the exchange
agent before the expiration date. No letter of transmittal or old notes should
be sent to us. Holders may request their respective brokers, dealers,
commercial banks, trust companies or nominees to effect the above transactions
for them.

   Any beneficial owner whose outstanding notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact the registered holder promptly

                                      27



and instruct the registered holder to tender on the beneficial owner's behalf.
See "Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant from Beneficial Owner" included with the letter of transmittal.

   Signatures on a letter of transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by a member of the Medallion System unless the
outstanding notes tendered pursuant to the letter of transmittal are tendered
(1) by a registered holder who has not completed the box entitled "Special
Registration Instructions" or "Special Delivery Instructions" on the letter of
transmittal or (2) for the account of a member firm of the Medallion System. In
the event that signatures on a letter of transmittal or a notice of withdrawal,
as the case may be, are required to be guaranteed, the guarantee must be by a
member firm of the Medallion System.

   If the letter of transmittal is signed by a person other than the registered
holder of any outstanding notes listed in this prospectus, the outstanding
notes must be endorsed or accompanied by a properly completed bond power,
signed by the registered holder as the registered holder's name appears on the
outstanding notes with the signature thereon guaranteed by a member firm of the
Medallion System.

   If the letter of transmittal or any outstanding notes or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
offices of corporations or others acting in a fiduciary or representative
capacity, the person signing should so indicate when signing, and evidence
satisfactory to us of its authority to so act must be submitted with the letter
of transmittal.

   We understand that the exchange agent will make a request promptly after the
date of this prospectus to establish accounts with respect to the outstanding
notes at DTC for the purpose of facilitating the exchange offer, and subject to
the establishment thereof, any financial institution that is a participant in
DTC's system may make book-entry delivery of outstanding notes by causing DTC
to transfer the outstanding notes into the exchange agent's account with
respect to the outstanding notes in accordance with DTC's procedures for the
transfer. Although delivery of the outstanding notes may be effected through
book-entry transfer into the exchange agent's account at DTC, unless an agent's
message is received by the exchange agent in compliance with ATOP, an
appropriate letter of transmittal properly completed and duly executed with any
required signature guarantee and all other required documents must in each case
be transmitted to and received or confirmed by the exchange agent at its
address set forth below on or prior to the expiration date, or, if the
guaranteed delivery procedures described below are complied with, within the
time period provided under the procedures. Delivery of documents to DTC does
not constitute delivery to the exchange agent.

   All questions as to the validity, form, eligibility, including time of
receipt, acceptance of tendered outstanding notes and withdrawal of tendered
outstanding notes will be determined by us in our sole discretion, which
determination will be final and binding. We reserve the absolute right to
reject any and all outstanding notes not properly tendered or any outstanding
notes our acceptance of which would, in the opinion of our counsel, be
unlawful. We also reserve the right in our sole discretion to waive any
defects, irregularities or conditions of tender as to particular outstanding
notes. Our interpretation of the terms and conditions of the exchange offer,
including the instructions in the letter of transmittal, will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of outstanding notes must be cured within the time we
determine. Although we intend to notify holders of defects or irregularities
with respect to tenders of outstanding notes, neither we, the exchange agent
nor any other person will incur any liability for failure to give the
notification. Tenders of outstanding notes will not be deemed to have been made
until the defects or irregularities have been cured or waived. Any outstanding
notes received by the exchange agent that are not properly tendered and as to
which the defects or irregularities have not been cured or waived will be
returned by the exchange agent to the tendering holders, unless otherwise
provided in the letter of transmittal, as soon as practicable following the
expiration date.

Guaranteed Delivery Procedures

   Holders who wish to tender their outstanding notes and (1) whose outstanding
notes are not immediately available, (2) who cannot deliver their outstanding
notes, the letter of transmittal or any other required documents

                                      28



to the exchange agent or (3) who cannot complete the procedures for book-entry
transfer, prior to the expiration date, may effect a tender if:

      (A) the tender is made through a member firm of the Medallion System;

      (B) prior to the expiration date, the exchange agent receives from a
   member firm of the Medallion System a properly completed and duly executed
   Notice of Guaranteed Delivery by facsimile transmission, mail or hand
   delivery setting forth the name and address of the holder, the certificate
   number(s) of the outstanding notes and the principal amount of outstanding
   notes tendered, stating that the tender is being made thereby and
   guaranteeing that, within three New York Stock Exchange trading days after
   the expiration date, the letter of transmittal or facsimile thereof together
   with the certificate(s) representing the outstanding notes or a confirmation
   of book-entry transfer of the outstanding notes into the exchange agent's
   account at DTC, and any other documents required by the letter of
   transmittal will be deposited by the member firm of the Medallion System
   with the exchange agent; and

      (C) the properly completed and executed letter of transmittal of
   facsimile thereof, as well as the certificate(s) representing all tendered
   outstanding notes in proper form for transfer or a confirmation of
   book-entry transfer of the outstanding notes into the exchange agent's
   account at DTC, and all other documents required by the letter of
   transmittal are received by the exchange agent within five New York Stock
   Exchange trading days after the expiration date.

   Upon request to the exchange agent, a Notice of Guaranteed Delivery will be
sent to holders who wish to tender their outstanding notes according to the
guaranteed delivery procedures set forth above.

Withdrawal of Tenders

   Except as otherwise provided in this prospectus, tenders of outstanding
notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on
the expiration date.

   To withdraw a tender of outstanding notes in the exchange offer, a telegram,
telex, letter or facsimile transmission notice of withdrawal must be received
by the exchange agent at its address set forth in this prospectus prior to 5:00
p.m., New York City time, on the expiration date of the exchange offer. Any
notice of withdrawal must:

      (1) specify the name of the person having deposited the outstanding notes
   to be withdrawn;

      (2) identify the outstanding notes to be withdrawn, including the
   certificate number(s) and principal amount of the outstanding notes, or, in
   the case of outstanding notes transferred by book-entry transfer, the name
   and number of the account at DTC to be credited;

      (3) be signed by the holder in the same manner as the original signature
   on the letter of transmittal by which the outstanding notes were tendered,
   including any required signature guarantees, or be accompanied by documents
   of transfer sufficient to have the trustee with respect to the outstanding
   notes register the transfer of the outstanding notes into the name of the
   person withdrawing the tender; and

      (4) specify the name in which any outstanding notes are to be registered,
   if different from that of the person depositing the outstanding notes to be
   withdrawn.

   All questions as to the validity, form and eligibility, including time of
receipt, of the notices will be determined by us, which determination will be
final and binding on all parties. Any outstanding notes so withdrawn will be
deemed not to have been validly tendered for purposes of the exchange offer and
no exchange notes will be issued with respect thereto unless the outstanding
notes so withdrawn are validly retendered. Any outstanding notes which have
been tendered but which are not accepted for exchange will be returned to the
holder thereof without cost to the holder as soon as practicable after
withdrawal, rejection of tender or termination of the exchange offer. Properly
withdrawn outstanding notes may be retendered by following one of the
procedures described above under "--Procedures for Tendering" at any time prior
to the expiration date.

                                      29



Conditions

   Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or exchange notes for, any outstanding notes,
and may terminate or amend the exchange offer as provided in this prospectus
before the acceptance of the outstanding notes, if:

      (1) any action or proceeding is instituted or threatened in any court or
   by or before any governmental agency with respect to the exchange offer
   which, in our sole judgment, might materially impair our ability to proceed
   with the exchange offer or any material adverse development has occurred in
   any existing action or proceeding with respect to us or any of our
   subsidiaries; or

      (2) any law, statute, rule, regulation or interpretation by the Staff of
   the SEC is proposed, adopted or enacted, which, in our sole judgment, might
   materially impair our ability to proceed with the exchange offer or
   materially impair the contemplated benefits of the exchange offer to us; or

      (3) any governmental approval has not been obtained, which approval we
   will, in our sole discretion, deem necessary for the consummation of the
   exchange offer as contemplated by this prospectus.

   If we determine in our sole discretion that any of the conditions are not
satisfied, we may (1) refuse to accept any outstanding notes and return all
tendered outstanding notes to the tendering holders, (2) extend the exchange
offer and retain all outstanding notes tendered prior to the expiration of the
exchange offer, subject, however, to the rights of holders to withdraw the
outstanding notes (see "--Withdrawal of Tenders") or (3) waive the unsatisfied
conditions with respect to the exchange offer and accept all properly tendered
outstanding notes which have not been withdrawn.

Exchange Agent

   BNY Midwest Trust Company has been appointed as exchange agent for the
exchange offer. Questions and requests for assistance, requests for additional
copies of this prospectus or of the letter of transmittal and requests for
Notice of Guaranteed Delivery should be directed to the exchange agent
addressed as follows:

                                                    
By Overnight Courier or Registered/Certified Mail:     By Hand:

The Bank of New York                                   The Bank of New York
101 Barclay Street--7 East                             101 Barclay Street--7 East
New York, New York 10286                               New York, New York 10286
Attention: Diane Amoroso,                              Corporate Trust Services Window
Corporate Trust Department,                            Attention: Diane Amoroso,
Reorganization Unit                                    Reorganization Unit

Facsimile Transmission:                                For Information Telephone:
(212) 298-1915                                         (212) 815-3758

Confirm Receipt of Facsimile by Telephone:
(212) 815-3758

Delivery to an address other than set forth above will not constitute a valid delivery.




Fees and Expenses

   We will bear the expenses of soliciting tenders. The principal solicitation
is being made by mail; however, additional solicitation may be made by
telegraph, telecopy, telephone or in person by our and our affiliates' officers
and regular employees.

   We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses incurred in connection with these services.

   We will pay the cash expenses to be incurred in connection with the exchange
offer. Such expenses include fees and expenses of the exchange agent and
trustee, accounting and legal fees and printing costs, among others.

                                      30



Accounting Treatment

   The exchange notes will be recorded at the same carrying value as the
outstanding notes, which is face value, as reflected in our accounting records
on the date of exchange. Accordingly, we will not recognize any gain or loss
for accounting purposes as a result of the exchange offer. The expenses of the
exchange offer will be charged to expense as incurred.

   We will pay the cash expenses to be incurred in connection with the exchange
offer. Such expenses include fees and expenses of the exchange agent and
trustee, accounting and legal fees and printing costs, among others.

Consequences of Failure to Exchange

   The outstanding notes that are not exchanged for exchange notes pursuant to
the exchange offer will remain restricted securities. Accordingly, the
outstanding notes may be resold only:

      (1) to us upon redemption thereof or otherwise;

      (2) so long as the outstanding notes are eligible for resale pursuant to
   Rule 144A, to a person inside the United States whom the seller reasonably
   believes is a qualified institutional buyer within the meaning of Rule 144A
   under the Securities Act in a transaction meeting the requirements of Rule
   144A, in accordance with Rule 144 under the Securities Act, or pursuant to
   another exemption from the registration requirements of the Securities Act,
   which other exemption is based upon an opinion of counsel reasonably
   acceptable to us;

      (3) outside the United States to a foreign person in a transaction
   meeting the requirements of Rule 904 under the Securities Act; or

      (4) pursuant to an effective registration statement under the Securities
   Act, in each case in accordance with any applicable securities laws of any
   state of the United States.

Resale of the Exchange Notes

   With respect to resales of exchange notes, based on interpretations by the
Staff of the SEC set forth in no-action letters issued to third parties, we
believe that a holder or other person who receives exchange notes, whether or
not the person is the holder, other than a person that is our affiliate within
the meaning of Rule 405 under the Securities Act, in exchange for outstanding
notes in the ordinary course of business and who is not participating, does not
intend to participate, and has no arrangement or understanding with any person
to participate, in the distribution of the exchange notes, will be allowed to
resell the exchange notes to the public without further registration under the
Securities Act and without delivering to the purchasers of the exchange notes a
prospectus that satisfies the requirements of Section 10 of the Securities Act.
However, if any holder acquires exchange notes in the exchange offer for the
purpose of distributing or participating in a distribution of the exchange
notes, the holder cannot rely on the position of the Staff of the SEC expressed
in the no-action letters or any similar interpretive letters, and must comply
with the registration and prospectus delivery requirements of the Securities
Act in connection with any resale transaction, unless an exemption from
registration is otherwise available. Further, each broker-dealer that receives
exchange notes for its own account in exchange for outstanding notes, where the
outstanding notes were acquired by the broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of the exchange notes.

                                      31



                                CAPITALIZATION

   The following table sets forth our unaudited cash and cash equivalents and
consolidated capitalization as of March 30, 2002, on an actual basis, and as
adjusted to give pro forma effect to the Transactions as if they had occurred
on March 30, 2002. The table below should be read in conjunction with the
"Unaudited Pro Forma Condensed Financial Statements" and our consolidated
financial statements and related notes included elsewhere in this prospectus.



                                                      As of March 30, 2002
                                                      --------------------
                                                       Actual     Pro Forma
                                                      --------    ---------
                                                      (dollars in thousands)
                                                            
       Cash and cash equivalents..................... $ 48,714     $ 68,614
                                                      ========    =========
       Long-term debt (including current maturities):
          Senior credit facility:
              Revolving credit facility(1)........... $            $
              Term loan..............................               250,000
          Existing credit agreement..................  177,500
          Capital lease obligations..................   13,894       13,894
          Other long-term debt.......................      201
                                                      --------    ---------
              Total senior debt......................  191,595      263,894
          Existing subordinated notes................   23,400
          Notes offered hereby.......................               225,000
                                                      --------    ---------
              Total debt.............................  214,995      488,894
       Total shareholders' equity....................  191,763      314,500
                                                      --------    ---------
              Total capitalization................... $406,758     $803,394
                                                      ========    =========

- --------
(1)Assuming the completion of the Transactions on March 30, 2002, on a pro
   forma basis, we would have had approximately $115.6 million of unused
   borrowing capacity under the revolving credit portion of the senior credit
   facility. See "Description of Senior Credit Facility."

                                      32



              UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

   The following unaudited pro forma condensed consolidated financial
statements have been derived by the application of pro forma adjustments to our
historical consolidated financial statements included elsewhere in this
prospectus. The unaudited pro forma condensed statements of consolidated
earnings for the periods presented give effect to the Transactions, as if they
had been consummated at the beginning of each of the periods presented. The
unaudited pro forma condensed consolidated balance sheet data give effect to
the Transactions, as if they all had occurred on March 30, 2002. The unaudited
pro forma condensed statement of consolidated earnings for the year ended
December 29, 2001 combines the consolidated operations of Roundy's for the year
ended December 29, 2001 with the operations of Copps for the period from
December 31, 2000 to May 19, 2001, the date Copps was acquired by Roundy's. The
historical statements of earnings of Copps excludes the results of stores
closed by Copps prior to its acquisition by Roundy's. Assumptions underlying
the pro forma adjustments are described in the accompanying notes which should
be read in conjunction with these unaudited pro forma condensed consolidated
financial statements. The actual purchase accounting adjustments described in
the accompanying notes will be made as of the closing date of the Transactions
and may differ from those reflected in these unaudited pro forma condensed
consolidated financial statements.

   The pro forma adjustments related to the purchase price allocation and
financing of the Transactions are preliminary and based on information obtained
to date and are subject to revision as additional information becomes
available. Revisions to the preliminary purchase price allocation and financing
of the Transactions may have a significant impact on the pro forma amounts of
total assets, total liabilities and stockholders' equity, cost of sales,
operating and administrative expenses and interest expense.

   The unaudited pro forma condensed consolidated financial statements should
not be considered indicative of actual results that would have been achieved
had the Transactions and the Copps acquisition been consummated on the dates or
for the periods indicated and do not purport to indicate consolidated balance
sheet data or results of operations as of any future date or for any future
period.

   The unaudited pro forma condensed consolidated financial statements should
be read in conjunction with the information contained in "Selected Historical
Financial Data," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the historical consolidated financial statements
and accompanying notes appearing elsewhere in this prospectus.

                                      33



                                ROUNDY'S, INC.

           UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

                             As of March 30, 2002
                            (dollars in thousands)



                                                                       Historical Adjustments (1) Pro Forma
                                                                       ---------- --------------- ----------
                                                                                         
                               ASSETS
Cash and cash equivalents.............................................  $ 48,714     $ 19,900     $   68,614
Notes and accounts receivable--net....................................    82,154                      82,154
Merchandise inventories...............................................   228,967        3,217        232,184
Prepaid expenses......................................................    15,038                      15,038
Deferred income tax benefits..........................................     9,693        9,005         18,698
                                                                        --------     --------     ----------
   Total current assets...............................................   384,566       32,122        416,688
Goodwill--net.........................................................   114,131      288,483        402,614
Other assets--net.....................................................    15,218       94,968        110,186
Property and equipment--net...........................................   263,685       23,271        286,956
                                                                        --------     --------     ----------
   Total Assets.......................................................  $777,600     $438,844     $1,216,444
                                                                        ========     ========     ==========
                LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Current maturities of long-term debt..................................  $ 34,217     $(31,967)    $    2,250
Accounts payable......................................................   220,194                     220,194
Other current liabilities.............................................   107,395       (1,156)       106,239
                                                                        --------     --------     ----------
   Total current liabilities..........................................   361,806      (33,123)       328,683
Long-term debt, less current maturities...............................   180,778      305,872        486,650
Other liabilities.....................................................    42,368        7,406         49,774
Deferred income taxes.................................................       885       35,952         36,837
                                                                        --------     --------     ----------
   Total liabilities..................................................   585,837      316,107        901,944
Redeemable Common Stock...............................................     9,244       (9,244)
Stockholders' Equity:
   Total Stockholders' Equity.........................................   182,519      131,981        314,500
                                                                        --------     --------     ----------
   Total Liabilities and Stockholders' Equity.........................  $777,600     $438,844     $1,216,444
                                                                        ========     ========     ==========


                                      34



                                ROUNDY'S, INC.

       UNAUDITED PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED EARNINGS

                  For the Fiscal Year Ended December 29, 2001
                            (dollars in thousands)



                                                            Copps
                                        Roundy's         Period from
                                       Year Ended     December 31, 2000
                                    December 29, 2001  to May 19, 2001  Adjustments   Pro Forma
                                    ----------------- ----------------- -----------   ----------
                                                                          
Statement of Earnings Data:
Revenues:
   Net sales and service fees......    $3,387,761         $228,756       $            $3,616,517
   Other--net......................         2,057                                          2,057
                                       ----------         --------       --------     ----------
                                        3,389,818          228,756                     3,618,574
                                       ----------         --------       --------     ----------
Costs and Expenses:
   Cost of sales...................     2,856,762          174,835                     3,031,597
   Operating and administrative....       465,038           49,455          5,490 (2)    519,983
   Interest........................        17,698              554         15,317 (3)     33,569
                                       ----------         --------       --------     ----------
                                        3,339,498          224,844         20,807      3,585,149
                                       ----------         --------       --------     ----------
Earnings before patronage dividends        50,320            3,912        (20,807)        33,425
Patronage dividends................         8,681                          (8,681)(4)
                                       ----------         --------       --------     ----------
Earnings before income taxes.......        41,639            3,912        (12,126)        33,425
Provision for income taxes.........        15,855            1,526         (6,617)(5)     10,764
                                       ----------         --------       --------     ----------
Net earnings (loss)................    $   25,784         $  2,386       $ (5,509)    $   22,661
                                       ==========         ========       ========     ==========


                                      35



                                ROUNDY'S, INC.

       UNAUDITED PRO FORMA CONDENSED STATEMENT OF CONSOLIDATED EARNINGS

                   For the Three Months Ended March 30, 2002
                            (dollars in thousands)



                                         Historical Adjustments   Pro Forma
                                         ---------- -----------   ---------
                                                         
     Statement of Earnings Data:
     Revenues:
        Net sales and service fees......  $880,201    $           $880,201
        Other--net......................       387                     387
                                          --------    -------     --------
                                           880,588                 880,588
                                          --------    -------     --------
     Costs and Expenses:
        Cost of sales...................   730,790                 730,790
        Operating and administrative....   126,183      2,915 (2)  129,098
        Interest........................     3,726      4,626 (3)    8,352
                                          --------    -------     --------
                                           860,699      7,541      868,240
                                          --------    -------     --------
     Earnings before patronage dividends    19,889     (7,541)      12,348
     Patronage dividends................
                                          --------    -------     --------
     Earnings before income taxes.......    19,889     (7,541)      12,348
     Provision for income taxes.........     8,155     (2,941)(5)    5,214
                                          --------    -------     --------
     Net earnings (loss)................  $ 11,734    $(4,600)    $  7,134
                                          ========    =======     ========


                                      36



                                ROUNDY'S, INC.

          NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

(1)Adjustments to reflect the acquisition of Roundy's including the financing
   thereof and the purchase price allocation to the assets acquired and
   liabilities assumed are as follows (dollars in thousands):

                                                      
      Adjust basis of:
         Inventories.......................................... $   3,217
         Property and equipment...............................    23,271
         Intangible asset--supply agreements..................    71,946
         Deferred debt issuance costs.........................    23,022
         Goodwill and trademarks..............................   288,483
         Pension liability....................................   (12,662)
         Other liabilities....................................     6,412
      Deferred income taxes on basis differences..............   (26,947)
      Additional working capital..............................    19,900
      Issuance of new debt....................................  (475,006)
      Repayment of existing debt..............................   201,101
                                                               ---------
      Net equity adjustment, including redeemable common stock $ 122,737
                                                               =========

      

   Allocation of the purchase price is based on preliminary estimates. Final
   amounts could change based upon valuations to be completed after the closing
   date.

(2)Adjustment reflects (a) amortization of supply agreements over an average
   life of ten years, (b) additional depreciation associated with the adjusted
   basis of property and equipment, over their remaining useful lives ranging
   from three years to thirty-six years (c) additional deferred debt issuance
   cost amortization and (d) elimination of previously recorded goodwill
   amortization.

(3)Adjustment reflects additional interest expense associated with the
   Transactions, assuming for the purposes of this calculation a weighted
   average interest rate of 6.8%. Interest rates used are those estimated at
   the time of preparing this document and may change at the time the financing
   is completed. If interest rates assumed were to change by 0.125%, interest
   expense would change by approximately $593,000.

(4)Adjustment reflects elimination of patronage dividends that will no longer
   be paid subsequent to the Transactions.

(5)Adjustment reflects income tax effect of pretax pro forma adjustments at a
   39% effective rate.

                                      37



                      SELECTED HISTORICAL FINANCIAL DATA

   The following table presents selected historical consolidated statements of
earnings, balance sheet, and other data for Roundy's for the periods presented
and should only be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the audited and
unaudited consolidated financial statements of Roundy's and the related notes
thereto, which are included elsewhere in this prospectus. The data as of
December 30, 2000 and December 29, 2001, and for each of the three years in the
period ended December 29, 2001, have been derived from the consolidated
financial statements of Roundy's, audited by Deloitte & Touche LLP, included
elsewhere in this prospectus. The data as of January 3, 1998, January 2, 1999,
January 1, 2000 and March 31, 2001, and for the years ended January 3, 1998 and
January 2, 1999, have been derived from the related historical financial
statements of Roundy's. The data as of March 30, 2002, and for the three-month
periods ended March 31, 2001 and March 30, 2002, have been derived from the
unaudited condensed consolidated financial statements of Roundy's, included
elsewhere in this prospectus, which, in the opinion of management, include all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation. Results of operations for an interim period are not
necessarily indicative of results for a full year.


                                                              Fiscal Year Ended,                         Three Months Ended,
                                       --------------------------------------------------------------    ------------------
                                       January 3,  January 2,  January 1,  December 30,   December 29,   March 31, March 30,
                                          1998        1999        2000         2000           2001         2001      2002
                                       ----------  ----------  ----------  ------------   ------------   --------- ---------
                                                                      (dollars in thousands)
                                                                                              
Statement of Earnings Data: (1)
Revenues:
Net sales and service fees (2)........ $2,565,366  $2,526,405  $2,656,832   $2,930,033     $3,387,761    $717,740  $880,201
Other-net (3).........................      3,696       2,429      10,118        7,174          2,057         477       387
                                       ----------  ----------  ----------   ----------     ----------    --------  --------
                                        2,569,062   2,528,834   2,666,950    2,937,207      3,389,818     718,217   880,588
                                       ----------  ----------  ----------   ----------     ----------    --------  --------
Costs and Expenses:
Cost of sales (2).....................  2,317,024   2,280,484   2,390,078    2,540,733      2,856,762     611,106   730,790
Operating and administrative..........    218,611     215,034     234,303      340,413(4)     465,038      93,235   126,183
Interest..............................      8,221       7,293       6,504       15,463         17,698       4,269     3,726
                                       ----------  ----------  ----------   ----------     ----------    --------  --------
                                        2,543,856   2,502,811   2,630,885    2,896,609      3,339,498     708,610   860,699
                                       ----------  ----------  ----------   ----------     ----------    --------  --------
Earnings before patronage dividends...     25,206      26,023      36,065       40,598         50,320       9,607    19,889
Patronage dividends (5)...............      5,687       5,976       6,447        5,035          8,681
                                       ----------  ----------  ----------   ----------     ----------    --------  --------
Earnings before income taxes..........     19,519      20,047      29,618       35,563         41,639       9,607    19,889
Provision for income taxes (6)........      8,315       8,149      12,009       14,458         15,855(7)    4,131     8,155
                                       ----------  ----------  ----------   ----------     ----------    --------  --------
Net earnings.......................... $   11,204  $   11,898  $   17,609   $   21,105     $   25,784    $  5,476  $ 11,734
                                       ==========  ==========  ==========   ==========     ==========    ========  ========
Other Financial Data:
EBITDA (8)............................ $   50,559  $   52,098  $   61,392   $   86,799     $  112,131    $ 22,843  $ 33,813
Cash provided by (used in):
   Operating Activities...............     51,518      55,618      52,731       81,256         76,281      (7,476)   20,192
   Investing Activities...............    (26,608)    (22,126)    (44,701)    (152,083)      (105,395)     (2,576)   (3,385)
   Financing Activities...............    (12,885)    (13,764)    (11,739)      42,335         34,737       2,390   (13,609)
Depreciation and amortization.........     17,132      18,782      18,823       30,738         44,113       8,967    10,198
Capital expenditures..................     22,727      24,936      35,869       37,706         32,614       3,880     3,702
Ratio of earnings to fixed charges (9)        3.3x        3.7x        5.0x         3.0x           3.0x        2.6x      4.8x
Balance Sheet Data (at end of period):
Working capital....................... $   84,074  $   84,743  $   67,937   $   38,771     $   24,940    $ 53,057  $ 22,761
Total assets..........................    440,310     462,412     497,325      662,372        794,510     639,990   777,600
Total debt............................     93,615      83,458      73,298      174,402        228,549     177,440   214,995
Stockholders' equity..................    116,085     125,804     143,971      150,521        170,492     152,474   182,519
Stockholders' equity including
 redeemable stock.....................    122,460     134,811     153,919      160,669        179,736     162,621   191,763

- --------
 (1)Fiscal 2000 and 2001 include the effects of our acquisitions of 24 Pick 'n
    Save stores in the first quarter of 2000 and 21 Copps stores and a
    wholesale distribution center in May 2001. As a result, year-to-year data
    may not be comparable due to the effects of these acquisitions.
 (2)Amounts for all periods have been restated to reflect the adoption by
    Roundy's, effective December 30, 2001, of Emerging Issues Task Force (EITF)
    Issue No. 01-9, "Accounting for Consideration Given by a Vendor to a
    Customer or a Reseller of the Vendor's Products." The effect of the
    adoption of EITF 01-9 was to classify certain sales promotions offered to
    retail customers as a reduction of sales (versus including them in cost of
    sales as previously recorded), with a corresponding reduction in cost of
    goods sold. As a result, the adoption of this accounting principle had no
    effect on our gross profit.

                                      38



 (3)Includes insurance settlement gains of $5.5 million and $3.3 million in
    fiscal 1999 and 2000, respectively.
 (4)Includes a compensation charge of $3.1 million related to a term extension
    of previously granted stock options.
 (5)Historically, a significant portion of Roundy's common stock was
    beneficially owned by the owners of 99 retail grocery stores serviced by
    Roundy's. These former stockholders received patronage dividends from us
    based on the level of their wholesale purchases from us. We were obligated
    by our by-laws to pay a patronage dividend to our former stockholders out
    of and based upon the net earnings from wholesale business done by us with
    such former stockholders in any fiscal year in an amount which would reduce
    our net income to such amount as would result in an increase of eight
    percent in the book value of our outstanding stock as of the close of such
    year (calculated after the payment of patronage dividends). In the event
    that such net earnings level was not reached, no patronage dividends were
    paid for that year. The patronage dividend was payable at least 20% in cash
    and the remainder in our common stock, with an average of approximately 30%
    paid in cash during each of the last three fiscal years.
 (6)We have historically operated a portion of our wholesale business on a
    cooperative basis, and therefore determined our federal income tax
    liabilities under Subchapter T of the Internal Revenue Code, which governs
    the taxation of corporations operating on a cooperative basis. Under
    Subchapter T of the Internal Revenue Code, patronage dividends were
    deducted by Roundy's in determining our taxable income, and were generally
    taxable to our former stockholders (including the value of the common
    stock) for federal income tax purposes.
 (7)Net of a $2.4 million income tax benefit from resolution of prior year tax
    matters.
 (8)EBITDA represents earnings before patronage dividends, interest, taxes,
    depreciation and amortization. EBITDA is presented because we believe it is
    frequently used by securities analysts, investors and other interested
    parties in the evaluation of companies in our industry. However, other
    companies in our industry may calculate EBITDA differently than we do.
    EBITDA is not a measurement of financial performance under generally
    accepted accounting principles and should not be considered as an
    alternative to cash flow from operating activities or as a measure of
    liquidity or an alternative to net income as indicators of our operating
    performance or any other measures of performance derived in accordance with
    generally accepted accounting principles. See the Statements of
    Consolidated Earnings included in our consolidated financial statements
    included elsewhere in this prospectus.
 (9)In calculating the ratio of earnings to fixed charges, earnings consist of
    income before income taxes plus fixed charges. Fixed charges consist of
    interest expense (which includes amortization of deferred financing costs)
    and one-third of rental expense, deemed representative of that portion of
    rental expense estimated to be attributable to interest.

                                      39



          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

   The following discussion and analysis of our financial condition and results
of operations covers periods prior to the consummation of the acquisition and
related financing transactions. As part of the acquisition, we entered into the
various financing arrangements described herein and, as a result, we now have a
different capital structure. Accordingly, the results of operations for periods
subsequent to the consummation of the acquisition and related financing
transactions will not necessarily be comparable to prior periods.

Recent Acquisitions

   Effective May 20, 2001, we acquired all of the outstanding stock of The
Copps Corporation for approximately $96.2 million in cash. Copps owned and
operated 21 Copps retail grocery stores and a wholesale distribution center
located in Stevens Point, Wisconsin. We financed the acquisition through
borrowings under our prior credit agreement.

   On March 31, 2000, we acquired all of the outstanding stock of Mega Marts,
Inc. for approximately $125.0 million in cash and notes payable. Mega Marts
owned and operated 16 retail grocery stores, all of which were licensed Pick 'n
Save locations. Also on March 31, 2000, we acquired certain assets of NDC,
Inc., an affiliate of Mega Marts, consisting of a retail grocery store known as
the Tri-City Pick 'n Save, for approximately $11.2 million in cash. We financed
the acquisitions with borrowings under our prior credit agreement and $39.0
million in promissory notes issued to the shareholders of Mega Marts.

   On February 2, 2000, we purchased seven Pick 'n Save retail grocery stores
for approximately $37.7 million in cash from Ultra Mart, Inc. On April 12,
1999, we purchased a grocery retailer for approximately $5.7 million in cash.
On August 24, 1999, we purchased a grocery retailer for $2.1 million in cash.

Net Sales and Service Fees

   Net sales and service fees represents product sales less returns and
allowances and sales promotions. We derive our net sales from the operation of
retail grocery stores and the wholesale distribution of food and non-food
products. In addition, we provide specialized support services for retail
grocers, which include promotional merchandising and advertising programs,
accounting and inventory control, store development and financing and
assistance with other aspects of store management.

   The table below indicates the portion of our net sales attributable to
retail sales and wholesale distribution for the periods indicated. Eliminations
represent the intercompany activity between our wholesale operations and our
company-owned retail stores.



                                        Fiscal Year Ended,            Three Months Ended,
                               ------------------------------------  --------------------
                               January 1,  December 30, December 29, March 31,  March 30,
                                  2000         2000         2001       2001       2002
                               ----------  ------------ ------------ ---------  ---------
                                                                 
Retail Operations............. $  323,857   $  891,666   $1,377,133  $ 256,730  $ 384,714
Wholesale Operations..........  2,549,775    2,628,025    2,894,012    632,050    735,374
Eliminations..................   (216,800)    (589,658)    (883,384)  (171,040)  (239,887)
                               ----------   ----------   ----------  ---------  ---------
   Total...................... $2,656,832   $2,930,033   $3,387,761  $ 717,740  $ 880,201
                               ==========   ==========   ==========  =========  =========


                                      40



Costs and Expenses

   Our costs and expenses consist of cost of sales, operating and
administrative expenses and interest expense.

  .  Cost of sales includes product costs and freight.

  .  Operating and administrative expenses consist primarily of personnel
     costs, sales and marketing expenses, depreciation and amortization
     expenses, expenses associated with our facilities, internal management
     expenses, business development expenses and expenses for finance, legal,
     human resources and other administrative departments.

  .  Interest expense includes interest on our outstanding indebtedness.

Results of Operations

   The following table sets forth each category of statement of earnings data
as a percentage of net sales and service fees.



                                                       Fiscal Year Ended,          Three Months Ended,
                                              -----------------------------------  ------------------
                                              January 1, December 30, December 29, March 31, March 30,
                                                 2000        2000         2001       2001      2002
                                              ---------- ------------ ------------ --------- ---------
                                                                              
Statement of Earnings Data:
Revenues:
   Net sales and service fees................   100.0%      100.0%       100.0%      100.0%    100.0%
   Other--net................................     0.4         0.2          0.1         0.1       0.0
                                                -----       -----        -----       -----     -----
       Total.................................   100.4       100.2        100.1       100.1     100.0
Costs and Expenses:
   Cost of sales.............................    90.0        86.7         84.3        85.1      83.0
   Operating and administrative..............     8.8        11.6         13.7        13.0      14.3
   Interest..................................     0.2         0.5          0.5         0.6       0.4
                                                -----       -----        -----       -----     -----
Earnings before patronage dividends..........     1.4         1.4          1.6         1.4       2.3
Patronage dividends..........................     0.2         0.2          0.3
                                                -----       -----        -----       -----     -----
Earnings before income taxes.................     1.2         1.2          1.3         1.4       2.3
Provision for income taxes...................     0.5         0.5          0.5         0.6       0.9
                                                -----       -----        -----       -----     -----
Net earnings.................................     0.7%        0.7%         0.8%        0.8%      1.4%
                                                =====       =====        =====       =====     =====
Other Data:
EBITDA (1)...................................     2.3%        3.0%         3.3%        3.2%      3.8%

- --------
(1)EBITDA represents earnings before patronage dividends, interest, taxes,
   depreciation and amortization. EBITDA is presented because we believe it is
   frequently used by securities analysts, investors and other interested
   parties in the evaluation of companies in our industry. However, other
   companies in our industry may calculate EBITDA differently than we do.
   EBITDA is not a measurement of financial performance under generally
   accepted accounting principles and should not be considered as an
   alternative to cash flow from operating activities or as a measure of
   liquidity or an alternative to net income as indicators of our operating
   performance or any other measures of performance derived in accordance with
   generally accepted accounting principles. See the Statements of Consolidated
   Earnings included in our consolidated financial statements included
   elsewhere in this prospectus.

  Comparison of Three Month Period Ended March 30, 2002 and March 31, 2001.

   Net sales and service fees were $880.2 million for the three month period
ended March 30, 2002, an increase of $162.5 million, or 22.6%, from $717.7
million in the three month period ended March 31, 2001. This increase was in
large part due to our May 2001 purchase of Copps, which consisted of 21 retail
stores and a wholesale distribution operation. This acquisition contributed
$133.4 million to our sales increase in the first quarter of 2002 versus 2001.
Due primarily to the Easter holiday business occurring in the first quarter of
2002, as compared to the second quarter of 2001, sales also increased at our
existing wholesale and retail segments by $20.9 million and $8.2 million,
respectively. Our same store sales improved 2.9% (including stores operated
while under previous ownership) for the first quarter of 2002 versus 2001.

                                      41



   Gross profit was $149.4 million for the three month period ended March 30,
2002, an increase of $42.8 million, or 40.2%, from $106.6 million in the three
month period ended March 31, 2001. The increase in our gross profit was due
primarily to the purchase of Copps. Gross profit margin for the same periods
was 17.0% and 14.9% respectively, with the increase due primarily to the
increase in sales mix attributable to the higher profits derived from
company-owned retail stores. Retail sales for the first quarter of 2002
represented 43.7% of net sales and service fees compared to 35.8% for the first
quarter of 2001. Retail gross profit margin was 23.6% for the first quarter of
2002, as compared to 21.9% for the first quarter of 2001, with the increase due
primarily to the acquisition of 21 Copps retail stores in May 2001, which
maintained a higher gross profit margin than our then existing company-owned
stores. Wholesale gross profit margin was 8.5% in the first quarter of 2002, as
compared to 8.4% in the first quarter of 2001.

   Operating and administrative expenses were $126.2 million for the three
month period ended March 30, 2002, an increase of $33.0 million, or 35.3%, from
$93.2 million in the three month period ended March 31, 2001. Operating and
administrative expenses, as a percentage of net sales and services fees,
increased to 14.3% for the first quarter of 2002 compared to 13.0% in the first
quarter of 2001. This percentage increase was attributable to our acquisitions
and the increased concentration in company-owned retail stores in 2001 which
have a significantly higher ratio of operating costs to sales than our
wholesale operations. Retail operating and administration expenses for the
first quarter of 2002 represented 20.8% of retail sales compared to 20.1% for
the first quarter of 2001. This increase was due primarily to the acquisition
of the Copps retail stores, which maintained a higher operating cost percentage
than our then existing company-owned stores. Wholesale operating and
administrative expenses were 6.2% of wholesale sales in the first quarter of
2002, compared to 6.5% in the first quarter of 2001.

   Interest expense was $3.7 million for the three month period ended March 30,
2002, a decrease of $0.6 million, or 12.7%, from $4.3 million in the three
month period ended March 31, 2001 due to a decrease in our average debt
outstanding combined with lower overall interest rates during the first quarter
of 2002. Our average interest rate on outstanding indebtedness was
approximately 6.7% in the first quarter of 2002 compared to 9.1% in the first
quarter of 2001.

   Provision for income tax increased to $8.2 million for the three month
period ended March 30, 2002, from $4.1 million in the three month period ended
March 31, 2001. The effective income tax rate, however, decreased to 41.0% from
43.0% during the same period. This improvement was due primarily to the
elimination of non-deductible goodwill with the adoption of SFAS No. 142.

   EBITDA was $33.8 million for the three month period ended March 30, 2002, an
increase of $11.0 million, or 48.0%, from $22.8 million for the three month
period ended March 31, 2001. The increase was due primarily to our May 2001
purchase of Copps, which contributed approximately $6.3 million to our EBITDA
increase. Retail EBITDA for the first quarter of 2002 was $15.8 million, an
increase of $6.4 million from $9.4 million for 2001. This increase was due
primarily to the additional retail EBITDA of $3.0 million from the acquisition
of Copps, in addition to the associated benefits from the Easter holiday season
falling during the first quarter of the year as compared to the second quarter
in 2001 and other operational enhancements. Wholesale EBITDA for the first
quarter of 2002 was $19.9 million, an increase of $5.9 million from $14.0
million for 2001. The increase in wholesale EBITDA was due primarily to the
Copps acquisition, which contributed an incremental $3.3 million in EBITDA, as
well as the benefits of the Easter holiday season, as noted above, and other
operational improvements.

   Net earnings were $11.7 million for the quarter ended March 30, 2002, an
increase of $6.2 million, or 114.3% from $5.5 million in the prior year. This
improvement was driven by the factors discussed above.

  Comparison of Years Ended December 29, 2001 and December 30, 2000

   Net sales and services fees were $3.4 billion for the year ended December
29, 2001, an increase of $457.7 million, or 15.6%, from $2.9 billion in the
prior year. This increase was in large part due to our May 2001

                                      42



purchase of Copps, which consisted of 21 retail stores and a wholesale
distribution operation. This acquisition contributed $361.9 million to our
sales increase in 2001 versus 2000. Also contributing to this increase was
marketing and promotional programs of our wholesale and retail operations that
allowed us to take advantage of various competitive changes within our major
markets, which, in addition to the benefits from our frequent shopper cards and
enhanced perishable programs, allowed us to produce a 3.5% increase (including
stores operated while under previous ownership) in same store sales growth.

   Gross profit was $531.0 million for the year ended December 29, 2001, an
increase of $141.7 million, or 36.4%, from $389.3 million in the prior year.
The increase in gross profit was due primarily to the increase in the sales mix
attributable to the higher profits derived from our company-owned retail
stores. Retail sales for 2001 represented 40.7% of net sales and service fees
compared to 30.4% for 2000. Retail gross profit margin was 22.5% in 2001, as
compared to 21.5% in 2000, with the increase due primarily to the acquisition
of 21 Copps retail stores in May 2001, which maintained higher gross profit
margins than our then existing company-owned stores. Wholesale gross profit
margin was 8.1% in 2001, as compared to 7.9% in 2000.

   Operating and administrative expenses were $465.0 million for the year ended
December 29, 2001 an increase of $124.6 million, or 36.6%, from $340.4 million
in the prior year. Operating and administrative expenses, as a percentage of
net sales and service fees, increased to 13.7% in 2001 compared to 11.6% in
2000. This percentage increase is attributable to our acquisitions of retail
stores in 2000 and 2001, which have a significantly higher ratio of operating
costs to sales than our wholesales operations. Operating costs also increased
due to a rise in health care costs. Retail operating and administrative
expenses were 20.2% of retail sales for 2001 as compared to 20.0% for 2000.
This increase was due primarily to the acquisition of the Copps retail stores,
which maintained a higher operating cost percentage than our then existing
company-owned stores. Wholesale operating and administrative expenses increased
slightly to 6.2% of wholesale sales for 2001 as compared to 5.9% for 2000. This
increase was due primarily to increased health care and pension costs in 2001.

   Interest expense was $17.7 million for the year ended December 29, 2001, an
increase of $2.2 million, or 14.2%, from $15.5 million in the prior year due to
an increase in borrowings incurred to finance acquisitions in 2001. However,
overall interest rates declined in 2001 compared to 2000. Our average interest
rate on outstanding indebtedness was approximately 6.5% in 2001 compared to
9.4% in 2000.

   Provision for income tax increased to $15.9 million for the year ended
December 29, 2001, from $14.5 million in the prior year. The effective income
tax rate, however, decreased to 38.1% from 40.7% during the same period. This
improvement was due to the favorable resolution of certain prior year's state
and local income tax matters.

   EBITDA was $112.1 million for the year ended December 29, 2001, an increase
of $25.3 million, or 29.1% from $86.8 million in the prior year. The increase
was due primarily to our May 2001 purchase of Copps, which consisted of 21
retail stores and a wholesale distribution operation. This acquisition
contributed approximately $14.0 million to our EBITDA increase in 2001. The
full year effect of our acquisition of 24 Pick 'n Save retail grocery stores
through the Mega Marts and Ultra Mart acquisitions in 2000 also contributed
approximately $9.8 million to this EBITDA increase. Retail EBITDA for 2001 was
$55.5 million, an increase of $25.4 million from $30.1 million for 2000. This
increase, as noted above, was partially due to the additional Copps retail
EBITDA of $8.2 million and partially due to the full year effect of the 24 Pick
'n Save retail stores acquired in 2000 of $9.8 million. Wholesale EBITDA for
2001 was $66.6 million, an increase of $5.5 million from $61.1 million for
2000. This increase was due primarily to the additional Copps wholesale EBITDA.

   Net earnings were $25.8 million for the year ended December 29, 2001, an
increase of $4.7 million, or 22%, from $21.1 million in the prior year. This
improvement was driven by the reasons discussed above.

                                      43



  Comparison of Years Ended December 30, 2000 and January 1, 2000.

   Net sales and services fees were $2.9 billion for the year ended December
30, 2000, an increase of $273.2 million, or 10.3%, from the $2.7 billion in the
prior year. This increase was attributable to the acquisition of 24 Pick 'n
Save retail grocery stores through our Mega Marts and Ultra Mart acquisitions,
which contributed $196.0 million to net sales and service fees. In addition to
these acquisitions, we also experienced increased net sales from our emphasis
on perishables in our marketing programs, continued commitment to the use of
our frequent shopper card and expansion of our private label program.
Reflecting those initiatives, our same store sales growth at our retail stores
was 3.4% during the year (including stores operated while under previous
ownership).

   Other net revenues for the years ended December 30, 2000 and January 1, 2000
reflect a $3.3 million and $5.5 million gain, respectively, resulting from a
finalized settlement with our insurance carriers with regard to a fire in our
Evansville warehouse in 1998.

   Gross profit was $389.3 million for the year ended December 30, 2000, an
increase of $122.5 million, or 45.9%, from $266.8 million in the prior year.
The increase in gross profit was mainly due to the increase in company-owned
retail stores, which have significantly higher gross profits than wholesale
operations. Retail sales represented 30.4% of our total sales and service fees
in 2000 compared to 12.2% in 1999. Retail gross profit margin was 21.5% in
2000, as compared to 21.6% in 1999. Wholesale gross profit margin was 7.9% and
7.8% for 2000 and 1999, respectively.

   Operating and administrative expenses were $340.4 million for the year ended
December 30, 2000, an increase of $106.1 million, or 45.3%, from $234.3 million
in the prior year. The increase over 1999 was primarily attributable to growth
in our retail operations, which have higher wages and operating costs as a
percentage of net sales and service fees than our wholesale operations. Retail
operating and administrative expenses for the year ended December 30, 2000 were
20.0% of retail sales compared to 21.1% for the prior year. The decrease in
this percentage was due primarily to the productivity improvement related to
stores acquired in the previous year. Wholesale operating and administrative
expenses were 5.9% of wholesale sales for 2000 as compared to 6.0% for 1999.

   Interest expense was $15.5 million for the year ended December 30, 2000, an
increase of $9.0 million, or 137.8%, from $6.5 million in the prior year.
Substantially all of the increase in 2000 versus 1999 was due to increased debt
levels incurred to fund our retail acquisitions.

   Provision for income tax increased to $14.5 million for the year ended
December 30, 2000, from $12.0 million in the prior year. This increase
reflected an increase in the effective income tax rate to 40.7% from 40.5%
during the same period.

   EBITDA was $86.8 million for the year ended December 30, 2000, an increase
of $25.4 million, or 41.4%, from $61.4 million in the prior year. The increase
was due primarily to our acquisition of 24 Pick 'n Save retail grocery stores
through the Mega Marts and Ultra Mart acquisitions. These acquisitions
contributed approximately $24.5 million to our EBITDA increase in 2000 versus
1999. Retail EBITDA for 2000 was $30.1 million, an increase of $23.8 million
from $6.3 million for 1999. This increase, as noted above, was due primarily to
the 24 additional retail grocery stores acquired in 2000. Wholesale EBITDA for
2000 was $61.1 million, an increase of $0.2 million from $60.9 million for 1999.

   Net earnings were $21.1 million for the year ended January 1, 2000, an
increase of $3.5 million, or 19.9%, from $17.6 million in the prior year as a
result of the items mentioned above.

Seasonality

   Seasonality has a minimal impact on our results of operations.

                                      44



Liquidity and Capital Resources

  Before the Transactions

   Our principal source of cash were operating activities and borrowings. Cash
flows provided by operating activities were $20.2 million in the first quarter
of 2002 compared to a usage of $7.5 million in the first quarter of 2001. This
increase was primarily due to a reduction in our net investment in inventory
(merchandise inventories less accounts payable) of approximately $19.0 million,
which was primarily as a result of the integration of the Copps acquisition.
Cash flows provided by operating activities were $76.3 million in 2001 compared
to $81.3 million in 2000. The modest decline in net cash flows from operating
activities in 2001 was primarily the result of the inclusion of the $3.3
million in insurance settlement gains in the prior year.

   Net cash flows used in financing activities were $13.6 million in the first
quarter of 2002 compared to $2.4 million provided in the first quarter of 2001.
This increase was due primarily to an increased reduction in debt. Net cash
flows provided by financing activities were $34.7 million in 2001 compared to
$42.3 million in 2000.

   On May 18, 2001, we entered into a credit agreement with various lenders,
allowing us to borrow up to an aggregate amount of $300.0 million. The credit
agreement provided for a $170.0 million revolving loan commitment and a $130.0
million term loan. The credit agreement included covenants that, among other
things, limited stock repurchases and additional borrowings. At March 30, 2002,
$113.1 million was available under our revolving credit agreement. This
facility was cancelled as a result of the Transactions and replaced with our
senior credit facility.

   During 2001, we continued to maintain the five year interest rate swap
agreement we entered into in April 2000. The effect of the swap agreement is to
fix the interest rate on $60.0 million of our borrowings. Under the terms of
the swap agreement, we paid a fixed rate of 7.32% and received a floating LIBOR
rate. This swap was settled concurrently with the closing of the Transactions.

   Our principal historical uses of cash were to provide for working capital,
capital expenditures and acquisitions. Net cash used in investing activities
was $3.4 million during the first quarter of 2002 compared to $2.8 million
during the first quarter of 2001. Net cash used in investing activities was
$105.4 million in 2001 as compared to $152.1 million in 2000. This decrease was
due primarily to a $49.8 million decrease in net cash used for acquisitions
from $128.6 million in 2000 to $78.6 million in 2001.

   Total capital expenditures were $3.7 million in the first quarter of 2002,
which compares to $3.9 million in the prior year. These expenditures were for
remodeling of existing stores and maintenance of our retail stores and
wholesale distribution network. Total capital expenditures for the years ended
December 29, 2001 and December 30, 2000 were $32.6 million and $37.7 million,
respectively. These expenditures were for remodeling of existing stores,
upgrade and integration expenditures at Copps and the maintenance and expansion
of our retail stores and wholesale distribution network.

   With the acquisition of Copps, we increased our average outstanding debt to
$227.3 million for 2001 as compared to $161.9 million for 2000. Our year-end
total debt balances at December 29, 2001 increased by $54.1 million from the
prior year even after the Copps acquisition, which cost $96.2 million. During
the first quarter of 2002, we repaid $13.6 million of outstanding debt balances
through the application of our positive cash flows from operations.

   From time to time, we provide long-term debt financing to certain
independent retailers we serve to aid them in store expansion or improvements.
Such loans are primarily secured by the retailer's inventory, equipment,
personal assets and pledges of our common stock. During 2001 and 2000, we made
loans of $3.5 million and $1.6 million, respectively. See "Risk Factors--We may
face credit losses as a result of loans to independent retailers."

   Working capital amounted to $22.8 million at March 30, 2002, compared to
$24.9 million at December 29, 2001. This decrease was due to an additional $6.5
million of long-term debt moving to current maturities of long-term debt for
the quarter. Working capital amounted to $24.9 million and $38.8 million at
December 29, 2001 and December 30, 2000, respectively, with the decrease due
primarily to an additional $19.9 million of long-term debt moving to current
maturities of long-term debt.

                                      45



   Our contractual obligations as of December 29, 2001 were as follows:



                                                                         Payments Due by Period
                                                                         (dollars in thousands)
- -                                                ----------------------------------------------------------------------
Contractual Obligations                            Total      2002      2003      2004      2005      2006    Thereafter
- -----------------------                          ---------  --------  --------  --------  --------  --------  ----------
                                                                                         
Long-term debt, including current maturities and
 capital lease obligations (1).................. $ 228,548  $ 27,717  $ 34,261  $ 34,307  $ 28,503  $ 85,556   $ 18,204
Operating leases................................   339,333    37,504    35,273    33,051    30,979    30,125    172,401
Sublease income.................................  (179,382)  (20,304)  (18,863)  (18,198)  (16,195)  (14,946)   (90,876)
                                                 ---------  --------  --------  --------  --------  --------   --------
Total........................................... $ 388,499  $ 44,917  $ 50,671  $ 49,160  $ 43,287  $100,735   $ 99,729
                                                 =========  ========  ========  ========  ========  ========   ========

- --------
(1)Reflects debt outstanding prior to the Transactions.

  After the Transactions

   For the last three quarters of 2002, we are budgeting approximately $50
million for capital expenditures. These expenditures will be for new store
locations, remodeling of existing stores, upgrade and integration expenditures
at Copps and the maintenance and expansion of our retail stores and wholesale
distribution network.

   As a result of the Transactions, we have significant debt service
obligations, including interest, in future years. Pro forma interest expense
related to the revolving credit facility, term loan, the notes and existing
capital leases would have been approximately $34 million for the 12 months
ended December 29, 2001, and we expect our interest expense to remain at this
level for the remainder of 2002. The term loan will be repayable in 28
consecutive installments, the first 24 of which will each be in the amount of
$625,000 and the last four of which will each be in the amount of $58.75
million. See "Risk Factors--Risks related to the notes."

   Our senior credit facility contains various restrictive covenants. It (i)
prohibits us from prepaying other indebtedness, including the notes; (ii)
require us to maintain specified financial ratios, such as (a) a minimum fixed
charge coverage ratio, (b) a maximum ratio of senior debt to EBITDA, and (c) a
maximum ratio of total debt to EBITDA; and (iii) require us to satisfy
financial condition tests including limitations on capital expenditures. In
addition, the senior credit facility prohibits us from declaring or paying any
dividends and prohibits us from making any payments with respect to the notes
if we fail to perform our obligations under, or fail to meet the conditions of,
the senior credit facility or if payment creates a default under the senior
credit facility. See "Description of Senior Credit Facility."

   The indenture governing the notes, among other things, (i) restricts our
ability and the ability of our subsidiaries to incur additional indebtedness,
issue shares of preferred stock, incur liens, pay dividends or make certain
other restricted payments and enter into certain transactions with affiliates;
(ii) prohibits certain restrictions on the ability of certain of our
subsidiaries to pay dividends or make certain payments to us; and (iii) places
restrictions on our ability and the ability of our subsidiaries to merge or
consolidate with any other person or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of our assets. The indenture
related to these notes and the senior credit facility also contain various
covenants which limit our discretion in the operation of our businesses. For
more information, see "Description of Notes."

   Our principal source of liquidity is cash flow generated from operations and
borrowings under our revolving credit facility. Our principal use of cash is to
meet debt service requirements, finance our capital expenditures, make
acquisitions and provide for working capital. Although we expect that cash
available from operations, combined with funds available under our $125.0
million revolving line of credit, will be sufficient to fund our operations,
debt service and capital expenditures for at least the next 12 months, our debt
service obligations could have important consequences for you as a holder of
the notes.

   Our ability to make payments on and to refinance our debt, including the
notes, and to fund planned capital expenditures will depend on our ability to
generate sufficient cash in the future. This, to some extent, is subject to
general economic, financial, competitive and other factors that are beyond our
control. We believe that, based upon current levels of operations, we will be
able to meet our debt service obligations when due. Significant assumptions
underlie this belief, including, among other things, that we will continue to
be successful in

                                      46



implementing our business strategy and that there will be no material adverse
developments in our business, liquidity or capital requirements. If our future
cash flow from operations and other capital resources are insufficient to pay
our obligations as they mature or to fund our liquidity needs, we may be forced
to reduce or delay our business activities and capital expenditures, sell
assets, obtain additional debt or equity capital or restructure or refinance
all or a portion of our debt, including the notes, on or before maturity. We
cannot assure you that we would be able to accomplish any of these alternatives
on a timely basis or on satisfactory terms, if at all. In addition, the terms
of our existing and future indebtedness, including the notes and our senior
credit facility, may limit our ability to pursue any of these alternatives. See
"Risk Factors."

Critical Accounting Policies

   Allowances for Losses on Receivables.  Management makes estimates of the
uncollectibility of its accounts and notes receivable portfolios. In
determining the adequacy of the allowances, management analyzes the value of
the collateral, customer financial statements, historical collection
experience, aging of receivables and other economic and industry factors. It is
possible that the accuracy of the estimation process could be materially
impacted by different judgments as to collectibility based on the information
considered and further deterioration of accounts.

   Closed Store Lease Commitments.  We have historically leased store sites for
sublease to qualified independent retailers, at rates that are at least as high
as the rent paid by us. We also lease store sites for our retail segment. Under
the terms of the original lease agreements, we remain primarily liable for any
commitments a retailer may no longer be financially able to satisfy as well as
those of our own stores. Should a retailer be unable to perform under the
sublease or should we close underperforming company-owned stores, we would
record a charge to earnings for the cost of the remaining term of the lease,
less any anticipated sublease income. Should the number of defaults by
sublessees or company-owned store closures increase, the remaining lease
commitments we must record could have a material adverse effect on operating
results and cash flows. See "Risk Factors--We may face credit losses as a
result of loans to independent retailers."

   Reserves for Self Insurance.  We are primarily self-insured for workers'
compensation. It is our policy to record our workers' compensation liability
based on claims filed and an estimate of claims incurred but not yet reported.
Any projection of losses concerning workers' compensation is subject to a
considerable degree of variability. Among the causes of this variability are
unpredictable external factors affecting future inflation rates, litigation
trends, legal interpretations, benefit level changes and claim settlement
patterns.

   Pension Costs.  Many of our employees are covered by noncontributory defined
benefit pension plans. We account for these costs in accordance with Statement
of Financial Accounting Standards ("SFAS") No. 87, which requires us to
calculate pension expense and liabilities using actuarial assumptions,
including a discount rate and long-term returns on assets. Actual returns on
plan assets in excess of return assumptions have, in past years, kept pension
expense and cash contributions to the plans at modest levels. Recent weaker
market performance may significantly increase pension expense and cash
contributions in the future unless asset returns again exceed the assumptions
used. Changes in the interest rates used to determine the discount rate may
also cause volatility in pension expense and cash contributions.

Effect of Inflation

   Our primary costs, inventory and labor, are affected by a number of factors
that are beyond our control, including the availability and price of
merchandise, the competitive climate and general and regional economic
conditions. As is typical of the food distribution industry, we have generally
been able to maintain gross profits by adjusting our retail prices, but
competitive conditions may from time to time render us unable to do so while
maintaining our market share.

                                      47



Recent Accounting Standards

   In June 2001, the Financial Accounting Standards Board issued SFAS No. 142,
"Goodwill and Other Intangible Assets." SFAS No. 142 requires that goodwill and
intangible assets with indefinite useful lives recorded for acquisitions
completed subsequent to June 30, 2001 no longer be amortized and the
amortization of goodwill and intangible assets with indefinite useful lives
recorded for acquisitions completed prior to June 30, 2001 cease upon adoption
of the statement. Instead, the carrying value of goodwill and intangible assets
with indefinite useful lives will be evaluated for impairment on an annual
basis. We adopted SFAS No. 142 on December 30, 2001. Amortization of goodwill
recorded by us in 2001 was $6.6 million and amortization of goodwill recorded
by us for the first quarter ended March 31, 2001 was $1.5 million. We are
currently evaluating the provisions of this statement with respect to
impairment and have not yet determined the impact on our consolidated financial
statements.

   During 2001, the Emerging Issues Task Force ("EITF") reached a consensus on
EITF 01-9, "Accounting for Consideration Given by a Vendor to a Customer or a
Reseller of the Vendor's Products." This pronouncement relates to the income
statement classification of sales incentives and will require that we classify
certain sales promotions offered to our retail customers as a reduction of net
sales (versus cost of sales as currently recorded). We adopted this
pronouncement effective December 30, 2001. Accordingly, all prior years have
been restated.

Quantitative and Qualitative Disclosures about Market Risk

   We are exposed to market risk relating to changes in interest rates relating
to our variable rate debt. We have a significant amount of debt, much of it at
floating rates. Our total debt as of June 6, 2002 is $488.9 million, of which
$250.0 million bears interest at floating rates. Our total annual interest
expense, assuming interest rates as they would have been in effect on March 30,
2002, is approximately $33 million. A 10% rise in interest rates would increase
our total annual interest expense by $1.1 million. Market risk relative to our
fixed rate debt relates to change in fair value. The potential loss in fair
value of a hypothetical 10.0% change in interest rates would not be material to
the overall fair value of the debt.

                                      48



                                   BUSINESS

   Our wholesale operations date back to 1872, when Roundy, Peckham & Dexter, a
privately owned wholesaling company, was formed. In 1952, Roundy, Peckham &
Dexter was sold to certain of its customers and the company was incorporated as
Roundy's, Inc. Through the 1970s, we continued to operate as a retailer-owned
cooperative, with food wholesaling operations largely focused in Wisconsin. In
the early 1980s, we initiated a strategic plan to grow our wholesale operations
by strategically acquiring food wholesalers both within and around Wisconsin.
We opened our first Pick 'n Save store in 1975 and built a base of
company-owned and operated retail stores throughout the 1980s and 1990s. In
2000 and 2001 we embarked on a strategy of further expanding our retail store
base through selective acquisitions. Through this strategy, we have been able
to grow our higher margin food retail business and realize synergies with our
wholesale business. We are a leading food retailer in the State of Wisconsin
and the eighth largest food wholesaler in the United States based on 2001 net
sales. We own and operate 60 retail grocery stores, of which 52 are located in
Wisconsin and eight are located elsewhere in the Midwest. We distribute a full
line of food and non-food products from nine wholesale distribution centers in
five Midwestern states and provide value-added services to approximately 800
licensee and independent retail locations in Wisconsin and throughout the
Midwest. For the 12 months ended December 29, 2001 we generated pro forma net
sales and EBITDA of $3.6 billion and $119.8 million, respectively.

   Pursuant to a share exchange agreement dated April 8, 2002, by and among
Roundy's, Inc. and RAC, we entered into a series of transactions that resulted
in Roundy's becoming a wholly owned subsidiary of RAC. RAC is owned by
investment funds controlled by Willis Stein, certain other associated
investors, and Messrs. Mariano and Karst. For more information, see "The
Acquisition."

   Our Retail Operations.  We operate our 60 company-owned retail grocery
stores primarily under the Pick 'n Save and Copps banners. The majority of our
Pick 'n Save and Copps stores are combination food and drug stores, offering
all of the products and services typically found in a traditional supermarket
as well as a pharmacy, a broad line of health and beauty care products and a
large selection of seasonal merchandise. During fiscal years 1999 to 2001, our
stores (including stores operated while under previous ownership) experienced
annual same store sales growth of 5.8%, 3.4% and 3.5%, respectively. Our retail
stores are among the industry leaders in weekly sales per store, with an
average of $496,000 in 2001, as compared to an industry average of $317,000. We
have developed successful loyalty card programs at both our Pick 'n Save and
Copps stores, with an aggregate of approximately 1.8 million cards issued to
date.

   Pick 'n Save.  In addition to our 35 company-owned stores, we also license
   the Pick 'n Save brand name to independent retailers operating 56 locations
   primarily in Wisconsin. Our Pick 'n Save banner has an estimated 40% market
   share in the metropolitan Milwaukee area and maintains leading market
   positions elsewhere in Wisconsin. Our Pick 'n Save stores are operated as
   high volume, everyday low price ("EDLP") retail grocery stores that seek to
   provide customers with the lowest tape total in their respective market. In
   our markets, this low price strategy is uniquely complemented by a broad
   assortment of high quality perishables and our focus on providing the same
   level of customer service and variety found in traditional supermarkets. For
   example, many of our Pick 'n Save stores have pharmacies, in-store banks and
   full-service deli, meat and bakery departments.

   Copps.  The majority of our Copps stores are operated as combination food
   and drug stores, with the remainder operated as traditional supermarkets. We
   believe that our Copps stores have developed a reputation within their
   markets for providing superior customer service and quality perishables.
   Additionally, our Copps stores operate under a promotion-driven pricing
   strategy through weekly advertising circulars, which is complemented by
   Copps' successful loyalty card program.

   Our Wholesale Operations.  From our nine strategically located wholesale
distribution centers located in Wisconsin (3), Indiana (2), Ohio (2), Illinois
(1) and Michigan (1), we supply over 30,000 products to approximately 800
licensee and independent retail locations. Our customer base includes
company-owned stores, licensed Pick 'n Save locations and single and
multi-location independent retailers. We are a full-service

                                      49



distributor with a broad product line that includes dry grocery, frozen food,
fresh produce, meat, dairy products, bakery goods and non-food products offered
under both national brands and private labels, including our own Roundy's and
Old Time labels. Our nine wholesale distribution centers aggregate
approximately 3.9 million square feet, approximately 80% of which we own. Based
upon 2001 annual net sales, we are the eighth largest food wholesaler in the
United States and a leading food wholesaler in the Midwest. We believe that our
annual wholesale net sales volume provides us with economies of scale and
substantial purchasing power.

Our Strengths

   Strong Regional Franchise with a Long History.  We first entered the
wholesale distribution business in 1872, and Copps began its wholesale
operations in 1892. The first Copps retail store was opened in 1946 and the
first Pick 'n Save store was introduced in 1975. Over the course of our
130-year operating history, we believe that we have developed strong ties with
the communities in which we operate, as reflected in a recent survey that found
that Milwaukee metropolitan area shoppers believed that Pick 'n Save maintains
superior community involvement. As a result of our long operating history, our
commitment to high quality service and our strong community ties, we believe
that we have developed strong customer loyalty and brand name recognition
across our Roundy's, Pick 'n Save and Copps banners.

   Leading Market Positions.  We believe we have developed a valuable and
strategically located store base, strong brand name recognition across both of
our major store banners and private labels, customer loyalty and a reputation
as a quality and service leader. A recent independent survey of customer
perceptions indicated that Pick 'n Save stores outperformed their metropolitan
Milwaukee peers with respect to overall variety, level of in-store service,
total value for the money and overall rating as the place to shop for
groceries. The Pick 'n Save banner maintains the number one market position in
Milwaukee with an estimated 40% market share in the metropolitan area, which
has a population of approximately 1.5 million. Additionally, through our Pick
'n Save and Copps banners, we maintain the number one market position in
several other large Wisconsin markets, including Madison, Appleton and Racine.

   Prime Locations with a Modern Store Base.  The majority of our stores are
situated in high traffic areas throughout Milwaukee and other attractive urban
and suburban markets. We believe that this gives us a strong position with
respect to new competitive entrants as our store base would be difficult to
replicate. According to an independent research firm, approximately 59% of
Milwaukee metropolitan area shoppers cited convenient store locations as a
reason for selecting Pick 'n Save as their primary supermarket. In addition, we
believe that maintaining a modern store base is critically important and a key
component of our focus on customer service. Approximately 79% of our stores
have been newly built or remodeled within the past five years. Going forward,
we expect to complete either a major or minor remodeling of each of our stores
every five to seven years to maintain our stores' modern appearance and our
competitive position within our markets.

   Significant Captive Revenue Stream.  We believe that we have established a
significant captive wholesale revenue stream. Approximately 69% of our
wholesale net sales in 2001 was derived from sales to (i) our company-owned
stores; (ii) our licensed Pick 'n Save locations; and (iii) independent
customers under long-term supply contracts. We believe that we have created
strong economic incentives for both our licensed customers and other customers
under supply contracts to maintain their relationship with us and maximize
their purchases from us. Our license and supply agreements typically contain
some or all of the following provisions:

  .  license of the Pick 'n Save banner;

  .  sublease of the real property and associated building;

  .  long term (current remaining average life of over five years);

  .  minimum purchase amounts;

  .  the supply of private labels that we control, including the Roundy's and
     Old Time labels;


                                      50



  .  our right of first refusal to purchase licensed Pick 'n Save locations; and

  .  other value-added services provided by us.

   Long-Standing and Diverse Customer Relationships.  Our 25 largest wholesale
customers, excluding company-owned stores, accounted for approximately 41% of
our wholesale net sales in 2001 and have been conducting business with us for
an average of 22 years. We attribute our long-standing customer relationships
to our high quality distribution system, superior customer service levels,
competitive prices and strong private label program. Additionally, we have a
diverse customer base of approximately 800 retail locations, with our largest
independent licensee or wholesale customer accounting for approximately five
percent of our wholesale operations' net sales in 2001.

   Experienced Management Team with Strong Track Record.  Robert A. Mariano,
our new Chairman, Chief Executive Officer and President, and Darren W. Karst,
our new Executive Vice President and Chief Financial Officer, both have a
significant amount of experience in the grocery business. Messrs. Mariano and
Karst are the former Chief Executive Officer and Chief Financial Officer,
respectively, of Dominick's Supermarkets, Inc. While at Dominick's, Messrs.
Mariano and Karst were successful in implementing numerous operational
initiatives that improved the financial performance of Dominick's. Such
initiatives included a substantial new store development and existing store
renovation program, improved labor productivity, increased private label
penetration and a migration of the sales mix to higher margin perishable
products. Messrs. Mariano and Karst are joining our knowledgeable and
experienced senior management team, which has an average of 16 years of
experience with us and 28 years within the industry. Messrs. Mariano and Karst
and other members of Roundy's senior management beneficially own approximately
10-12% of our fully diluted common equity.

Our Strategy

   Pursue Operational Enhancements.  We believe we have the opportunity to
enhance revenue growth and improve margins through the implementation of
selected operational enhancements. Specifically, we believe that we can
continue our recent trend of improving profit margins by:

  .  shifting our product mix towards higher margin perishable and specialty
     products;

  .  centralizing purchasing functions to further improve economic terms from
     our supplier base; and

  .  increasing sales derived from our higher margin private label programs.

   Additionally, as we pursue our growth strategy for our retail operations,
our consolidated margins are expected to benefit as our sales mix shifts
increasingly to our higher margin retail operations. We also believe there are
opportunities for us to reduce our operating expenses through a continued focus
on labor productivity, as well as the pursuit of further wholesale distribution
network efficiencies.

   Expand our Store Base.  We intend to maintain and build upon our market
leadership positions in our primary markets by selectively expanding our store
base in and around our primary market of Wisconsin. We believe we can leverage
our widely recognized Pick 'n Save banner and market leadership positions to
strategically open new stores and fill in our geographic footprint. We believe
that Wisconsin, which has a population of approximately 5.4 million, has
numerous attractive new store fill-in opportunities due to population growth
and our desire to expand our presence in selected underserved markets.

   Pursue Strategic Acquisition Opportunities.  We will continue to evaluate
and selectively pursue strategic acquisitions that complement our existing
retail operations in and around our primary market of Wisconsin. During the
past several years, we have focused our acquisition activities on (i) the
consolidation of the Pick 'n Save banner via the acquisition of licensees and
(ii) the purchase of larger chains with strong market positions within our
primary market of Wisconsin. We believe that the acquisition of licensed Pick
'n Save operators are strategically attractive, complementary transactions with
minimal integration risk, as evidenced by our

                                      51



acquisition and successful integration of 24 licensed Pick 'n Save locations in
2000. Additionally, we believe that the purchase of other retail operators in
and around Wisconsin would provide us with substantial economic benefits given
our familiarity with the market and by leveraging additional sales through our
existing wholesale distribution network and infrastructure.

Retail Operations

   We operate our company-owned retail grocery stores primarily under the Pick
'n Save and Copps banners. Over the past three years, our focus on expanding
our retail operations has led us to make selective acquisitions to increase our
store base in our markets. As a result, we have increased the number of
company-owned stores from 23 stores at the end of 1999 to our current store
base of 60 as of March 30, 2002.



                                                As of Fiscal Year
                                                    Ended,          As of
                                                ----------------- March 30,
                                                1999  2000  2001    2002
                                                ----  ----  ----  ---------
                                                      
       Pick 'n Save format stores..............  14    37    35      35
       Copps format stores.....................   9     6    26      25
                                                 --    --    --      --
          Total company-owned stores...........  23    43    61      60
                                                 ==    ==    ==      ==


   As of March 30, 2002, 52 of our stores were located in Wisconsin, with an
additional four in Michigan, two in Ohio and one each in Illinois and Indiana.
Our stores range in size from 25,900 to 131,000 square feet and average
approximately 61,000 square feet. In 2001, our stores generated average weekly
net sales of $496,000, which compares favorably to an estimated average of
$317,000 for the 50 largest supermarket operators in the United States. Also,
in 2001 our stores generated average annual sales per selling square foot of
$495, which compares favorably to an estimated average of $452 for the top 50
supermarket operators in the United States.

   We have focused on leveraging our strong brand names, high level of customer
service, high quality perishables and strategically located stores, to increase
market share. The Pick 'n Save banner maintains the number one market position
in the Milwaukee metropolitan area with an estimated 40% market share.
Additionally, through our Pick 'n Save and Copps banners, we also maintain the
number one market positions in several of Wisconsin's other large markets,
including Madison, Appleton and Racine.

   Pick 'n Save.  Our 35 Pick 'n Save format stores operate principally in
Wisconsin (31) and are operated as high volume, EDLP retail grocery stores that
seek to provide customers with the lowest tape total in their respective
market. In our markets, this low price strategy is uniquely complemented by a
broad assortment of high quality perishables and our focus on providing the
same levels of customer service and variety found in traditional supermarkets.
For example, 16 of our Pick 'n Save stores have pharmacies that are leased and
operated by Aurora Healthcare, 26 have in-store banks that are leased and
operated by third party financial institutions, and all have full-service deli,
meat and bakery departments.

   The combination of our 31 company-owned Pick 'n Save stores in Wisconsin and
the 56 licensed Pick 'n Save stores, of which 53 are located in Wisconsin,
makes Pick 'n Save the largest supermarket chain operating under a single
banner in Wisconsin both in terms of number of stores and annual sales.

   Our Pick 'n Save format stores are generally large, modern and situated in
high traffic areas. These stores follow a merchandising strategy in which we
provide superior quality perishables while maintaining everyday low prices. A
typical store features a large center section of grocery products, general
merchandise and health and beauty care products, with warehouse-style racking.
Through our "Wall of Values," we feature products offered at exceptional
values. The center section is typically bordered by specialty departments such
as dairy, produce, meat and seafood, bakery, deli, floral and liquor. All of
our Pick 'n Save format stores operate under a USDA Choice meat program, which
is augmented by a premium Black Angus program in the meat service counter. Our
Pick 'n Save format stores also carry approximately 2,250 private label
products under both our

                                      52



Roundy's and Old Time labels. During the first quarter of 2002, private labels
in our Pick 'n Save stores accounted for approximately 9.1% of our net sales.

   In 1989, our Pick 'n Save stores introduced the Advantage Plus Loyalty Card
program. Since that time, we have issued approximately 1.2 million Advantage
Plus Cards, and purchases utilizing these cards currently account for
approximately 80% of all Pick 'n Save supermarket sales. In addition to making
this card available to customers of our company-owned and licensed stores, it
is also available to customers of our independent retailers.

   Copps.  Our 25 Copps format stores operate in Wisconsin (21 stores operate
under the Copps banner) and in Michigan (four stores operate under the Orchard
Foods banner). The majority of our Copps stores operate as combination food and
drug stores, with the remainder operating as traditional supermarkets. We
believe that our Copps stores have developed a reputation within their
respective markets for providing superior customer service and high quality
perishables. In addition, our Copps stores operate under a promotion-driven
pricing strategy through weekly advertising circulars. This strategy is
complemented by a successful loyalty card program that has issued approximately
550,000 cards since its introduction in 1997.

   A typical Copps store consists of a center section featuring dry grocery
products (including frozen foods), general merchandise and health and beauty
care products. This center section is bordered by specialty departments that
are carefully managed with respect to product presentation, size, decor and
appearance. The peripheral areas typically include produce (with a nearby
natural foods section), meat and seafood, bakery, deli, dairy, liquor and video
departments. Like our Pick 'n Save stores, our Copps stores operate under a
USDA Choice meat program, which is augmented by a premium Black Angus program
in the meat service counter.

   Our Copps stores seek to be service leaders in their given markets with a
broad range of high quality products. In addition, we attempt to differentiate
our Copps stores from their competitors by providing an extensive range of
services and an upscale ambience. For example, 12 of our Copps stores have
full-service pharmacies operated by Aurora Healthcare, six stores in Wisconsin
have adjacent fuel centers and most stores have ATM machines and/or in-store
banks.

   Other Retail Formats.  In addition to the 60 retail grocery stores we
operate, we also own and operate eight fuel centers in Wisconsin that are
adjacent to our stores. These fuel centers operate primarily under the banner
"Qwik Stop," and generated annual net sales of approximately $13.7 million for
the year ended December 29, 2001.

Wholesale Operations

   Our wholesale operations sell and distribute a broad range of food and
non-food products to (i) our company-owned retail stores; (ii) licensed Pick 'n
Save locations; and (iii) independent food retailers located principally in
Wisconsin and elsewhere in the Midwest.

   Customers Served.  Our wholesale segment distributes to (i) 60 company-owned
stores; (ii) 56 licensed Pick 'n Save stores; and (iii) approximately 730
independent retail locations. We are the primary supplier for all of our
company-owned stores and licensed Pick 'n Save stores and we believe that the
majority of our independent retailers also use us as their primary supplier.
The following chart illustrates the percentage of our wholesale net sales sold
to each of our customer groups:



                                         Fiscal Year Ended,   Three Months
                                        -------------------  Ended March 30,
              Customer Type              1999   2000   2001       2002
              -------------             -----  -----  -----  ---------------
                                                 
    Company-owned stores...............   8.3%  22.0%  29.5%       31.9%
    Licensed Pick 'n Save stores.......  37.6   22.6   22.8        22.9
    Independent retailers..............  54.1   55.4   47.7        45.2
                                        -----  -----  -----       -----
       Total........................... 100.0% 100.0% 100.0%      100.0%
                                        =====  =====  =====       =====


                                      53



   We believe we have a balanced customer base that ranges from small
convenience store operators to large, modern superstores. The majority of our
customers are independent, conventional food retailers operating one or more
stores. As of March 30, 2002, approximately 140 of our customers operated more
than one retail food store, with the largest independent customer operating 36
retail food stores. However, on an aggregate dollar basis, the majority of our
net sales are derived from sales to our company-owned stores and to licensed
Pick 'n Save stores. We believe that this diversification of our wholesale
customer base provides us with a wholesale revenue stream that is not dependent
upon any single customer or group of customers. In addition, we believe we have
been successful at building long-term relationships with our broad base of
customers. In 2001, our largest independent customer accounted for
approximately five percent of our wholesale net sales. Our 25 largest wholesale
customers, excluding company-owned stores, accounted for approximately 41% of
our wholesale net sales in 2001 and they have been customers of ours for an
average of approximately 22 years.

   We have long-term license and supply contracts in place with 196 of the
retail locations that we serve, which corresponds to approximately $1.1
billion, or 39% of our total wholesale net sales for 2001. These license and
supply contracts contain numerous provisions that serve to strengthen our
customer relationships, including, in many cases, (i) license of the Pick 'n
Save banner; (ii) sublease of the real property and associated buildings; (iii)
long term (current remaining average duration of over five years); (iv) minimum
purchase amounts; (v) the supply of private labels that we control, including
the Roundy's and Old Time labels; (vi) our right of first refusal to purchase
licensed Pick 'n Save locations; and (vii) other value-added services provided
by us. As a result of the license and supply agreements that we have in place
with our customers, we believe that we have created strong economic incentives
for both our licensed customers and our other independent customers under
supply contracts to maintain their relationship with us and to maximize their
purchases from us.

   Licensees.  In addition to our company-owned stores, we also license the
Pick 'n Save brand name to 56 independent retail stores located primarily in
Wisconsin. Under the terms of each licensing agreement, we allow the licensees
to use the Pick 'n Save banner free of charge in exchange for entering into
supply agreements in which the licensees agree to purchase a majority of their
product requirements from us.

   Products.  We offer customers over 30,000 products across seven different
product categories, including dry grocery, frozen food, fresh produce, meat,
dairy products, bakery goods and non-food products. We sell most nationally
advertised brands as well as numerous products under our private and controlled
labels.

   Private Labels.  Our private and controlled labels include Roundy's, Old
Time, Shurfine, IGA and Buyers' Choice. We developed the Roundy's brand private
label in the late 1800s, and today, the label consists of over 2,000 items. We
attempt to position these items as being of equal or better value than the
comparable branded product, but offered at a lower price. We also own the Old
Time brand which consists of approximately 250 items and is positioned as a
value alternative to the Roundy's brand. Roundy's and Old Time are the primary
private labels in both the Pick 'n Save format stores and substantially all of
our independent retail customers' stores. IGA is the primary private label in
our Copps format stores.

   Procurement.  We believe that we have developed economies of scale and
substantial purchasing power with respect to our suppliers through our annual
wholesale net sales volume of approximately $3.0 billion. We believe that our
ability to procure products at the best available prices provides us with a
competitive advantage by allowing us to sell our merchandise to customers at
competitive prices.

   We conduct product procurement at both the corporate and divisional levels
depending on the type of product. Branded products are typically procured at
the divisional level, based on local market demand/preferences. Certain
products such as milk, bread, spices, ice cream and certain meats, as well as
private label products, are purchased centrally at the corporate level. We
believe that further centralization of the procurement functions at the
corporate level will enable us to obtain more favorable economic terms from our
suppliers.

   We purchase products from numerous vendors, with no vendor representing more
than approximately 9% of total purchases in 2001.

                                      54



   Distribution Network.  We conduct our wholesale operations through nine
distribution centers aggregating approximately 3.9 million square feet,
approximately 80% of which we own. Our distribution centers are located in
Wisconsin (3), Indiana (2), Ohio (2), Illinois (1) and Michigan (1). On
average, our distribution centers serve a geographic radius of approximately
250 miles and our average customers are within 105 miles of the primary
distribution center serving them. Our distribution network is supported by a
modern fleet of 278 tractors, 791 trailers and 15 delivery trucks. The average
age of our tractors and trailers is four years and seven years, respectively.
We are currently planning to close our Muskegon, Michigan wholesale facility
and consolidate the operations of that facility with those of our Westville,
Indiana wholesale facility.

   We have invested approximately $49 million since 1998 in our distribution
network, including installing new standardized systems at all facilities and
performing numerous enhancements and expansions of existing warehouses.

   Value-Added Services.  In an effort to both help our customers compete more
effectively and to enhance and solidify our relationships with our customers,
we offer a host of value-added services to Pick 'n Save licensees and our
independent customers. These services include market analysis, business
development, accounting and inventory control and retail training. Some of
these services are handled by regional retail counselors and merchandising
specialists we employ. Their responsibilities include (i) analyzing and
recommending store facilities and equipment; (ii) developing programs and
objectives for establishing efficient methods and procedures for receipt,
handling, processing, checkout and other operations; (iii) informing customers
about the latest industry trends; and (iv) assisting and dealing with
customers' training needs.

   Capital Investment in Customers.  As part of the value-added services we
offer to retailers, we occasionally lease equipment to retailers and provide
capital to qualified customers through secured loans, becoming primarily or
secondarily obligated under store leases. In making credit and investment
decisions, we consider many factors, including estimated return on capital and
assumed risks and benefits (including our ability to secure long-term supply
contracts with these customers).

  .  Secured Loans and Lease Guarantees.  We selectively make loans to
     customers for store expansions or improvements. We have a corporate
     finance committee that carefully analyzes each loan application according
     to strict written standards. These loans are typically secured by
     inventory and store fixtures, have personal guarantees, bear interest at
     rates above the prime rate and are for terms of five to seven years. As of
     March 30, 2002, we had $9.4 million of outstanding secured loans to Pick
     'n Save licensees and independent customers. In addition, we occasionally
     guarantee loans and lease obligations for certain of our customers. At
     March 30, 2002 the total amount of outstanding loan and lease guarantees
     was $1.2 million.

  .  Store and Equipment Leases.  On an individual basis, we occasionally
     sublease store sites and equipment to qualified customers, generally at a
     premium to our cost of the primary lease. This enables these customers to
     be more economically competitive with larger grocery store chains and
     allows them to bid on store sites at favorable rates. In exchange, we
     receive tangible benefits from these activities as we require customers to
     direct a majority of their purchasing activities to our wholesale
     operations during the term of the sublease, and we gain a right of first
     refusal on the store in the event it is sold. In fiscal 1999, 2000 and
     2001, we received aggregate sublease rentals of $23.3 million, $23.3
     million and $21.8 million, respectively, from a diverse group of licensed
     Pick 'n Save licensees and independent customers.

Competition

   The grocery industry, including the wholesale food distribution business, is
a competitive market. In order to compete effectively, we must have the ability
to meet fluctuating competitive market prices, provide a wide range of
perishable and nonperishable products, make prompt and efficient delivery and
provide the related services which are required by modern supermarket
operations.

   We compete with a number of local and regional grocery wholesalers and with
a number of major businesses, which market their products directly to
retailers, including companies having greater financial

                                      55



resources than us. Our wholesale customers and our company-owned stores also
compete at the retail level with several chain store organizations, which also
have integrated wholesale and retail operations. Our competitors range from
small local businesses to large national businesses. Our success is in large
part dependent upon the ability of our company-owned retail stores and
wholesale customers to compete with larger grocery store chains.

   In competing for customers, emphasis is placed on high quality and a wide
assortment of products, low service fees and reliability of scheduled
deliveries. We believe that the range and quality of other business services
provided to retail store customers by the wholesaler are increasingly important
factors, and that success in the wholesale food industry is dependent upon the
success of our customers who are also engaged in a competitive, low profit
margin industry.

Facilities

   Our principal executive offices are located in Pewaukee, Wisconsin, on a
seven-acre site which we own.

   Our wholesale activities are conducted by us from the following warehouses:



                         Approximate
                           Square    Type of
Location                   Footage   Interest         Products Distributed
- --------                 ----------- -------- -------------------------------------
                                     
Wauwatosa, Wisconsin       745,000    Owned   All product lines, except non-food
                           310,000    Leased  products
Mazomanie, Wisconsin       225,000    Leased  Dry groceries and non-food products
Stevens Point, Wisconsin   446,000    Owned   All product lines, except non-food
                                              products
Westville, Indiana         683,000    Owned   All product lines, except non-food
                                              products
Lima, Ohio                 515,000    Owned   All product lines, except produce and
                           118,000    Leased  non-food products
Eldorado, Illinois         384,000    Owned   Dry grocery products
Evansville, Indiana        136,000    Owned   Frozen food, meat and dairy products
Van Wert, Ohio             122,000    Leased  Non-food products
Muskegon, Michigan (1)     215,000     Owned  All product lines, except produce,
                                              frozen foods, and non-food products

- --------
(1)This location will be closed in 2002, and all operations will be transferred
   to our Westville, Indiana facility.

   In addition to the above, as of March 30, 2002, we operated 60 retail
grocery stores, ranging from 25,900 to 131,000 square feet. These facilities
are primarily occupied by us under leases with primary terms ending from 2003
to 2020.

   We believe our current properties are well maintained and, in general, are
adequately sized to house existing operations. All of our owned properties are
subject to liens under our senior credit facility.

Employees and Labor

   As of March 30, 2002, we had 13,451 employees, including 7,275 full-time
employees and 6,176 part-time employees. The following table illustrates the
approximate allocation of our employees by functional area as of March 30, 2002:



                                                   No. of   % of
             Area                                 Employees Total
             ----                                 --------- -----
                                                      
             Executive, administrative & clerical   1,414    10.5%
             Warehouse, processing & drivers.....   1,651    12.3
             Retail operations...................   4,210    31.3
             Part-time employees in all areas....   6,176    45.9
                                                   ------   -----
                Total............................  13,451   100.0%
                                                   ======   =====


                                      56



   Approximately 36% of our employees are covered by 25 collective bargaining
agreements (typically having 3 to 5 year terms) negotiated with 9 different
local unions. During 2002, seven contracts, covering 1,283 employees, or
approximately 14% of our unionized workforce, will expire. We do not anticipate
any difficulty in renegotiating these contracts. We believe that our
relationships with our employees are good.

Management Information Systems

   We maintain state-of-the-art management information systems in order to
realize greater operating efficiencies and customer service and minimize our
cost of operations. We believe that the installation of buying, inventory
tracking and receiving systems has resulted in significant cost savings.

   We operate a centralized financial reporting system that automatically pulls
general ledger, accounts payable, fixed assets and payroll data from each of
our nine divisions. We have also installed an accounts payable, purchasing and
receiving system in our divisions that quickly reconciles these accounts and
eliminates duplicative paper work.

   We have installed state-of-the-art inventory tracking systems in each of our
divisions. Through the use of bar codes, we can monitor and control the flow of
inventory in our warehouses from delivery to dispatch. While in the warehouse,
the system can identify both the location and quantity of inventory and can
formulate the most efficient route for the product to be pulled to fill a
customer order. As a result of the implementation of these systems, we have
reduced warehouse shrinkage, inventory spoilage and delivery scratch rates,
which has helped to increase overall profitability.

Trade Names, Service Marks and Trademarks

   We use a variety of trade names, service marks and trademarks. We own the
Pick 'n Save name and license it to retailers operating 56 stores. These
licensees pay no licensing fees and substantially all have executed a license
and supply agreement which requires them to purchase the majority of their
products from us. We also have trademarks, registered or otherwise, including
Roundy's, Pick 'n Save, Copps, Old Time and Buyers' Choice, which we use in the
ordinary course of business.

Governmental Regulation

   We are subject to regulation by a variety of governmental agencies,
including, but not limited to the U.S. Food and Drug Administration, the U.S.
Department of Agriculture and state and local health departments and other
agencies.

   As a result of the Transactions we are required to transfer certain permits
and licenses related to our business. Among the licenses which we are required
to transfer are licenses relating to the sale of alcoholic beverages in our
stores. We believe that we should be able to obtain appropriate consents and
approvals for the transfer of all of our liquor and other licenses.

Environmental Regulation

   We are subject to increasingly stringent federal, state and local laws,
regulations and ordinances that (i) govern activities or operations that may
have adverse environmental effects, such as discharges to air and water, as
well as handling and disposal practices for solid and hazardous wastes and (ii)
impose liability for the costs of cleaning up, and certain damages resulting
from, sites of past spills, disposals or other releases of hazardous materials.
In particular, under applicable environmental laws, we may be responsible for
remediation of environmental conditions and may be subject to associated
liabilities (including liabilities resulting from lawsuits brought by private
litigants) relating to our facilities and the land on which our facilities are
situated, regardless of whether we lease or own the facilities or land in
question and regardless of whether such environmental

                                      57



conditions were created by us or by a prior owner or tenant. Although we
typically conduct a limited environmental review prior to acquiring or leasing
new facilities or undeveloped land, there can be no assurance that known or
unknown environmental conditions relating to prior, existing or future facility
sites or our activities or the activities of our predecessor in interest will
not have a material adverse effect on us. It is difficult to predict future
environmental costs as the costs of environmental compliance vary significantly
depending on the extent, source and location of the contamination, geological
and hydrological conditions, available reimbursement by state agencies, the
enforcement policies of regulatory agencies and other factors.

Legal Proceedings

   We are a party to various litigation, claims and disputes, some of which are
for substantial amounts, arising in the ordinary course of our business. While
the ultimate effect of such actions cannot be predicted with certainty, we
expect that the outcome of these matters will not result in a material adverse
effect on our business, financial condition or results of operations.

   We are involved in litigation with a former officer and employee of Roundy's
stemming from the termination of such employee's employment in 2001. We do not
believe the claims in this suit have any merit, and we have vigorously
contested them and will continue to do so. The same individual has also
threatened to bring other legal actions against us and/or our officers. Our
Board of Directors has evaluated these claims, and on the basis of that
evaluation has concluded that there is no factual basis to support them. If
such litigation is commenced, we intend to defend it vigorously. While we do
not believe that this pending or threatened litigation will result in any
material liability on our part, there can be no assurance to that effect.

                                      58



                                  MANAGEMENT

Directors and Executive Officers

   The executive officers and directors of Roundy's are as follows:



         Name               Age     Position(s) held with Roundy's
         ----               --- ---------------------------------------
                          
         Robert A. Mariano. 52  Chairman of the Board, Chief Executive
                                Officer and President; Director
         Darren W. Karst... 42  Executive Vice President and Chief
                                Financial Officer
         Londell J. Behm... 51  Vice President, Advertising
         Ralph D. Beketic.. 55  Vice President, Wholesale
         David C. Busch.... 53  Vice President, Administration
         Gary L. Fryda..... 49  Vice President, Corporate Retail
         Larry Goddard..... 47  Vice President, Management Information
                                Systems
         Edward G. Kitz.... 48  Vice President, Secretary and Treasurer
         John E. Paterson.. 54  Vice President, Distribution
         Michael J. Schmitt 53  Vice President, Sales and Development
         Marion H. Sullivan 55  Vice President, Marketing
         Mark P. Michaels.. 42  Director
         Avy H. Stein...... 47  Director


   Robert A. Mariano is the Chairman of the Board, Chief Executive Officer,
President and a director of RAC and Roundy's. Mr. Mariano served as the
President and a Director of Dominick's Supermarkets, Inc. from March 1995 and
Chief Executive Officer from January 1996 until Dominick's sale to Safeway Inc.
in 1998. Mr. Mariano also served as Chief Operating Officer of Dominick's from
March 1995 until January 1996. Mr. Mariano joined Dominick's in 1972.

   Darren W. Karst is the Executive Vice President and Chief Financial Officer
of RAC and Roundy's. From 2000 to 2002, Mr. Karst served as Executive Vice
President and Chief Financial Officer of Alliance Entertainment Corp., a
distributor of music and video products. Mr. Karst served as Executive Vice
President, Finance and Administration of Dominick's from March 1996, and Senior
Vice President, Chief Financial Officer, Secretary and a Director from March
1995 until its sale in 1998. From 1991 to 2002, Mr. Karst was a partner at The
Yucaipa Companies.

   Londell J. Behm has served as Vice President of Advertising since 1988. Mr.
Behm joined Roundy's in 1982 as the Advertising Manager and served as the
Corporate Director of Advertising in 1987. Prior to joining Roundy's in 1982,
Mr. Behm was the Advertising Manager at United Foods, a food wholesale
distribution company, from 1972 to 1982.

   Ralph D. Beketic has served as Vice President of Wholesale since 1996. Mr.
Beketic joined Roundy's in 1991 as Vice President of Sales for the Milwaukee
Division and served as President of Roundy's Wisconsin Region from 1993 to
1996. Prior to joining Roundy's in 1991, Mr. Beketic maintained several
managerial positions with The Fleming Companies, Inc., a grocery wholesale and
retail company, including Director of Warehouse Stores, Sales and Retail
Operations Manager and Non-Foods Operations Manager. Prior to joining The
Fleming Companies in 1981, Mr. Beketic spent 19 years in various positions with
Safeway Inc.

   David C. Busch has served as Vice President of Administration since 1993.
Mr. Busch joined Roundy's in 1988 as Director of Human Resources and was
promoted to Vice President in 1990. Prior to joining Roundy's, Mr. Busch was
Vice President of Human Resources for Service Merchandise Company in 1988 and
Director of Human Resources for Malone & Hyde, Inc., a food wholesale
distribution company, from 1983 to 1987.

                                      59



   Gary L. Fryda has served as Vice President of Corporate Retail since 2000.
From 1987 to 2000, Mr. Fryda served as the President and Chief Executive
Officer of Mega Marts, Inc., which was acquired by Roundy's in March 2000. From
1986 to 1987, Mr. Fryda worked for Cardinal Foods, a grocery wholesale and
retail company, initially as Vice President and Chief Operating Officer of
Cardinal's retail division and later as President of the retail division. From
1977 to 1986, Mr. Fryda served in managerial roles with Roundy's, including
Executive Vice President and Chief Operating Officer of Pick 'n Save stores and
Vice President of Pick 'n Save stores.

   Larry Goddard has served as Vice President of Management Information Systems
since 2001 and served as Director of Technical Support and Operations from 1998
to 2001. Mr. Goddard was the Vice President of Sales at Allen Systems Group, a
software development and marketing company, from 1996 to 1997 and held various
positions with Canada Trust from 1980 to 1996, most recently as an Assistant
Vice President of MIS.

   Edward G. Kitz has served as Vice President, Secretary and Treasurer of
Roundy's since 1995. Mr. Kitz joined Roundy's in 1980 as the Corporate
Controller and was promoted to Vice President in 1985. In 1989, Mr. Kitz
assumed the additional responsibilities of Treasurer. Prior to joining
Roundy's, Mr. Kitz was with Deloitte & Touche LLP.

   John E. Paterson has served as Vice President of Distribution since 1997.
Mr. Paterson joined Roundy's in 1993 as the Vice President of Distribution,
Milwaukee Division. Prior to joining Roundy's in 1993, Mr. Paterson was the
Vice President of Distribution at SuperValu, Inc. from 1990 to 1993.

   Michael J. Schmitt has served as Vice President of Sales and Development
since 1994. Prior to this position, Mr. Schmitt was the Vice President, North
Central Region from 1992 to 1994 and General Manager, Milwaukee Division from
1990 to 1991. Mr. Schmitt joined Roundy's in 1977.

   Marion H. Sullivan has served as Vice President of Marketing since 1989.
Prior to this, Mr. Sullivan served as President of the Pick 'n Save retail
chain of stores from 1987 to 1989. Prior to joining Roundy's in 1987, Mr.
Sullivan was Director of Warehouse Store Operations for Wisconsin at Godfrey
Company, a grocery wholesale and retail company, from 1982 to 1987. He was also
previously employed at Supermarket Interstate, a grocery wholesale and retail
company, Wetterau, a grocery wholesale and retail company, and Nash Finch
Company, a grocery wholesale and retail company, for 13 years.

   Mark P. Michaels is a director of RAC and Roundy's. Mr. Michaels has served
as a Managing Director of Willis Stein & Partners L.P. since 2000. From 1997 to
2000, Mr. Michaels was a Principal at DLJ Merchant Banking Partners. From 1987
to 1997, Mr. Michaels was a consultant at McKinsey & Company, Inc.

   Avy H. Stein is a director of RAC and Roundy's. Mr. Stein is a Managing
Director of Willis Stein & Partners L.P. Prior to the formation of Willis Stein
in 1994, Mr. Stein served as a Managing Director of CIVC Partners from 1989 to
1994. From 1984 to 1985, Mr. Stein was President of Cook Energy Corporation and
Vice President of Corporate Planning and Legal Affairs at Cook International,
Inc. From 1980 through 1983, Mr. Stein was an attorney with Kirkland & Ellis.
Mr. Stein has also served as a special consultant for mergers and acquisitions
to the Chief Executive Officer of NL Industries, Inc. and as the Chief
Executive Officer of Regent Corporation. He currently serves as a Director of
several companies, including Ziff Davis Media, Inc., CTN Media Group Inc.,
Racing Champions Corporation, Tremont Corporation and other Willis Stein
portfolio companies.

   Except as described herein, there are no arrangements or understandings
between any executive officer and any other person pursuant to which that
person was elected or appointed to his position.

   Our Board of Directors has the power to appoint officers. Each officer will
hold office for the term determined by our Board of Directors and until such
person's successor is chosen and qualified or until such person's death,
resignation or removal. Our Board of Directors currently has no standing
committees, although it may create committees.

                                      60



Executive Agreements

   Robert Mariano.  In connection with the Transactions, we entered into an
Executive Agreement with Mr. Mariano, which governs the terms of Mr. Mariano's
employment with us.

   In his Executive Agreement, Mr. Mariano agreed to serve as our Chairman of
the Board, Chief Executive Officer and President until he resigns or until we
terminate his employment. While employed by us, Mr. Mariano will receive an
annual base salary of $600,000, subject to increase by our Board of Directors.
Mr. Mariano is also eligible for a bonus of up to 100% of his base salary based
upon the achievement of certain financial goals. In addition, he is entitled to
customary benefits for which senior executives of Roundy's are generally
eligible.

   Mr. Mariano's employment will continue until his death or incapacity,
termination by us, with or without cause, or his resignation for any reason.
His Executive Agreement provides for an initial term of employment of five
years. If Mr. Mariano's employment is terminated by us prior to that time
without cause, or if he resigns with good reason (each as defined in the
Executive Agreement), he will be entitled to one year of his base salary and
employee benefits through the first anniversary of his termination.

   Mr. Mariano's Executive Agreement also contains customary noncompetition
provisions.

   Mr. Mariano's Executive Agreement also provides for the purchase by him of
shares of RAC common stock in exchange for a promissory note. The RAC common
stock he purchased under the Executive Agreement is subject to time vesting
provisions, which will vest ratably over a five year period. Mr. Mariano also
purchased additional shares of RAC common and preferred stock for cash on
generally the same terms and conditions as Willis Stein.

   Darren W. Karst.  Mr. Karst entered into an Executive Agreement on
substantially similar terms to those contained in Mr. Mariano's Executive
Agreement, except that his base salary is $450,000.

   Gary L. Fryda.  Roundy's has an employment agreement with Gary L. Fryda,
which expires on April 1, 2005. The agreement requires Mr. Fryda to perform
certain services for Roundy's as Vice President of Corporate Retail and
provides Mr. Fryda with an annual salary of $332,500 for the term of the
agreement. Mr. Fryda is also entitled to participate in certain employee
benefit programs, which we make generally available to our executives from time
to time. During the employment period and for a period of two years after
termination of employment (under certain circumstances), Mr. Fryda agrees not
to compete with Roundy's based on certain terms described in the agreement.

                                      61



Historical Compensation

   The following table shows the compensation for the past three years of our
former Chief Executive Officer and Chief Financial Officer and our next four
most highly compensated executive officers performing policy making functions
for Roundy's, including the Chief Executive Officer (the "named executive
officers"):



                                                                   Long-Term
                                                                  Compensation
                                                                  ------------
                                                                   Securities
                 Name and                        Salary            Underlying     All Other
            Principal Position             Year  (1)(2)   Bonus     Options    Compensation (3)
            ------------------             ---- -------- -------- ------------ ----------------
                                                                
Gerald F. Lestina (4)..................... 2001 $500,000 $188,125      --          $161,165
 Former President and Chief Executive      2000  475,000  166,250      --            21,522
 Officer                                   1999  410,231  126,646      --            16,101
Robert D. Ranus (4)....................... 2001  250,000   94,063      --            82,276
 Former Vice President and Chief Financial 2000  240,000   84,000      --            12,933
 Officer                                   1999  232,500   69,283      --            11,961
Gary L. Fryda (5)......................... 2001  332,500       --      --             6,440
 Vice President of Corporate Retail        2000  249,375       --      --             3,202
                                           1999       --       --      --                --
Ralph D. Beketic.......................... 2001  225,000   84,656      --            81,339
 Vice President--Wholesale                 2000  210,000   73,500      --            19,104
                                           1999  195,077   59,598      --            15,391
Marion H. Sullivan........................ 2001  200,000   75,250      --            66,921
 Vice President of Marketing               2000  190,000   66,500      --            11,970
                                           1999  180,000   53,638      --            10,991
Michael J. Schmitt........................ 2001  200,000   75,250      --            66,600
 Vice President--Sales and Development     2000  190,000   66,500      --            11,768
                                           1999  172,616   53,638      --             9,298

- --------
(1)Includes amounts (if any) deferred pursuant to Roundy's Deferred
   Compensation Plan.
(2)Pursuant to applicable SEC regulations, perquisites and other personal
   benefits are omitted because they did not exceed the lesser of either
   $50,000 or 10% of the total of salary and bonus.
(3)The amounts shown in this column include the following:



                                                                       Roundy's, Inc.
                               Term Life     Roundy's       Deferred   2001 Incentive
                               Insurance Contributions to Compensation  Compensation
          Name            Year Premiums    401(k) Plans     Plan (a)      Plan (b)
          ----            ---- --------- ---------------- ------------ --------------
                                                        
Gerald F. Lestina........ 2001  $ 7,802       $5,250        $12,974       $135,139
                          2000    8,395        4,500          8,627             --
                          1999    7,625        5,000          3,476             --
Robert D. Ranus.......... 2001    8,195        5,250          1,262         67,569
                          2000    6,820        5,250            863             --
                          1999    6,613        5,000            348             --
Gary L. Fryda............ 2001      976        5,250            214             --
                          2000    1,092        2,110             --             --
                          1999       --           --             --             --
Ralph D. Beketic......... 2001    8,994        5,141          6,272         60,932
                          2000   10,451        4,500          4,153             --
                          1999    9,419        4,450          1,522             --
Marion H. Sullivan....... 2001    6,004        4,500          2,293         54,124
                          2000    5,815        4,500          1,655             --
                          1999    5,844        4,452            695             --
Michael J. Schmitt....... 2001    3,099        5,250          4,127         54,124
                          2000    3,501        5,100          3,167             --
                          1999    3,329        4,579          1,390             --

   -----
      (a)Estimated above-market portion of interest accrued on amounts deferred
         under the Roundy's Deferred Compensation Plan. See "Deferred
         Compensation Plan" below.
      (b)Dollar value of Awards under the Roundy's, Inc. 2001 Incentive
         Compensation Plan for 2001 only.
(4)Messrs. Lestina and Ranus resigned in connection with the Transactions.
(5)Mr. Fryda's employment with Roundy's began April 1, 2000.

                                      62



Life Insurance

   Each of the executive officers of Roundy's are covered by $250,000 of
executive equity life insurance. In addition, executives are covered by a group
life carve-out plan in the amount of three times salary, which is in lieu of
the group term life insurance provided to substantially all nonunion employees
under a Roundy's-sponsored plan. In addition, the executive officers of
Roundy's are covered by an executive disability income insurance wrap-around
plan which is in addition to the disability income insurance provided to
substantially all nonunion employees under a Roundy's-sponsored plan.

Change in Control

   Roundy's has deferred compensation agreements with certain executive
officers, including Messrs. Beketic, Sullivan and Schmitt. These agreements
provide generally that Roundy's will pay to the employee a deferred
compensation amount, if at any time within three years after the occurrence of
a change in control the employee's employment is terminated by Roundy's, other
than for good cause, or upon the employee's voluntary termination of employment
for "good reason." If the termination date occurs within two years after the
date on which a change in control occurs, the deferred compensation amount will
be equal to their "monthly benefit amount" times 24. If the termination date
occurs more than two years, but not more than three years, after the date on
which a change in control occurs, the deferred compensation amount will be
equal to the monthly benefit amount times 24 minus the number of calendar
months between the date two years after the date on which a change of control
occurs and the termination date. The monthly benefit amount is equal to  1/12
of the employee's annual base salary. If the employee becomes entitled to the
payment of a deferred compensation amount, we will continue to provide to the
employee those health and life insurance benefits to which the employee was
entitled as of the termination date for a similar period. The Transactions
constituted a change in control under these agreements. Under the terms of the
share exchange agreement, the Transactions constitute "good reason."

Deferred Compensation Plan

   Roundy's maintains a deferred compensation plan, applicable to officers who
have been elected by the Board of Directors to assist those officers in
deferring income until their retirement, death or other termination of
employment. The plan participants may make deferral commitments that are not
less than $10,000 over a period of not more than seven years and not less than
$2,000 in any one year. The aggregate annual deferral may not exceed $100,000
per calendar year for all participants combined unless the Board of Directors
approves an amount in excess of that limit. For 2001, the Board of Directors
approved an annual deferral of $276,000. Monthly interest is credited to each
participant's account based on the Moody's Long Term Bond Rate in effect on
January 1 of each year plus 2%. Upon death of a participant prior to
termination of employment and before any periodic payments have started,
Roundy's will pay to the participant's designated beneficiary a pre-retirement
death benefit equal to five times the total aggregate deferral commitment of
the participant payable in equal annual installments over a 10 year period.
Roundy's has purchased life insurance policies on the lives of the participants
to fund its liabilities under the plan. We established a trust to hold assets
to be used to pay benefits under the deferred compensation plan, however, the
rights of any particular beneficiary or estate to benefits under the deferred
compensation plan are solely those of an unsecured creditor of Roundy's.

Board of Directors Compensation

   Directors who are employees of Roundy's or affiliates of Willis Stein
receive no fees for serving as directors.

                                      63



Option/SAR Exercises

   The following table provides information on the named executive officers'
option and SAR exercises in 2001 and the value of unexercised options at
December 29, 2001.



                                                                               Value ($) of Unexercised
                                                       Number of Unexercised         In-The-Money
                                 Shares                     (A) Options               (A) Options
                                Acquired                     (B) SARs                  (B) SARs
                               on Exercise                  at 12/29/01             at 12/29/01 (1)
                               (A) Options Value ($) ------------------------- -------------------------
            Name                (B) SARs   Realized  Exercisable Unexercisable Exercisable Unexercisable
            ----               ----------- --------- ----------- ------------- ----------- -------------
                                                                         
Gerald F. Lestina.............     (A)--      --       21,500         --        2,104,725       --
                                   (B)--      --           --         --               --       --

Robert D. Ranus...............     (A)--      --       10,500         --        1,179,425       --
                                   (B)--      --           --         --               --       --

Gary L. Fryda.................     (A)--      --           --         --               --       --
                                   (B)--      --           --         --               --       --

Ralph D. Beketic..............     (A)--      --        2,000         --          194,925       --
                                   (B)--      --        2,000         --          207,225       --

Marion H. Sullivan............     (A)--      --        1,500         --          172,825       --
                                   (B)--      --        2,500         --          271,775       --

Michael J. Schmitt............     (A)--      --        3,500         --          383,025       --
                                   (B)--      --        1,500         --          172,825       --

- --------
(1)Based upon the $170.20 book value of Roundy's, Inc. Common Stock on December
   29, 2001. Had the Transactions been consummated on March 30, 2002, the value
   of Roundy's common stock would have been approximately $477.00 per share.

   All such options were paid or cancelled in connection with the Transactions.

Retirement Plan

   Benefits under the Roundy's retirement plan are, in general, an amount equal
to 50% of average compensation minus 50% of the participant's primary Social
Security benefit; provided, however, that if the employee has fewer than 25
years of credited service, the monthly amount so determined is multiplied by a
fraction, the numerator of which is the years of credited service and the
denominator of which is 25. In addition, if credited service is greater than 25
years, the benefit is increased by one percent of average compensation for each
year of credited service in excess of 25 years to a maximum of 10 additional
years.

   The following table shows the estimated annual pensions (before deduction of
the Social Security offset described above) that persons in specified
categories would have received if they had retired on December 29, 2001, at the
age of 65:



      Average Annual
       Compensation
     During Last Five  Annual Pension After Specified Years of Credited Service
    Completed Calendar -----------------------------------------------------
          Years        10 Years    15 years 20 Years 25 Years 30 Years 35 Years
    ------------------ --------    -------- -------- -------- -------- --------
                                                     
        $100,000       $20,000     $30,000  $40,000  $ 50,000 $ 55,000 $ 60,000
         125,000        25,000      37,500   50,000    62,500   68,800   75,000
         160,000        30,000      45,000   60,000    75,000   82,500   90,000
         175,000        32,700      49,100   65,500    81,800   90,000   98,200
         200,000        32,800      49,200   65,600    82,000   90,200   98,400
         225,000        32,800      49,200   65,600    82,000   90,200   98,400
         250,000        33,000      49,900   66,900    83,800   92,500  101,100
         300,000        34,400      54,700   75,000    95,300  107,400  118,700
         400,000        35,000      56,900   78,900   100,800  114,500  127,100
         450,000        35,000      56,900   79,900   100,800  114,500  127,100
         500,000        35,000      56,900   78,900   100,800  114,500  127,100


                                      64



   All of the named executive officers are covered by the Roundy's retirement
plan. Their average annual compensation would be the combined amount listed
under salary and bonus shown in the Summary Compensation Table. The estimated
credited years of service for each of the named executive officers is as
follows: Mr. Mariano--0 years; Mr. Karst--0 years; Mr. Beketic--11 years; Mr.
Fryda--12 years; Mr. Sullivan--14 years; Mr. Ranus--15 years; Mr. Schmitt--24
years; and Mr. Lestina--32 years.

Supplemental Plan

   Messrs. Lestina, Ranus, Beketic and Sullivan participate in the Roundy's,
Inc. Supplemental Employee Retirement Plan, which is designed to supplement the
retirement benefits which are payable through the Roundy's, Inc. Retirement
Plan, so that the effects of the limitation on compensation under the
Retirement Plan due to Section 401(a)(17) of the Internal Revenue Code are
eliminated. The benefit under the Supplemental Plan is equal to the difference
between (i) 50% of the participant's final average annual earnings for the last
five years and (ii) the value of the participant's benefits under the
Retirement Plan, payable in the form of a 15 year term certain annuity. A
survivor benefit is payable to the participant's beneficiary. We established a
trust to hold assets to be used to pay benefits under the Supplemental Plan,
however, the rights of any participant, beneficiary or estate to benefit under
the Supplemental Plan are solely those of an unsecured creditor of Roundy's.
Roundy's has purchased life insurance policies on the lives of the participants
to fund its liabilities under the Supplemental Plan.

Compensation Committee Interlocks and Insider Participation

   The members of Roundy's Compensation Committee were George E. Prescott,
Henry Karbiner, Jr., Gary R. Sarner and Gerald F. Lestina. The only
employee-member is Mr. Lestina (President and Chief Executive Officer),
however, he is a non-voting member. George E. Prescott is associated with
Prescott Supermarkets, Inc., which made total merchandise purchases of $113.4
million from us in 2001 and is currently subleasing land and buildings from us
for periods of three to 15 years at six store sites, for an aggregate annual
rental of approximately $2.3 million. We made payments in fiscal 2001
aggregating $3.5 million for handling, order selecting and storage of frozen
food, meat and ice cream to Total Logistics Control, LLC, of which Mr. Sarner
is Chairman.

   The compensation arrangements for Messrs. Mariano and Karst were, and in the
future the compensation arrangements for our other executive officers will be,
established pursuant to arms-length negotiations between representatives of the
equity sponsor and each executive officer.

                                      65



                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Equity Arrangements


   In connection with the Transactions, Willis Stein, Messrs. Mariano and Karst
and certain other investors purchased shares of common stock and preferred
stock of RAC.

   The holders of common stock are entitled to receive dividends out of legally
available funds, payable when, as and if declared by RAC's board of directors
and are entitled to one vote per share held.

   The holders of preferred stock are entitled to receive cumulative dividends,
accruing on a daily basis at the rate of 12% per annum, out of legally
available funds, payable when, as and if declared by the Board of Directors.
Dividends compound to the extent not paid on any quarterly dividend payment
date. The holders of preferred stock also participate with the holders of
common stock with respect to any other yields or distributions.

   In the event of any liquidation, dissolution or winding up of RAC, the
holders of preferred stock will be entitled to receive, in preference to the
holders of common stock, an amount payable in cash equal to the original
purchase price for the preferred stock plus declared and unpaid dividends.
Thereafter, holders of the common stock and the preferred stock will share the
remaining net assets of RAC.

   RAC must redeem the preferred stock on September 30, 2012.

   In addition, in connection with a change in control transaction or a sale of
all or substantially all of RAC's assets on a consolidated basis upon the
request of the majority of the holders of the preferred stock, the holders of
preferred stock will be entitled to receive an amount payable in cash equal to
the original purchase price for the preferred stock plus declared and unpaid
dividends RAC must the preferred stock .

   Prior to an initial public offering, upon the request of the holders of a
majority of the preferred stock, the preferred stock will either be redeemed
for cash or converted into shares of common stock.

   The holders of preferred stock are entitled to one vote per share held.

Severance Agreements

   Roundy's has a severance agreement with Gerald F. Lestina our former
President and Chief Executive Officer. This agreement continues in effect until
October 10, 2007. Upon Roundy's termination of Mr. Lestina's employment (other
than for "good cause" as defined in the agreement), or Mr. Lestina's
termination of his employment (for "good reason" as defined in the agreement),
Roundy's will pay Mr. Lestina a "severance benefit" over a period of two years
following the termination date, without interest, provided that if such
termination occurs within a three year period following a "change in control,"
as defined in the agreement, then the entire amount of the "severance benefit"
shall be paid in a lump sum within 30 days after the termination date.

   The Transactions are a change in control under the terms of Mr. Lestina's
agreement and, upon consummation of the Transactions, Mr. Lestina resigned and
collected the severance benefit. The severance benefit means the sum of the
following multiplied by two: (i) Mr. Lestina's annual base salary in effect as
of the termination date; plus (ii) the amount of any bonus paid or payable to
Mr. Lestina for the preceding fiscal year. Roundy's will continue to provide to
Mr. Lestina those health and life insurance benefits to which he was entitled
as of the termination date, for a period of two years. In addition, pursuant to
the terms of his severance agreement, Roundy's will provide coverage for Mr.
Lestina and his spouse under the employee health, medical and life insurance
plans maintained by Roundy's for its executive personnel, until, in addition to
other parameters, the deaths of Mr. Lestina and his spouse.

   Pursuant to a resolution of the Board of Directors of Roundy's, upon
consummation of the transactions, Roundy's will provide coverage for Mr. Ranus,
his spouse and son under the employee health, medical and life insurance plans
maintained by Roundy's for its executive personnel, until, in addition to other
parameters, the deaths of Mr. Ranus, his spouse and son.

                                      66



Non-Competition Agreements

   In connection with the Transactions, Roundy's entered into Confidentiality
and Noncompete Agreements with Messrs. Lestina and Ranus. Pursuant to these
agreements Messrs. Lestina and Ranus agreed not to disclose or use at any time
Roundy's Confidential Information (as such term is defined therein) of which
they become aware, except (i) to the extent that such disclosure or use is
authorized by Roundy's or (ii) as is directly required by the performance of
their duties. They further agreed that any intellectual property generated,
authored or contributed to by them as part of any activities taken on Roundy's
behalf would become Roundy's exclusive property. In addition, pursuant to these
agreements, Messrs. Lestina and Ranus agreed, for the next three years, not to:
(i) participate in any business located in the States of Illinois, Indiana,
Michigan, Minnesota, Ohio or Wisconsin which engages or which proposes to
engage in the business of the wholesale distribution and retail of food,
groceries, general merchandise and other goods and services related to the
wholesale or retail sale or distribution of food or groceries; (ii) induce or
attempt to induce any Roundy's employees to leave our employment; (iii) hire
anyone who was an employee of Roundy's during this three-year period; or (iv)
induce or attempt to induce any of Roundy's customers, suppliers, or other
business relations to cease doing business with us.

Consulting Agreements

   On July 1, 2002, Roundy's entered into a Consulting Agreement with Gerald F.
Lestina pursuant to which Mr. Lestina, acting as an independent contractor,
will provide consulting services to Roundy's and its management at Roundy's
Pewaukee area offices and facilities. In addition to providing his consulting
services, Mr. Lestina will cooperate with Roundy's and render his assistance in
any claim, demand, action or suit or proceeding pertaining to Roundy's, unless
Mr. Lestina shall be an adverse party in such matter. The term of this
agreement (the "Consulting Period") will be 24 months unless terminated earlier
by agreement of the parties, by Mr. Lestina's death or permanent disability, or
by Roundy's for cause. Mr. Lestina will receive $17,500 per month in
compensation for his services and will be entitled to reimbursement of the
reasonable out-of-pocket expenses he incurs in the course of performing his
duties during the Consulting Period. Under the terms of this agreement Mr.
Lestina has agreed not to disclose or use at any time Roundy's Confidential
Information (as such term is defined therein) of which he becomes aware, except
(i) to the extent that such disclosure or use is authorized by Roundy's or (ii)
as is directly required by the performance of his duties. He has further agreed
that any intellectual property generated, authored or contributed to by him as
part of any activities taken on Roundy's behalf would become Roundy's exclusive
property.

                                      67



Merchandise Purchases and Other Transactions

   Certain of the persons affiliated with Roundy's prior to the Transactions
own and/or operate retail food stores which purchase merchandise from us. We
also engage in certain other transactions with such retail food stores and
other affiliates of such persons. All of such merchandise purchases are made
from Roundy's, and all such other transactions are engaged in, in the ordinary
course of business and on the same basis and conditions as merchandise
purchases and other similar transactions between Roundy's and its other
stockholders that are customers. The following table and the notes thereto set
forth certain information about such transactions:



                                                              Merchandise
                                                               Purchases
                                                                 2001
                                                              ------------
                                                           
      Robert E. Bartels (1).................................. $151,353,800
      Charles R. Bonson (2)..................................   18,760,000
      Victor C. Burnstad (3).................................   20,100,100
      Robert S. Gold (4).....................................   70,667,800
      Gary N. Gundlach (5)...................................   73,412,500
      Patrick D. McAdams/McAdams, Inc. (6)...................  105,049,300
      David J. Spiegelhoff (7)...............................   50,066,000
      George E. Prescott/Prescott Supermarkets, Inc. (8).....  113,446,000
      Woodman's Food Markets, Inc............................   55,872,000
      Gary R. Sarner (9).....................................          n/a

- --------
(1)Through Martin's Super Markets, Inc.
(2)Through Bonson's of Waupaca, LLC; Bonson's of Waupaca, LLC is currently
   subleasing land and buildings from Roundy's for six years for an annual
   rental of approximately $137,400. In June 1998, Bonson's Foods, Inc. issued
   promissory notes to Roundy's, Inc. in the amount of $500,000. The amount
   outstanding as of December 29, 2001 was $333,300.
(3)Through Burnstad Bros., Inc.; Burnstad Bros., Inc. is currently subleasing
   land and a building from Roundy's for a period of approximately one year,
   for an annual rental of approximately $44,000.
(4)Through B. & H. Gold Corporation, Gold's Market, Inc., Golds, Inc. and
   Gold's of Mequon LLC; B. & H. Gold Corporation, Gold's Market, Inc., Golds,
   Inc. and Gold's of Mequon LLC are currently subleasing land and buildings
   from Roundy's for periods of four to 22 years at four store sites, for an
   aggregate annual rental of approximately $1,917,600.
(5)Through retail grocery stores owned by Mr. Gundlach as sole proprietor and
   Maple Grove Supermarkets, LLC; Mr. Gundlach and Maple Grove Supermarkets,
   LLC are currently subleasing land and buildings from Roundy's for periods of
   seven to 18 years at five store sites, for an aggregate annual rental of
   approximately $1,481,700.
(6)Through McAdams, Inc.; McAdams, Inc. is currently subleasing land and
   buildings from Roundy's for periods of eight and nine years at two store
   sites, for an aggregate rental of approximately $554,800.
(7)Through Spiegelhoff's Super Food Market, Inc.; Spiegelhoff's Super Food
   Market, Inc. is currently subleasing land and buildings from Roundy's for
   periods of five to 19 years at five store sites for an aggregate rental of
   approximately $1,629,500.
(8)Through Prescott Supermarkets, Inc.; Prescott Supermarkets, Inc. is
   currently subleasing land and buildings from Roundy's for periods of three
   to 15 years at six store sites, for an aggregate rental of approximately
   $2,293,700.
(9)Roundy's made payments in fiscal 2001 aggregating $3,549,000 for handling,
   order selecting and storage of frozen food, meat and ice cream to Total
   Logistics Control, LLC of which Mr. Sarner is Chairman.

                            PRINCIPAL STOCKHOLDERS

   Roundy's, Inc. is a wholly-owned subsidiary of RAC. RAC was capitalized in
the Transactions with approximately $314.5 million of equity capital in the
form of common and preferred stock. The Willis Stein Funds and associated
investors own approximately 88-90% of RAC's common stock, as well as preferred
stock with an aggregate liquidation value of approximately $300 million. The
address for the Willis Stein Funds is One North Wacker Drive, Suite 4800,
Chicago, Illinois 60606. Mr. Mariano owns approximately 4% of RAC's common
stock, as well as preferred stock with an aggregate liquidation value of
approximately $1 million. Mr. Karst owns approximately 2% of RAC's common
stock, as well as preferred stock with an aggregate liquidation value of
approximately $400,000. Other members of Roundy's senior management will own
approximately 4% to 6% of RAC's common stock. The address for Messrs. Mariano
and Karst and other senior management is c/o Roundy's, Inc., 23000 Roundy
Drive, Pewaukee, Wisconsin 53702. For more information, see
"Management--Executive Agreements" and "Certain Relationships and Related
Transactions--Equity Arrangements."

                                      68



                     DESCRIPTION OF SENIOR CREDIT FACILITY

   In connection with the Transactions described herein, the issuer entered
into a senior credit facility with Bear Stearns Corporate Lending Inc., as
Administrative Agent, Bear, Stearns & Co. Inc., as Sole Lead Arranger and Sole
Book-Running Manager, Canadian Imperial Bank of Commerce, as Syndication Agent,
and a syndicate of financial institutions and institutional lenders. Set forth
below is a summary of the material terms of the senior credit facility.

   The senior credit facility provides for aggregate borrowings by us of up to
$375.0 million. The senior credit facility provides for:

  .  a five-year revolving credit facility of up to $125.0 million in revolving
     credit loans, $20.0 million of which will be available for letters of
     credit, and

  .  a seven-year term loan facility of $250.0 million in term loans.

   We borrowed $250.0 million under the term loan facility to provide a portion
of the proceeds required to consummate the Transactions. The revolving credit
facility will also be used for working capital and general corporate needs,
including permitted acquisitions.

Collateral and Guarantees

   The loans and other obligations under the senior credit facility are
guaranteed by RAC and each of Roundy's direct and indirect present and future
domestic subsidiaries.

   Our obligations under the senior credit facility and the guarantees are
secured by:

  .  a perfected first priority security interest in substantially all of our
     present and future tangible and intangible assets, subject to certain
     customary exceptions, and

  .  a pledge of (i) all of our capital stock and that of any of our direct and
     indirect domestic subsidiaries and (ii) 65% of the capital stock of our
     first-tier foreign subsidiaries.

Interest and Fees

   Our borrowings under the senior credit facility are subject to periodic
interest payments and bear interest at a rate which, at our option, can be
either:

  .  a base rate generally defined as the sum of (i) the higher of (x) the rate
     of interest publicly announced by the Canadian Imperial Bank of Commerce
     as its prime rate in effect at its principal office in New York City, and
     (y) the federal funds effective rate from time to time plus 0.5% and (ii)
     an applicable margin, or

  .  a LIBOR rate generally defined as the sum of (i) the rate at which
     eurodollar deposits for one, two, three or six months or, with the consent
     of the lenders under the applicable credit facility, nine or 12 months (as
     selected by us) are offered in the interbank eurodollar market and (ii) an
     applicable margin.

   The initial applicable margin for the base rate and eurodollar rate
revolving loans is 2.00% and 3.00%, respectively, and the applicable margin for
the base rate and eurodollar term loans is 1.50% and 2.50%, respectively.
Commencing on the date of delivery of our financial statements occurring after
the completion of two full quarters following the closing of the acquisition,
the applicable margin for the base rate and eurodollar rate revolving loans and
the commitment fee will be subject to adjustment based on our leverage ratio,
so long as no default or event of default has occurred and is continuing.

                                      69



   We are required to pay a commitment fee, calculated per annum, on the
difference between committed amounts and amounts actually utilized under the
revolving credit facility, which will be (a) 0.75% at any time when 50% or less
of the revolving credit facility is utilized or (b) 0.50%, at any other time.

Repayments; Prepayments

   The term loan is repayable in 28 consecutive quarterly installments the
first 24 of which will each be in the amount of $625,000 and the last four of
which will each be in the amount of $58,750,000.

   Voluntary prepayments of principal outstanding under the term and revolving
loans are permitted at any time without premium or penalty, upon the giving of
proper notice. In addition, we are required to prepay amounts outstanding under
the senior credit facility in an amount equal to:

  .  100% of the net proceeds of any sale or issuance of equity by Roundy's or
     any of its subsidiaries, subject to certain exceptions;

  .  100% of the net proceeds from any incurrence of additional indebtedness by
     Roundy's or any of its subsidiaries, subject to certain exceptions;

  .  100% of the net cash proceeds from any sale or other disposition by
     Roundy's or any of its subsidiaries of any assets, subject to certain
     reinvestment provisions and excluding sales from inventory in the ordinary
     course and certain other dispositions; and

  .  75% (if our leverage ratio is equal to or greater than 3.0:1.0), 50% (if
     our leverage ratio is less than 3.0:1.0 and equal to or greater than
     2.0:1.0) or 0% (if our leverage ratio is less than 2.0:1.0) of excess cash
     flow for each fiscal year.

Certain Covenants

   The senior credit facility requires us to meet certain financial tests,
including without limitation, a minimum fixed charge coverage ratio and maximum
total and senior leverage ratios. In addition, the senior credit facility
contains certain covenants which, among other things, limit the incurrence of
additional indebtedness, investments, dividends, transactions with affiliates,
asset sales, capital expenditures, mergers and consolidations, prepayments of
other indebtedness, liens and other matters customarily restricted in such
agreements.

Events of Default

   The senior credit facility contains customary events of default, including,
without limitation, payment defaults, material inaccuracy of representations
and warranties, covenant defaults, cross-defaults to certain other material
agreements, indebtedness in excess of specified amounts, certain events of
bankruptcy and insolvency, certain ERISA events, judgment defaults in excess of
specified amounts, failure of any guaranty or security document supporting the
senior credit facility to be in full force and effect and change in control.

                                      70



                             DESCRIPTION OF NOTES

   You can find the definitions of certain terms used in this description under
the subheading "Certain Definitions." In this description, the word "Roundy's"
refers only to Roundy's, Inc. and not to any of its subsidiaries.

   Roundy's issued the notes under an indenture among itself, the Guarantors
and BNY Midwest Trust Company, as trustee, in a private transaction that was
not subject to the registration requirements of the Securities Act. See "Notice
to Investors." The terms of the notes included those stated in the indenture
and those made part of the indenture by reference to the Trust Indenture Act of
1939, as amended.

   Any notes that remain outstanding after completion of the exchange offer,
together with the Exchange Notes issued in the exchange offer, will be treated
as a single class of securities under the Indenture.

   The following description is a summary of the material provisions of the
indenture and the registration rights agreement. It does not restate those
agreements in their entirety. We urge you to read the indenture and the
registration rights agreement because they, and not this description, define
your rights as holders of the notes. Copies of the indenture and the
registration rights agreement are available as set forth below under
"--Additional Information." Unless otherwise required by the context,
references in this description to the notes include the notes issued to the
initial purchasers in a private transaction that was not subject to the
registration requirements of the Securities Act and the Exchange Notes which
have been registered under the Securities Act. Certain defined terms used in
this description but not defined below under "--Certain Definitions" have the
meanings assigned to them in the indenture.

   The registered holder of a note will be treated as the owner of it for all
purposes. Only registered holders will have rights under the indenture and the
registration rights agreement.

Brief Description of the Notes and the Guarantees

  The Notes

   The notes:

  .  are general unsecured obligations of Roundy's;

  .  are subordinated in right of payment to all existing and future Senior
     Debt of Roundy's;

  .  are pari passu in right of payment with any future senior subordinated
     Indebtedness of Roundy's; and

  .  are unconditionally guaranteed on a joint and several basis by the
     Guarantors.

  The Guarantees

   The notes are guaranteed on a joint and several basis by all of Roundy's
Domestic Subsidiaries.

   Each guarantee of the notes:

  .  is a general unsecured obligation of the Guarantor;

  .  is subordinated in right of payment to all existing and future Senior Debt
     of that Guarantor; and

  .  is pari passu in right of payment with any future senior subordinated
     Indebtedness of that Guarantor.

   Assuming we had completed the Transactions, as of March 30, 2002, Roundy's
and the Guarantors would have had total Senior Debt of approximately $263.9
million. As indicated above and as discussed in detail below under the caption
"--Subordination," payments on the notes and under these guarantees are
subordinated to the payment of Senior Debt. The indenture will permit us and
the Guarantors to incur additional Senior Debt.

   Not all of our subsidiaries will guarantee the notes. In the event of a
bankruptcy, liquidation or reorganization of any of these non-guarantor
subsidiaries, the non-guarantor subsidiaries will pay the holders of

                                      71



their debt and their trade creditors before they will be able to distribute any
of their assets to us. Roundy's and its guarantor subsidiaries generated 100.0%
of our consolidated revenues in the 12-month period ended March 30, 2002 and
held 99.9% of our consolidated assets as of March 30, 2002. There are currently
two non-guarantor subsidiaries, Clintonville Land, Co., LLC and Badger
Assurance, Ltd.

   As of the date of the indenture, all of our subsidiaries will be "Restricted
Subsidiaries." However, under the circumstances described below under the
subheading "--Certain Covenants--Designation of Restricted and Unrestricted
Subsidiaries," we will be permitted to designate certain of our subsidiaries as
"Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not be subject
to many of the restrictive covenants in the indenture. Our Unrestricted
Subsidiaries will not guarantee the notes.

Principal, Maturity and Interest

   Roundy's will issue notes in an aggregate principal amount of $225.0 million
in this offering. Roundy's may issue additional notes from time to time after
this offering. Any offering of additional notes is subject to the covenant
described below under the caption "--Certain Covenants--Incurrence of
Indebtedness and Issuance of Preferred Stock." The notes and any additional
notes subsequently issued under the indenture will be treated as a single class
for all purposes under the indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase. Roundy's will issue notes in
denominations of $1,000 and integral multiples of $1,000. The notes will mature
on June 15, 2012.

   Interest on the notes will accrue at the rate of 8 7/8% per annum and will
be payable semi-annually in arrears on June 15 and December 15, commencing on
December 15, 2002. Roundy's will make each interest payment to the holders of
record on the immediately preceding June 1 and December 1.

   Interest on the notes will accrue from the date of original issuance or, if
interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.

Methods of Receiving Payments on the Notes

   If a holder has given wire transfer instructions to Roundy's, Roundy's will
pay all principal, interest and premium and Liquidated Damages, if any, on that
holder's notes in accordance with those instructions. All other payments on
notes will be made at the office or agency of the paying agent and registrar
within the City and State of New York unless Roundy's elects to make interest
payments by check mailed to the holders at their address set forth in the
register of holders.

Paying Agent and Registrar for the Notes

   The trustee will initially act as paying agent and registrar. Roundy's may
change the paying agent or registrar without prior notice to the holders of the
notes, and Roundy's or any of its Subsidiaries may act as paying agent or
registrar.

Transfer and Exchange

   A holder may transfer or exchange notes in accordance with the indenture.
The registrar and the trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents in connection with a
transfer of notes. Holders will be required to pay all taxes due on transfer.
Roundy's is not required to transfer or exchange any note selected for
redemption. Also, Roundy's is not required to transfer or exchange any note for
a period of 15 days before a selection of notes to be redeemed.

Subsidiary Guarantees

   The notes will be guaranteed jointly and severally by each of Roundy's
current and future Domestic Subsidiaries. Each Subsidiary Guarantee will be
subordinated to the prior payment in full of all Senior Debt of

                                      72



that Guarantor. The obligations of each Guarantor under its Subsidiary
Guarantee will be limited as necessary to prevent that Subsidiary Guarantee
from constituting a fraudulent conveyance under applicable law. See "Risk
Factors--Federal and State statutes allow courts, under specific circumstances,
to void guarantees and require note holders to return payments received from
guarantors."

   A Guarantor may not sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person, other than Roundy's or
another Guarantor, unless:

      (1) immediately after giving effect to that transaction, no Default or
   Event of Default exists; and

      (2) either:

          (a) the Person acquiring the property in any such sale or disposition
       or the Person formed by or surviving any such consolidation or merger
       assumes all the obligations of that Guarantor under the indenture, its
       Subsidiary Guarantee and the registration rights agreement pursuant to a
       supplemental indenture reasonably satisfactory to the trustee; or

          (b) the Net Proceeds of such sale or other disposition are applied in
       accordance with the applicable provisions of the indenture.

   The Subsidiary Guarantee of a Guarantor will be released:

      (1) in connection with any sale or other disposition of all or
   substantially all of the assets of that Guarantor (including by way of
   merger or consolidation) to a Person that is not (either before or after
   giving effect to such transaction) a Subsidiary of Roundy's, if the sale or
   other disposition complies with the "Asset Sale" provisions of the indenture;

      (2) in connection with any sale of all of the Capital Stock of a
   Guarantor to a Person that is not (either before or after giving effect to
   such transaction) a Subsidiary of Roundy's, if the sale complies with the
   "Asset Sale" provisions of the indenture; or

      (3) if Roundy's designates any Restricted Subsidiary that is a Guarantor
   as an Unrestricted Subsidiary in accordance with the applicable provisions
   of the indenture.

See "--Repurchase at the Option of Holders--Asset Sales."

Subordination

   The payment of principal, interest and premium and Liquidated Damages, if
any, on the notes will be subordinated to the prior payment in full in cash of
all Senior Debt of Roundy's, including Senior Debt incurred after the date of
the indenture.

   The payment of principal, interest and premium and Liquidated Damages, if
any, on the Subsidiary Guarantees will be subordinated to the prior payment in
full in cash of all Senior Debt of the Guarantors, including Senior Debt
incurred after the date of the indenture.

   The holders of Senior Debt will be entitled to receive payment in full in
cash of all Obligations due in respect of Senior Debt (including interest after
the commencement of any bankruptcy proceeding at the rate specified in the
applicable Senior Debt) before the holders of notes will be entitled to receive
any payment with respect to the notes (except that holders of notes may receive
and retain Permitted Junior Securities and payments made from the trust
described under "--Legal Defeasance and Covenant Defeasance"), in the event of
any distribution to creditors of Roundy's:

      (1) in a liquidation or dissolution of Roundy's or such Guarantor;

      (2) in a bankruptcy, reorganization, insolvency, receivership or similar
   proceeding relating to Roundy's or such Guarantor or the property of
   Roundy's or such Guarantor;

                                      73



      (3) in an assignment for the benefit of creditors of Roundy's or such
   Guarantor; or

      (4) in any marshaling of Roundy's or such Guarantor's assets and
   liabilities.

   Roundy's also may not make any payment in respect of the notes (except in
Permitted Junior Securities or from the trust described under "--Legal
Defeasance and Covenant Defeasance") and may not make any deposits with the
trustee as described under "--Legal Defeasance and Covenant Defeasance" if:

      (1) a payment default on Designated Senior Debt occurs and is continuing
   beyond any applicable grace period; or

      (2) any other default occurs and is continuing on any series of
   Designated Senior Debt that permits holders of that series of Designated
   Senior Debt to accelerate its maturity and the trustee receives a notice of
   such default (a "Payment Blockage Notice") from Roundy's or the holders of
   any Designated Senior Debt.

   Payments on the notes may and will be resumed:

      (1) in the case of a payment default on Designated Senior Debt, upon the
   date on which such default is cured or waived; and

      (2) in the case of a nonpayment default on Designated Senior Debt, upon
   the earliest of: (a) the date on which such nonpayment default is cured or
   waived, (b) 179 days after the date on which the applicable Payment Blockage
   Notice is received, unless the maturity of any Designated Senior Debt has
   been accelerated or (c) the date on which the trustee receives notice from
   the holder of such Designated Senior Debt rescinding such Payment Blockage
   Notice.

   No new Payment Blockage Notice may be delivered unless and until:

      (1) 360 days have elapsed since the delivery of the immediately prior
   Payment Blockage Notice; and

      (2) all scheduled payments of principal, interest and premium and
   Liquidated Damages, if any, on the notes that have come due have been paid
   in full in cash.

   No nonpayment default that existed or was continuing on the date of delivery
of any Payment Blockage Notice to the trustee will be, or be made, the basis
for a subsequent Payment Blockage Notice unless such default has been cured or
waived for a period of not less than 90 days.

   If the trustee or any holder of the notes receives a payment in respect of
the notes (except in Permitted Junior Securities or from the trust described
under "--Legal Defeasance and Covenant Defeasance") when:

      (1) the payment is prohibited by these subordination provisions; and

      (2) the trustee or the holder has actual knowledge that the payment is
   prohibited;

the trustee or the holder, as the case may be, will hold the payment in trust
for the benefit of the holders of Senior Debt. Upon the proper written request
of the holders of Senior Debt, the trustee or the holder, as the case may be,
will deliver the amounts in trust to the holders of Senior Debt or their proper
representative.

   Roundy's must promptly notify holders of Senior Debt if payment of the notes
is accelerated because of an Event of Default.

   As a result of the subordination provisions described above, in the event of
a bankruptcy, liquidation or reorganization of Roundy's or any Guarantors,
holders of notes may recover less ratably than creditors of Roundy's or any
Guarantors who are holders of Senior Debt. See "Risk Factors--Your right to
receive payments on these notes is junior to our existing indebtedness and
possibly all of our future borrowings. Further, the Subsidiary Guarantees are
junior to all of our Guarantors' existing indebtedness and possibly to all
their future borrowings."

                                      74



Optional Redemption

   At any time prior to June 15, 2005, Roundy's may on any one or more
occasions redeem up to 35% of the aggregate principal amount of notes issued
under the indenture at a redemption price of 108.875% of the principal amount,
plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that:

      (1) at least 65% of the aggregate principal amount of notes issued under
   the indenture remains outstanding immediately after the occurrence of such
   redemption (excluding notes held by Roundy's and its Subsidiaries); and

      (2) the redemption occurs within 90 days of the date of the closing of
   such Equity Offering.

   Except pursuant to the preceding paragraph, the notes will not be redeemable
at Roundy's option prior to June 15, 2007. Roundy's is not, however, prohibited
from acquiring the notes by means other than a mandatory or optional
redemption, whether pursuant to an issuer tender offer, in open market
purchases or otherwise, so long as such acquisition does not otherwise violate
the terms of the indenture or violate applicable securities laws.

   After June 15, 2007, Roundy's may redeem all or a part of the notes upon not
less than 30 nor more than 60 days' notice, at the redemption prices (expressed
as percentages of principal amount) set forth below plus accrued and unpaid
interest and Liquidated Damages, if any, on the notes redeemed, to the
applicable redemption date, if redeemed during the 12-month period beginning on
June 15 of the years indicated below:



                         Year                Percentage
                         ----                ----------
                                          
                         2007...............  104.438%
                         2008...............  102.958%
                         2009...............  101.479%
                         2010 and thereafter  100.000%


Mandatory Redemption

   Roundy's is not required to make mandatory redemption or sinking fund
payments with respect to the notes.

Repurchase at the Option of Holders

  Change of Control

   If a Change of Control occurs, each holder of notes will have the right to
require Roundy's to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that holder's notes pursuant to a Change of Control
Offer on the terms set forth in the indenture. In the Change of Control Offer,
Roundy's will offer a Change of Control Payment in cash equal to 101% of the
aggregate principal amount of notes repurchased plus accrued and unpaid
interest and Liquidated Damages, if any, on the notes repurchased, to the date
of purchase. Within 30 days following any Change of Control, Roundy's will mail
a notice to each holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase notes on the Change
of Control Payment Date specified in the notice, which date will be no earlier
than 30 days and no later than 60 days from the date such notice is mailed,
pursuant to the procedures required by the indenture and described in such
notice. Roundy's will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the Change
of Control provisions of the indenture, Roundy's will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under the Change of Control provisions of the
indenture by virtue of such conflict.

                                      75



   On the Change of Control Payment Date, Roundy's will, to the extent lawful:

      (1) accept for payment all notes or portions of notes properly tendered
   pursuant to the Change of Control Offer;

      (2) deposit with the paying agent an amount equal to the Change of
   Control Payment in respect of all notes or portions of notes properly
   tendered; and

      (3) deliver or cause to be delivered to the trustee the notes properly
   accepted together with an officers' certificate stating the aggregate
   principal amount of notes or portions of notes being purchased by Roundy's.

   The paying agent will promptly mail to each holder of notes properly
tendered the Change of Control Payment for such notes, and the trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each holder a new note equal in principal amount to any unpurchased portion of
the notes surrendered, if any; provided that each new note will be in a
principal amount of $1,000 or an integral multiple of $1,000.

   Prior to complying with any of the provisions of this "Change of Control"
covenant, but in any event within 90 days following a Change of Control,
Roundy's will either repay all outstanding Senior Debt or obtain the requisite
consents, if any, under all agreements governing outstanding Senior Debt to
permit the repurchase of notes required by this covenant. Roundy's will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

   Roundy's shall first comply with the covenant in the first sentence in the
immediately preceding paragraph before it shall be required to repurchase notes
pursuant to the provisions described above. A failure to comply with the
covenant described in the immediately preceding sentence will (with notice and
lapse of time) constitute an Event of Default described in clause (3) but shall
not constitute an Event of Default described under clause (2) under the caption
"--Events of Defaults and Remedies."

   The agreements governing its outstanding Senior Debt will prohibit Roundy's
from purchasing any notes, and also provide that certain change of control
events with respect to Roundy's would constitute a default under these
agreements. Any future credit agreements or other agreements relating to Senior
Debt to which Roundy's becomes a party may contain similar restrictions and
provisions. In the event a Change of Control occurs at a time when Roundy's is
prohibited from purchasing notes, Roundy's could seek the consent of its senior
lenders to the purchase of notes or could attempt to refinance the borrowings
that contain such prohibition. If Roundy's does not obtain such a consent or
repay such borrowings, Roundy's will remain prohibited from purchasing notes.
In such case, the failure to purchase tendered notes would constitute an Event
of Default under the indenture which would, in turn, constitute a default under
such Senior Debt. In such circumstances, the subordination provisions in the
indenture would likely restrict payments to the holders of notes.

   The provisions described above that require Roundy's to make a Change of
Control Offer following a Change of Control will be applicable whether or not
any other provisions of the indenture are applicable. Except as described above
with respect to a Change of Control, the indenture does not contain provisions
that permit the holders of the notes to require that Roundy's repurchase or
redeem the notes in the event of a takeover, recapitalization or similar
transaction.

   Roundy's will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set
forth in the indenture applicable to a Change of Control Offer made by Roundy's
and purchases all notes properly tendered and not withdrawn under the Change of
Control Offer.

   The definition of Change of Control includes a phrase relating to the direct
or indirect sale, lease, transfer, conveyance or other disposition of "all or
substantially all" of the properties or assets of Roundy's and its Restricted
Subsidiaries taken as a whole. Although there is a limited body of case law
interpreting the phrase

                                      76



"substantially all," there is no precise established definition of the phrase
under applicable law. Accordingly, the ability of a holder of notes to require
Roundy's to repurchase its notes as a result of a sale, lease, transfer,
conveyance or other disposition of less than all of the assets of Roundy's and
its Restricted Subsidiaries taken as a whole to another Person or group may be
uncertain.

  Asset Sales

   Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless:

      (1) Roundy's (or the Restricted Subsidiary, as the case may be) receives
   consideration at the time of the Asset Sale at least equal to the fair
   market value of the assets or Equity Interests issued or sold or otherwise
   disposed of;

      (2) the fair market value is determined by Roundy's Board of Directors
   and, in the case of Asset Sales in excess of $10.0 million, evidenced by a
   resolution of the Board of Directors set forth in an officers' certificate
   delivered to the trustee; and

      (3) at least 75% of the consideration received in the Asset Sale by
   Roundy's or such Restricted Subsidiary is in the form of cash or Cash
   Equivalents. For purposes of this provision, each of the following will be
   deemed to be cash:

          (a) any liabilities, as shown on Roundy's most recent consolidated
       balance sheet, of Roundy's or any Restricted Subsidiary (other than
       contingent liabilities and liabilities that are by their terms
       subordinated to the notes or any Subsidiary Guarantee) that are assumed
       by the transferee of any such assets who releases Roundy's or such
       Restricted Subsidiary from further liability;

          (b) any securities, notes or other obligations received by Roundy's
       or any such Restricted Subsidiary from such transferee that are within
       180 days of their receipt, converted by Roundy's or such Restricted
       Subsidiary into cash or Cash Equivalents, to the extent of the cash or
       Cash Equivalents received in that conversion; and

          (c) any Designated Non-Cash Consideration received by Roundy's or any
       of its Restricted Subsidiaries in any Asset Sale having a fair market
       value, taken together with all other Designated Non-Cash Consideration
       received pursuant to this clause (c) that is at the time outstanding,
       not to exceed 5.0% of Consolidated Tangible Net Assets at the time of
       the receipt of such Designated Non-Cash Consideration.

   Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
Roundy's may apply those Net Proceeds at its option:

      (1) to repay Senior Debt and, if the Senior Debt repaid is revolving
   credit Indebtedness, to correspondingly reduce commitments with respect
   thereto;

      (2) to repay pari passu Indebtedness with provisions similar to those set
   forth in the indenture with respect to offers to purchase or redeem with the
   proceeds of sales of assets; provided that Roundy's will equally and ratably
   reduce Obligations under the notes if the notes are then redeemable or, if
   the notes may not be then redeemed, Roundy's will make an offer (in
   accordance with the procedures set forth below for any Asset Sale Offer) to
   all holders to purchase the notes that would otherwise be redeemed at a
   price equal to 100% of the principal amount of such notes plus accrued and
   unpaid interest and Liquidated Damages, if any, to the date of purchase;

      (3) to acquire all or substantially all of the assets of, or a majority
   of the Voting Stock of, another Permitted Business;

      (4) to make capital expenditures; or

                                      77



      (5) to make an investment in one or more Permitted Businesses or to
   acquire other long-term assets that are used or useful in a Permitted
   Business.

   Pending the final application of any Net Proceeds, Roundy's may temporarily
reduce revolving credit borrowings or otherwise invest the Net Proceeds in cash
or Cash Equivalents or in any other manner that is not prohibited by the
indenture.

   Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $20.0 million, Roundy's will make
an Asset Sale Offer to all holders of notes and all holders of other
Indebtedness that is pari passu with the notes containing provisions similar to
those set forth in the indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount
of notes and such other pari passu Indebtedness that may be purchased out of
the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to
100% of principal amount plus accrued and unpaid interest and Liquidated
Damages, if any, to the date of purchase, and will be payable in cash. If any
Excess Proceeds remain after consummation of an Asset Sale Offer, Roundy's may
use those Excess Proceeds for any purpose not otherwise prohibited by the
indenture. If the aggregate principal amount of notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the trustee will select the notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds will be reset at zero.

   Roundy's will comply with the requirements of Rule 14e-1 under the Exchange
Act and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with each repurchase of
notes pursuant to an Asset Sale Offer. To the extent that the provisions of any
securities laws or regulations conflict with the Asset Sale provisions of the
indenture, Roundy's will comply with the applicable securities laws and
regulations and will not be deemed to have breached its obligations under the
Asset Sale provisions of the indenture by virtue of such conflict.

   The agreements governing Roundy's outstanding Senior Debt, including the new
Credit Agreement, currently prohibit Roundy's from purchasing any notes, and
also provide that certain change of control or asset sale events with respect
to Roundy's would constitute a default under these agreements. Any future
credit agreements or other agreements relating to Senior Debt to which Roundy's
becomes a party may contain similar restrictions and provisions. In the event a
Change of Control or Asset Sale occurs at a time when Roundy's is prohibited
from purchasing notes, Roundy's could seek the consent of its senior lenders to
the purchase of notes or could attempt to refinance the borrowings that contain
such prohibition. If Roundy's does not obtain such a consent or repay such
borrowings, Roundy's will remain prohibited from purchasing notes. In such
case, Roundy's failure to purchase tendered notes would constitute an Event of
Default under the indenture which would, in turn, constitute a default under
such Senior Debt. In such circumstances, the subordination provisions in the
indenture would likely restrict payments to the holders of notes.

Selection and Notice

   If less than all of the notes are to be redeemed at any time, the trustee
will select notes for redemption as follows:

      (1) if the notes are listed on any national securities exchange, in
   compliance with the requirements of the principal national securities
   exchange on which the notes are listed; or

      (2) if the notes are not listed on any national securities exchange, on a
   pro rata basis, by lot or by such method as the trustee deems fair and
   appropriate.

   No notes of $1,000 or less can be redeemed in part. Notices of redemption
will be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each holder of notes to be redeemed at its

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registered address, except that redemption notices may be mailed more than 60
days prior to a redemption date if the notice is issued in connection with a
defeasance of the notes or a satisfaction and discharge of the indenture.
Notices of redemption may not be conditional.

   If any note is to be redeemed in part only, the notice of redemption that
relates to that note will state the portion of the principal amount of that
note that is to be redeemed. A new note in principal amount equal to the
unredeemed portion of the original note will be issued in the name of the
holder of notes upon cancellation of the original note. Notes called for
redemption become due on the date fixed for redemption. On and after the
redemption date, interest ceases to accrue on notes or portions of them called
for redemption.

Certain Covenants

  Restricted Payments

   Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly:

      (1) declare or pay any dividend or make any other payment or distribution
   on account of Roundy's or any of its Restricted Subsidiaries' Equity
   Interests (including, without limitation, any payment in connection with any
   merger or consolidation involving Roundy's or any of its Restricted
   Subsidiaries) or to the direct or indirect holders of Roundy's or any of its
   Restricted Subsidiaries' Equity Interests in their capacity as such (other
   than dividends or distributions payable in Equity Interests (other than
   Disqualified Stock) of Roundy's or to Roundy's or a Restricted Subsidiary of
   Roundy's);

      (2) purchase, redeem or otherwise acquire or retire for value (including,
   without limitation, in connection with any merger or consolidation involving
   Roundy's) any Equity Interests of Roundy's or any direct or indirect parent
   of Roundy's;

      (3) make any payment on or with respect to, or purchase, redeem, defease
   or otherwise acquire or retire for value any Indebtedness that is
   subordinated to the notes or the Subsidiary Guarantees, except a payment of
   interest or principal at the Stated Maturity thereof; or

      (4) make any Restricted Investment (all such payments and other actions
   set forth in these clauses (1) through (4) being collectively referred to as
   "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

      (1) no Default or Event of Default has occurred and is continuing or
   would occur as a consequence of such Restricted Payment; and

      (2) Roundy's would, at the time of such Restricted Payment and after
   giving pro forma effect thereto as if such Restricted Payment had been made
   at the beginning of the applicable four-quarter period, have been permitted
   to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
   Charge Coverage Ratio test set forth in the first paragraph of the covenant
   described below under the caption "--Incurrence of Indebtedness and Issuance
   of Preferred Stock;" and

      (3) such Restricted Payment, together with the aggregate amount of all
   other Restricted Payments made by Roundy's and its Restricted Subsidiaries
   after the date of the indenture (excluding Restricted Payments permitted by
   clauses (2), (3), (4), (5), (6), (7), (8) and (9) of the next succeeding
   paragraph), is less than the sum, without duplication, of:

          (a) 50% of the Consolidated Net Income of Roundy's for the period
       (taken as one accounting period) from March 30, 2002 to the end of
       Roundy's most recently ended fiscal quarter for which internal financial
       statements are available at the time of such Restricted Payment (or, if
       such Consolidated Net Income for such period is a deficit, less 100% of
       such deficit), plus

          (b) 100% of the aggregate net cash proceeds received by Roundy's
       since the date of the indenture as a contribution to its common equity
       capital or from the issue or sale of Equity Interests of Roundy's

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       (other than Disqualified Stock) or from the issue or sale of
       Disqualified Stock or debt securities of Roundy's that have been
       converted into or exchanged for Equity Interests (other than Equity
       Interests (or Disqualified Stock or debt securities) sold to a
       Subsidiary of Roundy's), plus

          (c) to the extent that any Restricted Investment that was made after
       the date of the indenture is sold for cash or otherwise liquidated or
       repaid for cash, the cash return of capital with respect to such
       Restricted Investment (less the cost of disposition, if any), plus

          (d) 50% of any dividends received by Roundy's or a Wholly Owned
       Restricted Subsidiary after the date of the indenture from an
       Unrestricted Subsidiary to the extent that such dividends were not
       otherwise included in Consolidated Net Income for such period, plus

          (e) to the extent that any Unrestricted Subsidiary is redesignated as
       a Restricted Subsidiary, or has been merged, consolidated or amalgamated
       with or into, transfers or conveys assets to, or is liquidated into,
       Roundy's or any Restricted Subsidiary after the date of the indenture,
       the fair market value of the Investment in such Subsidiary as of the
       date of such redesignation, merger, consolidation, amalgamation,
       transfer or conveyance.

   The preceding provisions will not prohibit:

      (1) the payment of any dividend within 60 days after the date of
   declaration of the dividend, if at the date of declaration the dividend
   payment would have complied with the provisions of the indenture;

      (2) the redemption, repurchase, retirement, defeasance or other
   acquisition of, or the declaration and payment of any dividends or other
   distributions on, any subordinated Indebtedness of Roundy's or any Guarantor
   or of any Equity Interests of Roundy's in exchange for, or out of the net
   cash proceeds of the substantially concurrent sale (other than to a
   Restricted Subsidiary of Roundy's) of, Equity Interests of Roundy's (other
   than Disqualified Stock); provided that the amount of any such net cash
   proceeds that are utilized for any such redemption, repurchase, retirement,
   defeasance or other acquisition will be excluded from clause (3) (b) of the
   preceding paragraph;

      (3) the defeasance, redemption, repurchase or other acquisition of
   subordinated Indebtedness of Roundy's or any Guarantor with the net cash
   proceeds from an incurrence of Permitted Refinancing Indebtedness;

      (4) the payment of any dividend by a Restricted Subsidiary to the holders
   of its Equity Interests on a pro rata basis;

      (5) so long as no Default has occurred and is continuing or would be
   caused thereby, the repurchase, redemption or other acquisition or
   retirement for value (or any dividend or distribution made to fund such
   repurchase, redemption or other acquisition or retirement for value) of any
   Equity Interests of Roundy's, any Restricted Subsidiary or any direct or
   indirect parent of Roundy's held by any past, present or future member of
   Roundy's, any Restricted Subsidiaries' or any direct or indirect parent of
   Roundy's management (or any director, employee or consultant of the
   foregoing) pursuant to any equity subscription agreement, stock option
   agreement or similar agreement; provided that the aggregate price paid for
   all such repurchased, redeemed, acquired or retired Equity Interests may not
   exceed $2.0 million in any 12-month period; provided that (a) Roundy's may
   carry forward and make in a subsequent calendar year, in addition to the
   amounts permitted for such calendar year, the amount of such purchases,
   redemptions or other acquisitions or retirements for value permitted to have
   been made but not made in any preceding calendar year up to a maximum of
   $6.0 million in any calendar year pursuant to this clause (5), (b) that such
   amount in any calendar year may be increased by the cash proceeds of key man
   life insurance policies received by Roundy's and its Restricted Subsidiaries
   after the date of the indenture less any amount previously applied to the
   payment of Restricted Payments pursuant to this clause (5), and (c) that
   cancellation of the Indebtedness owing to Roundy's from employees, officers,
   directors and consultants of Roundy's or any of its Restricted Subsidiaries
   in connection with a repurchase of Equity Interests of Roundy's from such
   Persons will not be deemed to constitute a Restricted Payment for purposes
   of this covenant or any other provisions of the indenture;

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      (6) repurchases of Equity Interests (or any divided or distribution made
   to fund such repurchase) deemed to occur upon the cashless exercise of stock
   options and warrants;

      (7) the payment of dividends, other distributions, loans, advances or
   other amounts by us to any of our direct or indirect parents to pay
   corporate overhead incurred in the ordinary course of business, up to an
   aggregate under this clause (7) of $500,000 per fiscal year plus any bona
   fide indemnification claims made by directors or officers of our direct or
   indirect parents;

      (8) the payment of dividends, other distributions or amounts by us to any
   of our direct or indirect parents in amounts required to pay the tax
   obligations of us and our Subsidiaries and the tax obligations attributable
   to us and our Subsidiaries; provided that:

          (a) the amount of dividends paid pursuant to this clause (8) to
       enable us or any of our direct or indirect parents to pay federal and
       state income taxes at any time will not exceed the amount of such
       federal and state income taxes actually owing by such of its direct or
       indirect parents at such time for the respective period, and

          (b) any refunds received by such direct or indirect parents
       attributable to us and our Subsidiaries shall promptly be returned to us;

      (9) Restricted Payments contemplated by the Exchange Agreement and any
   agreement executed in connection therewith or contemplated thereby; and

      (10) so long as no Default has occurred and is continuing or would be
   caused thereby, other Restricted Payments in an aggregate amount not to
   exceed $10.0 million since the date of the indenture.

   The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by Roundy's or a Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
covenant will be determined by the Board of Directors whose resolution with
respect thereto will be delivered to the trustee. The Board of Directors'
determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
fair market value exceeds $10.0 million. Not later than the date of making any
Restricted Payment, Roundy's will deliver to the trustee an officers'
certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by this "Restricted Payments"
covenant were computed, together with a copy of any fairness opinion or
appraisal required by the indenture.

  Incurrence of Indebtedness and Issuance of Preferred Stock

   Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create, incur, issue, assume, guarantee or
otherwise become directly or indirectly liable, contingently or otherwise, with
respect to (collectively, "incur") any Indebtedness (including Acquired Debt),
and Roundy's will not issue any Disqualified Stock and will not permit any of
its Restricted Subsidiaries to issue any shares of preferred stock; provided,
however, that Roundy's may incur Indebtedness (including Acquired Debt) or
issue Disqualified Stock, and the Guarantors may incur Indebtedness or issue
preferred stock, if the Fixed Charge Coverage Ratio for Roundy's most recently
ended four full fiscal quarters for which internal financial statements are
available immediately preceding the date on which such additional Indebtedness
is incurred or such Disqualified Stock or preferred stock is issued would have
been at least 2.0 to 1.0, determined on a pro forma basis (including a pro
forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the preferred stock or Disqualified Stock had
been issued, as the case may be, at the beginning of such four-quarter period.

   The first paragraph of this covenant will not prohibit the incurrence of any
of the following items of Indebtedness (collectively, "Permitted Debt"):

      (1) the incurrence by Roundy's and any Guarantor of additional
   Indebtedness pursuant to any Revolving Credit Facility; provided, however,
   that immediately after giving effect to any such incurrence

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   the aggregate principal amount of all Indebtedness incurred under this
   clause (1) and then outstanding does not exceed the greater of (A) $125.0
   million and (B) the sum of (i) 80% of the face amount of all accounts
   receivable owned by Roundy's and its Restricted Subsidiaries as of the end
   of the most recent fiscal quarter preceding such date that were not more
   than 90 days past due plus (ii) 50% of the book value of all inventory owned
   by Roundy's and its Restricted Subsidiaries as of the end of the most recent
   fiscal quarter preceding such date (provided that such amount shall be
   reduced to the extent of any reduction or elimination of any commitment
   under any Credit Facility resulting from or relating to the formation of any
   Receivables Subsidiary or the consummation of any Qualified Receivables
   Transaction);

      (2) the incurrence by Roundy's and any Guarantor of additional
   Indebtedness pursuant to any Term Loan Facility; provided, however, that
   after giving effect to any such incurrence the aggregate principal amount of
   such Indebtedness incurred under this clause (2) and then outstanding does
   not exceed $250.0 million less the aggregate amount of all Net Proceeds of
   Asset Sales applied by Roundy's or any of its Restricted Subsidiaries since
   the date of the indenture to repay any Indebtedness under a Credit Facility
   pursuant to the covenant described above under the caption "--Repurchase at
   the Option of Holders--Asset Sales;"

      (3) the incurrence by Roundy's and its Restricted Subsidiaries of the
   Existing Indebtedness;

      (4) the incurrence by Roundy's and the Guarantors of Indebtedness
   represented by the notes and the related Subsidiary Guarantees to be issued
   on the date of the indenture and the Exchange Notes and the related
   Subsidiary Guarantees to be issued pursuant to the registration rights
   agreement;

      (5) the incurrence by Roundy's or any Restricted Subsidiary of
   Indebtedness represented by Capital Lease Obligations, mortgage financings
   or purchase money obligations, in each case, incurred for the purpose of
   financing all or any part of the purchase price or cost of construction,
   improvement or lease of property, plant or equipment used in the business of
   Roundy's or such Restricted Subsidiary, or incurred within 180 days after
   such purchase, lease or improvement, in an aggregate principal amount,
   including all Permitted Refinancing Indebtedness incurred to refund,
   refinance or replace any Indebtedness incurred pursuant to this clause (5),
   not to exceed the greater of (i) $25.0 million or (ii) 5.0% of Roundy's
   Consolidated Net Tangible Assets at the time of any incurrence thereof;

      (6) the incurrence by Roundy's or any of its Restricted Subsidiaries of
   Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
   which are used to refund, refinance or replace Indebtedness (other than
   intercompany Indebtedness) that was permitted by the indenture to be
   incurred under the first paragraph of this covenant or clauses (3), (4),
   (5), (6), (11), (14), (15) or (18) of this paragraph;

      (7) the incurrence by Roundy's or any of its Restricted Subsidiaries of
   intercompany Indebtedness between or among Roundy's and any of its
   Restricted Subsidiaries; provided, however, that:

          (a) if Roundy's or any Guarantor is the obligor on such Indebtedness,
       such Indebtedness must be expressly subordinated to the prior payment in
       full in cash of all Obligations with respect to the notes, in the case
       of Roundy's, or the Subsidiary Guarantee, in the case of a Guarantor; and

          (b) (i) any subsequent issuance or transfer of Equity Interests that
       results in any such Indebtedness being held by a Person other than
       Roundy's or a Restricted Subsidiary of Roundy's and (ii) any sale or
       other transfer of any such Indebtedness to a Person that is not either
       Roundy's or a Restricted Subsidiary of Roundy's; will be deemed, in each
       case, to constitute an incurrence of such Indebtedness by Roundy's or
       such Restricted Subsidiary, as the case may be, that was not permitted
       by this clause (7);

      (8) the incurrence by Roundy's or any of its Restricted Subsidiaries of
   Hedging Obligations that are incurred for the purpose of fixing or hedging
   (i) any currency exchange risk, (ii) any commodity price risk or (iii) any
   interest rate risk with respect to any floating rate Indebtedness that is
   permitted by the terms of the indenture to be outstanding;

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      (9) the guarantee by Roundy's or any of the Guarantors of Indebtedness or
   other Obligations of Roundy's or a Restricted Subsidiary of Roundy's that
   was permitted to be incurred by another provision of this covenant;

      (10) the accrual of interest, the accretion or amortization of original
   issue discount, the payment of interest on any Indebtedness in the form of
   additional Indebtedness with the same terms, and the payment of dividends on
   Disqualified Stock in the form of additional shares of the same class of
   Disqualified Stock will not be deemed to be an incurrence of Indebtedness or
   an issuance of Disqualified Stock for purposes of this covenant; provided,
   in each such case, that the amount thereof is included in Fixed Charges of
   Roundy's as accrued;

      (11) the incurrence by Roundy's or any of its Restricted Subsidiaries of
   Indebtedness constituting reimbursement obligations with respect to letters
   of credit issued in the ordinary course of business, including, without
   limitation, letters of credit in respect of workers' compensation claims or
   self-insurance, or other Indebtedness with respect to reimbursement type
   obligations regarding workers' compensation claims or self insurance;

      (12) the incurrence by Roundy's or any of its Restricted Subsidiaries of
   obligations in respect of performance and surety bonds and completion
   guarantees provided by Roundy's or such Restricted Subsidiaries in the
   ordinary course of business;

      (13) the incurrence by Roundy's or any Restricted Subsidiary of
   Indebtedness arising from agreements of Roundy's or such Restricted
   Subsidiary providing for indemnification, adjustment of purchase price or
   similar obligations, in each case, incurred or assumed in connection with
   the acquisition of disposition of any business, assets or Capital Stock of a
   Subsidiary, other than guarantees of Indebtedness incurred by any Person
   acquiring all or any portion of such business, assets or a Subsidiary for
   the purpose of financing such acquisition;

      (14) the issuance of preferred stock by any Restricted Subsidiary issued
   to Roundy's or another Restricted Subsidiary; provided that any subsequent
   issuance or transfer of any Equity Securities or any other event that
   results in any such Restricted Subsidiary ceasing to be a Restricted
   Subsidiary or any other subsequent transfer of any such shares of preferred
   stock (except to Roundy's or another Restricted Subsidiary) shall be deemed,
   in each case to be an issuance of such shares of preferred stock;

      (15) the incurrence of Indebtedness or Disqualified Stock of Persons that
   are acquired by Roundy's or any of its Restricted Subsidiaries or merged
   into a Restricted Subsidiary in accordance with the terms of the indenture;
   provided that such Indebtedness or Disqualified Stock is not incurred in
   contemplation of such acquisition or merger; provided further that such
   Indebtedness or Disqualified Stock shall not exceed $25.0 million at any
   time outstanding;

      (16) any guarantee of the Indebtedness of any Investee Store permitted by
   clause (9) of the definition of "Permitted Investment;"

      (17) the incurrence by a Receivables Subsidiary of Indebtedness in a
   Qualified Receivables Transaction that is without recourse to Roundy's or to
   any other Subsidiary of Roundy's or their assets (other than such
   Receivables Subsidiary and its assets and, as to Roundy's or any Subsidiary
   of Roundy's, other than pursuant to representations, warranties, covenants
   and indemnities customary for such transactions) and is not guaranteed by
   any such Person (excluding guarantees of Obligations (other than principal
   of, and interest on, Indebtedness) pursuant to representations, warranties,
   covenants and indemnities entered into in the ordinary course of business in
   connection with a Qualified Receivables Transaction); and

      (18) the incurrence by Roundy's or any Restricted Subsidiary of
   additional Indebtedness in an aggregate principal amount (or accreted value,
   as applicable) at any time outstanding, including all Permitted Refinancing
   Indebtedness incurred to refund, refinance or replace any Indebtedness
   incurred pursuant to this clause (18), not to exceed $35.0 million.

   For purposes of determining compliance with this "Incurrence of Indebtedness
and Issuance of Preferred Stock" covenant, in the event that an item of
proposed Indebtedness meets the criteria of more than one of the

                                      83



categories of Permitted Debt described in clauses (1) through (18) above, or is
entitled to be incurred pursuant to the first paragraph of this covenant,
Roundy's will be permitted to classify such item of Indebtedness on the date of
its incurrence, or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this covenant. Indebtedness
under Revolving Credit Facilities outstanding on the date on which notes are
first issued and authenticated under the indenture will be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of
the definition of Permitted Debt. Indebtedness under Term Loan Facilities
outstanding on the date on which notes are first issued and authenticated under
the indenture will be deemed to have been incurred on such date in reliance on
the exception provided by clause (2) of the definition of Permitted Debt.

  Anti-Layering

   Roundy's will not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate in right of payment to
any Senior Debt of Roundy's and senior in any respect in right of payment to
the notes. No Guarantor will incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate in right of
payment to the Senior Debt of such Guarantor and senior in any respect in right
of payment to such Guarantor's Subsidiary Guarantee. No indebtedness shall be
deemed to be subordinate to any secured indebtedness by virtue of the fact that
it is unsecured.

  Liens

   Roundy's will not, and will not permit any of its Subsidiaries to, directly
or indirectly, create, incur, assume or suffer to exist any Lien (other than
Permitted Liens) of any kind securing Indebtedness, Attributable Debt or trade
payables on any asset now owned or hereafter acquired, unless all payments due
under the indenture and the notes are secured on an equal and ratable basis
with the obligations so secured until such time as such obligations are no
longer secured by a Lien.

  Sale and Leaseback Transactions

   Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, enter into any sale and leaseback transaction; provided that Roundy's or
any Guarantor may enter into a sale and leaseback transaction if:

      (1) Roundy's or that Guarantor, as applicable, could have (a) incurred
   Indebtedness in an amount equal to the Attributable Debt relating to such
   sale and leaseback transaction under the Fixed Charge Coverage Ratio test in
   the first paragraph of the covenant described above under the caption
   "--Incurrence of Indebtedness and Issuance of Preferred Stock" and (b)
   incurred a Lien to secure such Indebtedness pursuant to the covenant
   described above under the caption "--Liens;"

      (2) the gross cash proceeds of that sale and leaseback transaction are at
   least equal to the fair market value, as determined in good faith by
   Roundy's Board of Directors and set forth in an officers' certificate
   delivered to the trustee, of the property that is the subject of that sale
   and leaseback transaction; and

      (3) the transfer of assets in that sale and leaseback transaction is
   permitted by, and Roundy's applies the proceeds of such transaction in
   compliance with, the covenant described above under the caption
   "--Repurchase at the Option of Holders--Asset Sales."

  Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

   Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, create or permit to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to:

      (1) pay dividends or make any other distributions on its Capital Stock to
   Roundy's or any of its Restricted Subsidiaries, or with respect to any other
   interest or participation in, or measured by, its profits, or pay any
   indebtedness owed to Roundy's or any of its Restricted Subsidiaries;

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      (2) make loans or advances to Roundy's or any of its Restricted
   Subsidiaries; or

      (3) transfer any of its properties or assets to Roundy's or any of its
   Restricted Subsidiaries.

   However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:

      (1) agreements governing Existing Indebtedness and Credit Facilities as
   in effect on the date of the indenture and any amendments, modifications,
   restatements, renewals, increases, supplements, refundings, replacements or
   refinancings of those agreements, provided that the amendments,
   modifications, restatements, renewals, increases, supplements, refundings,
   replacements or refinancings are no more restrictive, taken as a whole, with
   respect to such dividend and other payment restrictions than those contained
   in those agreements on the date of the indenture;

      (2) the indenture, the notes and the Subsidiary Guarantees;

      (3) applicable law or regulations;

      (4) any agreement or instrument binding a Person acquired by Roundy's or
   any of its Restricted Subsidiaries as in effect at the time of such
   acquisition (except to the extent such agreement or instrument was entered
   into in connection with or in contemplation of such acquisition), which
   encumbrance or restriction is not applicable to any Person, or the
   properties or assets of any Person, other than the Person, or the property
   or assets of the Person, so acquired, provided that, in the case of
   Indebtedness, such Indebtedness was permitted by the terms of the indenture
   to be incurred;

      (5) customary provisions in leases entered into in the ordinary course of
   business;

      (6) purchase money obligations for property acquired in the ordinary
   course of business that impose restrictions on that property of the nature
   described in clause (3) of the preceding paragraph;

      (7) any agreement for the sale or other disposition of assets, including
   customary restrictions on a Restricted Subsidiary that restricts
   distributions by that Restricted Subsidiary pending its sale or other
   disposition;

      (8) Permitted Refinancing Indebtedness, provided that the restrictions
   contained in the agreements governing such Permitted Refinancing
   Indebtedness are not materially more restrictive, taken as a whole, than
   those contained in the agreements governing the Indebtedness being
   refinanced;

      (9) Liens securing Indebtedness otherwise permitted to be incurred under
   the provisions of the covenant described above under the caption "--Liens"
   that limit the right of the debtor to dispose of the assets subject to such
   Liens;

      (10) provisions with respect to the disposition or distribution of assets
   or property in joint venture agreements, assets sale agreements, stock sale
   agreements and other similar agreements entered into in the ordinary course
   of business;

      (11) restrictions on cash or other deposits or net worth imposed by
   customers under contracts entered into in the ordinary course of business;

      (12) other Indebtedness of any Restricted Subsidiary that is not a
   Domestic Subsidiary permitted to be incurred subsequent to the date of the
   indenture pursuant to the provisions of the covenant described above under
   "--Incurrence of Indebtedness and Issuance of Preferred Stock;"

      (13) any encumbrances or restrictions of the type referred to in clauses
   (1), (2) and (3) of the preceding paragraph imposed by any amendments,
   modification, restatements, renewals, increases, supplements, refunding,
   replacements or refinancing of the contracts, instruments or obligations
   referred to in clauses (1) through (3) above; provided that such amendments,
   modifications, restatements, renewals, increases, supplements, refundings,
   replacement or refinancings are (in the good faith judgment of the Board of
   Directors) no more restrictive, taken as a whole, with respect to such
   dividend and other payment

                                      85



   restrictions than those contained in such contracts, instruments or
   obligations prior to such amendment, modification, restatement, renewal,
   increase, supplement, refunding, replacement or refinancing;

      (14) any agreement relating to a sale and leaseback transaction or
   Capital Lease Obligation, but only on the property subject to such
   transaction or Capital Lease Obligation and only to the extent that such
   restrictions or encumbrances are customary with respect to a sale and
   leaseback transaction or Capital Lease Obligation;

      (15) Indebtedness or other contractual requirements of a Receivables
   Subsidiary in connection with a Qualified Receivables Transaction, provided
   that such restrictions apply only to such Receivables Subsidiary; and

      (16) any other agreement, instrument or document relating to Senior Debt
   hereafter in effect, provided that the terms and conditions of such
   encumbrances or restrictions are not more restrictive taken as a whole than
   those encumbrances or restrictions imposed in connection with the Credit
   Agreement as in effect on the date of the indenture.

  Merger, Consolidation or Sale of Assets

   Roundy's may not, directly or indirectly: (1) consolidate or merge with or
into another Person (whether or not Roundy's is the surviving corporation); or
(2) sell, assign, transfer, convey or otherwise dispose of all or substantially
all of the properties or assets of Roundy's and its Restricted Subsidiaries
taken as a whole, in one or more related transactions, to another Person;
unless:

      (1) either: (a) Roundy's is the surviving corporation; or (b) the Person
   formed by or surviving any such consolidation or merger (if other than
   Roundy's) or to which such sale, assignment, transfer, conveyance or other
   disposition has been made is either (i) a corporation organized or existing
   under the laws of the United States, any state of the United States or the
   District of Columbia or (ii) is a partnership or limited liability company
   organized or existing under the laws of the United States, any state thereof
   or the District of Columbia that has at least one Restricted Subsidiary that
   is a corporation organized or existing under the laws of the United States,
   any state thereof or the District of Columbia which corporation becomes a
   co-issuer of the notes pursuant to a supplemental indenture duly and validly
   executed by the trustee;

      (2) the Person formed by or surviving any such consolidation or merger
   (if other than Roundy's) or the Person to which such sale, assignment,
   transfer, conveyance or other disposition has been made assumes all the
   obligations of Roundy's under the notes, the indenture and the registration
   rights agreement pursuant to agreements reasonably satisfactory to the
   trustee;

      (3) immediately after such transaction, no Default or Event of Default
   exists; and

      (4) Roundy's or the Person formed by or surviving any such consolidation
   or merger (if other than Roundy's), or to which such sale, assignment,
   transfer, conveyance or other disposition has been made will, on the date of
   such transaction after giving pro forma effect thereto and any related
   financing transactions as if the same had occurred at the beginning of the
   applicable four-quarter period, be permitted to incur at least $1.00 of
   additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set
   forth in the first paragraph of the covenant described above under the
   caption "--Incurrence of Indebtedness and Issuance of Preferred Stock."

   Roundy's will not be relieved of its Obligations to pay principal of, and
interest on, the notes except in the case of a sale (but not lease) of all of
its assets that meet the requirements of this covenant. This "Merger,
Consolidation or Sale of Assets" covenant will not apply to a sale, assignment,
transfer, conveyance or other disposition of assets between or among Roundy's
and any of its Wholly Owned Subsidiaries.

  Transactions with Affiliates

   Roundy's will not, and will not permit any of its Restricted Subsidiaries
to, make any payment to, or sell, lease, transfer or otherwise dispose of any
of its properties or assets to, or purchase any property or assets from,

                                      86



or enter into or make or amend any transaction, contract, agreement,
understanding, loan, advance or guarantee with, or for the benefit of, any
Affiliate (each, an "Affiliate Transaction"), unless:

      (1) the Affiliate Transaction is on terms that are not materially less
   favorable to Roundy's or the relevant Restricted Subsidiary than those that
   would have been obtained in a comparable transaction by Roundy's or such
   Restricted Subsidiary with an unrelated Person; and

      (2) Roundy's delivers to the trustee:

          (a) with respect to any Affiliate Transaction or series of related
       Affiliate Transactions involving aggregate consideration in excess of
       $5.0 million, a resolution of the Board of Directors set forth in an
       officers' certificate certifying that such Affiliate Transaction
       complies with this covenant and that such Affiliate Transaction has been
       approved by a majority of the disinterested members of the Board of
       Directors; and

          (b) with respect to any Affiliate Transaction or series of related
       Affiliate Transactions involving aggregate consideration in excess of
       $10.0 million, an opinion as to the fairness to Roundy's of such
       Affiliate Transaction from a financial point of view issued by an
       accounting, appraisal or investment banking firm of national standing.

   The following items will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

      (1) any employment, consulting or similar agreement or other compensation
   arrangement entered into by Roundy's or any of its Restricted Subsidiaries
   in the ordinary course of business;

      (2) transactions between or among Roundy's and/or its Restricted
   Subsidiaries;

      (3) transactions with a Person that is an Affiliate of Roundy's solely
   because Roundy's owns an Equity Interest in, or controls, such Person;

      (4) payment of reasonable directors fees and expenses and the provision
   of customary indemnification to directors and officers of Roundy's or any
   entity that controls Roundy's;

      (5) sales of Equity Interests (other than Disqualified Stock) to
   Affiliates of Roundy's;

      (6) Restricted Payments that are permitted by the provisions of the
   indenture described above under the caption "--Restricted Payments;"

      (7) payments or loans to employees or consultants that are approved in
   good faith by a majority of the Board of Directors of Roundy's in an amount
   not to exceed $2.5 million at any time outstanding;

      (8) any agreement (and payments with respect thereto) as in effect on the
   date of the indenture or any amendment thereto (so long as such amendment is
   not disadvantageous to the holders in any material respect) or any
   transaction contemplated thereby;

      (9) the existence of, or the performance by Roundy's or any Restricted
   Subsidiary of its obligations under the terms of, the Exchange Agreement, or
   any agreement contemplated thereunder (including any registration rights
   agreement or stockholders agreement related thereto) to which it is a party
   as of the date of the indenture; provided, however, that the existence of,
   or the performance by Roundy's or any Restricted Subsidiary of obligations
   under, any future amendment to any such existing agreement shall only be
   permitted by this clause (9) to the extent that the terms of any such
   amendment are not otherwise disadvantageous to the holders in any material
   respect;

      (10) the payment of all fees, expenses, bonuses and awards related to the
   transactions contemplated by the Exchange Agreement;

      (11) transactions with customers, clients, suppliers, or purchasers or
   sellers of goods or services, in each case in the ordinary course of
   business and otherwise in compliance with the terms of the Indenture

                                      87



   that are fair to Roundy's and its Restricted Subsidiaries in the reasonable
   determination of the majority of the Board of Directors of Roundy's or are
   on terms at least as favorable as might reasonably have been obtained at
   such time from an unaffiliated party;

      (12) any tax sharing agreement or arrangement and payments pursuant
   thereto among Roundy's and its Subsidiaries and any other Person with which
   Roundy's or its Subsidiaries is required or permitted to file a consolidated
   tax return or with which Roundy's or any of its Restricted Subsidiaries is
   or could be part of a consolidated group for tax purposes in amounts not
   otherwise prohibited by the indenture;

      (13) the payment of reasonable professional fees to Willis Stein &
   Partners III, L.P. or any of its Affiliates in connection with work
   performed on Roundy's behalf and that are approved by the Board of Directors
   of Roundy's in good faith; and

      (14) transactions between (i) Roundy's or any Subsidiary of Roundy's and
   a Receivables Subsidiary or (ii) a Receivables Subsidiary and any Person in
   which the Receivables Subsidiary has an Investment.

  Additional Subsidiary Guarantees

   If Roundy's or any of its Subsidiaries acquires or creates another Domestic
Subsidiary (other than a Receivables Subsidiary) after the date of the
indenture and such Domestic Subsidiary guarantees Indebtedness under a Credit
Facility, then that newly acquired or created Domestic Subsidiary will become a
Guarantor and execute a supplemental indenture and deliver an opinion of
counsel satisfactory to the trustee within 10 Business Days of the date on
which it was acquired or created; provided, however, that if no Indebtedness
under a Credit Facility is outstanding, all of Roundy's Domestic Subsidiaries
(other than its Receivables Subsidiaries) with a Consolidated Net Worth of
greater than $500,000 must guarantee the notes; provided, further, that any
Domestic Subsidiary (other than a Receivable Subsidiary) that has properly been
designated as an Unrestricted Subsidiary in accordance with the indenture shall
not be required to become a Guarantor so long as it continues to constitute an
Unrestricted Subsidiary.

  Designation of Restricted and Unrestricted Subsidiaries

   The Board of Directors of Roundy's may designate any Restricted Subsidiary
to be an Unrestricted Subsidiary if that designation would not cause a Default.
If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by Roundy's
and its Restricted Subsidiaries in the Subsidiary properly designated will be
deemed to be an Investment made as of the time of the designation and will
reduce the amount available (i) for Restricted Payments under the first
paragraph of the covenant described above under the caption "--Restricted
Payments" or (ii) under the definition of "Permitted Investments," as
determined by Roundy's. That designation will only be permitted if the
Investment would be permitted at that time and if the Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. The Board of
Directors may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default.

  Business Activities

   Roundy's will not, and will not permit any Restricted Subsidiary to, engage
in any business other than Permitted Businesses, except to such extent as would
not be material to Roundy's and its Restricted Subsidiaries taken as a whole.

  Payments for Consent

   Roundy's will not, and will not permit any of its Subsidiaries to, directly
or indirectly, pay or cause to be paid any consideration to or for the benefit
of any holder of notes for or as an inducement to any consent, waiver

                                      88



or amendment of any of the terms or provisions of the indenture or the notes
unless such consideration is offered to be paid and is paid to all holders of
the notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

  Reports

   Whether or not required by the Commission, so long as any notes are
outstanding, Roundy's will furnish to the holders of notes, within the time
periods specified in the Commission's rules and regulations:

      (1) all quarterly and annual financial information that would be required
   to be contained in a filing with the Commission on Forms 10-Q and 10-K if
   Roundy's were required to file such Forms, including a "Management's
   Discussion and Analysis of Financial Condition and Results of Operations"
   and, with respect to the annual information only, a report on the annual
   financial statements by Roundy's certified independent accountants; and

      (2) all current reports that would be required to be filed with the
   Commission on Form 8-K if Roundy's were required to file such reports.

   If Roundy's has designated any of its Subsidiaries as Unrestricted
Subsidiaries and such Unrestricted Subsidiaries collectively have assets in
excess of $1.0 million, then the quarterly and annual financial information
required by the preceding paragraph will include a reasonably detailed
presentation, either on the face of the financial statements or in the
footnotes thereto, and in Management's Discussion and Analysis of Financial
Condition and Results of Operations, of the financial condition and results of
operations of Roundy's and its Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries
of Roundy's.

   In addition, following the consummation of the exchange offer contemplated
by the registration rights agreement, whether or not required by the
Commission, Roundy's will file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the Commission for public
availability within the time periods specified in the Commission's rules and
regulations (unless the Commission will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. In addition, Roundy's and the Subsidiary Guarantors have agreed that,
for so long as any notes (but not the Exchange Notes) remain outstanding, they
will furnish to the holders and to securities analysts and prospective
investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default and Remedies

   Each of the following is an Event of Default:

      (1) default for 30 days in the payment when due of interest on, or
   Liquidated Damages with respect to, the notes whether or not prohibited by
   the subordination provisions of the indenture;

      (2) default in payment when due of the principal of, or premium, if any,
   on the notes, whether or not prohibited by the subordination provisions of
   the indenture;

      (3) failure by Roundy's or any of its Subsidiaries to comply with the
   provisions described under the captions "--Repurchase at the Option of
   Holders--Change of Control," or "--Repurchase at the Option of
   Holders--Asset Sales;"

      (4) failure by Roundy's or any of its Subsidiaries for 60 days after
   notice by the trustee or the holders of at least 25% in principal amount of
   the then outstanding notes to comply with any of the other agreements in the
   indenture;

      (5) default under any mortgage, indenture or instrument under which there
   may be issued or by which there may be secured or evidenced any Indebtedness
   for money borrowed by Roundy's or any of its

                                      89



   Restricted Subsidiaries (or the payment of which is guaranteed by Roundy's
   or any of its Restricted Subsidiaries) whether such Indebtedness or
   guarantee now exists, or is created after the date of the indenture, if that
   default:

          (a) is caused by a failure to pay principal on such Indebtedness at
       the Stated Maturity thereof (a "Payment Default"); or

          (b) results in the acceleration of such Indebtedness prior to its
       express maturity,

   and, in each case, the principal amount of any such Indebtedness, together
   with the principal amount of any other such Indebtedness under which there
   has been a Payment Default or the maturity of which has been so accelerated,
   aggregates $25.0 million or more;

      (6) failure by Roundy's or any of its Subsidiaries to pay final judgments
   aggregating in excess of $25.0 million, which judgments are not paid,
   discharged or stayed for a period of 60 days after such judgments have
   become final and non-appealable, and in the event such judgment is covered
   by insurance, an enforcement proceeding has been commenced by any creditor
   upon such judgment or decree that is not promptly stayed;

      (7) except as permitted by the indenture, any Subsidiary Guarantee by a
   Significant Subsidiary or any group of Subsidiaries that, taken as a whole,
   would constitute a Significant Subsidiary, shall be held in any judicial
   proceeding to be unenforceable or invalid or shall cease for any reason to
   be in full force and effect or any Guarantor, or any Person acting on behalf
   of any Guarantor, shall deny or disaffirm its obligations under its
   Subsidiary Guarantee; and

      (8) certain events of bankruptcy or insolvency described in the indenture
   with respect to Roundy's or any of its Restricted Subsidiaries.

   In the case of an Event of Default arising from certain events of bankruptcy
or insolvency, with respect to Roundy's, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the trustee (upon the request
of the holders of at least 25% in principal amount of the then outstanding
notes) or the holders of at least 25% in principal amount of the then
outstanding notes may declare all the notes to be due and payable immediately.

   Holders of the notes may not enforce the indenture or the notes except as
provided in the indenture. Subject to certain limitations, holders of a
majority in principal amount of the then outstanding notes may direct the
trustee in its exercise of any trust or power. The trustee may withhold from
holders of the notes notice of any continuing Default or Event of Default if it
determines that withholding notes is in their interest, except a Default or
Event of Default relating to the payment of principal or interest or Liquidated
Damages.

   The holders of a majority in aggregate principal amount of the notes then
outstanding by notice to the trustee may on behalf of the holders of all of the
notes waive any existing Default or Event of Default and its consequences under
the indenture except a continuing Default or Event of Default in the payment of
interest or Liquidated Damages on, or the principal of, the notes.

   Roundy's is required to deliver to the trustee annually a statement
regarding compliance with the indenture. Upon becoming aware of any Default or
Event of Default, Roundy's is required to deliver to the trustee a statement
specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

   No director, officer, employee, incorporator or stockholder of Roundy's or
any Guarantor, as such, will have any liability for any obligations of Roundy's
or the Guarantors under the notes, the indenture, the Subsidiary

                                      90



Guarantees, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each holder of notes by accepting a note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the notes. The waiver may not be effective to
waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

   Roundy's may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding notes and all
obligations of the Guarantors discharged with respect to their Subsidiary
Guarantees ("Legal Defeasance") except for:

      (1) the rights of holders of outstanding notes to receive payments in
   respect of the principal of, or interest or premium and Liquidated Damages,
   if any, on such notes when such payments are due from the trust referred to
   below;

      (2) Roundy's obligations with respect to the notes concerning issuing
   temporary notes, registration of notes, mutilated, destroyed, lost or stolen
   notes and the maintenance of an office or agency for payment and money for
   security payments held in trust;

      (3) the rights, powers, trusts, duties and immunities of the trustee, and
   Roundy's and the Guarantor's obligations in connection therewith; and

      (4) the Legal Defeasance provisions of the indenture.

   In addition, Roundy's may, at its option and at any time, elect to have the
obligations of Roundy's and the Guarantors released with respect to certain
covenants that are described in the indenture ("Covenant Defeasance") and
thereafter any omission to comply with those covenants will not constitute a
Default or Event of Default with respect to the notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment, bankruptcy,
receivership, rehabilitation and insolvency events) described under "--Events
of Default and Remedies" will no longer constitute an Event of Default with
respect to the notes.

   In order to exercise either Legal Defeasance or Covenant Defeasance:

      (1) Roundy's must irrevocably deposit with the trustee, in trust, for the
   benefit of the holders of the notes, cash in U.S. dollars, non-callable
   Government Securities, or a combination of cash in U.S. dollars and
   non-callable Government Securities, in amounts as will be sufficient, in the
   opinion of a nationally recognized firm of independent public accountants,
   to pay the principal of, or interest and premium and Liquidated Damages, if
   any, on the outstanding notes on the stated maturity or on the applicable
   redemption date, as the case may be, and Roundy's must specify whether the
   notes are being defeased to maturity or to a particular redemption date;

      (2) in the case of Legal Defeasance, Roundy's has delivered to the
   trustee an opinion of counsel reasonably acceptable to the trustee
   confirming that (a) Roundy's has received from, or there has been published
   by, the Internal Revenue Service a ruling or (b) since the date of the
   indenture, there has been a change in the applicable federal income tax law,
   in either case to the effect that, and based thereon such opinion of counsel
   will confirm that, the holders of the outstanding notes will not recognize
   income, gain or loss for federal income tax purposes as a result of such
   Legal Defeasance and will be subject to federal income tax on the same
   amounts, in the same manner and at the same times as would have been the
   case if such Legal Defeasance had not occurred;

      (3) in the case of Covenant Defeasance, Roundy's has delivered to the
   trustee an opinion of counsel reasonably acceptable to the trustee
   confirming that the holders of the outstanding notes will not recognize
   income, gain or loss for federal income tax purposes as a result of such
   Covenant Defeasance and will be subject to federal income tax on the same
   amounts, in the same manner and at the same times as would have been the
   case if such Covenant Defeasance had not occurred;

                                      91



      (4) no Default or Event of Default has occurred and is continuing on the
   date of such deposit (other than a Default or Event of Default resulting
   from the borrowing of funds to be applied to such deposit);

      (5) such Legal Defeasance or Covenant Defeasance will not result in a
   breach or violation of, or constitute a default under any material agreement
   or instrument (other than the indenture) to which Roundy's or any of its
   Subsidiaries is a party or by which Roundy's or any of its Subsidiaries is
   bound;

      (6) Roundy's must deliver to the trustee an officers' certificate stating
   that the deposit was not made by Roundy's with the intent of preferring the
   holders of notes over the other creditors of Roundy's with the intent of
   defeating, hindering, delaying or defrauding creditors of Roundy's or
   others; and

      (7) Roundy's must deliver to the trustee an officers' certificate and an
   opinion of counsel, each stating that all conditions precedent relating to
   the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

   Except as provided in the next three succeeding paragraphs, the indenture or
the notes may be amended or supplemented with the consent of the holders of at
least a majority in principal amount of the notes then outstanding (including,
without limitation, consents obtained in connection with a purchase of, or
tender offer or exchange offer for, notes), and any existing default or
compliance with any provision of the indenture or the notes may be waived with
the consent of the holders of a majority in principal amount of the then
outstanding notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, notes).

   Without the consent of each holder affected, an amendment or waiver may not
(with respect to any notes held by a non-consenting holder):

      (1) reduce the principal amount of notes whose holders must consent to an
   amendment, supplement or waiver;

      (2) reduce the principal of or change the fixed maturity of any note or
   alter the provisions with respect to the redemption of the notes (other than
   provisions relating to the covenants described above under the caption
   "--Repurchase at the Option of Holders");

      (3) reduce the rate of or change the time for payment of interest on any
   note;

      (4) waive a Default or Event of Default in the payment of principal of,
   or interest or premium, or Liquidated Damages, if any, on the notes (except
   a rescission of acceleration of the notes by the holders of at least a
   majority in aggregate principal amount of the notes and a waiver of the
   payment default that resulted from such acceleration);

      (5) make any note payable in money other than that stated in the notes;

      (6) make any change in the provisions of the indenture relating to
   waivers of past Defaults or the rights of holders of notes to receive
   payments of principal of, or interest or premium or Liquidated Damages, if
   any, on the notes;

      (7) waive a redemption payment with respect to any note (other than a
   payment required by one of the covenants described above under the caption
   "--Repurchase at the Option of Holders");

      (8) release any Guarantor from any of its obligations under its
   Subsidiary Guarantee or the indenture, except in accordance with the terms
   of the indenture; or

      (9) make any change in the preceding amendment and waiver provisions.

   In addition, any amendment to, or waiver of, the provisions of the indenture
relating to subordination that adversely affects the rights of the holders of
the notes will require the consent of the holders of at least 75% in aggregate
principal amount of notes then outstanding.

                                      92



   Notwithstanding the preceding, without the consent of any holder of notes,
Roundy's, the Guarantors and the trustee may amend or supplement the indenture
or the notes:

      (1) to cure any ambiguity, defect or inconsistency;

      (2) to provide for uncertificated notes in addition to or in place of
   certificated notes;

      (3) to provide for the assumption of Roundy's obligations to holders of
   notes in the case of a merger or consolidation or sale of all or
   substantially all of Roundy's assets;

      (4) to make any change that would provide any additional rights or
   benefits to the holders of notes or that does not adversely affect the legal
   rights under the indenture of any such holder; or

      (5) to comply with requirements of the Commission in order to effect or
   maintain the qualification of the indenture under the Trust Indenture Act.

Satisfaction and Discharge

   The indenture will be discharged and will cease to be of further effect as
to all notes issued thereunder, when Roundy's or any Guarantor has paid or
caused to be paid all sums payable by it under the indenture and:

      (1) either:

          (a) all notes that have been authenticated, except lost, stolen or
       destroyed notes that have been replaced or paid and notes for whose
       payment money has been deposited in trust and thereafter repaid to
       Roundy's, have been delivered to the trustee for cancellation; or

          (b) (i) all notes that have not been delivered to the trustee for
       cancellation have become due and payable by reason of the mailing of a
       notice of redemption or otherwise or will become due and payable within
       one year and Roundy's or any Guarantor has irrevocably deposited or
       caused to be deposited with the trustee as trust funds in trust solely
       for the benefit of the holders, cash in U.S. dollars, non-callable
       Government Securities, or a combination of cash in U.S. dollars and
       non-callable Government Securities, in amounts as will be sufficient
       without consideration of any reinvestment of interest, to pay and
       discharge the entire indebtedness on the notes not delivered to the
       trustee for cancellation for principal, premium and Liquidated Damages,
       if any, and accrued interest to the date of maturity or redemption; (ii)
       no Default or Event of Default has occurred and is continuing on the
       date of the deposit or will occur as a result of the deposit and the
       deposit will not result in a breach or violation of, or constitute a
       default under, any other instrument to which Roundy's or any Guarantor
       is a party or by which Roundy's or any Guarantor is bound; and (iii)
       Roundy's has delivered irrevocable instructions to the trustee under the
       indenture to apply the deposited money toward the payment of the notes
       at maturity or the redemption date, as the case may be.

In addition, Roundy's must deliver an officers' certificate and an opinion of
counsel to the trustee stating that all conditions precedent to satisfaction
and discharge have been satisfied.

Concerning the Trustee

   If the trustee becomes a creditor of Roundy's or any Guarantor, the
indenture limits its right to obtain payment of claims in certain cases, or to
realize on certain property received in respect of any such claim as security
or otherwise. The trustee will be permitted to engage in other transactions;
however, if it acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the Commission for permission to continue or
resign.

   The holders of a majority in principal amount of the then outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The indenture provides that in case an Event of Default
occurs and is continuing, the

                                      93



trustee will be required, in the exercise of its power, to use the degree of
care of a prudent man in the conduct of his own affairs. Subject to such
provisions, the trustee will be under no obligation to exercise any of its
rights or powers under the indenture at the request of any holder of notes,
unless such holder has offered to the trustee security and indemnity
satisfactory to it against any loss, liability or expense.

Additional Information

   Anyone who receives this prospectus may obtain a copy of the indenture and
registration rights agreement without charge by writing to Roundy's, Inc.,
23000 Roundy Drive, Pewaukee, Wisconsin 53072, Attention: Edward G. Kitz.

Book-Entry, Delivery and Form

   The notes are being offered and sold to qualified institutional buyers in
reliance on Rule 144A ("Rule 144A Notes"). Notes also may be offered and sold
in offshore transactions in reliance on Regulation S ("Regulation S Notes").
Except as set forth below, notes will be issued in registered, global form in
minimum denominations of $1,000 and integral multiples of $1,000 in excess of
$1,000. Notes will be issued at the closing of this offering only against
payment in immediately available funds.

   Rule 144A Notes initially will be represented by one or more notes in
registered, global form without interest coupons (collectively, the "Rule 144A
Global Notes"). Regulation S Notes initially will be represented by one or more
temporary notes in registered, global form without interest coupons
(collectively, the "Regulation S Temporary Global Notes"). The Rule 144A Global
Notes and the Regulation S Temporary Global Notes will be deposited upon
issuance with the trustee as custodian for The Depository Trust Company
("DTC"), in New York, New York, and registered in the name of DTC or its
nominee, in each case for credit to an account of a direct or indirect
participant in DTC as described below. Through and including the 40th day after
the later of the commencement of this offering and the closing of this offering
(such period through and including such 40th day, the "Restricted Period"),
beneficial interests in the Regulation S Temporary Global Notes may be held
only through the Euroclear System ("Euroclear") and Clearstream Banking, S.A.
("Clearstream") (as indirect participants in DTC), unless transferred to a
person that takes delivery through a Rule 144A Global Note in accordance with
the certification requirements described below. Within a reasonable time period
after the expiration of the Restricted Period, the Regulation S Temporary
Global Notes will be exchanged for one or more permanent notes in registered,
global form without interest coupons (collectively, the "Regulation S Permanent
Global Notes" and, together with the Regulation S Temporary Global Notes, the
"Regulation S Global Notes" (the Regulation S Global Notes and Rule 144A Global
Notes, collectively being the "Global Notes")) upon delivery to the trustee of
certification of compliance with the transfer restrictions applicable to the
notes and pursuant to Regulation S as provided in the indenture. See
"--Exchanges Between Regulation S Temporary Global Notes and Regulation S
Permanent Global Notes." Beneficial interests in the Rule 144A Global Notes may
not be exchanged for beneficial interests in the Regulation S Global Notes at
any time except in the limited circumstances described below. See "--Exchanges
Between Regulation S Notes and Rule 144A Notes."

   Except as set forth below, the Global Notes may be transferred, in whole and
not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global Notes may not be exchanged for
notes in certificated form except in the limited circumstances described below.
See "--Exchange of Global Notes for Certificated Notes." Except in the limited
circumstances described below, owners of beneficial interests in the Global
Notes will not be entitled to receive physical delivery of notes in
certificated form.

   Rule 144A Notes (including beneficial interests in the Rule 144A Global
Notes) will be subject to certain restrictions on transfer and will bear a
restrictive legend as described under "Notice to Investors." Regulation S Notes
will also bear the legend as described under "Notice to Investors." In
addition, transfers of beneficial

                                      94



interests in the Global Notes will be subject to the applicable rules and
procedures of DTC and its direct or indirect participants (including, if
applicable, those of Euroclear and Clearstream), which may change from time to
time.

Depository Procedures

   The following description of the operations and procedures of DTC, Euroclear
and Clearstream are provided solely as a matter of convenience. These
operations and procedures are solely within the control of the respective
settlement systems and are subject to changes by them. Roundy's takes no
responsibility for these operations and procedures and urges investors to
contact the system or their participants directly to discuss these matters.

   DTC has advised Roundy's that DTC is a limited-purpose trust company created
to hold securities for its participating organizations (collectively, the
"Participants") and to facilitate the clearance and settlement of transactions
in those securities between Participants through electronic book-entry changes
in accounts of its Participants. The Participants include securities brokers
and dealers (including the initial purchasers), banks, trust companies,
clearing corporations and certain other organizations. Access to DTC's system
is also available to other entities such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly (collectively, the "Indirect
Participants"). Persons who are not Participants may beneficially own
securities held by or on behalf of DTC only through the Participants or the
Indirect Participants. The ownership interests in, and transfers of ownership
interests in, each security held by or on behalf of DTC are recorded on the
records of the Participants and Indirect Participants.

   DTC has also advised Roundy's that, pursuant to procedures established by it:

      (1) upon deposit of the Global Notes, DTC will credit the accounts of
   Participants designated by the initial purchasers with portions of the
   principal amount of the Global Notes; and

      (2) ownership of these interests in the Global Notes will be shown on,
   and the transfer of ownership of these interests will be effected only
   through, records maintained by DTC (with respect to the Participants) or by
   the Participants and the Indirect Participants (with respect to other owners
   of beneficial interest in the Global Notes).

   Investors in the Rule 144A Global Notes who are Participants in DTC's system
may hold their interests therein directly through DTC. Investors in the Rule
144A Global Notes who are not Participants may hold their interests therein
indirectly through organizations (including Euroclear and Clearstream) which
are Participants in such system. Through and including the Restricted Period,
investors in the Regulation S Global Notes must hold their interests in the
Regulation S Temporary Global Notes through Euroclear or Clearstream, if they
are participants in such systems, or indirectly through organizations that are
participants in such systems. After the expiration of the Restricted Period
(but not earlier), investors may also hold interests in the Regulation S Global
Notes through Participants in the DTC system other than Euroclear and
Clearstream. Euroclear and Clearstream will hold interests in the Regulation S
Global Notes on behalf of their participants through customers' securities
accounts in their respective names on the books of their respective
depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and
Citibank, N.A., as operator of Clearstream. All interests in a Global Note,
including those held through Euroclear or Clearstream, may be subject to the
procedures and requirements of DTC. Those interests held through Euroclear or
Clearstream may also be subject to the procedures and requirements of such
systems. The laws of some states require that certain Persons take physical
delivery in definitive form of securities that they own. Consequently, the
ability to transfer beneficial interests in a Global Note to such Persons will
be limited to that extent. Because DTC can act only on behalf of Participants,
which in turn act on behalf of Indirect Participants, the ability of a Person
having beneficial interests in a Global Note to pledge such interests to
Persons that do not participate in the DTC system, or otherwise take actions in
respect of such interests, may be affected by the lack of a physical
certificate evidencing such interests.

                                      95



   Except as described below, owners of interest in the Global Notes will not
have notes registered in their names, will not receive physical delivery of
notes in certificated form and will not be considered the registered owners or
"holders" thereof under the indenture for any purpose.

   Payments in respect of the principal of, and interest and premium and
Liquidated Damages, if any, on a Global Note registered in the name of DTC or
its nominee will be payable to DTC in its capacity as the registered holder
under the indenture. Under the terms of the indenture, Roundy's and the trustee
will treat the Persons in whose names the notes, including the Global Notes,
are registered as the owners of the notes for the purpose of receiving payments
and for all other purposes. Consequently, neither Roundy's, the trustee nor any
agent of Roundy's or the trustee has or will have any responsibility or
liability for:

      (1) any aspect of DTC's records or any Participant's or Indirect
   Participant's records relating to or payments made on account of beneficial
   ownership interest in the Global Notes or for maintaining, supervising or
   reviewing any of DTC's records or any Participant's or Indirect
   Participant's records relating to the beneficial ownership interests in the
   Global Notes; or

      (2) any other matter relating to the actions and practices of DTC or any
   of its Participants or Indirect Participants.

   DTC has advised Roundy's that its current practice, upon receipt of any
payment in respect of securities such as the notes (including principal and
interest), is to credit the accounts of the relevant Participants with the
payment on the payment date unless DTC has reason to believe it will not
receive payment on such payment date. Each relevant Participant is credited
with an amount proportionate to its beneficial ownership of an interest in the
principal amount of the relevant security as shown on the records of DTC.
Payments by the Participants and the Indirect Participants to the beneficial
owners of notes will be governed by standing instructions and customary
practices and will be the responsibility of the Participants or the Indirect
Participants and will not be the responsibility of DTC, the trustee or
Roundy's. Neither Roundy's nor the trustee will be liable for any delay by DTC
or any of its Participants in identifying the beneficial owners of the notes,
and Roundy's and the trustee may conclusively rely on and will be protected in
relying on instructions from DTC or its nominee for all purposes.

   Subject to the transfer restrictions set forth under "Notice to Investors,"
transfers between Participants in DTC will be effected in accordance with DTC's
procedures, and will be settled in same-day funds, and transfers between
participants in Euroclear and Clearstream will be effected in accordance with
their respective rules and operating procedures.

   Subject to compliance with the transfer restrictions applicable to the notes
described herein, cross-market transfers between the Participants in DTC, on
the one hand, and Euroclear or Clearstream participants, on the other hand,
will be effected through DTC in accordance with DTC's rules on behalf of
Euroclear or Clearstream, as the case may be, by its respective depositary;
however, such cross-market transactions will require delivery of instructions
to Euroclear or Clearstream, as the case may be, by the counterparty in such
system in accordance with the rules and procedures and within the established
deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case
may be, will, if the transaction meets its settlement requirements, deliver
instructions to its respective depositary to take action to effect final
settlement on its behalf by delivering or receiving interests in the relevant
Global Note in DTC, and making or receiving payment in accordance with normal
procedures for same-day funds settlement applicable to DTC. Euroclear
participants and Clearstream participants may not deliver instructions directly
to the depositories for Euroclear or Clearstream.

   DTC has advised Roundy's that it will take any action permitted to be taken
by a holder of notes only at the direction of one or more Participants to whose
account DTC has credited the interests in the Global Notes and only in respect
of such portion of the aggregate principal amount of the notes as to which such
Participant or Participants has or have given such direction. However, if there
is an Event of Default under the notes, DTC reserves the right to exchange the
Global Notes for legended notes in certificated form, and to distribute such
notes to its Participants.

                                      96



   Although DTC, Euroclear and Clearstream have agreed to the foregoing
procedures to facilitate transfers of interests in the Rule 144A Global Notes
and the Regulation S Global Notes among participants in DTC, Euroclear and
Clearstream, they are under no obligation to perform or to continue to perform
such procedures, and may discontinue such procedures at any time. Neither
Roundy's nor the trustee nor any of their respective agents will have any
responsibility for the performance by DTC, Euroclear or Clearstream or their
respective participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

   A Global Note is exchangeable for definitive notes in registered
certificated form ("Certificated Notes") if:

      (1) DTC (a) notifies Roundy's that it is unwilling or unable to continue
   as depositary for the Global Notes or (b) has ceased to be a clearing agency
   registered under the Exchange Act and, in either case, Roundy's fails to
   appoint a successor depositary;

      (2) in the case of a Global Note held for an account of Euroclear or
   Clearstream, Euroclear or Clearstream, as the case may be, (a) is closed for
   business for a continuous period of 14 days (other than by reason of
   statutory or other holidays), or (b) announces an intention permanently to
   cease business or does in fact do so;

      (3) Roundy's, at its option, notifies the trustee in writing that it
   elects to cause the issuance of the Certificated Notes; or

      (4) there has occurred and is continuing a Default or Event of Default
   with respect to the notes.

In addition, beneficial interests in a Global Note may be exchanged for
Certificated Notes upon prior written notice given to the trustee by or on
behalf of DTC in accordance with the indenture. Further, in no event will
Regulation S Temporary Global Notes be exchanged for Certificated Notes prior
to the expiration of the Restricted Period and receipt by the registrar of any
certificates required pursuant to Regulation S. In all cases, Certificated
Notes delivered in exchange for any Global Note or beneficial interests in
Global Notes will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the depositary (in accordance with
its customary procedures) and will bear the applicable restrictive legend
referred to in "Notice to Investors," unless that legend is not required by
applicable law.

Exchange of Certificated Notes for Global Notes

   Certificated Notes may not be exchanged for beneficial interests in any
Global Note unless the transferor first delivers to the trustee a written
certificate (in the form provided in the indenture) to the effect that such
transfer will comply with the appropriate transfer restrictions applicable to
such notes. See "Notice to Investors."

Exchanges Between Regulation S Notes and Rule 144A Notes

   Beneficial interests in the Regulation S Global Note may be exchanged for
beneficial interests in the Rule 144A Global Note only if:

      (1) such exchange occurs in connection with a transfer of the notes
   pursuant to Rule 144A; and

      (2) the transferor first delivers to the trustee a written certificate
   (in the form provided in the indenture) to the effect that the notes are
   being transferred to a Person:

          (a) who the transferor reasonably believes to be a qualified
       institutional buyer within the meaning of Rule 144A;

          (b) purchasing for its own account or the account of a qualified
       institutional buyer in a transaction meeting the requirements of Rule
       144A; and

                                      97



          (c) in accordance with all applicable securities laws of the states
       of the United States and other jurisdictions.

   Beneficial interest in a Rule 144A Global Note may be transferred to a
Person who takes delivery in the form of an interest in the Regulation S Global
Note, whether before or after the expiration of the Restricted Period, only if
the transferor first delivers to the trustee a written certificate (in the form
provided in the indenture) to the effect that such transfer is being made in
accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available) and
that, if such transfer occurs prior to the expiration of the Restricted Period,
the interest transferred will be held immediately thereafter through Euroclear
or Clearstream.

   Transfers involving exchanges of beneficial interests between the Regulation
S Global Notes and the Rule 144A Global Notes will be effected in DTC by means
of an instruction originated by the trustee through the DTC Deposit/Withdraw at
Custodian system. Accordingly, in connection with any such transfer,
appropriate adjustments will be made to reflect a decrease in the principal
amount of the Regulation S Global Note and a corresponding increase in the
principal amount of the Rule 144A Global Note or vice versa, as applicable. Any
beneficial interest in one of the Global Notes that is transferred to a Person
who takes delivery in the form of an interest in the other Global Note will,
upon transfer, cease to be an interest in such Global Note and will become an
interest in the other Global Note and, accordingly, will thereafter be subject
to all transfer restrictions and other procedures applicable to beneficial
interest in such other Global Note for so long as it remains such an interest.
The policies and practices of DTC may prohibit transfers of beneficial
interests in the Regulation S Global Note prior to the expiration of the
Restricted Period.

Exchanges Between Regulation S Temporary Global Notes and Regulation S
Permanent Global Notes

   After the expiration of the Restricted Period, and upon receipt by the
trustee of written certification (in the form provided in the indenture) from
Euroclear or Clearstream, as the case may be, and upon receipt by Euroclear and
Clearstream, as the case may be, of written certification (in the form provided
in the indenture) from holders of beneficial interests in the Regulation S
Temporary Global Note that the note or notes with respect to which such
certifications are made are not owned by or for persons who are U.S. Persons or
for purposes of resale directly or indirectly to a U.S. Person or to a person
within the United States or its possessions, the trustee will exchange the
portion of the Regulation S Temporary Global Notes covered by such
certifications for interests in the Regulation S Permanent Global Notes.

Same Day Settlement and Payment

   Roundy's will make payments in respect of the notes represented by the
Global Notes (including principal, premium, if any, interest and Liquidated
Damages, if any) by wire transfer of immediately available funds to the
accounts specified by the Global Note holder. Roundy's will make all payments
of principal, interest and premium and Liquidated Damages, if any, with respect
to Certificated Notes by wire transfer of immediately available funds to the
accounts specified by the holders of the Certificated Notes or, if no such
account is specified, by mailing a check to each such holder's registered
address. The notes represented by the Global Notes are expected to be eligible
to trade in the PORTAL(TM) market and to trade in DTC's Same-Day Funds
Settlement System, and any permitted secondary market trading activity in such
notes will, therefore, be required by DTC to be settled in immediately
available funds. Roundy's expects that secondary trading in any Certificated
Notes will also be settled in immediately available funds.

   Because of time zone differences, the securities account of a Euroclear or
Clearstream participant purchasing an interest in a Global Note from a
Participant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear or Clearstream participant, during the securities
settlement processing day (which must be a business day for Euroclear and
Clearstream) immediately following the settlement date of DTC. DTC has advised
Roundy's that cash received in Euroclear or Clearstream as a result of sales of
interests in a Global Note by or through a Euroclear or Clearstream participant
to a Participant in DTC will be received with

                                      98



value on the settlement date of DTC but will be available in the relevant
Euroclear or Clearstream cash account only as of the business day for Euroclear
or Clearstream following DTC's settlement date.

Registration Rights; Liquidated Damages

   The following description is a summary of the material provisions of the
registration rights agreement. It does not restate that agreement in its
entirety. We urge you to read the proposed form of registration rights
agreement in its entirety because it, and not this description, defines your
registration rights as holders of these notes. See "--Additional Information."

   Roundy's, the Guarantors and the initial purchasers will enter into the
registration rights agreement on or prior to the closing of this offering.
Pursuant to the registration rights agreement, Roundy's and the Guarantors will
agree to file with the Commission the Exchange Offer Registration Statement on
the appropriate form under the Securities Act with respect to the Exchange
Notes. Upon the effectiveness of the Exchange Offer Registration Statement,
Roundy's and the Guarantors will offer to the holders of Transfer Restricted
Securities pursuant to the Exchange Offer who are able to make certain
representations the opportunity to exchange their Transfer Restricted
Securities for Exchange Notes.

   If:

      (1) Roundy's and the Guarantors are not

          (a) required to file the Exchange Offer Registration Statement; or

          (b) permitted to consummate the Exchange Offer because the Exchange
       Offer is not permitted by applicable law or Commission policy; or

      (2) any holder of Transfer Restricted Securities notifies Roundy's prior
   to the 20th day following consummation of the Exchange Offer that:

          (a) it is prohibited by law or Commission policy from participating
       in the Exchange Offer; or

          (b) that it may not resell the Exchange Notes acquired by it in the
       Exchange Offer to the public without delivering a prospectus and the
       prospectus contained in the Exchange Offer Registration Statement is not
       appropriate or available for such resales; or

          (c) that it is a broker-dealer and owns notes acquired directly from
       Roundy's or an affiliate of Roundy's,

Roundy's and the Guarantors will use their reasonable best efforts to file with
the Commission a Shelf Registration Statement to cover resales of the notes by
the holders of the notes who satisfy certain conditions relating to the
provision of information in connection with the Shelf Registration Statement.

   Roundy's and the Guarantors will use their reasonable best efforts to cause
the applicable registration statement to be declared effective as promptly as
possible by the Commission.

   For purposes of the preceding, "Transfer Restricted Securities" means each
note until:

      (1) the date on which such note has been exchanged by a Person other than
   a broker-dealer for an Exchange Note in the Exchange Offer;

      (2) following the exchange by a broker-dealer in the Exchange Offer of a
   note for an Exchange Note, the date on which such Exchange Note is sold to a
   purchaser who receives from such broker-dealer on or prior to the date of
   such sale a copy of the prospectus contained in the Exchange Offer
   Registration Statement;

                                      99



      (3) the date on which such note has been effectively registered under the
   Securities Act and disposed of in accordance with the Shelf Registration
   Statement; or

      (4) the date on which such note is distributed to the public pursuant to
   Rule 144 under the Securities Act.

   The registration rights agreement will provide that:

      (1) Roundy's and the Guarantors will file an Exchange Offer Registration
   Statement with the Commission on or prior to 90 days after the closing of
   this offering;

      (2) Roundy's and the Guarantors will use their reasonable best efforts to
   have the Exchange Offer Registration Statement declared effective by the
   Commission on or prior to 180 days after the closing of this offering;

      (3) unless the Exchange Offer would not be permitted by applicable law or
   Commission policy, Roundy's and the Guarantors will

          (a) commence the Exchange Offer; and

          (b) use their reasonable best efforts to issue on or prior to 30
       business days, or longer, if required by the federal securities laws,
       after the date on which the Exchange Offer Registration Statement was
       declared effective by the Commission, Exchange Notes in exchange for all
       notes tendered prior thereto in the Exchange Offer; and

      (4) if obligated to file the Shelf Registration Statement, Roundy's and
   the Guarantors will use their reasonable best efforts to file the Shelf
   Registration Statement with the Commission on or prior to 90 days after such
   filing obligation arises and to cause the Shelf Registration to be declared
   effective by the Commission on or prior to 180 days after such obligation
   arises.

   If:

      (1) Roundy's and the Guarantors fail to file any of the registration
   statements required by the registration rights agreement on or before the
   date specified for such filing; or

      (2) any of such registration statements is not declared effective by the
   Commission on or prior to the date specified for such effectiveness (the
   "Effectiveness Target Date"); or

      (3) Roundy's and the Guarantors fail to consummate the Exchange Offer
   within 30 business days of the Effectiveness Target Date with respect to the
   Exchange Offer Registration Statement; or

      (4) the Shelf Registration Statement or the Exchange Offer Registration
   Statement is declared effective but thereafter ceases to be effective or
   usable in connection with resales of Transfer Restricted Securities during
   the periods specified in the registration rights agreement (each such event
   referred to in clauses (1) through (4) above, a "Registration Default"),

then Roundy's and the Guarantors will pay Liquidated Damages to each holder of
notes, with respect to the first 90-day period immediately following the
occurrence of the first Registration Default in an amount equal to $.05 per
week per $1,000 principal amount of notes held by such holder.

   The amount of the Liquidated Damages will increase by an additional $.05 per
week per $1,000 principal amount of notes with respect to each subsequent
90-day period until all Registration Defaults have been cured, up to a maximum
amount of Liquidated Damages for all Registration Defaults of $.50 per week per
$1,000 principal amount of notes.

   All accrued Liquidated Damages will be paid by Roundy's and the Guarantors
on each Interest Payment Date to the Global Note Holder by wire transfer of
immediately available funds or by federal funds check and to holders of
Certificated Notes by wire transfer to the accounts specified by them or by
mailing checks to their registered addresses if no such accounts have been
specified.

                                      100



   Following the cure of all Registration Defaults, the accrual of Liquidated
Damages will cease.

   Holders of notes will be required to make certain representations to
Roundy's (as described in the registration rights agreement) in order to
participate in the Exchange Offer and will be required to deliver certain
information to be used in connection with the Shelf Registration Statement and
to provide comments on the Shelf Registration Statement within the time periods
set forth in the registration rights agreement in order to have their notes
included in the Shelf Registration Statement and benefit from the provisions
regarding Liquidated Damages set forth above. By acquiring Transfer Restricted
Securities, a holder will be deemed to have agreed to indemnify Roundy's and
the Guarantors against certain losses arising out of information furnished by
such holder in writing for inclusion in any Shelf Registration Statement.
Holders of notes will also be required to suspend their use of the prospectus
included in the Shelf Registration Statement under certain circumstances upon
receipt of written notice to that effect from Roundy's.

Governing Law

   The indenture, the notes and the Subsidiary Guarantees will be governed by,
and construed in accordance with, the laws of the State of New York.

Certain Definitions

   Set forth below are certain defined terms used in the indenture. Reference
is made to the indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.

   "Acquired Debt" means, with respect to any specified Person:

      (1) Indebtedness of any other Person existing at the time such other
   Person is merged with or into or became a Subsidiary of such specified
   Person, whether or not such Indebtedness is incurred in connection with, or
   in contemplation of, such other Person merging with or into, or becoming a
   Subsidiary of, such specified Person; and

      (2) Indebtedness secured by a Lien encumbering any asset acquired by such
   specified Person.

   "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of
the Voting Stock of a Person will be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings. No Person (other than Roundy's or any
Subsidiary of Roundy's) in whom a Receivables Subsidiary makes an Investment in
connection with a Qualified Receivables Transaction will be deemed to be an
Affiliate of Roundy's or any of its Subsidiaries solely by reason of such
Investment.

   "Asset Sale" means:

      (1) the sale, lease, conveyance or other disposition of any assets or
   rights, other than sales of inventory in the ordinary course of business
   consistent with past practices; provided that the sale, conveyance or other
   disposition of all or substantially all of the assets of Roundy's and its
   Restricted Subsidiaries taken as a whole will be governed by the provisions
   of the indenture described above under the caption "--Repurchase at the
   Option of Holders--Change of Control" and/or the provisions described above
   under the caption
   "--Certain Covenants--Merger, Consolidation or Sale of Assets" and not by
   the provisions of the Asset Sale covenant; and

                                      101



      (2) the issuance or sale of Equity Interests by any of Roundy's
   Restricted Subsidiaries or the sale of Equity Interests in any of its
   Restricted Subsidiaries.

   Notwithstanding the preceding, none of the following items will be deemed to
be an Asset Sale:

      (1) any single transaction or series of related transactions that
   involves assets having a fair market value of less than $2.0 million;

      (2) a transfer of assets between or among Roundy's and its Restricted
   Subsidiaries;

      (3) an issuance of Equity Interests by a Restricted Subsidiary to
   Roundy's or to another Restricted Subsidiary;

      (4) the sale or lease of equipment, inventory, accounts receivable or
   other assets in the ordinary course of business;

      (5) the sale or other disposition of cash or Cash Equivalents;

      (6) a Restricted Payment or Permitted Investment that is permitted by the
   covenant described above under the caption "--Certain Covenants--Restricted
   Payments;"

      (7) any sale of Equity Interests in, or Indebtedness or other securities
   of, an Unrestricted Subsidiary;

      (8) sales of accounts receivable and related assets of the type specified
   in the definition of "Qualified Receivables Transaction" to a Receivables
   Subsidiary for the fair market value thereof, including cash in an amount at
   least equal to 75% of the book value thereof as determined in accordance
   with GAAP, it being understood that, for the purposes of this clause (8),
   notes received in exchange for the transfer of accounts receivable and
   related assets will be deemed cash if the Receivables Subsidiary or other
   payor is required to repay said notes as soon as practicable from cash
   collections available to the Receivables Subsidiary or other payor less
   amounts required to be established as reserves pursuant to contractual
   agreements with entities that are not Affiliates of Roundy's entered into as
   part of a Qualified Receivables Transaction; and

      (9) transfers of accounts receivable and related assets of the type
   specified in the definition of "Qualified Receivables Transaction" (or a
   fractional undivided interest therein) by a Receivables Subsidiary in a
   Qualified Receivables Transaction.

   "Attributable Debt" in respect of a sale and leaseback transaction means, at
the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP; provided,
however, that if such sale and leaseback transaction is also a Capital Lease
Obligation, it will be treated as such for all purposes under the indenture.

   "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

   "Board of Directors" means:

      (1) with respect to a corporation, the board of directors of the
   corporation;

      (2) with respect to a partnership, the Board of Directors of the general
   partner of the partnership; and

      (3) with respect to any other Person, the board or committee of such
   Person serving a similar function.

                                      102



   "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

   "Capital Stock" means:

      (1) in the case of a corporation, corporate stock;

      (2) in the case of an association or business entity, any and all shares,
   interests, participations, rights or other equivalents (however designated)
   of corporate stock;

      (3) in the case of a partnership or limited liability company,
   partnership or membership interests (whether general or limited); and

      (4) any other interest or participation that confers on a Person the
   right to receive a share of the profits and losses of, or distributions of
   assets of, the issuing Person.

   "Cash Equivalents" means:

      (1) U.S. dollars;

      (2) securities issued or directly and fully guaranteed or insured by the
   U.S. government or any agency or instrumentality of the U.S. government
   (provided that the full faith and credit of the United States is pledged in
   support of those securities) having maturities of not more than 12 months
   from the date of acquisition;

      (3) certificates of deposit and eurodollar time deposits with maturities
   of 12 months or less from the date of acquisition, bankers' acceptances with
   maturities not exceeding 12 months and overnight bank deposits, in each
   case, with any lender party to the Credit Agreement or with any domestic
   commercial bank having capital and surplus in excess of $500.0 million and a
   Thomson Bank Watch Rating of "B" or better;

      (4) repurchase obligations with a term of not more than seven days for
   underlying securities of the types described in clauses (2) and (3) above
   entered into with any financial institution meeting the qualifications
   specified in clause (3) above;

      (5) commercial paper having a rating no lower than "A-2" from Moody's
   Investors Service, Inc. ("Moody's") or "P2" from Standard & Poor's Rating
   Services ("S&P") and in each case maturing within 12 months after the date
   of acquisition;

      (6) money market funds at least 95% of the assets of which constitute
   Cash Equivalents of the kinds described in clauses (1) through (5) of this
   definition; and

      (7) readily marketable direct obligations issued by any state of the
   United States or any political subdivision thereof, in either case having
   one of the two highest rating categories obtainable from either Moody's or
   S&P.

   "Change of Control" means the occurrence of any of the following:

      (1) the direct or indirect sale, transfer, conveyance or other
   disposition (other than by way of merger or consolidation), in one or a
   series of related transactions, of all or substantially all of the
   properties or assets of Roundy's and its Restricted Subsidiaries taken as a
   whole to any "person" (as that term is used in Section 13(d)(3) of the
   Exchange Act) other than a Principal or a Related Party of a Principal;

      (2) the adoption of a plan relating to the liquidation or dissolution of
   Roundy's;

      (3) the consummation of any transaction (including, without limitation,
   any merger or consolidation) the result of which is that any "person" (as
   defined above), other than the Principals and their Related Parties, becomes
   the Beneficial Owner, directly or indirectly, of more than 50% of the Voting
   Stock of Roundy's, measured by voting power rather than number of shares; or

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      (4) the first day on which a majority of the members of the Board of
   Directors of Roundy's are not Continuing Directors.

   "Consolidated Cash Flow" means, with respect to any specified Person for any
period, the Consolidated Net Income of such Person for such period plus:

      (1) an amount equal to any extraordinary loss plus any net loss realized
   by such Person or any of its Restricted Subsidiaries in connection with an
   Asset Sale, to the extent such losses were deducted in computing such
   Consolidated Net Income; plus

      (2) provision for taxes based on income or profits of such Person and its
   Restricted Subsidiaries for such period, to the extent that such provision
   for taxes was deducted in computing such Consolidated Net Income; plus

      (3) consolidated interest expense of such Person and its Restricted
   Subsidiaries for such period, whether paid or accrued and whether or not
   capitalized (including, without limitation, amortization of debt issuance
   costs and original issue discount, non-cash interest payments, the interest
   component of any deferred payment obligations, the interest component of all
   payments associated with Capital Lease Obligations, imputed interest with
   respect to Attributable Debt, commissions, discounts and other fees and
   charges incurred in respect of letter of credit or bankers' acceptance
   financings, and net of the effect of all payments made or received pursuant
   to Hedging Obligations), to the extent that any such expense was deducted in
   computing such Consolidated Net Income; plus

      (4) depreciation, amortization (including amortization of goodwill and
   other intangibles but excluding amortization of prepaid cash expenses that
   were paid in a prior period) and other non-cash items (excluding any such
   non-cash expense to the extent that it represents an accrual of or reserve
   for cash expenses in any future period or amortization of a prepaid cash
   expense that was paid in a prior period) of such Person and its Restricted
   Subsidiaries for such period to the extent that such depreciation,
   amortization and other non-cash items were deducted in computing such
   Consolidated Net Income; plus

      (5) all non-recurring costs and expenses of Roundy's and its Restricted
   Subsidiaries incurred within three months of date of the indenture in
   connection with the Transactions, including the related financing
   transactions; plus

      (6) all non-cash charges relating to employee benefit or other management
   compensation plans of Roundy's or any of its Restricted Subsidiaries or any
   non-cash compensation charge arising from any grant of stock, stock options
   or other equity-based awards of Roundy's or any of its Restricted
   Subsidiaries (excluding in each case any non-cash charge to the extent that
   it represents an accrual of or reserve for cash expenses in any future
   period or amortization of a prepaid cash expense incurred in a prior
   period), in each case, to the extent that such non-cash charges were
   deducted in computing such Consolidated Net Income; plus

      (7) all items classified as extraordinary, unusual or nonrecurring
   non-cash losses or charges (including, without limitation, severance,
   relocation and other restructuring costs), and related tax effects according
   to GAAP to the extent such non-cash charges or losses were deducted in
   computing such Consolidated Net Income; minus

      (8) non-cash items increasing such Consolidated Net Income for such
   period, other than the accrual of revenue in the ordinary course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

                                      104



   "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

      (1) the Net Income of any Person that is not a Restricted Subsidiary or
   that is accounted for by the equity method of accounting will be included
   only to the extent of the amount of dividends or distributions paid in cash
   to the specified Person or a Restricted Subsidiary of the Person;

      (2) the Net Income of any Restricted Subsidiary will be excluded to the
   extent that the declaration or payment of dividends or similar distributions
   by that Restricted Subsidiary of that Net Income is not at the date of
   determination permitted without any prior governmental approval (that has
   not been obtained) or, directly or indirectly, by operation of the terms of
   its charter or any agreement, instrument, judgment, decree, order, statute,
   rule or governmental regulation applicable to that Restricted Subsidiary or
   its stockholders (except to the extent of the amount of dividends or
   distributions that have actually been paid in the calculation period);

      (3) the Net Income of any Person acquired in a pooling of interests
   transaction for any period prior to the date of such acquisition will be
   excluded;

      (4) the cumulative effect of a change in accounting principles will be
   excluded; and

      (5) the net loss of any Person that is not a Restricted Subsidiary will
   be excluded.

   "Consolidated Net Tangible Assets" means, with respect to Roundy's, the
total of all assets appearing on the consolidated balance sheet of Roundy's and
its majority owned or Wholly Owned Restricted Subsidiaries, as determined on a
consolidated basis in accordance with GAAP, but excluding (i) the book amount
of all segregated intangible assets, (ii) all depreciation, valuation and other
reserves, (iii) current liabilities, (iv) any minority interest in the stock
and surplus of Restricted Subsidiaries, (v) investments in subsidiaries that
are not Restricted Subsidiaries, (vi) deferred income and deferred liabilities
and (vii) other items deductible under generally accepted accounting principles.

   "Consolidated Net Worth" means, with respect to any specified Person as of
any date, the sum of:

      (1) the consolidated equity of the common stockholders of such Person and
   its consolidated Subsidiaries as of such date; plus

      (2) the respective amounts reported on such Person's balance sheet as of
   such date with respect to any series of preferred stock (other than
   Disqualified Stock) that by its terms is not entitled to the payment of
   dividends unless such dividends may be declared and paid only out of net
   earnings in respect of the year of such declaration and payment, but only to
   the extent of any cash received by such Person upon issuance of such
   preferred stock.

   "Continuing Directors" means, as of any date of determination, any member of
the Board of Directors of Roundy's who:

      (1) was a member of such Board of Directors on the date of the indenture;
   or

      (2) was nominated for election or elected to such Board of Directors with
   the approval of a majority of the Continuing Directors who were members of
   such Board at the time of such nomination or election.

   "Credit Agreement" means that certain Credit Agreement, expected to be dated
as of June 6, 2002 by and among Roundy's, Bear Stearns Corporate Lending Inc.
and Canadian Imperial Bank of Commerce, providing for up to $375,000,000 of
borrowings (including the term loans and revolving loans thereunder), including
any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, modified,
renewed, refunded, replaced or refinanced from time to time, including any
agreement extending the maturity of, refinancing, replacing or otherwise
restructuring (including increasing

                                      105



the amount of available borrowings thereunder or adding Subsidiaries of
Roundy's as additional borrowers or guarantors thereunder) all or any portion
of the Indebtedness under such agreement or any successor or replacement
agreement and whether by the same or any other agent, lender or group of
lenders.

   "Credit Facilities" means, one or more debt facilities or indentures
(including, without limitation, the Credit Agreement or any other Revolving
Credit Facility or Term Loan Facility) or commercial paper facilities, in each
case with banks or other institutional lenders providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow
from such lenders against such receivables), letters of credit or other
long-term indebtedness, in each case, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time.

   "Default" means any event that is, or with the passage of time or the giving
of notice or both would be, an Event of Default.

   "Designated Non-Cash Consideration" means any non-cash consideration
received by Roundy's or any of its Restricted Subsidiaries in connection with
an Asset Sale that is designated as Designated Non-Cash Consideration pursuant
to an officers' certificate setting forth the fair market value of such
non-cash consideration and the basis of the valuation.

   "Designated Senior Debt" means:

      (1) any Indebtedness outstanding under the Credit Agreement; and

      (2) after payment in full of all Obligations under the Credit Agreement,
   any other Senior Debt permitted under the indenture the principal amount of
   which is $25.0 million or more and that has been designated by Roundy's as
   "Designated Senior Debt."

   "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the
date that is 91 days after the date on which the notes mature; provided that if
such Capital Stock is issued to any employee or to any plan for the benefit of
employees of Roundy's or any of its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely
because it may be required to be repurchased by Roundy's or such Subsidiary in
order to satisfy applicable statutory or regulatory obligations or as a result
of such employee's death or disability. Notwithstanding the preceding sentence,
any Capital Stock that would constitute Disqualified Stock solely because the
holders of the Capital Stock have the right to require Roundy's to repurchase
such Capital Stock upon the occurrence of a change of control or an asset sale
will not constitute Disqualified Stock if the terms of such Capital Stock
provide that Roundy's may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
the covenant described above under the caption "--Certain Covenants--Restricted
Payments."

   "Domestic Subsidiary" means any Restricted Subsidiary of Roundy's that was
formed under the laws of the United States or any state of the United States or
the District of Columbia or that guarantees or otherwise provides direct credit
support for any Indebtedness of Roundy's.

   "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

   "Equity Offering" means (1) a public offering of common equity securities or
(2) a private placement of common equity securities yielding gross proceeds to
the issuer of at least $25.0 million, in each case, as applicable, effected by
Roundy's or Roundy's direct or indirect parent company (so long as the proceeds
of such equity offering are substantially concurrently contributed to Roundy's).

                                      106



   "Excluded Contributions" means the net cash proceeds received by Roundy's
after the date of the indenture from (a) contributions to its common equity
capital and (b) the sale (other than to a Subsidiary or to any management
equity plan or stock option plan or any other management or employee benefit
plan or agreement of Roundy's or any of its Subsidiaries) of Capital Stock
(other than Disqualified Stock) of Roundy's, in each case designated within 60
days of the receipt of such net cash proceeds as Excluded Contributions
pursuant to an officers' certificate.

   "Existing Indebtedness" means Indebtedness of Roundy's and its Restricted
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of the indenture, until such amounts are repaid.

   "Fixed Charges" means, with respect to any specified Person for any period,
the sum, without duplication, of:

      (1) the consolidated interest expense of such Person and its Restricted
   Subsidiaries for such period, whether paid or accrued, including, without
   limitation, amortization of debt issuance costs and original issue discount,
   non-cash interest payments, the interest component of any deferred payment
   obligations, the interest component of all payments associated with Capital
   Lease Obligations, imputed interest with respect to Attributable Debt,
   commissions, discounts and other fees and charges incurred in respect of
   letter of credit or bankers' acceptance financings, and net of the effect of
   all payments made or received pursuant to Hedging Obligations (excluding
   amortization of debt issuance costs associated with the Transactions); plus

      (2) the consolidated interest of such Person and its Restricted
   Subsidiaries that was capitalized during such period; plus

      (3) any interest expense on Indebtedness of another Person (other than an
   Investee Store) that is Guaranteed by such Person or one of its Restricted
   Subsidiaries or secured by a Lien on assets of such Person or one of its
   Restricted Subsidiaries, whether or not such Guarantee or Lien is called
   upon; plus

      (4) the product of (a) all dividends, whether paid or accrued and whether
   or not in cash, on any series of preferred stock of such Person or any of
   its Restricted Subsidiaries (but for the sake of clarity, not of Holdings),
   other than dividends on Equity Interests payable solely in Equity Interests
   of Roundy's (other than Disqualified Stock) or to Roundy's or a Restricted
   Subsidiary of Roundy's, times (b) (i) if such Person is not a taxable entity
   for U.S. federal income tax purposes, one and (ii) if such Person is such a
   taxable entity, a fraction, the numerator of which is one and the
   denominator of which is one minus the then current combined federal, state
   and local effective tax rate of such Person, expressed as a decimal, in each
   case, on a consolidated basis and in accordance with GAAP.

   "Fixed Charge Coverage Ratio" means, with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Fixed Charges of such Person and
its Restricted Subsidiaries for such period. In the event that the specified
Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees,
repays, repurchases or redeems any Indebtedness (other than ordinary working
capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated and on or prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

   In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

      (1) acquisitions that have been made by the specified Person or any of
   its Restricted Subsidiaries, including through mergers or consolidations and
   including any related financing transactions, during the four-quarter
   reference period or subsequent to such reference period and on or prior to
   the Calculation Date

                                      107



   will be given pro forma effect as if they had occurred on the first day of
   the four-quarter reference period and Consolidated Cash Flow for such
   reference period will be calculated on a pro forma basis in accordance with
   Regulation S-X under the Securities Act (including any Pro Forma Cost
   Savings), but without giving effect to clause (3) of the proviso set forth
   in the definition of Consolidated Net Income;

      (2) the Consolidated Cash Flow attributable to discontinued operations,
   as determined in accordance with GAAP, and operations or businesses disposed
   of prior to the Calculation Date, will be excluded from the four-quarter
   reference period on a pro forma basis (as provided above);

      (3) the Fixed Charges attributable to discontinued operations, as
   determined in accordance with GAAP, and operations or businesses disposed of
   prior to the Calculation Date, will be excluded from the four-quarter
   reference period on a pro forma basis (as provided above), but only to the
   extent that the obligations giving rise to such Fixed Charges will not be
   obligations of the specified Person or any of its Restricted Subsidiaries
   following the Calculation Date; and

      (4) if since the beginning of such period any Person that subsequently
   became a Restricted Subsidiary or was merged with or into Roundy's or any
   Restricted Subsidiary since the beginning of such period shall have made any
   Investment, acquisition, disposition, discontinued operation, merger or
   consolidation that would have required adjustment pursuant to this
   definition, then the Fixed Charge Coverage Ratio shall be calculated giving
   pro forma effect thereto for such period as if such Investment, acquisition,
   disposition, discontinued operation, merger or consolidation had occurred at
   the beginning of the applicable four-quarter period.

   "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

   "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

   "Guarantors" means each of:

      (1) Roundy's direct and indirect Domestic Subsidiaries existing on the
   date of the indenture; and
      (2) any other subsidiary that executes a Subsidiary Guarantee in
   accordance with the provisions of the indenture;

and their respective successors and assigns.

   "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

      (1) interest rate swap agreements, interest rate cap agreements and
   interest rate collar agreements; and

      (2) other agreements or arrangements designed to protect such Person
   against fluctuations in interest rates, currency exchange rates or commodity
   prices.

   "Holdings" means Roundy's Acquisition Corp., a Delaware Corporation.

   "Indebtedness" means, with respect to any specified Person, any indebtedness
of such Person, whether or not contingent:

      (1) in respect of borrowed money;

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      (2) evidenced by bonds, notes, debentures or similar instruments or
   letters of credit (or reimbursement agreements in respect thereof);

      (3) in respect of banker's acceptances;

      (4) representing Capital Lease Obligations;

      (5) representing the balance deferred and unpaid of the purchase price of
   any property, except any such balance that constitutes an accrued expense or
   trade payable; or

      (6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of
the specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

   The amount of any Indebtedness outstanding as of any date will be:

      (1) the accreted value of the Indebtedness, in the case of any
   Indebtedness issued with original issue discount; and

      (2) the principal amount of the Indebtedness, together with any interest
   on the Indebtedness that is more than 30 days past due, in the case of any
   other Indebtedness.

   "Investee Store" means, a Person in which Roundy's or any of its Restricted
Subsidiaries has invested equity capital, to which it has made loans or for
which it has guaranteed loans, in any such case in accordance with the business
practice of Roundy's and its Restricted Subsidiaries of making equity
investments in, making loans to or guaranteeing loans made to Persons in
acquiring, remodeling, refurbishing, expanding or operating one or more retail
grocery stores.

   "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers
and employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If Roundy's or
any Subsidiary of Roundy's sells or otherwise disposes of any Equity Interests
of any direct or indirect Restricted Subsidiary of Roundy's such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of Roundy's, Roundy's will be deemed to have made an Investment on
the date of any such sale or disposition equal to the fair market value of
Roundy's Investments in such Subsidiary that were not sold or disposed of in an
amount determined as provided in the final paragraph of the covenant described
above under the caption "--Certain Covenants--Restricted Payments." The
acquisition by Roundy's or any Restricted Subsidiary of Roundy's of a Person
that holds an Investment in a third Person will be deemed to be an Investment
by Roundy's or such Subsidiary in such third Person in an amount equal to the
fair market value of the Investments held by the acquired Person in such third
Person in an amount determined as provided in the final paragraph of the
covenant described above under the caption "--Certain Covenants--Restricted
Payments."

   "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether
or not filed, recorded or otherwise perfected under applicable law, including
any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

                                      109



   "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

      (1) any gain or loss, together with any related provision for taxes on
   such gain or loss, realized in connection with: (a) any Asset Sale; or (b)
   the disposition of any securities by such Person or any of its Restricted
   Subsidiaries or the extinguishment of any Indebtedness of such Person or any
   of its Restricted Subsidiaries; and

      (2) any extraordinary gain or loss, together with any related provision
   for taxes on such extraordinary gain or loss.

   "Net Proceeds" means the aggregate cash proceeds received by Roundy's or any
of its Restricted Subsidiaries in respect of any Asset Sale (including, without
limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of
the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, and amounts required to
be applied to the repayment of Indebtedness, other than Indebtedness under a
Credit Facility, secured by a Lien on the asset or assets that were the subject
of such Asset Sale and any reserve for adjustment in respect of the sale price
of such asset or assets established in accordance with GAAP for adjustment in
respect of any liabilities associated with such asset or assets and retained by
Roundy's after such sale or other disposition thereof, including, without
limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such transaction.

   "Non-Recourse Debt" means Indebtedness:

      (1) as to which neither Roundy's nor any of its Restricted Subsidiaries
   (a) provides credit support of any kind (including any undertaking,
   agreement or instrument that would constitute Indebtedness), (b) is directly
   or indirectly liable as a guarantor or otherwise, or (c) constitutes the
   lender;

      (2) no default with respect to which (including any rights that the
   holders of the Indebtedness may have to take enforcement action against an
   Unrestricted Subsidiary) would permit upon notice, lapse of time or both any
   holder of any other Indebtedness (other than the notes) of Roundy's or any
   of its Restricted Subsidiaries to declare a default on such other
   Indebtedness or cause the payment of the Indebtedness to be accelerated or
   payable prior to its stated maturity; and

      (3) as to which the lenders have been notified in writing that they will
   not have any recourse to the stock or assets of Roundy's or any of its
   Restricted Subsidiaries.

   "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

   "Permitted Business" means the lines of business conducted by Roundy's and
its Subsidiaries on the date of the indenture and any businesses similar,
related, incidental or ancillary thereto or that constitutes a reasonable
extension or expansion thereof.

   "Permitted Investments" means:

      (1) any Investment in Roundy's or in a Restricted Subsidiary of Roundy's
   that is a Guarantor;

      (2) any Investment in Cash Equivalents;

      (3) any Investment by Roundy's or any Subsidiary of Roundy's in a Person,
   if as a result of such Investment:

          (a) such Person becomes a Restricted Subsidiary of Roundy's and a
       Guarantor; or

                                      110



          (b) such Person is merged, consolidated or amalgamated with or into,
       or transfers or conveys substantially all of its assets to, or is
       liquidated into, Roundy's or a Restricted Subsidiary of Roundy's that is
       a Guarantor;

      (4) any Investment made as a result of the receipt of non-cash
   consideration from an Asset Sale that was made pursuant to and in compliance
   with the covenant described above under the caption "--Repurchase at the
   Option of Holders--Asset Sales;"

      (5) any Investment the payment for which consists solely of Equity
   Interests (other than Disqualified Stock) of Roundy's;

      (6) any Investments received in compromise of obligations of such persons
   incurred in the ordinary course of trade creditors or customers that were
   incurred in the ordinary course of business, including pursuant to any plan
   of reorganization or similar arrangement upon the bankruptcy or insolvency
   of any trade creditor or customer;

      (7) Hedging Obligations;

      (8) any Investments in direct financing leases for equipment and real
   estate owned or leased by Roundy's and leased to its customers in the
   ordinary course of business consistent with past practice;

      (9) Investments in Investee Stores either in the form of equity, loans or
   other extensions of credit having an aggregate fair market value (measured
   on the date each such Investment was made and without giving effect to
   subsequent changes in value), when taken together with all other Investments
   made pursuant to this clause (9) that are at that time outstanding not to
   exceed 5.0% of Roundy's Consolidated Net Tangible Assets; and

      (10) any Investment existing on the date of the Indenture;

      (11) advances to employees and officers or loans to managerial employees
   for the purchase of Equity Interests, in all such cases not to exceed $3.0
   million at any one time outstanding;

      (12) any Investment acquired by the Company or any of its Restricted
   Subsidiaries:

          (a) in exchange for any other Investment or accounts receivable held
       by the Company or any such Restricted Subsidiary in connection with or
       as a result of a bankruptcy, workout, reorganization or recapitalization
       of the issuer of such other Investment or accounts receivable, or

          (b) as a result of a foreclosure by the Company or any of its
       Restricted Subsidiaries with respect to any secured Investment or other
       transfer of title with respect to any secured Investment in default;

      (13) Investments consisting of the licensing or contribution of
   intellectual property pursuant to joint marketing arrangements with other
   Persons;

      (14) Investments consisting of purchase and acquisitions of inventory,
   supplies, materials and equipment or licenses or leases of intellectual
   property, in any case, in the ordinary course of business;

      (15) Guarantees by Roundy's or any of its Restricted Subsidiaries of
   Indebtedness otherwise permitted to be incurred by Roundy's or a Restricted
   Subsidiary, as the case may be, under the indenture;

      (16) so long as no Default has occurred and is continuing or would be
   caused thereby, Investments that are made with Excluded Contributions;

      (17) the acquisition by a Receivables Subsidiary in connection with a
   Qualified Receivables Transaction of Equity Interests of a trust or other
   Person established by such Receivables Subsidiary to effect such Qualified
   Receivables Transaction; and any other Investment by Roundy's or a
   Subsidiary of Roundy's in a Receivables Subsidiary or any Investment by a
   Receivables Subsidiary in any other Person in connection with a Qualified
   Receivables Transaction; provided, that such other Investment is in the form
   of a note or other instrument that the Receivables Subsidiary or other
   Person is required to repay as soon as practicable from cash collections
   available to such Receivables Subsidiary or other Person less amounts

                                      111



   required to be established as reserves pursuant to contractual agreements
   with entities that are not Affiliates of Roundy's entered into as part of a
   Qualified Receivables Transaction;

      (18) Investments made in the ordinary course of business and consistent
   with past practice in Badger Assurance Ltd. which are made for the purpose
   of funding the insurance requirements of Roundy's and its Subsidiaries
   having an aggregate fair market value (measured on the date each such
   Investment was made and without giving effect to subsequent changes in
   value), when taken together with all other Investments made pursuant to this
   clause (18) that are at that time outstanding not to exceed 0.65% of
   Roundy's net sales and service fees for Roundy's most recently ended four
   full quarters for which internal financial statements are available
   immediately preceding the date on which such Investment is made; and

      (19) other Investments in any Person other than Holdings or an Affiliate
   of Holdings that is not also a Subsidiary of Roundy's having an aggregate
   fair market value (measured on the date each such Investment was made and
   without giving effect to subsequent changes in value), when taken together
   with all other Investments made pursuant to this clause (19) that are at
   that time outstanding not to exceed $25.0 million.

   "Permitted Junior Securities" means:

      (1) Equity Interests in Roundy's or any Guarantor; or

      (2) debt securities that are subordinated to all Senior Debt and any debt
   securities issued in exchange for Senior Debt to substantially the same
   extent as, or to a greater extent than, the notes and the Subsidiary
   Guarantees are subordinated to Senior Debt under the indenture.

   "Permitted Liens" means:

      (1) Liens securing Senior Debt and other obligations with respect thereto
   that were permitted by the terms of the indenture to be incurred;

      (2) Liens in favor of Roundy's or any Restricted Subsidiary;

      (3) Liens on property of a Person existing at the time such Person is
   merged with or into or consolidated with Roundy's or any Subsidiary of
   Roundy's; provided that such Liens were in existence prior to the
   contemplation of such merger or consolidation and do not extend to any
   assets other than those of the Person merged into or consolidated with
   Roundy's or the Subsidiary;

      (4) Liens on property existing at the time of acquisition of the property
   by Roundy's or any Subsidiary of Roundy's, provided that such Liens were in
   existence prior to the contemplation of such acquisition;

      (5) Liens to secure the performance of statutory obligations, surety or
   appeal bonds, performance bonds or other obligations of a like nature
   incurred in the ordinary course of business;

      (6) Liens to secure Indebtedness (including Capital Lease Obligations)
   permitted by clause (5) of the second paragraph of the covenant entitled
   "--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred
   Stock" covering only the assets acquired with such Indebtedness;

      (7) Liens existing on the date of the indenture;

      (8) Liens for taxes, assessments or governmental charges or claims that
   are not yet delinquent or that are being contested in good faith by
   appropriate proceedings promptly instituted and diligently concluded,
   provided that any reserve or other appropriate provision as is required in
   conformity with GAAP has been made therefor;

      (9) Liens incurred in the ordinary course of business of Roundy's or any
   Subsidiary of Roundy's with respect to obligations that do not exceed $10.0
   million at any one time outstanding;

      (10) Liens on assets of Unrestricted Subsidiaries that secure
   Non-Recourse Debt of Unrestricted Subsidiaries;

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      (11) Liens incurred or deposits made in the ordinary course of business
   in connection with worker's compensation, unemployment insurance and other
   types of social security, including any Lien securing letters of credit
   issued in the ordinary course of business consistent with past practice in
   connection therewith, or to secure the performance of tenders, statutory
   obligations, surety and appeal bonds, bids, leases, government contracts,
   performance and return-of-money bonds and other similar obligations
   (exclusive of obligations for the payment of borrowed money) incurred in the
   ordinary course of business;

      (12) judgment Liens not giving rise to an Event of Default;

      (13) Liens upon specific items of inventory or other goods and proceeds
   of any Person securing such Person's obligations in respect of banker's
   acceptances issued or created for the account of such Person to facilitate
   the purchase, shipment or storage of such inventory or other goods;

      (14) Liens securing reimbursement obligations with respect to commercial
   letters of credit which encumber documents and other property relating to
   such letters of credit and products and proceeds thereof;

      (15) Liens encumbering deposits made to secure obligations arising from
   statutory, regulatory, contractual, or warranty requirements of Roundy's or
   any of its Restricted Subsidiaries, including rights of offset and set-off;

      (16) Liens arising from filing Uniform Commercial Code financing
   statements regarding leases;

      (17) Liens securing the notes and the Guarantees;

      (18) Liens securing Hedging Obligations that are permitted by the
   indenture to be incurred;

      (19) banker's Liens and rights of set-off;

      (20) statutory Liens of landlords and Liens of carriers, warehousemen,
   mechanics, suppliers, materialmen, repairmen and other Liens imposed by law
   incurred in the ordinary course of business for sums not yet delinquent or
   being contested in good faith, if such reserve or other appropriate
   provision, if any, as shall be required by GAAP shall have been made in
   respect thereof; and

      (21) Liens on assets of Roundy's, any Subsidiary of Roundy's or a
   Receivables Subsidiary incurred in connection with a Qualified Receivables
   Transaction.

   "Permitted Refinancing Indebtedness" means any Indebtedness of Roundy's or
any of its Restricted Subsidiaries issued in exchange for, or the net proceeds
of which are used to extend, refinance, renew, replace, defease or refund other
Indebtedness of Roundy's or any of its Restricted Subsidiaries (other than
intercompany Indebtedness); provided that:

      (1) the principal amount (or accreted value, if applicable) of such
   Permitted Refinancing Indebtedness does not exceed the principal amount (or
   accreted value, if applicable) of the Indebtedness extended, refinanced,
   renewed, replaced, defeased or refunded (plus all accrued interest on the
   Indebtedness and the amount of all expenses and premiums incurred in
   connection therewith and in connection with such refinancing);

      (2) such Permitted Refinancing Indebtedness has a Weighted Average Life
   to Maturity equal to or greater than the Weighted Average Life to Maturity
   of, the Indebtedness being extended, refinanced, renewed, replaced, defeased
   or refunded;

      (3) if the Indebtedness being extended, refinanced, renewed, replaced,
   defeased or refunded is subordinated in right of payment to the notes, such
   Permitted Refinancing Indebtedness has a final maturity date equal to or
   later than the final maturity date of, and is subordinated in right of
   payment to, the notes on terms at least as favorable to the holders of notes
   as those contained in the documentation governing the Indebtedness being
   extended, refinanced, renewed, replaced, defeased or refunded; and

      (4) such Indebtedness is incurred either by Roundy's or by the Restricted
   Subsidiary who is the obligor on the Indebtedness being extended,
   refinanced, renewed, replaced, defeased or refunded.

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   "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

   "Principals" means Willis Stein & Partners III, L.P.

   "Pro Forma Cost Savings" means, with respect to any period, the reduction in
costs and related adjustments associated with the acquisition of a business
that are attributable to that period and that (i) are calculated on a basis
that is consistent with Regulation S-X under the Securities Act as in effect
and applied as of the date of the indenture or (ii) have actually been
implemented by the business that was the subject of the acquisition within six
months of the date of the acquisition and prior to the calculation date and
that are supportable and quantifiable by the underlying accounting records of
such business and are described in an officers' certificate, as if, in the case
of each of clause (i) and (ii), all such reductions in cost and related
adjustments had been effected as of the beginning of such period.

   "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by Roundy's or any of its Subsidiaries pursuant to
which Roundy's or any of its Subsidiaries sells, conveys or otherwise transfers
to (i) a Receivables Subsidiary (in the case of a transfer by Roundy's or any
of its Subsidiaries) and (ii) any other Person (in the case of a transfer by a
Receivables Subsidiary), or grants a security interest in, any accounts
receivable (whether now existing or arising in the future) of Roundy's or any
of its Subsidiaries, and any assets related thereto including, without
limitation, all collateral securing such accounts receivable, all contracts and
all guarantees or other obligations in respect of such accounts receivable,
proceeds of such accounts receivable and other assets which are customarily
transferred or in respect of which security interests are customarily granted
in connection with asset securitization transactions involving accounts
receivable.

   "Receivables Subsidiary" means a Subsidiary of Roundy's which engages in no
activities other than in connection with the financing of accounts receivable
and which is designated by the Board of Directors of Roundy's (as provided
below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any
other Obligations (contingent or otherwise) of which (i) is guaranteed by
Roundy's or any Subsidiary of Roundy's (excluding guarantees of Obligations
(other than the principal of, and interest on, Indebtedness) pursuant to
representations, warranties, covenants and indemnities entered into in the
ordinary course of business in connection with a Qualified Receivables
Transaction), (ii) is recourse to or obligates Roundy's or any Subsidiary of
Roundy's in any way other than pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in
connection with a Qualified Receivables Transaction or (iii) subjects any
property or asset of Roundy's or any Subsidiary of Roundy's (other than
accounts receivable and related assets as provided in the definition of
"Qualified Receivables Transaction"), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction, (b) with which
neither Roundy's nor any Subsidiary of Roundy's has any material contract,
agreement, arrangement or understanding other than on terms no less favorable
to Roundy's or such Subsidiary than those that might be obtained at the time
from Persons who are not Affiliates of Roundy's, other than fees payable in the
ordinary course of business in connection with servicing accounts receivable
and (c) with which neither Roundy's nor any Subsidiary of Roundy's has any
obligation to maintain or preserve such Subsidiary's financial condition or
cause such Subsidiary to achieve certain levels of operating results. Any such
designation by the Board of Directors of Roundy's will be evidenced to the
Trustee by filing with the Trustee a certified copy of the resolution of the
Board of Directors of Roundy's giving effect to such designation and an
officers' certificate certifying that such designation complied with the
foregoing conditions.

   "Related Party" means:

      (1) any direct or indirect controlling stockholder or general partner,
   50% (or more) owned Subsidiary, or immediate family member (in the case of
   an individual) of any Principal;

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      (2) any trust, corporation, partnership or other entity, the
   beneficiaries, stockholders, partners, owners or Persons beneficially
   holding a 50% or more controlling interest of which consist of any one or
   more Principals and/or such other Persons referred to in the immediately
   preceding clause (1); or

      (3) any limited partnership of which a Principal or one of its Affiliates
   is a general partner.

   "Restricted Investment" means an Investment other than a Permitted
Investment.

   "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

   "Revolving Credit Facility" means any revolving credit or similar facility
contained in the Credit Agreement and any other revolving credit or similar
facility entered into by Roundy's or its Restricted Subsidiaries from time to
time.

   "Senior Debt" means:

      (1) all Indebtedness of Roundy's or any Guarantor outstanding under
   Credit Facilities and all Hedging Obligations with respect thereto, whether
   outstanding on the date of the indenture or incurred thereafter;

      (2) any other Indebtedness of Roundy's or any Guarantor permitted to be
   incurred under the terms of the indenture, unless the instrument under which
   such Indebtedness is incurred expressly provides that it is on a parity with
   or subordinated in right of payment to the notes or any Subsidiary
   Guarantee; and

      (3) all Obligations with respect to the items listed in the preceding
   clauses (1) and (2) (including any interest accruing subsequent to the
   filing of a petition of bankruptcy at the rate provided for in the
   documentation with respect thereto, whether or not such interest is an
   allowed claim under applicable law).

   Notwithstanding anything to the contrary in the preceding, Senior Debt will
not include:

      (1) any liability for federal, state, local or other taxes owed or owing
   by Roundy's or any Guarantor;

      (2) any intercompany Indebtedness of Roundy's or any of its Subsidiaries
   to Roundy's;

      (3) any trade payables;

      (4) the portion of any Indebtedness that is incurred in violation of the
   indenture; or

      (5) Non-Recourse Debt.

   "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date
hereof.

   "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

   "Subsidiary" means, with respect to any specified Person:

      (1) any corporation, association or other business entity of which more
   than 50% of the total voting power of shares of Capital Stock entitled
   (without regard to the occurrence of any contingency) to vote in the
   election of directors, managers or trustees of the corporation, association
   or other business entity is at the time owned or controlled, directly or
   indirectly, by that Person or one or more of the other Subsidiaries of that
   Person (or a combination thereof); and

                                      115



      (2) any partnership (a) the sole general partner or the managing general
   partner of which is such Person or a Subsidiary of such Person or (b) the
   only general partners of which are that Person or one or more Subsidiaries
   of that Person (or any combination thereof).

   "Surety Obligations" means the incurrence by Roundy's or any of its
Guarantors of obligations in respect of performance and surety bonds and
completion guarantees obtained by Roundy's in the ordinary course of business.

   "Term Loan Facility" means the term loan facility contained in the Credit
Agreement and any other facility or financing arrangement that refinances, in
whole or in part, any such term loan facility.

   "Unrestricted Subsidiary" means any Subsidiary of Roundy's that is
designated by the Board of Directors of Roundy's as an Unrestricted Subsidiary
pursuant to a resolution, but only to the extent that such Subsidiary:

      (1) has no Indebtedness other than Non-Recourse Debt;

      (2) is not party to any agreement, contract, arrangement or understanding
   with Roundy's or any Restricted Subsidiary of Roundy's unless the terms of
   any such agreement, contract, arrangement or understanding are no less
   favorable to Roundy's or such Restricted Subsidiary than those that might be
   obtained at the time from Persons who are not Affiliates of Roundy's;

      (3) is a Person with respect to which neither Roundy's nor any of its
   Restricted Subsidiaries has any direct or indirect obligation (a) to
   subscribe for additional Equity Interests or (b) to maintain or preserve
   such Person's financial condition or to cause such Person to achieve any
   specified levels of operating results;

      (4) has not guaranteed or otherwise directly or indirectly provided
   credit support for any Indebtedness of Roundy's or any of its Restricted
   Subsidiaries; and

      (5) has at least one director on its Board of Directors that is not a
   director or executive officer of Roundy's or any of its Restricted
   Subsidiaries and has at least one executive officer that is not a director
   or executive officer of Roundy's or any of its Restricted Subsidiaries.

   Any designation of a Subsidiary of Roundy's as an Unrestricted Subsidiary
will be evidenced to the trustee by filing with the trustee a certified copy of
the resolution of the Board of Directors giving effect to such designation and
an officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by the covenant described above under
the caption "--Certain Covenants--Restricted Payments." If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of the indenture and any Indebtedness of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Roundy's
as of such date and, if such Indebtedness is not permitted to be incurred as of
such date under the covenant described under the caption "--Certain
Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock,"
Roundy's will be in default of such covenant. The Board of Directors of
Roundy's may at any time designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that such designation will be deemed to be an
incurrence of Indebtedness by a Restricted Subsidiary of Roundy's of any
outstanding Indebtedness of such Unrestricted Subsidiary and such designation
will only be permitted if (1) such Indebtedness is permitted under the covenant
described under the caption "--Certain Covenants--Incurrence of Indebtedness
and Issuance of Preferred Stock," calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period;
and (2) no Default or Event of Default would be in existence following such
designation.

   "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

   "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

      (1) the sum of the products obtained by multiplying (a) the amount of
   each then remaining installment, sinking fund, serial maturity or other
   required payments of principal, including payment at final maturity, in
   respect of the Indebtedness, by (b) the number of years (calculated to the
   nearest one-twelfth) that will elapse between such date and the making of
   such payment; by

      (2) the then outstanding principal amount of such Indebtedness.

                                      116



   "Wholly Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
will at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.

                                      117



                CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

   The following is a summary of material U.S. federal income tax consequences
of the acquisition, ownership and disposition of the notes, but does not
purport to be a complete analysis of all the potential tax considerations. This
summary is based upon the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury Department regulations promulgated or proposed thereunder
and administrative and judicial interpretations thereof, all as of the date
hereof and all of which are subject to change, possibly on a retroactive basis.
This summary is limited to the tax consequences of those persons who are
original beneficial owners of the notes, who purchase notes at their original
issue price for cash and who hold such notes as capital assets within the
meaning of Section 1221 of the Code ("Holders"). This summary does not purport
to deal with all aspects of U.S. federal income taxation that might be relevant
to particular Holders in light of their particular investment circumstances or
status, nor does it address specific tax consequences that may be relevant to
particular persons (including, for example, financial institutions,
broker-dealers, insurance companies, tax-exempt organizations and persons that
have a functional currency other than the U.S. Dollar or persons in special
situations, such as those who have elected to mark securities to market or
those who hold notes as part of a straddle, hedge, conversion transaction or
other integrated investment). In addition, this summary does not address U.S.
federal alternative minimum tax consequences or consequences under the tax laws
of any state, local or foreign jurisdiction. We have not sought any ruling from
the Internal Revenue Service (the "IRS") with respect to the statements made
and the conclusions reached in this summary, and we cannot assure you that the
IRS will agree with such statements and conclusions.

   This summary is for general information only. Prospective purchasers of the
notes are urged to consult their tax advisors concerning the U.S. federal
income taxation and other tax consequences to them of acquiring, owning and
disposing of the notes, as well as the application of state, local and foreign
income and other tax laws.

U.S. Federal Income Taxation of U.S. Holders

   The following summary is limited to the U.S. federal income tax consequences
relevant to a Holder that is (i) a citizen or individual resident of the United
States; (ii) a corporation or other entity taxable as a corporation created or
organized under the laws of the United States or any political subdivision
thereof; (iii) an estate, the income of which is subject to U.S. federal income
tax regardless of the source or (iv) a trust, if a court within the United
States is able to exercise primary supervision over the trust's administration
and one or more U.S. persons have the authority to control all its substantial
decisions or if a valid election to be treated as a U.S. person is in effect
with respect to such trust (a "U.S. Holder").

   A "Non-U.S. Holder" is a Holder that is neither a U.S. Holder nor a
partnership for U.S. federal income tax purposes.

   A partnership for U.S. federal income tax purposes is not subject to income
tax on income derived from holding the notes. A partner of the partnership may
be subject to tax on such income under rules similar to the rules for U.S.
Holders or non-U.S. Holders depending on whether (i) the partner is a U.S. or a
non-U.S. person, and (ii) the partnership is or is not engaged in a U.S. trade
or business to which income or gain from the notes is effectively connected. If
you are a partner of a partnership acquiring the notes, you should consult your
tax advisor about the U.S. federal income tax consequences of holding and
disposing of the notes.

  Payment of Interest

   The semi-annual payments of interest on the notes will be "qualified stated
interest," and will generally be includable in the income of a U.S. Holder in
accordance with the U.S. Holder's regular method of accounting for U.S. federal
income tax purposes.

                                      118



  Disposition of Notes

   Upon the sale, exchange, redemption or other disposition of a note, a U.S.
Holder generally will recognize taxable gain or loss equal to the difference
between (i) the sum of cash plus the fair market value of all other property
received on such disposition (except to the extent such cash or property is
attributable to accrued but unpaid interest, which is treated as interest as
described above) and (ii) such Holder's adjusted tax basis in the note. A U.S.
Holder's adjusted tax basis in a note generally will equal the cost of the note
to such Holder, less any principal payments received by such Holder.

   Gain or loss recognized on the disposition of a note generally will be
capital gain or loss, and will be long-term capital gain or loss if, at the
time of such disposition, the U.S. Holder's holding period for the note is more
than 12 months. The maximum federal long-term capital gain rate is 20% for
noncorporate U.S. Holders and 35% for corporate U.S. Holders. The deductibility
of capital losses by U.S. Holders is subject to limitations.

  Exchange of Notes

   The exchange of notes for registered notes in the exchange offer will not
constitute a taxable event for U.S. Holders. Consequently, a U.S. Holder will
not recognize gain upon receipt of a registered note in exchange for notes in
the exchange offer, the U.S. Holder's basis in the registered note received in
the exchange offer will be the same as its basis in the corresponding note
immediately before the exchange and the U.S. Holder's holding period in the
registered note will include its holding period in the original note.

   We are obligated to pay additional interest on the notes under certain
circumstances described under "Description of Notes--Registration Rights;
Liquidated Damages." Although the matter is not free from doubt, such
additional interest should be taxable as ordinary income at the time it accrues
or is received in accordance with the U.S. Holder's regular method of
accounting for federal income tax purposes. It is possible, however, that the
IRS may take a different position, in which case the timing and amount of
income inclusion may be different from that described above. U.S. Holders
should consult their own tax advisors about payments of additional interest.

U.S. Federal Income Taxation of Non-U.S. Holders

  Payment of Interest

   Subject to the discussion of backup withholding below, payments of principal
and interest on the notes by us or any of our agents to a Non-U.S. Holder will
not be subject to U.S. federal withholding tax, provided that:

      (1) the Non-U.S Holder does not, directly or indirectly, actually or
   constructively own 10% or more of the total combined voting power of all
   classes of our stock entitled to vote;

      (2) the Non-U.S. Holder is not a controlled foreign corporation for U.S.
   federal income tax purposes that is related to us through stock ownership;

      (3) the Non-U.S. Holder is not a bank described in Section 881(c)(3)(A)
   of the Code; and

      (4) either (a) the beneficial owner of the notes certifies to us or our
   agent on IRS Form W-8BEN (or a suitable substitute form or successor form),
   under penalties of perjury, that it is not a "U.S. person" (as defined in
   the Code) and provides its name and address, or (b) a securities clearing
   organization, bank or other financial institution that holds customers'
   securities in the ordinary course of its trade or business (a "financial
   institution") and holds the notes on behalf of the beneficial owner
   certifies to us or our agent, under penalties of perjury, that such a
   statement has been received from the beneficial owner by it or by a
   financial institution between it and the beneficial owner and furnishes us
   with a copy thereof (the "Portfolio Interest Exemption").

   If a Non-U.S. Holder cannot satisfy the requirements of the Portfolio
Interest Exemption, payments of interest made to such Non-U.S. Holder will be
subject to a 30% withholding tax unless the beneficial owner of the note
provides us or our agent, as the case may be, with a properly executed:

      (1) IRS Form W-8BEN (or successor form) claiming an exemption from
   withholding under the benefit of a tax treaty (a "Treaty Exemption"), or

                                      119



      (2) IRS Form W-8ECI (or successor form) stating that interest paid on the
   note is not subject to withholding tax because it is U.S. trade or business
   income to the beneficial owner.

   The certification requirement described above also may require a non-U.S.
Holder that provides an IRS form, or that claims a Treaty Exemption, to provide
its U.S. taxpayer identification number. The applicable regulations generally
also require, in the case of a note held by a foreign partnership, that:

      (1) the certification described above be provided by the partners, and

      (2) the partnership provide certain information, which may include a U.S.
   taxpayer identification number.

   Further, a look-through rule will apply in the case of tiered partnerships.

   We suggest that you consult your tax advisor about the specific methods for
satisfying these requirements. A claim for exemption will not be valid if the
person receiving the applicable form has actual knowledge that the statements
on the form are false.

   If interest on the note is effectively connected with a U.S. trade or
business of the beneficial owner, the Non-U.S. Holder, although exempt from the
withholding tax described above, will be subject to U.S. federal income tax on
such interest on a net income basis in the same manner as if it were a U.S.
Holder. In addition, if such Holder is a foreign corporation, it may be subject
to a branch profits tax equal to 30% of its effectively connected earnings and
profits for the taxable year, subject to adjustments. For this purpose,
interest on a note will be included in such foreign corporation's earnings and
profits.

  Disposition of Notes

   No withholding of U.S. federal income tax will be required with respect to
any gain or income realized by a Non-U.S. Holder upon the sale, exchange or
disposition of a note.

   A Non-U.S. Holder will not be subject to U.S. federal income tax on gain
realized on the sale, exchange or other disposition of a note unless (a) the
Non-U.S. Holder is an individual who is present in the United States for a
period or periods aggregating 183 or more days in the taxable year of the
disposition and certain other conditions are met, (b) the Non-U.S. Holder is
subject to tax pursuant to the provisions of U.S. tax law applicable to certain
U.S. expatriates or (c) such gain or income is effectively connected with a
U.S. trade or business.

  Exchange of Notes

   The exchange of notes for registered notes in the exchange offer will not
constitute a taxable event for a Non-U.S. Holder.

Information Reporting and Backup Withholding

  U.S. Holders

   For each calendar year in which the notes are outstanding, we are required
to provide the IRS with certain information, including the beneficial owner's
name, address and taxpayer identification number, the aggregate amount of
interest paid to that beneficial owner during the calendar year and the amount
of tax withheld, if any. This obligation, however, does not apply with respect
to certain payments to U.S. Holders, including corporations and tax-exempt
organizations, provided that they establish entitlement to an exemption.

   In the event that a U.S. Holder subject to the reporting requirements
described above fails to supply its correct taxpayer identification number in
the manner required by applicable law or underreports its tax liability,

                                      120



we, our agents or paying agents or a broker may be required to "backup"
withhold a tax at a rate of up to 31% of each payment of interest and principal
(and premium or liquidated damages, if any) on the notes. This backup
withholding is not an additional tax and may be credited against the U.S.
Holder's U.S. federal income tax liability, provided that the required
information is furnished to the IRS.

  Non-U.S. Holders

   Under current Treasury Regulations, U.S. backup withholding tax will not
apply to payments on a note to a Non-U.S. Holder if the statement described in
"U.S. Federal Income Taxation of Non-U.S. Holders--Payment of Interest" is duly
provided by such Holder or the Holder otherwise establishes an exemption,
provided that the payor does not have actual knowledge that the Holder is a
U.S. person or that the conditions of any claimed exemption are not satisfied.
Certain information reporting may still apply to interest payments even if an
exemption from backup withholding is established.

   Generally, information reporting requirements and backup withholding tax
will not apply to any payment of the proceeds of the sale of a note effected
outside the United States by a foreign office of a "broker" (as defined in
applicable Treasury regulations), unless the broker is (i) a U.S. person; (ii)
a foreign person that derives 50% or more of its gross income for certain
periods from activities that are effectively connected with the conduct of a
trade or business in the United States; (iii) a controlled foreign corporation
for U.S. federal income tax purposes; or (iv) a foreign partnership more than
50% of the capital or profits of which is owned by one or more U.S. persons or
which engages in a U.S. trade or business. Payment of the proceeds of any such
sale effected outside the United States by a foreign office of any broker that
is described in (i), (ii), (iii) or (iv) of the preceding sentence will
generally not be subject to backup withholding tax, but will be subject to
information reporting requirements unless such broker has documentary evidence
in its records that the beneficial owner is a non-U.S. Holder and certain other
conditions are met or the beneficial owner otherwise establishes an exemption.
Payment of the proceeds of any such sale to or through the U.S. office of a
broker is subject to information reporting and backup withholding requirements,
unless the beneficial owner of the note provides the statement described in
"U.S. Federal Income Taxation of Non-U.S. Holders--Payment of Interest" or
otherwise establishes an exemption.

                                      121



                             PLAN OF DISTRIBUTION

   Each participating broker-dealer that receives exchange notes for its own
account pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a participating broker-dealer in connection with resales of exchange notes
received in exchange for outstanding notes where such outstanding notes were
acquired as a result of market-making activities or other trading activities.
We have agreed that for a period of one year after the expiration date, we will
make this prospectus, as amended or supplemented, available to any
participating broker-dealer for use in connection with any such resale.

   We will not receive any proceeds from any sales of the exchange notes by
participating broker-dealers. Exchange notes received by participating
broker-dealers for their own account pursuant to the exchange offer may be sold
from time to time in one or more transactions in the over-the-counter market,
in negotiated transactions, through the writing of options on the exchange
notes or a combination of such methods of resale, at market prices prevailing
at the time of resale, at prices related to such prevailing market prices or
negotiated prices. Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such participating broker-dealer and/or the
purchasers of any such exchange notes. Any participating broker-dealer that
resells the exchange notes that were received by it for its own account
pursuant to the exchange offer and any broker or dealer that participates in a
distribution of such exchange notes may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any such resale of exchange
notes and any commissions or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The letter of
transmittal states that by acknowledging that it will deliver and by delivering
a prospectus, a participating broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act.

   For a period of one year after the expiration date we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any participating broker-dealer that requests such documents in
the letter of transmittal.

   Prior to the exchange offer, there has not been any public market for the
outstanding notes. The outstanding notes have not been registered under the
Securities Act and will be subject to restrictions on transferability to the
extent that they are not exchanged for exchange notes by holders who are
entitled to participate in this exchange offer. The holders of outstanding
notes, other than any holder that is our affiliate within the meaning of Rule
405 under the Securities Act, who are not eligible to participate in the
exchange offer are entitled to certain registration rights, and we are required
to file a shelf registration statement with respect to the outstanding notes.
The exchange notes will constitute a new issue of securities with no
established trading market. We do not intend to list the exchange notes on any
national securities exchange or to seek the admission thereof to trading in the
National Association of Securities Dealers Automated Quotation System. In
addition, such market making activity will be subject to the limits imposed by
the Securities Act and the Exchange Act and may be limited during the exchange
offer and the pendency of the shelf registration statements. Accordingly, no
assurance can be given that an active public or other market will develop for
the exchange notes or as to the liquidity of the trading market for the
exchange notes. If a trading market does not develop or is not maintained,
holders of the exchange notes may experience difficulty in reselling the
exchange notes or may be unable to sell them at all. If a market for the
exchange notes develops, any such market may be discontinued at any time.

                                 LEGAL MATTERS

   The validity of the exchange notes and the guarantees and other legal
matters, including the tax-free nature of the exchange, will be passed upon on
our behalf by Kirkland & Ellis, a partnership that includes professional
corporations, Chicago, Illinois. Certain partners of Kirkland & Ellis are
members of a limited liability company that is an investor in Willis Stein &
Partners III, L.P. Kirkland & Ellis has from time to time represented, and will
continue to represent Willis Stein, the Willis Stein Funds and certain of their
affiliates in connection with certain legal matters.


                                      122



                     WHERE YOU CAN FIND OTHER INFORMATION

   We are not currently subject to the periodic reporting and other
informational requirements of the Exchange Act. We have agreed that, whether or
not we are required to do so by the rules and regulations of the SEC, for so
long as any of the notes remain outstanding, we will furnish to the holders of
the notes and file with the SEC, unless the SEC will not accept the filing,
following the consummation of the exchange offer: (1) all quarterly and annual
financial information that would be required to be contained in a filing with
the SEC on Forms 10-Q and 10-K if we were required to file those forms,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual information only, a
report by our certified independent accountants and (2) all current reports
that would be required to be filed with the SEC on Form 8-K if we were required
to file such reports. You may read and copy any reports we file with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. All reports filed with the SEC will be
available on the SEC's web site at http://www.sec.gov. In addition, for so long
as any of the notes remain outstanding, we have agreed to make available to any
prospective purchaser of the notes or beneficial owner of the notes in
connection with any sale of the notes, the information required by Rule
144A(d)(4) under the Securities Act.

                                    EXPERTS

   The consolidated financial statements of Roundy's, Inc. and subsidiaries as
of December 29, 2001 and December 30, 2000, and for each of the three years in
the period ended December 29, 2001, included in this prospectus and the related
financial statement schedule included elsewhere in the Registration Statement
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their reports appearing herein and elsewhere in the Registration Statement, and
have been so included in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.


                                      123



                         INDEX TO FINANCIAL STATEMENTS



                                                                                               Page
                                                                                               ----
                                                                                            
Roundy's, Inc.

Audited Financial Statements as of December 30, 2000 and December 29, 2001 and for each of the
  three years ended December 29, 2001:

   Report of Independent Auditors.............................................................  F-2

   Statements of Consolidated Earnings........................................................  F-3

   Consolidated Balance Sheets................................................................  F-4

   Statements of Consolidated Stockholders' Equity and Comprehensive Income...................  F-5

   Statements of Consolidated Cash Flows......................................................  F-6

   Notes to Consolidated Financial Statements.................................................  F-7

Unaudited Financial Statements for the Thirteen Weeks Ended March 31, 2001 and March 30, 2002:

   Condensed Consolidated Balance Sheet....................................................... F-26

   Condensed Statements of Consolidated Earnings.............................................. F-27

   Condensed Statements of Consolidated Cash Flows............................................ F-28

   Notes to Condensed Consolidated Financial Statements....................................... F-29

The Copps Corporation
- ---------------------
Audited Financial Statements for the Year Ended January 26, 2001:

   Report of Independent Public Accountants................................................... F-31

   Consolidated Balance Sheet................................................................. F-32

   Consolidated Statement of Income........................................................... F-33

   Consolidated Statement of Shareholders' Investment......................................... F-34

   Consolidated Statement of Cash Flows....................................................... F-35

   Notes to Consolidated Financial Statements................................................. F-36

Unaudited Financial Statements for the Twelve Weeks Ended April 20, 2001:

   Consolidated Balance Sheet................................................................. F-43

   Consolidated Statement of Income........................................................... F-44

   Consolidated Statement of Cash Flows....................................................... F-45

   Notes to Consolidated Financial Statements................................................. F-46


                                      F-1



                         INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of Roundy's, Inc.:

   We have audited the accompanying consolidated balance sheets of Roundy's,
Inc. and subsidiaries as of December 29, 2001 and December 30, 2000, and the
related consolidated statements of earnings, stockholders' equity and
comprehensive income and cash flows for each of the three years in the period
ended December 29, 2001. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

   In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Roundy's, Inc. and
subsidiaries at December 29, 2001 and December 30, 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 29, 2001, in conformity with accounting principles generally
accepted in the United States of America.

                                          DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
February 26, 2002, except for Note 1
  and Note 15, as to which the date is May 14, 2002

                                      F-2



                        ROUNDY'S, INC. AND SUBSIDIARIES

                      STATEMENTS OF CONSOLIDATED EARNINGS

 For the Years Ended January 1, 2000, December 30, 2000 and December 29, 2001



                                          1999            2000            2001
                                     --------------  --------------  --------------
                                                            
Revenues:
   Net sales and service fees....... $2,656,832,000  $2,930,033,400  $3,387,761,500
   Other--net.......................     10,117,900       7,173,600       2,057,200
                                     --------------  --------------  --------------
                                      2,666,949,900   2,937,207,000   3,389,818,700
                                     --------------  --------------  --------------
Costs and Expenses:
   Cost of sales....................  2,390,077,900   2,540,733,400   2,856,762,600
   Operating and administrative.....    234,302,800     340,412,900     465,038,700
   Interest.........................      6,503,600      15,462,700      17,697,700
                                     --------------  --------------  --------------
                                      2,630,884,300   2,896,609,000   3,339,499,000
                                     --------------  --------------  --------------
Earnings Before Patronage Dividends.     36,065,600      40,598,000      50,319,700
Patronage Dividends.................      6,446,900       5,035,300       8,680,600
                                     --------------  --------------  --------------
Earnings Before Income Taxes........     29,618,700      35,562,700      41,639,100
                                     --------------  --------------  --------------
Provision (Credit) for Income Taxes:
   Current--Federal.................     10,544,600      12,187,000       9,593,000
    --State.........................      2,407,700       3,506,500       2,967,300
   Deferred.........................       (943,000)     (1,236,000)      3,295,200
                                     --------------  --------------  --------------
                                         12,009,300      14,457,500      15,855,500
                                     --------------  --------------  --------------
Net Earnings........................ $   17,609,400  $   21,105,200  $   25,783,600
                                     ==============  ==============  ==============




                See notes to consolidated financial statements.

                                      F-3



                        ROUNDY'S, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                 As of December 30, 2000 and December 29, 2001



                                                                                 2000         2001
                                                                             ------------ ------------
                                                                                    
                                  ASSETS
Current Assets:
   Cash and cash equivalents................................................ $ 39,893,300 $ 45,516,500
   Notes and accounts receivable, less allowance for losses, $5,728,800 and
     $7,021,400, respectively...............................................   83,174,300   74,783,900
   Merchandise inventories..................................................  197,983,900  247,567,100
   Prepaid expenses.........................................................    7,294,600   17,749,900
   Deferred income tax benefits.............................................   10,249,800    9,693,000
                                                                             ------------ ------------
       Total current assets.................................................  338,595,900  395,310,400
                                                                             ------------ ------------
Other Assets:
   Goodwill and other assets--net...........................................  113,849,400  117,406,200
   Notes receivable, less allowance for losses, $2,129,000 and $1,300,000,
     respectively...........................................................    5,976,600    5,686,000
   Other real estate........................................................    6,009,400    6,019,100
                                                                             ------------ ------------
       Total other assets...................................................  125,835,400  129,111,300
                                                                             ------------ ------------
Property and Equipment--At Cost:
   Land.....................................................................    8,200,400   14,162,400
   Buildings................................................................   97,573,400  122,906,900
   Equipment................................................................  181,386,000  244,419,900
   Leasehold improvements...................................................   39,460,100   44,838,000
                                                                             ------------ ------------
                                                                              326,619,900  426,327,200
   Less accumulated depreciation and amortization...........................  128,679,000  156,238,500
                                                                             ------------ ------------
       Property and equipment--net..........................................  197,940,900  270,088,700
                                                                             ------------ ------------
                                                                             $662,372,200 $794,510,400
                                                                             ============ ============
                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Current maturities of long-term debt..................................... $  7,837,700 $ 27,717,000
   Accounts payable.........................................................  214,764,400  243,649,300
   Accrued expenses.........................................................   74,394,500   97,688,300
   Income taxes.............................................................    2,828,600    1,315,600
                                                                             ------------ ------------
          Total current liabilities.........................................  299,825,200  370,370,200
                                                                             ------------ ------------
   Long-Term Debt, Less Current Maturities..................................  166,564,700  200,831,500
   Other Liabilities........................................................   30,504,400   42,981,600
   Deferred Income Taxes....................................................    4,809,000      591,000
                                                                             ------------ ------------
          Total liabilities.................................................  501,703,300  614,774,300
                                                                             ------------ ------------
Commitments and Contingencies (Note 10)
Redeemable Common Stock.....................................................   10,147,700    9,244,100
                                                                             ------------ ------------
Stockholders' Equity:
   Common stock
       Voting (Class A).....................................................       12,200       12,600
       Non-voting (Class B).................................................    1,366,400    1,377,800
                                                                             ------------ ------------
          Total common stock................................................    1,378,600    1,390,400
Patronage dividends payable in common stock.................................    3,475,000    5,950,000
Additional paid-in capital..................................................   42,661,200   45,753,500
Reinvested earnings.........................................................  121,333,900  144,392,600
                                                                             ------------ ------------
                                                                              168,848,700  197,486,500
Less:
   Treasury stock, at cost (145,615 Class B shares).........................   18,327,500   18,327,500
   Accumulated other comprehensive loss.....................................                 8,667,000
                                                                             ------------ ------------
          Total stockholders' equity........................................  150,521,200  170,492,000
                                                                             ------------ ------------
                                                                             $662,372,200 $794,510,400
                                                                             ============ ============

                See notes to consolidated financial statements.

                                      F-4



                        ROUNDY'S, INC. AND SUBSIDIARIES

   STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME

 For the Years Ended January 1, 2000, December 30, 2000 and December 29, 2001



                                                     Common Stock                Patronage
                                        --------------------------------------   Dividends                 Accumulated
                                            Class A             Class B          Payable in   Additional      Other
                                        ---------------  ---------------------     Common      Paid-in    Comprehensive
                                        Shares   Amount    Shares     Amount       Stock       Capital        Loss
                                        ------  -------  ---------  ----------  -----------  -----------  -------------
                                                                                     
Balance, January 2, 1999............... 11,900  $14,900  1,061,874  $1,327,300  $ 4,060,000  $31,582,600
  Net earnings.........................
  Common stock issued..................    700      900     52,546      65,700   (4,060,000)   5,955,200
  Common stock purchased...............   (600)    (800)    (6,743)     (8,400)                 (426,000)
  Redeemable common stock..............                    (22,388)    (28,000)                 (806,000)
  Patronage dividends payable in
   common stock........................                                           3,078,000
                                        ------  -------  ---------  ----------  -----------  -----------   -----------
Balance, January 1, 2000............... 12,000   15,000  1,085,289   1,356,600    3,078,000   36,305,800
  Net earnings.........................
  Common stock issued..................    400      500     36,818      46,000   (3,078,000)   4,446,100
  Common stock purchased............... (2,600)  (3,300)   (12,466)    (15,600)                 (547,800)
  Redeemable common stock..............                    (16,533)    (20,600)                 (628,300)
  Stock option expense.................                                                        3,085,400
  Patronage dividends payable in
   common stock........................                                           3,475,000
                                        ------  -------  ---------  ----------  -----------  -----------   -----------
Balance, December 30, 2000.............  9,800   12,200  1,093,108   1,366,400    3,475,000   42,661,200
  Net earnings.........................
  Cumulative effect of change in
   accounting for interest rate swap
   (net of tax)........................                                                                    $(2,000,000)
  Interest rate swap (net of tax)......                                                                     (1,409,000)
  Additional pension liability (net of
   tax)................................                                                                     (5,258,000)
  Common stock issued..................    500      600     30,761      38,400   (3,475,000)   4,562,900
  Common stock purchased...............   (200)    (200)   (13,078)    (16,300)               (1,042,100)
  Redeemable common stock..............                     (8,570)    (10,700)                 (428,500)
  Patronage dividends payable in
   common stock........................                                           5,950,000
                                        ------  -------  ---------  ----------  -----------  -----------   -----------
Balance, December 29, 2001............. 10,100  $12,600  1,102,221  $1,377,800  $ 5,950,000  $45,753,500   $(8,667,000)
                                        ======  =======  =========  ==========  ===========  ===========   ===========
Comprehensive Income:
                                                                                                 1999         2000
                                                                                             -----------  -------------
  Net Earnings.........................                                                      $17,609,400   $21,105,200
  Other comprehensive loss:
   Cumulative effect of change in
    accounting for interest rate swap..
   Interest rate swap..................
   Additional pension liability........
                                                                                             -----------   -----------
Comprehensive Income...................                                                      $17,609,400   $21,105,200
                                                                                             ===========   ===========






                                         Reinvested
                                          Earnings
                                        ------------
                                     
Balance, January 2, 1999............... $ 89,950,000
  Net earnings.........................   17,609,400
  Common stock issued..................
  Common stock purchased...............   (1,137,600)
  Redeemable common stock..............   (2,075,400)
  Patronage dividends payable in
   common stock........................
                                        ------------
Balance, January 1, 2000...............  104,346,400
  Net earnings.........................   21,105,200
  Common stock issued..................
  Common stock purchased...............   (2,227,200)
  Redeemable common stock..............   (1,890,500)
  Stock option expense.................
  Patronage dividends payable in
   common stock........................
                                        ------------
Balance, December 30, 2000.............  121,333,900
  Net earnings.........................   25,783,600
  Cumulative effect of change in
   accounting for interest rate swap
   (net of tax)........................
  Interest rate swap (net of tax)......
  Additional pension liability (net of
   tax)................................
  Common stock issued..................
  Common stock purchased...............   (1,705,500)
  Redeemable common stock..............   (1,019,400)
  Patronage dividends payable in
   common stock........................
                                        ------------
Balance, December 29, 2001............. $144,392,600
                                        ============
Comprehensive Income:
                                            2001
                                        ------------
  Net Earnings......................... $ 25,783,600
  Other comprehensive loss:
   Cumulative effect of change in
    accounting for interest rate swap..   (2,000,000)
   Interest rate swap..................   (1,409,000)
   Additional pension liability........   (5,258,000)
                                        ------------
Comprehensive Income................... $ 17,116,600
                                        ============



                See notes to consolidated financial statements.

                                      F-5



                        ROUNDY'S, INC. AND SUBSIDIARIES

                     STATEMENTS OF CONSOLIDATED CASH FLOWS

 For the Years Ended January 1, 2000, December 30, 2000 and December 29, 2001



                                                                      1999           2000           2001
                                                                  ------------  -------------  -------------
                                                                                      
Cash Flows From Operating Activities:
   Net Earnings.................................................. $ 17,609,400  $  21,105,200  $  25,783,600
   Adjustments to reconcile net earnings to net cash flows
     provided by operating activities:
       Depreciation and amortization.............................   18,823,400     30,737,800     44,113,600
       Increase (decrease) in allowance for losses...............    1,596,100       (822,200)        (8,300)
       Loss (gain) on sale of property and equipment.............      426,000       (793,200)      (103,700)
       Patronage dividends payable in common stock...............    3,078,000      3,475,000      5,950,000
       Stock option expense......................................                   3,085,400
       Deferred income taxes.....................................     (943,000)    (1,236,000)     3,295,200
   (Increase) decrease in operating assets net of the effects of
     business acquisitions and dispositions:
       Notes and accounts receivable.............................   (9,644,100)     7,689,200     26,081,600
       Merchandise inventories...................................   (3,723,000)      (377,100)    (3,312,300)
       Prepaid expenses..........................................        6,300       (812,600)    (3,936,200)
       Other assets..............................................     (269,100)    (1,193,800)       526,800
   Increase (decrease) in operating liabilities net of the
     effects of business acquisitions and dispositions:
       Accounts payable..........................................    9,045,300     16,679,800     (3,884,100)
       Accrued expenses..........................................   10,009,400      4,037,500    (12,420,200)
       Income taxes..............................................      984,000     (3,992,800)    (1,528,300)
       Other liabilities.........................................    5,732,500      3,673,800     (4,276,800)
                                                                  ------------  -------------  -------------
   Net cash flows provided by operating activities...............   52,731,200     81,256,000     76,280,900
                                                                  ------------  -------------  -------------
Cash Flows From Investing Activities:
   Capital expenditures--net of insurance proceeds...............  (35,868,500)   (37,706,300)   (32,614,300)
   Proceeds from sale of property and equipment and other
     productive assets...........................................    1,363,000      4,861,100      4,391,800
   Payment for business acquisitions net of cash acquired........   (7,812,100)  (128,615,400)   (78,828,400)
   Other real estate.............................................   (1,623,800)      (304,400)        (9,700)
   (Increase) decrease in notes receivable.......................     (759,600)     9,682,000      1,665,700
                                                                  ------------  -------------  -------------
   Net cash flows used in investing activities...................  (44,701,000)  (152,083,000)  (105,394,900)
                                                                  ------------  -------------  -------------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings............................                 175,494,700     88,000,000
   Reductions in debt............................................  (10,159,700)  (128,390,400)   (48,055,800)
   Payments for debt issuance costs..............................                  (1,050,000)    (1,207,500)
   Proceeds from sale of common stock............................    1,961,800      1,414,600      1,126,900
   Common stock purchased........................................   (3,541,000)    (5,134,400)    (5,126,400)
                                                                  ------------  -------------  -------------
   Net cash flows (used in) provided by financing
     activities..................................................  (11,738,900)    42,334,500     34,737,200
                                                                  ------------  -------------  -------------
Net (Decrease) Increase in Cash and Cash Equivalents.............   (3,708,700)   (28,492,500)     5,623,200
Cash And Cash Equivalents, Beginning Of Year.....................   72,094,500     68,385,800     39,893,300
                                                                  ------------  -------------  -------------
Cash And Cash Equivalents, End Of Year........................... $ 68,385,800  $  39,893,300  $  45,516,500
                                                                  ============  =============  =============
Cash Paid During The Year For:
   Interest...................................................... $  6,574,600  $  13,672,100  $  19,026,000
   Income Taxes..................................................   11,965,700     19,897,900     14,006,600
Supplemental Noncash Financing Activities:
   Patronage Dividends Payable in Common Stock...................    3,078,000      3,475,000      5,950,000
   Additional Pension Liability, net of tax......................                                  5,258,000
   Interest Rate Swap, net of tax................................                                  3,409,000
   Liabilities Assumed in Business Acquisitions..................                  46,703,000     95,718,300


                See notes to consolidated financial statements.

                                      F-6



                        ROUNDY'S, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SIGNIFICANT ACCOUNTING POLICIES

   Fiscal year--The Company's fiscal year is the 52 or 53 week period ending on
the Saturday nearest to December 31. The years ended January 1, 2000, December
30, 2000 and December 29, 2001 included 52 weeks.

   Consolidation practice--The consolidated financial statements include the
accounts of the Company and its subsidiaries. Significant intercompany balances
and transactions are eliminated.

   Revenue recognition--Wholesale revenues are recognized when product is
shipped and retail revenues are recognized at the point of sale.

   Accounting Change--During 2001, the Emerging Issues Task Force ("EITF")
reached a consensus on EITF 01-9, "Accounting for Consideration Given by a
Vendor to a Customer or a Reseller of the Vendor's Products." This
pronouncement relates to the income statement classification of sales
incentives and requires that the Company classify certain sales promotions
offered to its retail customers as a reduction of net sales (versus cost of
sales as previously recorded). The Company has adopted this pronouncement
effective December 30, 2001. Net sales and service fees and cost of sales have
been reduced by approximately $60.4 million, $53.7 million and $61.7 million
for 1999, 2000 and 2001, respectively, to retroactively restate the financial
statements for the change.

   Use of estimates--The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an ongoing basis,
management reviews its estimates, including those related to allowances for
doubtful accounts and notes receivable, valuation of inventories,
self-insurance reserves, closed facilities reserves, purchase accounting
estimates, useful lives for depreciation and amortization, valuation allowances
for deferred income tax assets and litigation based on currently available
information. Changes in facts and circumstances may result in revised estimates
and actual results could differ from those estimates.

   Cash and cash equivalents--The Company considers all highly liquid
investments, with maturities of three months or less when acquired, to be cash
equivalents.

   Inventories--Inventories are recorded at the lower of cost, primarily on the
first-in, first-out method, or market.

   Goodwill and long-lived assets--The excess of cost over the fair value of
net assets of businesses acquired (goodwill) was amortized on a straight-line
basis over 20 years. Accumulated amortization at December 30, 2000 and December
29, 2001 was $11,367,200 and $18,008,000, respectively. The Company
periodically evaluates the carrying value of long-lived assets in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of." The Company analyzes the future recoverability of the long-lived
assets using the related undiscounted future cash flows of the business and
recognizes any adjustments to its carrying value on a current basis. During
2000, the Company charged $1,490,000 to operating and administrative expenses
related to the closure of certain retail grocery stores. In June 2001, the FASB
issued SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142
requires that goodwill and intangible assets with indefinite useful lives
recorded for acquisitions completed subsequent to June 30, 2001 no longer be
amortized and the amortization of goodwill and intangible assets with
indefinite useful lives recorded for acquisitions completed prior to June 30,
2001 cease upon adoption of this statement. Instead, the carrying value of
goodwill and intangible assets with indefinite useful lives will be

                                      F-7



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

evaluated for impairment on an annual basis. The Company will adopt SFAS No.
142 on December 30, 2001. Amortization of goodwill recorded by the Company in
1999, 2000 and 2001 reduced net income by $726,600, $4,410,400 and $6,056,700,
respectively. The Company is currently evaluating the provisions of this
statement with respect to impairment and has not yet determined the impact on
its consolidated financial statements.

   Depreciation--Depreciation and amortization of property and equipment are
computed primarily on the straight-line method over their estimated useful
lives, which are generally thirty-nine years for buildings, three to ten years
for equipment and ten to twenty years for leasehold improvements.

   Closed facilities reserve--When a facility is closed, the remaining
investment, net of expected salvage value, is expensed. For properties under
lease agreements, the present value of any remaining future liability under the
lease, net of expected sublease recovery, is also expensed. The amounts charged
to operating and administrative expenses in 2000 and 2001 for the present value
of these remaining future liabilities approximated $4.2 million and $0.5
million, respectively. The amount charged to operating and administrative
expenses in 1999 were not significant.

   Income taxes--The Company provides for income taxes in accordance with SFAS
No. 109, "Accounting for Income Taxes," which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred
income tax assets and liabilities are computed annually for differences between
the financial statement and tax bases of assets and liabilities that will
result in taxable or deductible amounts in the future based on enacted tax laws
and rates applicable to the periods in which the differences are expected to
affect taxable income.

   Related parties--During 1999, 2000 and 2001, the Company had wholesale sales
to related party retailers in the amounts of $966,844,000, $602,552,000 and
$658,728,000, respectively. In addition, the Company received sublease payments
from related party retailers of $11,819,900, $7,136,100 and $8,058,700 for
1999, 2000 and 2001, respectively. During 1999 the Company sold land to a
related party retailer for approximately $1.5 million. During 2000, the Company
sold a retail grocery store to a related party for approximately $4.1 million.

   Reclassifications--Certain amounts previously reported have been
reclassified to conform to the current presentation.

2.  ACQUISITIONS

   On April 12, 1999, the Company purchased a grocery retailer for
approximately $5.7 million in cash. On August 24, 1999, the Company purchased a
grocery retailer for $2.1 million in cash. The acquisitions have been accounted
for as purchases and the results of operations have been included in the
consolidated financial statements since the dates of acquisition. The pro-forma
effects of these acquisitions were not material.

   On February 2, 2000, the Company purchased 7 retail grocery stores for
approximately $37.7 million in cash. Operating results of such stores have been
included in the Statements of Consolidated Earnings since the acquisition date.
Goodwill of approximately $21.5 million resulted from the purchase. The
acquisition was accounted for as a purchase and the consolidated financial
statements reflect the allocation of the purchase price to the assets acquired
based on their fair values. The pro-forma effects of the acquisition were not
material.

   On March 31, 2000, the Company acquired all of the outstanding stock of Mega
Marts, Inc. ("Mega Marts") for approximately $125.0 million in cash and notes
payable. Mega Marts owned and operated 16 retail grocery stores. Also on March
31, 2000, the Company acquired certain assets of NDC, Inc. (an affiliate of
Mega Marts)

                                      F-8



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

consisting of a retail grocery store known as the "Tri-City Pick 'n Save"
("TCPS") for approximately $11.2 million in cash. The acquisitions were
effective at the end of the day on April 1, 2000 and the operating results of
Mega Marts and TCPS were included in the Statements of Consolidated Earnings
after the effective date. Goodwill of approximately $84.8 million resulted from
the purchase. The Company financed the acquisitions with the proceeds of a
credit agreement and $39 million in promissory notes issued to the shareholders
of Mega Marts. The acquisitions were accounted for as purchases and the
consolidated financial statements reflect the allocation of the purchase price
to the assets acquired and liabilities assumed based on their fair values.
Included in the assets of Mega Marts were 132,330 shares of the Company's Class
A and Class B common stock. A portion of the purchase price was allocated to
such treasury shares acquired based on the net book value of the Company's
common stock as of January 1, 2000.

   Effective May 20, 2001, the Company acquired all of the outstanding stock of
The Copps Corporation ("Copps") for approximately $96.2 million in cash. Copps
owned and operated 21 retail grocery stores and a wholesale distribution
center. The operating results of Copps are included in the Statements of
Consolidated Earnings after the effective date. Goodwill of approximately $9.9
million resulted from the purchase. The Company financed the acquisition with
the proceeds of a Credit Agreement (see Note 5). The acquisition was accounted
for as a purchase and the consolidated financial statements reflect the
preliminary allocation of the purchase price to the assets acquired and
liabilities assumed based on their fair values. The Company anticipates
finalizing the purchase price allocation in the first quarter of 2002, but does
not anticipate any significant changes.

   Unaudited pro-forma results of operations, including Copps, Mega Marts and
TCPS as if they had been acquired at the beginning of each period follows:




                                            For the Year Ended:
                            ---------------------------------------------------
                            January 1, 2000 December 30, 2000 December 29, 2001
                            --------------- ----------------- -----------------
                                                     
 Net sales and service fees $3,437,676,800   $3,608,503,800    $3,621,531,800
 Net earnings..............     13,432,300       17,832,600        25,049,900


   Pro-forma results are not necessarily indicative of what would have occurred
had the acquisition been consummated as of the beginning of the periods. Pro
forma results include additional depreciation and the amortization of
intangible assets resulting from the purchase and additional interest expense
as if the funds borrowed in connection with the acquisition had been
outstanding from the beginning of each period.

                                      F-9



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


3.  PATRONAGE DIVIDENDS

   The Company's By-Laws require that to the extent permitted by the Internal
Revenue Code, patronage dividends are to be paid out of earnings from business
activities with stockholder-customers in an amount which will reduce the net
earnings of the Company to an amount which will result in an 8% increase in the
book value of its common stock. The dividends are payable at least 20% in cash
and the remainder in Class B common stock. Dividends for the years ended
January 1, 2000, December 30, 2000 and December 29, 2001 were generally payable
30% in cash.

4.  NOTES AND ACCOUNTS RECEIVABLE

   The Company extends long-term credit to certain independent retailers it
serves to be used primarily for store expansion or improvements. Loans to
independent retailers are primarily collateralized by the retailer's inventory,
equipment, personal assets and pledges of Company stock. Interest rates are
generally in excess of the prime rate and terms of the notes are up to 15
years. Included in current notes and accounts receivable are amounts due within
one year totaling $2,364,000 and $2,945,200 at December 30, 2000 and December
29, 2001, respectively. The Company is exposed to credit risk with respect to
accounts receivable, although it is generally limited. The Company continually
monitors its receivables with customers by reviewing, among other things,
credit terms, collateral and guarantees.

5.  LONG-TERM DEBT

   Long-term debt consists of the following at the respective year-ends:



                                                                    2000         2001
                                                                ------------ ------------
                                                                       
Senior notes payable:
   6.30%, due 2002 to 2007..................................... $ 80,000,000 $130,000,000
Notes payable under revolving credit agreement, 4.56%, due 2006   61,000,000   59,000,000
Subordinated notes payable, 8.25%, due 2002 to 2005............   33,150,000   25,350,000
Capital lease obligations, 7.55% to 11.0%, due 2002 to 2020....                13,987,100
Other long-term debt...........................................      252,400      211,400
                                                                ------------ ------------
                                                                 174,402,400  228,548,500
   Current maturities..........................................    7,837,700   27,717,000
                                                                ------------ ------------
       Total long-term debt, less current maturities........... $166,564,700 $200,831,500
                                                                ============ ============


   On May 18, 2001, the Company entered into an Amended and Restated Credit
Agreement with various lenders which allows the Company to borrow up to an
aggregate amount of $300,000,000. The Credit Agreement provides for a
$170,000,000 revolving loan commitment and a $130,000,000 term loan. The
revolving loan commitment and the term loan bear interest based upon LIBOR and
Prime rates. The Credit Agreement includes covenants that, among others, limit
stock repurchases and additional borrowings and provide for minimum net worth
requirements ($166,169,000 at December 29, 2001). At December 29, 2001,
$101,606,000 was available to the Company under its revolving credit agreement.
The Company's assets are pledged as collateral to the Credit Agreement.

   On April 4, 2000, the Company entered into a five-year interest rate swap
agreement under which the Company pays a fixed rate of 7.32% and receives a
floating LIBOR rate. The effect of the swap agreement is to fix the rate on
$60,000,000 of borrowings under the revolving loan commitment. For the year
ended December 29, 2001, the total net cost, recorded as interest expense, of
converting from floating rate to fixed rate was $1,742,300.

                                     F-10



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   In June 1998, the Financial Accounting Standards Board ("the FASB") issued
SFAS 133, "Accounting for Derivative Instruments and Hedging Activities",
subsequently amended by SFAS 137 and SFAS 138. SFAS 133 was adopted for the
Company's fiscal year beginning December 31, 2000 and required the Company to
record all derivatives on the balance sheet at fair value. Changes in
derivative fair values are either recognized in earnings or, for cash-flow
hedges, deferred and recorded as a component of other comprehensive income
until the hedged transactions occur and are recognized in earnings. The
ineffective portion of a hedging derivative's change in fair value is
immediately recognized in earnings. For a derivative that doesn't qualify as a
hedge, changes in fair value are recognized in earnings.

   On December 31, 2000, upon adoption of SFAS 133, the Company recognized a
transition adjustment relating to the interest rate swap for approximately $2.0
million, net of tax of $1.4 million, in stockholders' equity as accumulated
other comprehensive loss. The interest rate swap qualifies as a cash-flow hedge
and the fair value of the Company's interest rate swap, based on the net cost
to settle the transaction at December 29, 2001, was approximately $3.4 million,
net of tax of $2.6 million and is recorded as accumulated other comprehensive
loss in the Company's consolidated balance sheet.

   Repayment of principal on long-term debt outstanding is as follows:

        
                             2002...... $27,717,000
                             2003......  34,260,900
                             2004......  34,307,000
                             2005......  28,503,300
                             2006......  85,556,500
                             Thereafter  18,203,800

                             

6.  FAIR VALUE OF FINANCIAL INSTRUMENTS

   The Company's financial instruments consist primarily of cash, accounts and
notes receivable, accounts payable, accrued liabilities, interest rate swap and
long-term debt. The carrying amounts for cash, accounts and notes receivable,
accounts payable and accrued liabilities approximate their fair values. Based
on the borrowing rates currently available to the Company for long-term debt
with similar terms and maturities, the fair value of long-term debt, including
current maturities, is approximately $173,912,000 and $229,628,000 as of
December 30, 2000 and December 29, 2001, respectively. The fair value of the
swap at December 30, 2000 was a liability of approximately $3.4 million (no
carrying value). The fair value (and carrying value) of the Company's interest
rate swap based on the net cost to settle the transaction at December 29, 2001,
was a liability of approximately $6.0 million.

7.  STOCKHOLDERS' EQUITY

   The authorized capital stock of the Company is 60,000 shares of Class A
common stock and 2,400,000 shares of Class B common stock each with a par value
of $1.25 a share. Inactive customers are required to exchange Class A voting
stock held for Class B non-voting stock.

   The issuance and redemption of common stock is based on the book value
thereof as of the preceding year-end. The year-end book value was $129.95,
$153.60 and $170.20 for 1999, 2000 and 2001, respectively. The Company is
obligated, upon request, to repurchase common stock held by inactive customers
or employees. The amount available for such repurchases in any year is subject
to limitations under certain loan agreements.

                                     F-11



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Class B common stock which is subject to redemption is reflected outside of
stockholders' equity. Redeemable common stock is held by inactive customers and
former employees. As of December 30, 2000 and December 29, 2001, 66,066 and
54,313 shares, respectively, were subject to redemption. The Class B common
stock subject to redemption is payable over a five year period based upon the
book value at the preceding fiscal year-end. The Company expects to repurchase
shares of 19,642, 16,361, 10,144, 5,595 and 2,571 in 2002, 2003, 2004, 2005 and
2006, respectively.

   Effective November 1991, the Board of Directors adopted the 1991 Stock
Incentive Plan (the "Plan'') under which up to 75,000 shares of Class B common
stock may be issued pursuant to the exercise of stock options. The Plan also
authorizes the grant of up to 25,000 stock appreciation rights ("SARs'').
Options and SARs may be granted to senior executives and key employees of the
Company by the Compensation Committee of the Board of Directors at an
exercise/base price equal to book value of the Company's common stock as of the
preceding year-end. No options or SARs may be granted under the Plan after
November 30, 2001.

   Option and SAR transactions are as follows:



                                                                    Options
                                                                   Weighted
                                  Options  SARs    Option Price  Average Price
                                  ------- ------  -------------- -------------
                                                     
 Outstanding, January 2, 1999.... 50,000  21,000  $53.10-$104.35    $ 67.96
                                  ------  ------  --------------
 Outstanding, January 1, 2000.... 50,000  21,000   53.10- 104.35      67.96
    Exercised....................   (400) (3,400)          94.30      94.30
    Granted......................  1,000     184          129.95     129.95
                                  ------  ------  --------------
 Outstanding, December 30, 2000.. 50,600  17,784   53.10- 129.95      68.97
    Exercised.................... (2,500) (1,450)  53.10-  94.30      77.82
    Cancelled....................            (50)
                                  ------  ------  --------------
 Outstanding, December 29, 2001.. 48,100  16,284  $53.10-$129.95      68.51
                                  ======  ======  ==============
 Exercisable at December 29, 2001 47,766  16,222  $53.10-$129.95      68.08
                                  ======  ======  ==============


   Options exercisable at January 1, 2000 and December 30, 2000 were 46,516 and
48,398 with a weighted average price of $65.91 and $67.17, respectively.

   The following table summarizes information concerning currently outstanding
and exercisable options:



                                Stock Options Outstanding  Stock Options Exercisable
                               --------------------------- -------------------------
                                       Weighted
                                        Average   Weighted               Weighted
                               Number  Remaining  Average                Average
                                 of   Contractual Exercise Number of     Exercise
   Range of Exercise Price ($) Shares    Life      Price    Shares        Price
   --------------------------- ------ ----------- -------- ---------     --------
                                                          
           50.00- 70.00....... 32,500     5.8     $ 57.90   32,500       $ 57.90
           70.01- 90.00.......  8,000     9.0       77.40    8,000         77.40
           90.01-110.00.......  6,600    10.9      100.70    6,600        100.70
          110.01-130.00.......  1,000    13.6      129.95      666        129.95
                               ------             -------   ------       -------
                               48,100             $ 68.51   47,766       $ 68.08
                               ======             =======   ======       =======


   Options granted become exercisable based on the vesting rate which generally
ranges from 20% at the date of grant to 100% eight years from the date of grant.

                                     F-12



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   SAR holders are entitled, upon exercise of a SAR, to receive cash in an
amount equal to the excess of the Fair Market Value per share of the Company's
common stock as of the date on which the SAR is exercised over the base price
of the SAR. SARs granted become exercisable based on the vesting rate which
ranges from 20% on the last day of the fiscal year of the grant to 100% eight
years from the last day of the fiscal year of the grant. Compensation expense
was not material in 1999, 2000 and 2001. In the event of a change in control of
the Company, all options and SARs previously granted and not exercised, become
exercisable.

   The Company has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," but applies Accounting Principles
Board Opinion No. 25 and related interpretations in accounting for its plans.
During 2000, the Company extended the term of all of its previously granted
stock options resulting in a compensation charge of $3,085,400. Compensation
expense was immaterial for 1999 and 2001. If the Company had elected to
recognize compensation cost for the Plan based on the fair value of the options
at the grant dates, consistent with the method prescribed by SFAS No. 123,
pro-forma net earnings in 1999 and 2001 would have decreased by less than
$100,000, while the effect on 2000 net earnings would have been an approximate
increase of $685,000.

8.  EMPLOYEE BENEFIT PLANS

   Substantially all non-union employees of the Company and employees of its
subsidiaries are covered by defined benefit pension plans. Benefits are based
on either years of service and the employee's highest compensation during five
of the most recent ten years of employment or on stated amounts for each year
of service. The Company intends to annually contribute only the minimum
contributions required by applicable regulations.

   The following tables set forth pension obligations and plan assets as of
December 30, 2000 and December 29, 2001:



                                                       2000          2001
                                                   ------------  ------------
                                                           
  Change in benefit obligation:
     Benefit Obligation--Beginning of Year........ $ 49,179,000  $ 59,296,700
     Service cost.................................    2,895,700     4,336,100
     Interest cost................................    3,916,000     5,174,800
     Actuarial loss...............................    5,055,600     3,999,700
     Benefits paid................................   (1,749,600)   (2,264,900)
     Business acquisition.........................                 17,777,700
                                                   ------------  ------------
     Benefit Obligation--End of Year.............. $ 59,296,700  $ 88,320,100
                                                   ============  ============
  Change in plan assets:
     Fair Value--Beginning of Year................ $ 47,949,800  $ 46,950,300
     Actual return on plan assets.................   (3,136,400)   (4,553,300)
     Company contribution.........................    3,886,500     4,811,300
     Benefits paid................................   (1,749,600)   (2,264,900)
     Business acquisition.........................                 14,217,800
                                                   ------------  ------------
     Fair Value--End of Year...................... $ 46,950,300  $ 59,161,200
                                                   ============  ============
  Funded status:
     As of year-end............................... $(12,346,400) $(29,158,900)
     Unrecognized cost:
         Actuarial and investment losses, net.....    8,319,400    21,809,600
         Prior service cost.......................      180,400       144,600
         Transition asset.........................     (199,200)      (66,100)
         Additional minimum liability.............                 (9,226,000)
                                                   ------------  ------------
     Accrued benefit cost......................... $ (4,045,800) $(16,496,800)
                                                   ============  ============


                                     F-13



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)



                                                           1999         2000         2001
                                                       -----------  -----------  -----------
                                                                        
The components of pension cost are as follows:
   Benefits earned during the year.................... $ 3,099,300  $ 2,895,700  $ 4,336,100
   Interest cost on projected benefit obligation......   3,604,300    3,916,000    5,174,800
   Expected return on plan assets.....................  (3,771,100)  (4,393,000)  (5,083,400)
   Net amortization and deferral:
       Unrecognized net loss (gain)...................     110,900       (1,100)     173,700
       Unrecognized prior service cost................      35,900       35,900       35,900
       Unrecognized net asset.........................    (174,100)    (174,000)    (133,200)
                                                       -----------  -----------  -----------
   Net pension cost................................... $ 2,905,200  $ 2,279,500  $ 4,503,900
                                                       ===========  ===========  ===========

                                                           1999         2000         2001
                                                       -----------  -----------  -----------
The assumption used in the accounting were as follows:
   Discount rate......................................        8.00%        7.50%        7.25%
   Rate of increase in compensation levels............        4.00%        4.00%        4.00%
   Expected long-term rate of return of assets........        9.00%        9.00%        9.00%


   The change in the discount rate in 2001 resulted in an increase of
$3,452,300 in the projected benefit obligation in 2001, and is expected to
result in an increase in the 2002 pension expense of approximately $500,000.

   The Company and its subsidiaries also participate in various multi-employer
plans which provide defined benefits to employees under collective bargaining
agreements. Amounts charged to pension expense for such plans were $5,093,900,
$5,378,000 and $7,036,900 in 1999, 2000 and 2001, respectively. The Company has
a defined contribution plan covering substantially all salaried and hourly
employees not covered by collective bargaining agreements. Total expense for
the plan amounted to $1,251,500, $1,248,600 and $1,920,900 in 1999, 2000 and
2001, respectively. Also, the Company has a defined contribution plan covering
certain hourly employees covered by a collective bargaining agreement. Total
expense for the plan amounted to $687,400 and $732,500 in 2000 and 2001,
respectively.

9.  INCOME TAXES

   Federal Income tax at the statutory rate of 35% in 1999, 2000 and 2001 and
income tax expense as reported are reconciled as follows:



                                                    1999         2000         2001
                                                -----------  -----------  -----------
                                                                 
Federal income tax at statutory rate........... $10,366,500  $12,446,900  $14,573,700
State income taxes, net of federal tax benefits   1,565,000    2,279,200    1,928,700
Resolution of prior year tax matters...........                 (620,000)  (2,360,300)
Non-deductible goodwill........................     252,100    1,272,600    1,813,000
Other--net.....................................    (174,300)    (921,200)     (99,600)
                                                -----------  -----------  -----------
Income tax expense............................. $12,009,300  $14,457,500  $15,855,500
                                                ===========  ===========  ===========


                                     F-14



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The approximate tax effects of temporary differences at December 30, 2000
and December 29, 2001 are as follows:



                                     2000                                    2001
                    --------------------------------------  --------------------------------------
                      Assets     Liabilities      Total       Assets     Liabilities      Total
                    ----------- ------------  ------------  ----------- ------------  ------------
                                                                    
Allowance for
  doubtful accounts $ 1,009,000               $  1,009,000  $ 1,535,000               $  1,535,000
Inventories........             $ (2,565,200)   (2,565,200)             $ (2,783,000)   (2,783,000)
Employee benefits..   9,603,000                  9,603,000   11,416,000                 11,416,000
Accrued expenses
  not currently
  deductible.......   2,203,000                  2,203,000    2,236,000                  2,236,000
Other..............                                                       (2,711,000)   (2,711,000)
                    ----------- ------------  ------------  ----------- ------------  ------------
Current............  12,815,000   (2,565,200)   10,249,800   15,187,000   (5,494,000)    9,693,000
                    ----------- ------------  ------------  ----------- ------------  ------------
Allowance for
  doubtful accounts     860,000                    860,000      527,000                    527,000
Depreciation and
  amortization.....              (14,136,000)  (14,136,000)              (26,482,000)  (26,482,000)
Employee benefits..   4,013,000                  4,013,000    9,101,000                  9,101,000
Accrued expenses
  not currently
  deductible.......   6,887,000                  6,887,000    9,126,000                  9,126,000
Net operating loss
  carryforwards....                                           6,200,000                  6,200,000
Other..............               (2,433,000)   (2,433,000)     937,000                    937,000
                    ----------- ------------  ------------  ----------- ------------  ------------
Noncurrent.........  11,760,000  (16,569,000)   (4,809,000)  25,891,000  (26,482,000)     (591,000)
                    ----------- ------------  ------------  ----------- ------------  ------------
       Total....... $24,575,000 $(19,134,200) $  5,440,800  $41,078,000 $(31,976,000) $  9,102,000
                    =========== ============  ============  =========== ============  ============


   Management believes that it is more likely than not that current and
long-term deferred tax assets will be realized through the reduction of future
taxable income. Significant factors considered by management in its
determination include the historical operating results of the Company ($105
million of United States taxable income over the past three years), and
expectations of future earnings. As of December 29, 2001, the Company has
federal and state net operating loss carryforwards (acquired in the Copps
acquisition) of approximately $13 million and $29 million, respectively. The
Company's utilization of these losses is limited under both federal and state
law. If unutilized, the federal net operating loss will expire in 2020, and the
state net operating losses will expire during the period of 2015 through 2020.

10.  LEASE OBLIGATIONS AND CONTINGENT LIABILITIES

   Rental payments and related subleasing rentals under operating leases are as
follows:



                             Rental Payments
                          ---------------------- Subleasing
                            Minimum   Contingent  Rentals
                          ----------- ---------- -----------
                                        
                    1999. $30,083,100  $445,900  $23,312,300
                    2000.  34,733,700   480,400   23,282,700
                    2001.  40,581,200   704,000   21,818,400


   Contingent rentals may be paid under certain store leases on the basis of
the store's sales in excess of stipulated amounts.

                                     F-15



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Future minimum rental payments under long-term leases are as follows at
December 29, 2001:



                                                   Operating   Capitalized
                                                    Leases       Leases
                                                  ------------ -----------
                                                         
      2002....................................... $ 37,504,000 $ 1,564,200
      2003.......................................   35,273,700   1,571,600
      2004.......................................   33,050,800   1,575,300
      2005.......................................   30,978,500   1,575,300
      2006.......................................   30,124,800   1,575,300
      Thereafter.................................  172,401,200  18,483,800
                                                  ------------ -----------
             Total............................... $339,333,000 $26,345,500
                                                  ============ ===========
      Amount representing interest...............               12,358,400
                                                               -----------
      Present value of net minimum lease payments               13,987,100
      Current portion............................                  375,000
                                                               -----------
      Long-term portion..........................              $13,612,100
                                                               ===========


   Total minimum rentals to be received in the future under non-cancelable
subleases as of December 29, 2001 are $179,382,300.

   The Company is involved in various claims and litigation arising in the
normal course of business. In the opinion of management, the ultimate
resolution of these actions will not materially affect the consolidated
financial position, results of operations or cash flows of the Company.

11.  EARNINGS PER SHARE

   Earnings per share are not presented because they are not deemed meaningful.
See Notes 3 and 7 relating to patronage dividends and common stock repurchase
requirements.

12.  EVANSVILLE FIRE

   During 1998, fire destroyed the Evansville, Indiana warehouse, inventory and
equipment. As of December 30, 2000, all insurance claims related to the fire
had been settled. During 1999 and 2000, the Company recorded gains of $5.5
million and $3.3 million, respectively, related to the insurance settlements.
These amounts are reflected in Other--net revenues in the Company's Statements
of Consolidated Earnings.

13.  SEGMENT REPORTING

   The Company and its subsidiaries sell and distribute food and nonfood
products that are typically found in supermarkets primarily located in the
Midwest. The Company's wholesale distribution segment sells to both
Company-owned and independent retail food stores, while the retail segment
sells directly to the consumer.

   During 1999, the Company had one customer which accounted for 12.4% of the
Company's net sales and service fees. In 2000 and 2001, no customer accounted
for over 10% of net sales and service fees.

   Eliminations represent the activity between wholesale and Company-owned
retail stores. Inter-segment revenues are recorded at amounts consistent with
those charged to independent retail stores.

   Identifiable assets are those used exclusively by that industry segment.
Corporate assets are principally cash and cash equivalents, notes receivable,
transportation equipment, corporate office facilities and equipment.

                                     F-16



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)




                                          1999            2000            2001
                                     --------------  --------------  --------------
                                                            
NET SALES AND SERVICE FEES
   Wholesale........................ $2,549,774,900  $2,628,025,700  $2,894,011,900
   Retail...........................    323,857,300     891,666,200   1,377,133,300
   Eliminations.....................   (216,800,200)   (589,658,500)   (883,383,700)
                                     --------------  --------------  --------------
       Total........................ $2,656,832,000  $2,930,033,400  $3,387,761,500
                                     ==============  ==============  ==============
EARNINGS BEFORE PATRONAGE DIVIDENDS,
  DEPRECIATION AND AMORTIZATION
   Wholesale........................ $   58,789,500  $   59,492,900  $   63,014,500
   Retail...........................      5,261,600      21,878,800      43,351,900
   Corporate........................     (9,162,100)    (10,035,900)    (11,933,100)
                                     --------------  --------------  --------------
       Total........................ $   54,889,000  $   71,335,800  $   94,433,300
                                     ==============  ==============  ==============
DEPRECIATION AND AMORTIZATION
   Wholesale........................ $    7,432,200  $    7,759,400  $    9,604,000
   Retail...........................      4,961,400      15,166,500      24,787,900
   Corporate........................      6,429,800       7,811,900       9,721,700
                                     --------------  --------------  --------------
       Total........................ $   18,823,400  $   30,737,800  $   44,113,600
                                     ==============  ==============  ==============
INTEREST
   Wholesale........................ $    2,095,300  $    1,655,200  $    3,580,800
   Retail...........................      1,069,000       8,180,000      12,179,700
   Corporate........................      3,339,300       5,627,500       1,937,200
                                     --------------  --------------  --------------
       Total........................ $    6,503,600  $   15,462,700  $   17,697,700
                                     ==============  ==============  ==============
CAPITAL EXPENDITURES
   Wholesale........................ $   17,846,700  $    8,851,100  $    9,726,900
   Retail...........................      3,365,200      14,558,100      10,960,900
   Corporate........................     14,656,600      14,297,100      11,926,500
                                     --------------  --------------  --------------
       Total........................ $   35,868,500  $   37,706,300  $   32,614,300
                                     ==============  ==============  ==============
IDENTIFIABLE ASSETS (AT YEAR END)
   Wholesale........................ $  317,858,300  $  301,567,800  $  366,851,300
   Retail...........................     64,086,900     271,545,200     325,025,700
   Corporate........................    115,379,500      89,259,200     102,633,400
                                     --------------  --------------  --------------
       Total........................ $  497,324,700  $  662,372,200  $  794,510,400
                                     ==============  ==============  ==============



                                     F-17



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

14.  CONDENSED CONSOLIDATING FINANCIAL INFORMATION

   The following presents condensed consolidating financial statements of
Roundy's, Inc and its subsidiaries. All subsidiaries are 100% owned by
Roundy's, Inc. The accounting policies for all entities are consistent with
those previously described herein.

                 CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

                      For the Year Ended January 1, 2000



                                                      Combined
                                    Roundy's, Inc.  Subsidiaries    Eliminations      Total
                                    -------------- --------------  -------------  --------------
                                                                      
Revenues:
   Net sales and service fees...... $1,277,011,700 $1,551,369,100  $(171,548,800) $2,656,832,000
   Other--net......................      2,567,400      8,313,700       (763,200)     10,117,900
                                    -------------- --------------  -------------  --------------
                                     1,279,579,100  1,559,682,800   (172,312,000)  2,666,949,900
                                    -------------- --------------  -------------  --------------
Costs and Expenses:
   Cost of sales...................  1,178,811,200  1,379,737,400   (168,470,700)  2,390,077,900
   Operating and administrative....     82,464,600    154,916,300     (3,078,100)    234,302,800
   Interest........................      7,172,500         94,300       (763,200)      6,503,600
                                    -------------- --------------  -------------  --------------
                                     1,268,448,100  1,534,748,200   (172,312,000)  2,630,884,300
                                    -------------- --------------  -------------  --------------
Earnings Before Patronage Dividends     11,131,000     24,934,600                     36,065,600
Patronage Dividends................      7,496,900     (1,050,000)                     6,446,900
                                    -------------- --------------  -------------  --------------
Earnings Before Income Taxes.......      3,634,100     25,984,600                     29,618,700
                                    -------------- --------------  -------------  --------------
Provision for Income Taxes.........      1,473,500     10,535,800                     12,009,300
Equity in earnings of subsidiaries.     15,448,800                   (15,448,800)
                                    -------------- --------------  -------------  --------------
Net Earnings....................... $   17,609,400 $   15,448,800  $ (15,448,800) $   17,609,400
                                    ============== ==============  =============  ==============


                                     F-18



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                 CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

                     For the Year Ended December 30, 2000



                                                      Combined
                                    Roundy's, Inc.  Subsidiaries    Eliminations      Total
                                    -------------- --------------  -------------  --------------
                                                                      
Revenues:
Net sales and service fees......... $1,374,642,600 $2,092,196,500  $(536,805,700) $2,930,033,400
Other--net.........................     12,507,000      6,673,600    (12,007,000)      7,173,600
                                    -------------- --------------  -------------  --------------
                                     1,387,149,600  2,098,870,100   (548,812,700)  2,937,207,000
                                    -------------- --------------  -------------  --------------
Costs and Expenses:
Cost of sales......................  1,268,877,900  1,799,444,600   (527,589,100)  2,540,733,400
Operating and administrative.......     85,784,700    263,844,800     (9,216,600)    340,412,900
Interest...........................     21,931,700      5,538,000    (12,007,000)     15,462,700
                                    -------------- --------------  -------------  --------------
                                     1,376,594,300  2,068,827,400   (548,812,700)  2,896,609,000
                                    -------------- --------------  -------------  --------------
Earnings Before Patronage Dividends     10,555,300     30,042,700                     40,598,000
Patronage Dividends................      9,196,400     (4,161,100)                     5,035,300
                                    -------------- --------------  -------------  --------------
Earnings Before Income Taxes.......      1,358,900     34,203,800                     35,562,700
                                    -------------- --------------  -------------  --------------
Provision for Income Taxes.........        544,800     13,912,700                     14,457,500
Equity in earnings of subsidiaries.     20,291,100                   (20,291,100)
                                    -------------- --------------  -------------  --------------
Net Earnings....................... $   21,105,200 $   20,291,100  $ (20,291,100) $   21,105,200
                                    ============== ==============  =============  ==============


                                     F-19



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                 CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

                     For the Year Ended December 29, 2001




                                                      Combined
                                    Roundy's, Inc.  Subsidiaries    Eliminations      Total
                                    -------------- --------------  -------------  --------------
                                                                      
Revenues:
Net sales and service fees......... $1,464,319,100 $2,585,671,000  $(662,228,600) $3,387,761,500
Other--net.........................     16,346,400      1,969,800    (16,259,000)      2,057,200
                                    -------------- --------------  -------------  --------------
                                     1,480,665,500  2,587,640,800   (678,487,600)  3,389,818,700
                                    -------------- --------------  -------------  --------------
Costs and Expenses:
Cost of sales......................  1,346,748,900  2,161,474,000   (651,460,300)  2,856,762,600
Operating and administrative.......     99,052,300    376,754,700    (10,768,300)    465,038,700
Interest...........................     17,100,400     16,856,300    (16,259,000)     17,697,700
                                    -------------- --------------  -------------  --------------
                                     1,462,901,600  2,555,085,000   (678,487,600)  3,339,499,000
                                    -------------- --------------  -------------  --------------
Earnings Before Patronage Dividends     17,763,900     32,555,800                     50,319,700
Patronage Dividends................     16,022,900     (7,342,300)                     8,680,600
                                    -------------- --------------  -------------  --------------
Earnings Before Income Taxes.......      1,741,000     39,898,100                     41,639,100
                                    -------------- --------------  -------------  --------------
Provision for Income Taxes.........        658,000     15,197,500                     15,855,500
                                    -------------- --------------  -------------  --------------
Equity in earnings of subsidiaries.     24,700,600                   (24,700,600)
                                    -------------- --------------  -------------  --------------
Net Earnings....................... $   25,783,600 $   24,700,600  $ (24,700,600) $   25,783,600
                                    ============== ==============  =============  ==============


                                     F-20



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                     CONDENSED CONSOLIDATING BALANCE SHEET

                            As of December 30, 2000



                                                                Combined
                                               Roundy's, Inc. Subsidiaries  Eliminations     Total
Assets                                         -------------- ------------ -------------  ------------
                                                                              
Current Assets:
   Cash and cash equivalents..................  $ 21,803,000  $ 18,090,300 $              $ 39,893,300
   Notes and accounts receivable--net.........    28,667,300    65,330,900   (10,823,900)   83,174,300
   Merchandise inventories....................    60,636,100   136,587,000       760,800   197,983,900
   Prepaid expenses and other.................    13,760,400     3,784,000                  17,544,400
                                                ------------  ------------ -------------  ------------
                                                 124,866,800   223,792,200   (10,063,100)  338,595,900
Other Assets:
   Investment in subsidiaries.................   122,722,600                (122,722,600)
   Intercompany receivables...................   243,017,900                (243,017,900)
   Goodwill and other intangibles.............     1,976,000   111,873,400                 113,849,400
   Other......................................     1,707,900    10,278,100                  11,986,000
                                                ------------  ------------ -------------  ------------
       Total other assets.....................   369,424,400   122,151,500  (365,740,500)  125,835,400
                                                ------------  ------------ -------------  ------------
Property and Equipment--At Cost...............    43,954,500   282,665,400                 326,619,900
Less accumulated depreciation and amortization    21,729,000   106,950,000                 128,679,000
                                                ------------  ------------ -------------  ------------
       Property and equipment--net............    22,225,500   175,715,400                 197,940,900
                                                ------------  ------------ -------------  ------------
                                                $516,516,700  $521,659,100 $(375,803,600) $662,372,200
                                                ============  ============ =============  ============
Liabilities and Stockholders' Equity
Current Liabilities:
   Current maturities of long-term debt.......  $  7,800,000  $     37,700 $              $  7,837,700
   Accounts payable...........................   117,794,900   101,071,400    (4,101,900)  214,764,400
   Intercompany payable.......................                 243,017,900  (243,017,900)
   Accrued expenses...........................    43,030,100    40,154,200    (5,961,200)   77,223,100
                                                ------------  ------------ -------------  ------------
       Total current liabilities..............   168,625,000   384,281,200  (253,081,000)  299,825,200
                                                ------------  ------------ -------------  ------------
Long-Term Debt, Less Current Maturities.......   166,350,000       214,700                 166,564,700
Other Liabilities.............................    20,872,800    14,440,600                  35,313,400
                                                ------------  ------------ -------------  ------------
       Total liabilities......................   355,847,800   398,936,500  (253,081,000)  501,703,300
                                                ------------  ------------ -------------  ------------
Redeemable Common Stock.......................    10,147,700                                10,147,700
                                                ------------  ------------ -------------  ------------
Stockholders' Equity..........................   150,521,200   122,722,600  (122,722,600)  150,521,200
                                                ------------  ------------ -------------  ------------
                                                $516,516,700  $521,659,100 $(375,803,600) $662,372,200
                                                ============  ============ =============  ============


                                     F-21



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                     CONDENSED CONSOLIDATING BALANCE SHEET

                            As of December 29, 2001



                                                          Combined
                                         Roundy's, Inc. Subsidiaries  Eliminations     Total
Assets                                   -------------- ------------ -------------  ------------
                                                                        
Current Assets:
   Cash and cash equivalents............  $ 23,137,200  $ 22,379,300 $              $ 45,516,500
   Notes and accounts receivable--net...    25,725,000    66,360,600   (17,301,700)   74,783,900
   Merchandise inventories..............    68,760,200   178,718,100        88,800   247,567,100
   Prepaid expenses and other...........    12,140,200    15,302,700                  27,442,900
                                          ------------  ------------ -------------  ------------
       Total current assets.............   129,762,600   282,760,700   (17,212,900)  395,310,400
                                          ------------  ------------ -------------  ------------
Other Assets:
   Investment in subsidiaries...........   147,160,000                (147,160,000)
   Intercompany receivables.............   302,359,300                (302,359,300)
   Goodwill and other intangibles.......     2,527,100   114,879,100                 117,406,200
   Other................................     1,224,800    10,480,300                  11,705,100
                                          ------------  ------------ -------------  ------------
       Total other assets...............   453,271,200   125,359,400  (449,519,300)  129,111,300
                                          ------------  ------------ -------------  ------------
Property and Equipment--At Cost.........    49,498,400   376,828,800                 426,327,200
Less accumulated depreciation and
  amortization..........................    25,471,400   130,767,100                 156,238,500
                                          ------------  ------------ -------------  ------------
       Property and equipment--net......    24,027,000   246,061,700                 270,088,700
                                          ------------  ------------ -------------  ------------
                                          $607,060,800  $654,181,800 $(466,732,200) $794,510,400
                                          ============  ============ =============  ============
Liabilities and Stockholders' Equity
Current Liabilities:
   Current maturities of long-term debt.  $ 27,300,000  $    417,000 $              $ 27,717,000
   Accounts payable.....................   135,341,600   118,244,800    (9,937,100)  243,649,300
   Intercompany payable.................                 302,359,300  (302,359,300)
   Accrued expenses.....................    54,605,900    51,673,800    (7,275,800)   99,003,900
                                          ------------  ------------ -------------  ------------
       Total current liabilities........   217,247,500   472,694,900  (319,572,200)  370,370,200
                                          ------------  ------------ -------------  ------------
Long-Term Debt, Less Current Maturities.   187,050,000    13,781,500                 200,831,500
Other Liabilities.......................    23,027,200    20,545,400                  43,572,600
                                          ------------  ------------ -------------  ------------
       Total liabilities................   427,324,700   507,021,800  (319,572,200)  614,774,300
                                          ------------  ------------ -------------  ------------
Redeemable Common Stock.................     9,244,100                                 9,244,100
                                          ------------  ------------ -------------  ------------
Stockholders' Equity....................   170,492,000   147,160,000  (147,160,000)  170,492,000
                                          ------------  ------------ -------------  ------------
                                          $607,060,800  $654,181,800 $(466,732,200) $794,510,400
                                          ============  ============ =============  ============


                                     F-22



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

                      For the Year Ended January 1, 2000



                                                                               Combined
                                                              Roundy's, Inc. Subsidiaries      Total
                                                              -------------- ------------  ------------
                                                                                  
Net Cash Flows From Operating Activities:                      $ 53,986,000  $ (1,254,800) $ 52,731,200
Cash Flows From Investing Activities:
   Acquisition of property and businesses--net of proceeds...   (16,600,000)  (25,717,600)  (42,317,600)
   Other.....................................................       743,800    (3,127,200)   (2,383,400)
                                                               ------------  ------------  ------------
   Net cash flows used in investing activities...............   (15,856,200)  (28,844,800)  (44,701,000)
                                                               ------------  ------------  ------------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings........................
   Reductions in debt........................................   (10,125,300)      (34,400)  (10,159,700)
   Intercompany--net.........................................   (25,696,200)   25,696,200
   Common stock and debt issuance costs......................    (1,579,200)                 (1,579,200)
                                                               ------------  ------------  ------------
   Net cash flows (used in) provided by financing activities.   (37,400,700)   25,661,800   (11,738,900)
                                                               ------------  ------------  ------------
Net Increase (Decrease) in Cash and Cash Equivalents.........       729,100    (4,437,800)   (3,708,700)
Cash And Cash Equivalents, Beginning Of Year.................    55,635,100    16,459,400    72,094,500
                                                               ------------  ------------  ------------
Cash And Cash Equivalents, End Of Year.......................  $ 56,364,200  $ 12,021,600  $ 68,385,800
                                                               ============  ============  ============



                                     F-23



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

                     For the Year Ended December 30, 2000



                                                                            Combined
                                                           Roundy's, Inc. Subsidiaries      Total
                                                           -------------- ------------  -------------
                                                                               
Net Cash Flows From Operating Activities:                  $  29,566,600  $ 51,689,400  $  81,256,000
Cash Flows From Investing Activities:
   Capital expenditures--net of proceeds..................    (9,256,400)  (23,588,800)   (32,845,200)
   Payment for business acquisitions net of cash acquired.  (128,615,400)                (128,615,400)
   Other..................................................       684,600     8,693,000      9,377,600
                                                           -------------  ------------  -------------
   Net cash flows used in investing activities............  (137,187,200)  (14,895,800)  (152,083,000)
                                                           -------------  ------------  -------------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings.....................   175,494,700                  175,494,700
   Reductions in debt.....................................  (128,359,000)      (31,400)  (128,390,400)
   Intercompany receivables--net..........................    30,693,500   (30,693,500)
   Common stock and debt issuance costs...................    (4,769,800)                  (4,769,800)
                                                           -------------  ------------  -------------
Net cash flows provided by (used in) financing activities.    73,059,400   (30,724,900)    42,334,500
                                                           -------------  ------------  -------------
Net (Decrease) Increase in Cash and Cash Equivalents......   (34,561,200)    6,068,700    (28,492,500)
Cash And Cash Equivalents, Beginning Of Year..............    56,364,200    12,021,600     68,385,800
                                                           -------------  ------------  -------------
Cash And Cash Equivalents, End Of Year.................... $  21,803,000  $ 18,090,300  $  39,893,300
                                                           =============  ============  =============


                                     F-24



                        ROUNDY'S, INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

                     For the Year Ended December 29, 2001



                                                                               Combined
                                                              Roundy's, Inc. Subsidiaries      Total
                                                              -------------- ------------  -------------
                                                                                  
Net Cash Flows From Operating Activities:                      $ 14,691,600  $ 61,589,300  $  76,280,900
Cash Flows From Investing Activities:
   Capital expenditures--net of proceeds.....................    (7,071,200)  (21,151,300)   (28,222,500)
   Payment for business acquisitions net of cash acquired....   (78,828,400)                 (78,828,400)
   Other.....................................................       647,200     1,008,800      1,656,000
                                                               ------------  ------------  -------------
   Net cash flows used in investing activities...............   (85,252,400)  (20,142,500)  (105,394,900)
                                                               ------------  ------------  -------------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings........................    88,000,000                   88,000,000
   Reductions in debt........................................   (47,800,000)     (255,800)   (48,055,800)
   Intercompany receivables--net.............................    36,902,000   (36,902,000)
   Common stock and debt issuance costs......................    (5,207,000)                  (5,207,000)
                                                               ------------  ------------  -------------
   Net cash flows provided by (used in) financing activities.    71,895,000   (37,157,800)    34,737,200
                                                               ------------  ------------  -------------
Net Increase in Cash and Cash Equivalents....................     1,334,200     4,289,000      5,623,200
Cash And Cash Equivalents, Beginning Of Year.................    21,803,000    18,090,300     39,893,300
                                                               ------------  ------------  -------------
Cash And Cash Equivalents, End Of Year.......................  $ 23,137,200  $ 22,379,300  $  45,516,500
                                                               ============  ============  =============


15.  SUBSEQUENT EVENT DISCLOSURE

   The Board of Directors of Roundy's, Inc. has authorized a Share Exchange
Agreement between Roundy's and Roundy's Acquisition Corp. ("Buyer"), a
corporation formed by Willis Stein & Partners III, L.P., pursuant to which the
Buyer will acquire all of the issued and outstanding common stock of Roundy's.

                                     F-25



                        ROUNDY'S, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                MARCH 30, 2002
                                  (UNAUDITED)



                                                                         March 30, 2002
                                                                         --------------
                                                                      
ASSETS
CURRENT ASSETS:
   Cash and cash equivalents............................................  $ 48,714,400
   Notes and accounts receivable, less allowance for losses, $6,745,300.    82,154,400
   Merchandise inventories..............................................   228,967,000
   Prepaid expenses.....................................................    15,037,700
   Deferred income tax benefits.........................................     9,693,000
                                                                          ------------
          Total Current Assets..........................................   384,566,500
                                                                          ------------
OTHER ASSETS:
   Goodwill--net........................................................   114,131,400
   Other assets--net....................................................     3,809,600
   Notes receivable, less allowance for losses $1,300,000...............     5,325,400
   Other real estate....................................................     6,082,300
                                                                          ------------
          Total Other Assets............................................   129,348,700
                                                                          ------------
PROPERTY AND EQUIPMENT--Net.............................................   263,685,400
                                                                          ------------
                                                                          $777,600,600
                                                                          ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Current maturities of long-term debt.................................  $ 34,217,000
   Accounts payable.....................................................   220,193,800
   Accrued expenses.....................................................    99,086,600
   Income taxes.........................................................     8,308,300
                                                                          ------------
          Total Current Liabilities.....................................   361,805,700
LONG-TERM DEBT, LESS CURRENT MATURITIES.................................   180,778,000
OTHER LIABILITIES.......................................................    42,368,400
DEFERRED INCOME TAXES...................................................       885,000
                                                                          ------------
          Total Liabilities.............................................   585,837,100
                                                                          ------------
REDEEMABLE CLASS B COMMON STOCK.........................................     9,244,100
                                                                          ------------
STOCKHOLDERS' EQUITY:
   Common Stock:
       Voting (Class A).................................................        12,400
       Non-Voting (Class B).............................................     1,421,300
                                                                          ------------
          Total Common Stock............................................     1,433,700
Patronage dividends payable in common stock.............................
Additional paid-in capital..............................................    51,638,200
Reinvested earnings.....................................................   156,093,000
                                                                          ------------
          Total.........................................................   209,164,900
Less: Treasury stock, at cost (145,615 Class B Shares)..................    18,327,500
   Accumulated other comprehensive loss.................................     8,318,000
                                                                          ------------
          Total Stockholders' Equity....................................   182,519,400
                                                                          ------------
                                                                          $777,600,600
                                                                          ============


           See Notes to Condensed Consolidated Financial Statements.

                                     F-26



                        ROUNDY'S, INC. AND SUBSIDIARIES
                 CONDENSED STATEMENTS OF CONSOLIDATED EARNINGS

                         FOR THE THIRTEEN WEEKS ENDED
                       MARCH 31, 2001 AND MARCH 30, 2002

                                  (UNAUDITED)



                                              Thirteen Weeks Ended
                                          March 31, 2001 March 30, 2002
                                          -------------- --------------
                                                   
         REVENUES:
            Net sales and service fees...  $717,739,900   $880,201,300
            Other--net...................       477,400        386,800
                                           ------------   ------------
                                            718,217,300    880,588,100
                                           ------------   ------------
         COSTS AND EXPENSES:
            Cost of sales................   611,106,200    730,790,100
            Operating and administrative.    93,235,200    126,183,200
            Interest.....................     4,269,000      3,726,100
                                           ------------   ------------
                                            708,610,400    860,699,400
                                           ------------   ------------
         EARNINGS BEFORE INCOME TAXES....     9,606,900     19,888,700
         PROVISION FOR INCOME TAXES......     4,131,000      8,154,400
                                           ------------   ------------
         NET EARNINGS....................  $  5,475,900   $ 11,734,300
                                           ============   ============



           See Notes to Condensed Consolidated Financial Statements.

                                     F-27



                        ROUNDY'S, INC. AND SUBSIDIARIES
                CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

        FOR THE THIRTEEN WEEKS ENDED MARCH 31, 2001 AND MARCH 30, 2002
                                  (UNAUDITED)



                                                                                  Thirteen Weeks Ended
                                                                              ----------------------------
                                                                              March 31, 2001 March 30, 2002
                                                                              -------------- --------------
                                                                                       
Cash Flows From Operating Activities:
   Net earnings..............................................................  $  5,475,900   $ 11,734,300
Adjustments to reconcile net earnings to net cash flows provided by (used in)
  operating activities:
   Depreciation and amortization.............................................     8,966,900     10,198,400
   Decrease in allowance for losses..........................................                     (282,400)
   (Gain) loss on sale of property and equipment.............................       (24,300)        32,600
(Increase) decrease in operating assets:
   Notes and accounts receivable.............................................     2,984,700     (7,088,100)
   Merchandise inventories...................................................     4,837,000     18,600,100
   Prepaid expenses..........................................................       867,000      2,712,200
   Other assets..............................................................      (334,700)      (680,200)
Increase(decrease) in operating liabilities:
   Accounts payable..........................................................   (28,658,300)   (23,455,500)
   Accrued expenses..........................................................    (3,391,300)     1,398,300
   Income taxes..............................................................     1,233,000      6,992,700
   Other liabilities.........................................................       568,200         29,800
                                                                               ------------   ------------
Net cash flows (used in) provided by operating activities....................    (7,475,900)    20,192,200
                                                                               ------------   ------------
Cash Flows From Investing Activities:
   Capital expenditures......................................................    (3,879,600)    (3,701,900)
   Proceeds from sale of property and equipment and other productive assets..       141,300         19,600
   Other real estate.........................................................       (33,800)       (63,200)
   Decrease in notes receivable..............................................     1,016,100        360,600
                                                                               ------------   ------------
Net cash flows used in investing activities..................................    (2,756,000)    (3,384,900)
                                                                               ------------   ------------
Cash Flows From Financing Activities:
   Proceeds from long-term borrowings........................................     5,000,000
   Reductions in debt........................................................    (1,962,200)   (13,553,500)
   Proceeds from sale of common stock........................................                          300
   Common stock purchased....................................................      (647,500)       (56,200)
                                                                               ------------   ------------
Net cash flows provided by (used in) financing activities....................     2,390,300    (13,609,400)
                                                                               ------------   ------------
Net (decrease) increase in cash and cash equivalents.........................    (7,841,600)     3,197,900
Cash and cash equivalents, beginning of period...............................    39,893,300     45,516,500
                                                                               ------------   ------------
Cash and cash equivalents, end of period.....................................  $ 32,051,700   $ 48,714,400
                                                                               ============   ============
Cash paid during the period:
   --Interest................................................................  $  3,727,700   $  3,728,000
   --Income Taxes............................................................     2,931,400      1,161,700
Supplemental Noncash Financing Activities:
   Increase/(decrease) Interest rate swap liability, net of tax..............     2,876,000       (349,000)


           See Notes to Condensed Consolidated Financial Statements.

                                     F-28



                        ROUNDY'S, INC. AND SUBSIDIARIES

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)In the opinion of the Company, the accompanying condensed consolidated
   financial statements contain all adjustments (consisting only of normal
   recurring accruals) necessary to present fairly the consolidated financial
   position as of March 30, 2002 and the consolidated results of operations for
   the thirteen weeks ended March 31, 2001 and March 30, 2002, and changes in
   consolidated cash flows for the thirteen weeks ended March 31, 2001 and
   March 30, 2002. Certain amounts previously reported have been reclassified
   to conform to the current presentation.

(2)The consolidated results of operations for the thirteen weeks ended March
   31, 2001 and March 30, 2002 are not necessarily indicative of the results to
   be expected for the full fiscal year.

(3)Earnings per share are not presented because they are not deemed to be
   meaningful.

(4)Class B common stock that is subject to redemption is reflected outside of
   stockholders' equity. As of March 30, 2002, 54,313 shares were subject to
   redemption. The Class B common stock subject to redemption is payable over a
   five year period based upon the book value at the preceding fiscal year-end.
(5)During 2001, the Emerging Issues Task Force ("EITF") reached a consensus on
   EITF 01-9, "Accounting for Consideration Given by a Vendor to a Customer or
   a Reseller of the Vendor's Products." This pronouncement relates to the
   income statement classification of sales incentives and requires that the
   Company classify certain sales promotions offered to its retail customers as
   a reduction of net sales (versus cost of sales as previously recorded). The
   Company has adopted this pronouncement effective December 30, 2001. Net
   sales and service fees and cost of sales have been reduced by approximately
   $12.9 million and $16.4 million for the thirteen weeks ended March 31, 2001
   and March 30, 2002, respectively.

(6)In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
   Assets." SFAS No. 142 requires that goodwill and intangible assets with
   indefinite useful lives recorded for acquisitions completed subsequent to
   June 30, 2001 no longer be amortized and the amortization of goodwill and
   intangible assets with indefinite useful lives recorded for acquisitions
   completed prior to June 30, 2001 cease upon adoption of the statement.
   Instead, the carrying value of goodwill and intangible assets with
   indefinite useful lives will be evaluated for impairment on an annual basis.
   The Company adopted SFAS No. 142 on December 30, 2001.

   In connection with the adoption of SFAS No. 142, the Company is required to
   compare the fair value of its reporting units to the carrying value of the
   net assets of the respective reporting units. As of March 30, 2002, the
   Company has not completed this first step of the transitional goodwill
   impairment test.

   As required by SFAS No. 142, the results for periods prior to its adoption
   have not been restated. The following table reconciles the reported net
   income to that which would have resulted for the three months ended March
   31, 2001 if SFAS No. 142 had been adopted effective December 31, 2000.

                                   
                Net Income........................... $5,475,900
                   Goodwill amortization, net of tax.    877,900
                                                      ----------
                Pro Forma net income................. $6,353,800
                                                      ==========

                

   Goodwill at March 30, 2002 and December 29, 2001:

                            
                  Balance at December 29, 2001.. $113,616,200
                  Purchase Accounting Adjustment      515,200
                                                 ------------
                  Balance at March 30, 2002..... $114,131,400
                                                 ============

                  

                                     F-29



                        ROUNDY'S, INC. AND SUBSIDIARIES

       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Other intangible assets at March 30, 2002 were immaterial.

(7)Comprehensive income for the thirteen weeks ended March 31, 2001 and March
   30, 2002 was $2,599,900 and 12,083,300, respectively.

(8)Segment Reporting. The Company and its subsidiaries sell and distribute food
   and nonfood products that are typically found in supermarkets primarily
   located in the Midwest. The Company's wholesale distribution segment sells
   to both Company-owned and independent retail food stores, while the retail
   segment sells directly to the consumer.

   Eliminations represent the activity between wholesale and Company-owned
   retail stores. Inter-segment revenues are recorded at amounts consistent
   with those charged to independent retail stores.

   Identifiable assets are those used exclusively by that industry segment.
   Corporate assets are principally cash and cash equivalents, notes
   receivable, transportation equipment, corporate office facilities and
   equipment.



                                                     Thirteen Weeks Ended
                                                 ----------------------------
                                                 March 31, 2001 March 30, 2002
                                                 -------------- --------------
                                                          
  NET SALES AND SERVICE FEES:
     Wholesale.................................. $ 632,050,400  $ 735,373,700
     Retail.....................................   256,730,000    384,714,600
     Eliminations...............................  (171,040,500)  (239,887,000)
                                                 -------------  -------------
         TOTAL.................................. $ 717,739,900  $ 880,201,300
                                                 =============  =============
  EARNINGS BEFORE INCOME TAXES, DEPRECIATION AND
    AMORTIZATION:
     Wholesale.................................. $  13,561,700  $  18,775,000
     Retail.....................................     6,239,900     12,855,800
     Corporate..................................    (1,227,800)    (1,543,700)
                                                 -------------  -------------
         TOTAL.................................. $  18,573,800  $  30,087,100
                                                 =============  =============
  DEPRECIATION AND AMORTIZATION:
     Wholesale.................................. $   2,068,900  $   2,569,200
     Retail.....................................     4,771,300      5,154,900
     Corporate..................................     2,126,600      2,474,300
                                                 -------------  -------------
         TOTAL.................................. $   8,966,800  $  10,198,400
                                                 =============  =============
  INTEREST:
     Wholesale.................................. $     455,300  $   1,104,700
     Retail.....................................     3,126,100      2,989,100
     Corporate..................................       687,500       (367,700)
                                                 -------------  -------------
         TOTAL.................................. $   4,268,900  $   3,726,100
                                                 =============  =============
  IDENTIFIABLE ASSETS (AT PERIOD END):
     Wholesale..................................                $ 357,070,100
     Retail.....................................                  323,815,500
     Corporate..................................                   96,715,000
                                                                -------------
         TOTAL..................................                $ 777,600,600
                                                                =============


(9)Subsequent Event Disclosure. The Board of Directors of Roundy's, Inc. has
   authorized a Share Exchange Agreement between Roundy's and Roundy's
   Acquisition Corp. ("Buyer"), a subsidiary of Willis Stein & Partners III,
   L.P. pursuant to which the Buyer will acquire all of the issued and
   outstanding common stock of Roundy's.

                                     F-30



NOTE:THIS IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP, THE
     COPPS CORPORATION'S FORMER INDEPENDENT ACCOUNTANTS. THIS REPORT HAS NOT
     BEEN REISSUED BY ARTHUR ANDERSEN LLP IN CONNECTION WITH THE FILING OF THE
     REGISTRATION STATEMENT OF WHICH THIS PROSPECTUS IS A PART.

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors of The Copps Corporation:

   We have audited the accompanying consolidated balance sheet of The Copps
Corporation (a Wisconsin corporation) and subsidiaries as of January 26, 2001,
and the related consolidated statements of income, shareholders' investment and
cash flows for the fiscal year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

   We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

   In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The Copps
Corporation and subsidiaries as of January 26, 2001 and the results of their
operations and their cash flows for the fiscal year then ended in conformity
with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
April 11, 2001

                                     F-31



                    THE COPPS CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET



                                                                           January 26,
                                                                              2001
- -                                                                          ------------
                                                                        
                                 ASSETS
CURRENT ASSETS:
   Cash and cash equivalents.............................................. $ 16,316,000
   Accounts receivable, less allowances of $285,000.......................    6,756,000
   Inventories, less adjustment to last-in, first-out cost of $10,575,000.   37,380,000
   Income taxes receivable................................................      203,000
   Deferred income tax benefits...........................................    2,734,000
   Prepaid expenses.......................................................    1,108,000
                                                                           ------------
       Total current assets...............................................   64,497,000
PROPERTY AND EQUIPMENT:
   Land and land improvements.............................................    5,883,000
   Buildings..............................................................   24,018,000
   Leasehold improvements.................................................    7,749,000
   Fixtures and equipment.................................................   76,501,000
   Construction in progress...............................................    6,517,000
   Assets under capital lease.............................................   15,149,000
                                                                           ------------
                                                                            135,817,000
   Less accumulated depreciation and amortization.........................   68,802,000
                                                                           ------------
       Net property and equipment.........................................   67,015,000
OTHER ASSETS:
   Cash surrender value of life insurance.................................    1,173,000
   Goodwill and other assets, net of accumulated amortization of $535,000.    3,393,000
   Long-term receivables, less allowances of $203,000.....................      515,000
                                                                           ------------
       Total other assets.................................................    5,081,000
                                                                           ------------
                                                                           $136,593,000
                                                                           ============
                LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
   Accounts payable....................................................... $ 18,507,000
   Amounts payable to bank................................................   11,584,000
   Accrued liabilities....................................................   12,223,000
   Current maturities of long-term debt and capital lease obligations.....    2,615,000
                                                                           ------------
       Total current liabilities..........................................   44,929,000
LONG-TERM DEBT............................................................    2,087,000
CAPITAL LEASE OBLIGATIONS.................................................   13,957,000
DEFERRED INCOME TAXES.....................................................    1,098,000
OTHER LONG-TERM LIABILITES................................................    5,040,000
SHAREHOLDERS' INVESTMENT:
   Common stock...........................................................      919,000
   Capital in excess of par value.........................................      324,000
   Retained earnings......................................................   68,239,000
                                                                           ------------
       Total shareholders' investment.....................................   69,482,000
                                                                           ------------
                                                                           $136,593,000
                                                                           ============


        The accompanying notes to consolidated financial statements are
                      an integral part of this statement.

                                     F-32



                    THE COPPS CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENT OF INCOME



                                                For the Fiscal
                                                  Year Ended
                                                 January 26,
                                                     2001
                                                --------------
                                             
                 NET SALES.....................  $630,854,000
                 COST OF SALES.................   487,041,000
                                                 ------------
                    Gross profit...............   143,813,000
                 NET OPERATING EXPENSES........   136,240,000
                 PROVISION FOR CLOSED STORES...     2,839,000
                                                 ------------
                    Income from operations.....     4,734,000
                 INTEREST EXPENSE..............     1,179,000
                                                 ------------
                    Income before income taxes.     3,555,000
                 PROVISION FOR INCOME TAXES....       832,000
                                                 ------------
                    Net income.................  $  2,723,000
                                                 ============




        The accompanying notes to consolidated financial statements are
                      an integral part of this statement.

                                     F-33



                    THE COPPS CORPORATION AND SUBSIDIARIES

              CONSOLIDATED STATEMENT OF SHAREHOLDERS' INVESTMENT



                                   Common Stock   Capital in
       -                         ---------------- Excess of   Retained
                                 Shares  Amount   Par Value   Earnings
       -                         ------ --------- ---------- -----------
                                                 
       BALANCE, JANUARY 28, 2000  919    $919,000  $324,000  $65,516,000
          Net income............                               2,723,000
                                  ---   ---------  --------  -----------
       BALANCE, JANUARY 26, 2001  919    $919,000  $324,000  $68,239,000
                                  ===   =========  ========  ===========


   As of January 26, 2001, 2,500 shares of $1,000 par value common stock were
authorized for issuance.



        The accompanying notes to consolidated financial statements are
                      an integral part of this statement.

                                     F-34



                    THE COPPS CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENT OF CASH FLOWS



                                                                                       For the Fiscal
                                                                                         Year Ended
                                                                                        January 26,
                                                                                            2001
                                                                                       --------------
                                                                                    
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income.........................................................................  $  2,723,000
   Adjustments to reconcile net income to net cash provided by operating activities--
   Provision for closed stores........................................................     2,839,000
   Depreciation and amortization......................................................     9,069,000
   Deferred income taxes..............................................................    (1,780,000)
   Loss on sale of property and equipment.............................................        25,000
   Changes in components of working capital--
       Accounts and income taxes receivable...........................................       169,000
       Inventories....................................................................      (104,000)
       Prepaid expenses...............................................................       164,000
       Accounts payable...............................................................       780,000
       Amounts payable to bank........................................................     1,065,000
       Accrued liabilities............................................................       (20,000)
       Other long-term assets and liabilities.........................................     1,004,000
                                                                                       -------------
   Net cash provided by operating activities..........................................    15,934,000
                                                                                       -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of property and equipment..............................................   (14,754,000)
   Proceeds from sale of property and equipment.......................................       730,000
                                                                                       -------------
       Net cash used in investing activities..........................................   (14,024,000)
                                                                                       -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment of long-term debt..........................................................    (2,269,000)
   Payments under capital lease obligations...........................................      (318,000)
                                                                                       -------------
       Net cash used in financing activities..........................................    (2,587,000)
                                                                                       -------------
       Net decrease in cash and cash equivalents......................................      (677,000)
CASH AND CASH EQUIVALENTS, beginning of year..........................................    16,993,000
                                                                                       -------------
CASH AND CASH EQUIVALENTS, end of year................................................  $ 16,316,000
                                                                                       =============
ADDITIONAL CASH FLOW INFORMATION:
   Cash paid for--
       Interest.......................................................................  $  1,715,000
       Income taxes...................................................................     2,451,000


        The accompanying notes to consolidated financial statements are
                      an integral part of this statement.

                                     F-35



                    THE COPPS CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES--

   (a) Basis of Consolidation and Description of Business--

      The accompanying consolidated financial statements include the accounts
   of The Copps Corporation and its subsidiaries (the "Company"). All
   significant intercompany accounts and transactions have been eliminated.

      The Company is in the food distribution business in various communities
   throughout Wisconsin and Michigan's upper peninsula. The Company sells at
   the retail level through its own stores and is a wholesale supplier to
   various independently-owned and managed stores. The Company's accounts and
   notes receivable, as well as its long-term receivables, are primarily from
   these independent stores, and are generally secured by the stores'
   inventories.

   (b) Accounting Period--

      The Company's fiscal year ends on the last Friday in January. The 2001
   fiscal year was a 52 week period, ending on January 26, 2001.

   (c) Use of Estimates--

      The preparation of financial statements in conformity with generally
   accepted accounting principles requires management to make estimates and
   assumptions that affect the reported amounts of assets and liabilities and
   disclosure of contingent assets and liabilities at the date of the financial
   statements and the reported amounts of revenues and expenses during the
   reporting period. Actual results could differ from those estimates.

   (d) Revenue Recognition--

      Wholesale revenues are recognized when product is shipped. Retail
   revenues are recognized at the point of sale.

   (e) Cash and Cash Equivalents--

      The Company generally considers all highly liquid investments with a
   maturity of three months or less when purchased to be cash equivalents.

   (f) Inventories--

      Inventories are stated at cost which is not in excess of market. For
   substantially all inventories (81% at January 26, 2001) cost is determined
   on a last-in, first-out (LIFO) basis.

   (g) Property and Equipment--

      Property and equipment are stated at cost. Major renewals and betterments
   are capitalized, while replacements, maintenance and repairs which do not
   improve or extend the useful life of the respective assets are expensed as
   incurred. When property and equipment is disposed of, the related costs and
   accumulated depreciation are removed from the accounts, and gains or losses
   on disposition are included in the consolidated statement of income.

      Depreciation is calculated using the straight-line method for financial
   reporting purposes and accelerated methods for income tax purposes.
   Depreciation expense is based on the following estimated useful lives for
   financial reporting purposes: buildings, 18-39 years; fixtures and
   equipment, 5-10 years;

                                     F-36



                    THE COPPS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   land improvements, 20 years. Leasehold improvements are generally amortized
   over the shorter of the life of the improvements or the remaining term of
   the lease.

      Properties leased under capital leases are amortized using the
   straight-line method over the related lease periods, which approximate the
   useful lives of the properties.

   (h) Goodwill--

      Goodwill represents the excess of purchase price over identifiable net
   assets of an acquired business or assets. The Company amortizes goodwill
   over a useful life of 40 years. The Company periodically evaluates whether
   events or circumstances have impaired this asset. If an impairment would
   occur, the Company would either reduce its carrying value or its remaining
   estimated useful life.

   (i) New Stores--

      New store opening costs are expensed as incurred. New stores which are
   constructed by the Company are generally sold and leased back upon
   completion.

   (j) Life Insurance Policies--

      The Company maintains life insurance policies on officers and key
   personnel. The face amounts of the policies of which the Company is the sole
   beneficiary totaled $1,128,000 as of January 26, 2001.

   (k) Advertising--

      The Company expenses advertising costs as incurred. Advertising expense
   totaled $5,289,000 for the fiscal year ended January 26, 2001.

   (l) Shipping and Handling Revenues--

      The Company records shipping and handling revenue charged to customers as
   net sales and shipping and handling costs as operating expenses. Shipping
   and handling costs were $4,483,000 in 2001.

(2)  LONG-TERM DEBT--

   Long-term debt consists of the following as of January 26, 2001:



                                                                                         2001
                                                                                      ----------
                                                                                   
9.78% senior notes with quarterly principal installments of $375,000 until October 1,
  2002............................................................................... $2,625,000
6.7% note with quarterly principal installments of $192,000 until
  March 1, 2003......................................................................  1,731,000
                                                                                      ----------
                                                                                       4,356,000
Less--current maturities.............................................................  2,269,000
                                                                                      ----------
                                                                                      $2,087,000
                                                                                      ==========


                                     F-37



                    THE COPPS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The amount of long-term debt payable in each of the following fiscal years
is as follows:



                          Fiscal Year:        Amount
                          ------------      ----------
                                         
                          2002............. $2,269,000
                          2003.............  1,895,000
                          2004.............    192,000
                                            ----------
                                 Total..... $4,356,000
                                            ==========


   Certain debt agreements contain various covenants, including limitations on
annual expenditures for fixed assets and rentals, selling a substantial part of
Company assets, cash dividend payments not exceeding 50% of consolidated
adjusted net income in any fiscal year, guaranteeing obligations of others,
issuing or selling stock, consolidating or merging, and requirements as to
maintenance of tangible net worth, working capital, current ratio, funded
indebtedness, debt service coverage and coverage of fixed charges, among
others, all as defined in the respective agreements. As of January 26, 2001,
the Company had violated one of the financial covenants, however, this
violation was subsequently waived by the lender.

   Based upon interest rates currently available to the Company, a long-term
debt portfolio with similar terms and maturities would have a fair market value
which approximates the carrying amount at January 26, 2001.

   The Company also maintains a $10,000,000 unsecured line of credit which
expires June 30, 2002. The interest rate on any borrowings is at the lesser of
prime or LIBOR plus 1.25%. There were no borrowings under the line of credit at
January 26, 2001.

(3)  LEASES--

   It is the Company's policy to lease certain store facilities under long-term
agreements. In a few instances, the leases provide for increased rental amounts
based on a percentage of sales in excess of stipulated amounts. Renewal options
are available for periods of two to five years under the terms identical to the
initial lease. Purchase options are available under some of the leases. Several
of these store leases represent capital leases.

   A summary of assets under capital leases at January 26, 2001 is as follows:



                                                     2001
                                                  -----------
                                               
                   Capital leases................ $15,149,000
                   Less--accumulated amortization   2,212,000
                                                  -----------
                                                  $12,937,000
                                                  ===========


                                     F-38



                    THE COPPS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The following is a schedule of the future minimum lease payments due under
capital leases, together with the present value of the minimum lease payments,
as of January 26, 2001:



            Fiscal Year:                                  Amount
            ------------                                -----------
                                                     
            2002....................................... $ 1,564,000
            2003.......................................   1,564,000
            2004.......................................   1,573,000
            2005.......................................   1,575,000
            2006.......................................   1,575,000
            Thereafter.................................  19,918,000
                                                        -----------
               Total minimum lease payments............  27,769,000
               Less--amount representing interest......  13,466,000
                                                        -----------
               Present value of minimum lease payments.  14,303,000
               Less--current maturities................     346,000
                                                        -----------
                                                        $13,957,000
                                                        ===========


   In addition, the Company leases transportation equipment (principally
tractors and trailers) and certain other office and store equipment under
leases which do not exceed seven years. These leases, along with leases for
certain store facilities, have been accounted for as operating leases.

   The following is a schedule of future minimum lease payments required under
operating leases that have noncancelable lease terms in excess of one year as
of January 26, 2001:



 Fiscal Year:                                                        Amount
 ------------                                                      -----------
                                                                
 2002............................................................. $ 5,041,000
 2003.............................................................   4,658,000
 2004.............................................................   4,326,000
 2005.............................................................   4,038,000
 2006.............................................................   3,960,000
 Thereafter.......................................................  22,914,000
                                                                   -----------
    Total minimum payments........................................  44,937,000
    Less-minimum amounts receivable under noncancelable subleases.   4,565,000
                                                                   -----------
    Net minimum lease payments.................................... $40,372,000
                                                                   ===========


   Rental expense for all operating leases totaled $6,799,000 in fiscal 2001.
These amounts included $1,484,000 in fiscal 2001 for contingent rentals,
primarily on transportation equipment, for which additional amounts are payable
based on actual miles of use. Rental income received under noncancelable
subleases totaled $679,000 in fiscal 2001.

                                     F-39



                    THE COPPS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


(4)  INCOME TAXES--

   The provision (benefit) for income taxes consists of:



                                            2001
                                        -----------
                                     
                            Current--
                               Federal. $ 2,182,000
                               State...     430,000
                            Deferred...  (1,780,000)
                                        -----------
                                        $   832,000
                                        ===========


   The difference between the provision for income taxes and the expected tax
provision as calculated by multiplying income before income taxes by the
applicable Federal tax rate (34%) is due primarily to state income taxes and
adjustments related to completed tax examinations.

   Deferred income tax assets and liabilities are recorded on temporary
differences at the tax rate expected to be in effect when the temporary
differences reverse. Temporary differences which give rise to deferred tax
assets and liabilities as of January 26, 2001 relate primarily to property and
equipment, pension obligations and other accruals and reserves established for
financial reporting purposes. No valuation allowance has been recorded related
to any of the deferred tax assets.

   The components of the net deferred tax balances as of January 26, 2001 are
as follows:



                                                       2001
                                                   -----------
                                                
                 Current--
                    Deferred tax assets........... $ 2,734,000
                                                   -----------
                 Deferred income tax benefits..... $ 2,734,000
                                                   ===========
                 Noncurrent--
                    Deferred tax assets........... $ 3,808,000
                    Deferred tax liabilities......  (4,906,000)
                                                   -----------
                 Net deferred income tax liability $(1,098,000)
                                                   ===========


                                     F-40



                    THE COPPS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


(5)  COMPANY SPONSORED PENSION PLANS--

   The Company maintains a defined benefit pension plan covering substantially
all of its nonunion employees and a related supplemental plan for certain
members of management (the "Plans"). Plan benefits are determined based upon
years of service and compensation levels. The Company's funding policy is to
make annual contributions to the Plans approximating the minimum amount allowed
by applicable regulations. Plan assets are invested in pooled funds maintained
by the Plan's trustee.

   Information regarding the Plans is as follows:



                                                                   2001
                                                               ------------
                                                            
    For the year ended January 1:
       Annual pension expense................................. $    962,000
       Benefit payments.......................................      348,000
       Employer contributions.................................      289,000

                                                                   2001
    As of January 1:                                           ------------
       Projected benefit obligation........................... $(17,712,000)
       Plan assets, at fair market value......................   14,146,000
                                                               ------------
       Funded status.......................................... $ (3,566,000)
                                                               ============
       Amounts recognized in the consolidated balance sheet--
           Accrued pension liability.......................... $  3,278,000
           Intangible asset...................................      436,000


   Assumptions used in determining the Plans' funded status as of January 1
were:



                                                              2001
                                                              ----
                                                           
             Weighted-average discount rate.................. 7.50%
             Rates of increase in compensation levels........ 5.00%
             Expected long-term rate of return on plan assets 9.00%


   Subsequent to the January 1, 2001 valuation, the Company contributed
$106,000 to the Plans.

(6)  OTHER EMPLOYEE BENEFIT PLANS--

   The Company has a savings and investment plan established pursuant to
Internal Revenue Code Section 401(k) whereby substantially all qualified
employees (all employees except warehouse union employees) may defer a portion
of their annual compensation through contributions to the plan. The Company
will match the employees' contributions to the plan up to one percent (1%) of
the defined portion of the employees' annual contribution. In fiscal 2001 such
matching contributions made by the Company totaled $414,000. All employee and
Company contributions are considered fully vested.

   The Company also has a defined contribution 401(k) savings and investment
plan for warehouse employees included in a collective bargaining agreement.
Under the plan, eligible employees may contribute up to 15% of their salary
through payroll deductions. The plan does not provide for any mandatory or
discretionary contributions by the Company.

   The Company also participates in a multiemployer pension plan not
administered by the Company. The Plan provides defined benefits to
substantially all warehouse and trucking employees covered by collective
bargaining

                                     F-41



                    THE COPPS CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

agreements. The Company has not undertaken to, and does not presently intend to
terminate, withdraw or partially withdraw from the multiemployer pension plan.

(7)  STOCK OPTION PLAN--

   The Company has a non-statutory stock option plan for selected officers. All
options under this plan are granted on a discretionary basis at an option price
equal to the estimated fair market value of the Company's common stock at the
date of grant. The options have contractual lives of 25 to 30 years and are
exercisable at the time of grant.

   No options have been granted by the Company since fiscal 1996. In addition,
there was no option activity during fiscal 2001. At January 26, 2001, the
Company had 581 outstanding options to grant shares of common stock at a
weighted average price of $14,200 per share.

   At January 26, 2001, the composition of the outstanding options, all of
which were exercisable was as follows:



                       Price   Number of Average Remaining
                     Per Share  Shares   Contractual Lives
                     --------- --------- -----------------
                                   
                      $12,000.    459        20 years
                      $22,500     122        20 years


   The Company measures compensation cost for the stock options using methods
prescribed by APB Opinion No. 25. Accordingly, no compensation expense has been
recorded for the plan in fiscal 2001.

(8)  CLOSED STORES--

   Prior to January 26, 2001, management approved a plan to close two Copps
Food Stores, one in Oshkosh, WI and one in Marshfield, WI. These stores were
subsequently closed in the first quarter of fiscal 2002. A provision of
$2,839,000 was recorded in fiscal 2001 for the estimated loss on the disposal
of facilities, equipment and remaining lease costs. The provision also included
the related employee and maintenance costs through the estimated disposal dates
of the stores.

(9)  SUBSEQUENT EVENT--

   On February 8, 2001, management signed a letter of intent to sell all of the
common stock of the Company to Roundy's, Inc. subject to final shareholder
approval.

                                     F-42



                    THE COPPS CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)



                                                                            April 20,
                                                                              2001
                                                                           ------------
                                                                        
                                 ASSETS
CURRENT ASSETS:
   Cash and cash equivalents.............................................. $ 13,393,000
   Accounts receivable, less allowances of $284,000.......................    5,250,000
   Inventories, less adjustment to last-in, first-out cost of $10,891,000.   38,215,000
   Income taxes receivable................................................      170,000
   Deferred income tax benefits...........................................    2,750,000
   Prepaid expenses.......................................................    1,597,000
                                                                           ------------
       Total current assets...............................................   61,375,000
PROPERTY AND EQUIPMENT:
   Land and land improvements.............................................    4,864,000
   Buildings..............................................................   21,831,000
   Leasehold improvements.................................................    7,770,000
   Fixtures and equipment.................................................   76,796,000
   Construction in progress...............................................    8,745,000
   Assets under capital leases............................................   15,147,000
   Assets available for sale..............................................    3,307,000
                                                                           ------------
                                                                            138,460,000
   Less-accumulated depreciation and amortization.........................   70,782,000
                                                                           ------------
       Net property and equipment.........................................   67,678,000
OTHER ASSETS:
   Cash surrender value of life insurance.................................    1,192,000
   Goodwill and other assets, net of accumulated amortization of $567,000.    3,361,000
   Long-term receivables, less allowances of $203,000.....................      475,000
                                                                           ------------
       Total other assets.................................................    5,028,000
                                                                           ------------
                                                                           $134,081,000
                                                                           ============
                LIABILITIES AND STOCKHOLDERS' INVESTMENT
CURRENT LIABILITIES:
   Accounts payable....................................................... $ 18,619,000
   Amounts payable to bank................................................    7,210,000
   Income taxes payable...................................................      579,000
   Accrued liabilities....................................................   13,578,000
   Current maturities of long-term debt and capital lease obligations.....    2,615,000
                                                                           ------------
       Total current liabilities..........................................   42,601,000
LONG-TERM DEBT............................................................    1,519,000
CAPITAL LEASE OBLIGATIONS.................................................   13,877,000
DEFERRED INCOME TAXES.....................................................    1,017,000
OTHER LONG-TERM LIABILITIES...............................................    4,831,000
STOCKHOLDERS' INVESTMENT
   Common stock...........................................................      919,000
   Capital in excess of par value.........................................      324,000
   Retained earnings......................................................   68,993,000
                                                                           ------------
       Total stockholders' investment.....................................   70,236,000
                                                                           ------------
                                                                           $134,081,000
                                                                           ============


 The notes to consolidated financial statements should be read in conjunction
                             with this statement.

                                     F-43



                    THE COPPS CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENT OF INCOME
               For the Twelve Week Period Ending April 20, 2001
                                  (UNAUDITED)



                                                  April 20,
                                                    2001
                                                 ------------
                                              
                  NET SALES..................... $137,377,000
                  COST OF SALES.................  105,813,000
                                                 ------------
                     Gross profit...............   31,564,000
                  NET OPERATING EXPENSES........   30,136,000
                                                 ------------
                     Income from operations.....    1,428,000
                  INTEREST EXPENSE..............      191,000
                                                 ------------
                     Income before income taxes.    1,237,000
                  PROVISION FOR INCOME TAXES....      482,000
                                                 ------------
                     Net income................. $    755,000
                                                 ============





 The notes to consolidated financial statements should be read in conjunction
                             with this statement.

                                     F-44



                    THE COPPS CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENT OF CASH FLOWS
               For the Twelve Week Period Ending April 20, 2001
                                  (UNAUDITED)



                                                                                       April 20, 2001
                                                                                       --------------
                                                                                    
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income.........................................................................  $   755,000
   Adjustments to reconcile net income to net cash provided by operating activities--
   Depreciation and amortization......................................................    2,012,000
   Deferred income taxes..............................................................      (97,000)
   Accounts and income taxes receivable...............................................    1,538,000
   Inventories........................................................................     (835,000)
   Prepaid expenses...................................................................     (489,000)
   Accounts payable...................................................................      112,000
   Amounts payable bank...............................................................   (4,373,000)
   Income taxes payable...............................................................      579,000
   Accrued liabilities................................................................    1,355,000
   Other long-term assets and liabilities.............................................     (189,000)
                                                                                        -----------
       Net cash provided by operating activities......................................      368,000
                                                                                        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of property and equipment..............................................   (2,644,000)
                                                                                        -----------

       Net cash used in investing activities..........................................   (2,644,000)
                                                                                        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment of long-term debt obligations..............................................     (567,000)
   Payments under capital lease obligations...........................................      (80,000)
                                                                                        -----------
       Net cash used in financing activities..........................................     (647,000)
                                                                                        -----------

       Net decrease in cash and cash equivalents......................................   (2,923,000)
CASH AND CASH EQUIVALENTS, beginning of period........................................   16,316,000
                                                                                        -----------
CASH AND CASH EQUIVALENTS, end of period..............................................  $13,393,000
                                                                                        ===========

ADDITIONAL CASH FLOW INFORMATION:
   Cash paid for--
       Interest.......................................................................  $   404,000
       Income taxes...................................................................           --



 The notes to consolidated financial statements should be read in conjunction
                             with this statement.

                                     F-45



                    THE COPPS CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BASIS OF PRESENTATION

   The consolidated financial statements include the accounts of The Copps
Corporation (the "Company") and its wholly owned subsidiaries and have been
prepared by the Company without audit. All adjustments which management
believes are necessary for a fair statement of results for the interim period
presented have been reflected and are of a normal recurring nature. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. It is suggested these statements be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
latest Annual Report.

2.  CLOSED STORES

   In the fiscal year ended January 26, 2001 ("Fiscal 2001"), management
approved a plan to close two Copps Food Stores, one in Oshkosh, Wisconsin and
one in Marshfield, Wisconsin. These stores were closed in the period ended
April 20, 2001. The respective cost of the stores' land and land improvements
and buildings have been reclassified to assets available for sale.

3.  INCOME TAXES

   The difference between the provision for income taxes and the expected
income tax provision as calculated by multiplying income before income taxes by
the applicable federal tax rate (34%) is due primarily to state income taxes
and has been estimated at 39%.

4.  SUBSEQUENT EVENT

   On May 3, 2001, the shareholders of the Company and its subsidiaries
approved the sale of the Company's common stock to Roundy's, Inc. ("Roundy's")
for $95 million plus other adjustments. Effective May 19, 2001, Roundy's
purchased the Company's 1,500 shares of outstanding common stock in accordance
with a share exchange agreement ("Share Exchange") and became the sole
shareholder of the Company.

                                     F-46



- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

   We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must
not rely on any unauthorized information. This prospectus does not offer to
sell or buy any securities in any jurisdiction where it is unlawful. The
information in this prospectus is current as of August 2, 2002.

                            ----------------------

                               TABLE OF CONTENTS

                            ----------------------



                                                          Page
                                                          ----
                                                       
                  Prospectus Summary.....................   1
                  Summary Consolidated Financial Data....  10
                  Risk Factors...........................  12
                  The Transactions.......................  21
                  Use Of Proceeds........................  22
                  Exchange Offer; Registration Rights....  23
                  Capitalization.........................  32
                  Unaudited Pro Forma Condensed Financial
                   Statements............................  33
                  Management's Discussion And Analysis Of
                   Financial Condition And Results Of
                   Operations............................  40
                  Business...............................  49
                  Management.............................  59
                  Certain Relationships And Related
                   Transactions..........................  66
                  Principal Stockholders.................  68
                  Description Of Senior Credit Facility..  69
                  Description Of Notes...................  71
                  Certain U.S. Federal Income Tax
                   Considerations........................ 118
                  Plan Of Distribution................... 122
                  Legal Matters.......................... 122
                  Where You Can Find Other Information... 123
                  Experts................................ 123
                  Index To Financial Statements.......... F-1


- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                Roundy's, Inc.

[LOGO] Roundy"s
SINCE 1872

                                 $225,000,000

 Offer to exchange $225,000,000 8 7/8% Senior Subordinated Notes due 2012 for
                            any and all outstanding
                   8 7/8% Senior Subordinated Notes due 2012

                          ---------------------------

                                  PROSPECTUS

                          ---------------------------


                                          , 2002

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------



              PART II: INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20: Indemnification of Directors and Officers.

Registrants Incorporated Under Michigan Law

   Midland Grocery of Michigan, Inc. is incorporated under the laws of the
State of Michigan. Sections 450.1561-450.1571 of the Michigan Business
Corporation Act ("Michigan Statute") provides that a Michigan corporation may
indemnify any persons who are, or are threatened to be made, parties to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than an action by or in the
right of such corporation, by reason of the fact that such person is or was an
officer, director, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal. Similar provisions apply to actions
brought by or in the right of the corporation, except that no indemnification
shall be made without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer
or director has actually and reasonably incurred. Section 450.1567 of the
Michigan Statute further authorizes a corporation to purchase and maintain
insurance on behalf of any indemnified person against any liability asserted
against him or her and incurred by him or her in any indemnified capacity, or
arising out of his status as such, regardless of whether the corporation would
otherwise have the power to indemnify him or her under the Michigan Statute.

   The articles of incorporation of Midland Grocery of Michigan, Inc. provide
that the corporation may indemnify any director to the fullest extent provided
by the Michigan Statute. In addition, the corporation shall indemnify its
directors for all liabilities arising from a breach of fiduciary duty except
for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 551(1) of the Michigan Statute, or (iv) for any transaction from
which the director derived any improper personal benefit. The bylaws provide
that the corporation must indemnify any persons who are, or are threatened to
be made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, other
than an action by or in the right of such corporation, by reason of the fact
that such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal.
The bylaws also contain a similar indemnification provision with respect to
actions brought by or in the right of the corporation, except such provision is
permissive rather than mandatory and no indemnification shall be made without
judicial approval if the officer or director is adjudged to be liable to the
corporation. The bylaws also provide that the corporation may purchase and
maintain insurance for officers and directors against liabilities incurred
while acting in such capacities whether or not the corporation would be
empowered to indemnify such persons under the bylaws.

Registrants Incorporated Under Delaware Law

   Cardinal Foods, Inc. is incorporated under the laws of the State of
Delaware. Section 145 of the Delaware General Corporation Law (the "Delaware
Statute") provides that a Delaware corporation may indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of such

                                     II-1



corporation, by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the corporation's best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his conduct was illegal. Similar provisions apply to actions
brought by or in the right of the corporation, except that no indemnification
shall be made without judicial approval if the officer or director is adjudged
to be liable to the corporation. Where an officer or director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer
or director has actually and reasonably incurred. Section 145 of the Delaware
Statute further authorizes a corporation to purchase and maintain insurance on
behalf of any indemnified person against any liability asserted against him or
her and incurred by him or her in any indemnified capacity, or arising out of
his status as such, regardless of whether the corporation would otherwise have
the power to indemnify him or her under the Delaware Statute.

   The certificate of incorporation of Cardinal Foods, Inc. provides that the
corporation may indemnify any director to the fullest extent provided by the
Delaware Statute. In addition, the corporation shall indemnify its directors
for all liabilities arising from a breach of fiduciary duty except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware Statute, or (iv) for any transaction from
which the director derived any improper personal benefit. The bylaws provide
that the corporation must indemnify any director or officer who is a party to
any threatened, pending or completed proceeding, to the extent the director or
officer has been successful on the merits or otherwise in the defense of the
proceeding, for all reasonable expenses incurred in the proceeding if the
director or officer was a party because he or she is a director of the
corporation. If the director or officer is not successful in defense of the
proceeding, a corporation must indemnify the director or officer unless the
liability was incurred as a result of the breach or failure to perform a duty
which the director or officer owes to the corporation and the breach or failure
to perform constitutes: (1) a willful failure to deal fairly with the
corporation or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (2) a violation of the
criminal law, unless the person had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (3) a transaction from which the director or officer derived an
improper personal profit; or (4) willful misconduct. The bylaws also provide
that the corporation may purchase and maintain insurance for officers and
directors against liabilities incurred while acting in such capacities whether
or not the corporation would be empowered to indemnify such persons under the
bylaws.

Registrants Formed Under Indiana Law

   Village Market, LLC is a limited liability company formed under the laws of
the State of Indiana. Section 23-18-4-2 of the Indiana Limited Liability
Company Act (the "Indiana Statute") provides that members and managers are not
liable in damages for any action taken or failure to act on behalf of the
company, unless the act or omission constitutes willful misconduct or
recklessness.

   The articles of organization of Village Market, LLC do not provide for the
indemnification of officers or directors. Article XIII of the operating
agreement of Village Market, LLC provides that the company must indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person is or
was a manager or member of the company, or is or was serving at the request of
such company as a director, officer, partner, manager, member, trustee,
employee or agent of another corporation or enterprise. The indemnity may
include expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding, provided such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to

                                     II-2



believe that his conduct was illegal. Where a manager or member is successful
on the merits or otherwise in the defense of any action referred to above, the
company must indemnify him or her against the expenses which such manager or
member has actually and reasonably incurred.

Registrants Incorporated Under Ohio Law

   Scot Lad-Lima, Inc., Spring Lake Merchandise, Inc., and The Midland Grocery
Company are incorporated under the laws of the State of Ohio. Section 1701.13
of the Ohio General Corporation Law ("Ohio Statute") provides that an Ohio
corporation may indemnify any persons who are, or are threatened to be made,
parties to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an action
by or in the right of such corporation, by reason of the fact that such person
is or was an officer, director, employee or agent of such corporation, or is or
was serving at the request of such corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation or enterprise. The
indemnity may include expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal.
Similar provisions apply to actions brought by or in the right of the
corporation, except that no indemnification shall be made (i) without judicial
approval if the officer or director is adjudged to be liable to the corporation
and (ii) if the only liability asserted against such director is pursuant to
Section 1701.95 of the Ohio Statute regarding unlawful loans, dividends and
distribution of assets. Where an officer or director is successful on the
merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him or her against the expenses which such officer
or director has actually and reasonably incurred. Section 1701.13 of the Ohio
Statute further authorizes a corporation to purchase and maintain insurance on
behalf of any indemnified person against any liability asserted against him or
her and incurred by him or her in any indemnified capacity, or arising out of
his status as such, regardless of whether the corporation would otherwise have
the power to indemnify him or her under the Ohio Statute.

   The articles of incorporation of Scot Lad-Lima, Inc., Spring Lake
Merchandise, Inc., and The Midland Grocery Company do not provide for the
indemnification of officers and directors. The bylaws of Spring Lake
Merchandise, Inc. and The Midland Grocery Company provide for indemnification
of officers and directors unless the liability was incurred as a result of the
breach or failure to perform a duty which the director or officer owes to the
corporation and the breach or failure to perform constitutes any of the
following: (1) a willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the director or officer had a
material conflict of interest; (2) a violation of the criminal law, unless the
person had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful; (3) a transaction
from which the director or officer derived an improper personal profit; (4)
willful misconduct; or (5) with respect to any matter or decision being
considered by the board of directors or any other officer, such director or
officer intentionally or recklessly: (i) makes any untrue statement or
disclosure to the board or other officer of known material information; (ii)
omits to state or otherwise disclose to the board or other officer of known
material information; or (iii) omits to state or otherwise disclose to the
board or other officer known material information which is (or reasonably
should be) known to the director or officer to be relevant to the matter or
decision under consideration, regardless of whether or not such information is
specifically requested by the board or other officer. These bylaws also provide
that the corporations may purchase and maintain insurance for officers and
directors against liabilities incurred while acting in such capacities whether
or not the corporations would be empowered to indemnify such persons under the
bylaws.

   The bylaws of Scot Lad-Lima provide that the corporation must indemnify any
persons who are, or are threatened to be made, parties to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, other than an action by or in the right of
such corporation, by reason of the fact that such person is or was an officer,
director, trustee, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, trustee, employee or
agent of another corporation

                                     II-3



or enterprise. The indemnity may include expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided (i) such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, (ii) with
respect to any criminal action or proceeding, such person had no reasonable
cause to believe that his conduct was illegal, and (iii) with respect to
actions brought by or in the right of the corporation, no indemnification shall
be made without judicial approval if the officer or director is adjudged to be
liable to the corporation. The bylaws further authorize the corporation to
purchase and maintain insurance on behalf of any indemnified person against any
liability asserted against him or her and incurred by him or her in any
indemnified capacity, or arising out of his status as such, regardless of
whether the corporation would otherwise have the power to indemnify him or her
under the Ohio Statute.

Registrants Incorporated Under Wisconsin Law

   Roundy's, Inc., Holt Public Storage, Inc., Insurance Planners, Inc., I.T.A.,
Inc., Jondex Corp., Kee Trans, Inc., Mega Marts, Inc., Pick 'n Save Warehouse
Foods, Inc., Ropak, Inc., Rindt Enterprises, Inc., Scot Lad Foods, Inc.,
Shop-Rite, Inc., The Copps Corporation, and Ultra Mart Foods, Inc. are
incorporated under the laws of the State of Wisconsin. Sections 180.0850 to
180.0859 of the Wisconsin Business Corporation Law (the "Wisconsin Statute")
require a corporation to indemnify any director or officer who is a party to
any threatened, pending or completed proceeding, to the extent the director or
officer has been successful on the merits or otherwise in the defense of the
proceeding, for all reasonable expenses incurred in the proceeding if the
director or officer was a party because he or she is a director of the
corporation. If the director or officer is not successful in defense of the
proceeding, a corporation must indemnify the director or officer unless the
liability was incurred as a result of the breach or failure to perform a duty
which the director or officer owes to the corporation and the breach or failure
to perform constitutes: (1) a willful failure to deal fairly with the
corporation or its shareholders in connection with a matter in which the
director or officer had a material conflict of interest; (2) a violation of the
criminal law, unless the person had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (3) a transaction from which the director or officer derived an
improper personal profit; or (4) willful misconduct. A corporation's articles
of incorporation may limit its obligation to indemnify under these provisions.
The Wisconsin Statute also provides that a corporation may purchase and
maintain insurance for officers and directors against liabilities incurred
while acting in such capacities whether or not the corporation would be
empowered to indemnify such persons under the Wisconsin Statute. Expenses for
the defense of any action for which indemnification may be available may be
advanced by the corporation under certain circumstances. The indemnification
provided by the Wisconsin Statute is not exclusive of any other rights of
indemnification to which a director or officer of the corporation may be
entitled.

   The articles of incorporation of Holt Public Storage, Inc., I.T.A., Inc. and
Kee Trans, Inc. provide for indemnification of officers and directors, and for
all money damages, except for those resulting from any matter in which the
officer or director was derelict in the performance of his or her duties to the
corporation, and, with respect to any criminal action or proceeding, acted in
good faith in what he or she considered to be the best interests of the
corporation and with no reasonable cause to believe the action was illegal. The
articles of incorporation of Roundy's, Inc., Insurance Planners, Inc., Jondex
Corp., Mega Marts, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc., Rindt
Enterprises, Inc., Scot Lad Foods, Inc., Shop-Rite, Inc., The Copps
Corporation, and Ultra Mart Foods, Inc. do not provide for the indemnification
of their officers or directors.

   The bylaws of Roundy's, Inc. and The Copps Corporation allow for
indemnification to the full extent provided by the Wisconsin Statute. The
bylaws of Holt Public Storage, Inc., Insurance Planners, Inc., I.T.A., Inc.,
Jondex Corp., Kee Trans, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc.,
Scot Lad Foods, Inc., Shop-Rite, Inc., and Ultra Mart Foods, Inc. provide for
indemnification to the extent provided by the Wisconsin Statute, except if such
director or officer intentionally or recklessly, with respect to any matter or
decision being considered by the board of directors or other officer: (i) makes
any untrue statement or disclosure to the board or other officer of known
material information; (ii) omits to state or otherwise disclose to the board or
other officer of known material information; or (iii) omits to state or
otherwise disclose to the board or other officer known

                                     II-4



material information which is (or reasonably should be) known to the director
or officer to be relevant to the matter or decision under consideration,
regardless of whether or not such information is specifically requested by the
board or other officer. These bylaws also provide that the corporations may
purchase and maintain insurance for officers and directors against liabilities
incurred while acting in such capacities whether or not the corporations would
be empowered to indemnify such persons under their bylaws. The bylaws of Mega
Marts, Inc. provide for indemnification of officers and directors except that
no indemnification shall be provided: (1) if such officer or director committed
acts of active and deliberate dishonesty with actual dishonest purpose and
intent that were material to the cause of action adjudicated, or that such
officer or director received an improper personal benefit, or (2) in respect of
any amount of any claim arising under Section 16(b) of the Securities Exchange
Act of 1934, as amended, or (3) in respect of any expense incurred by such
officer or director in his or her assertion of any claim against any person.
Item 21. Exhibits.

   (a) Exhibits.

   The attached Exhibit Index is incorporated by reference.

   (b) Financial Statement Schedules.

   The following financial statement schedule is included in this Registration
Statement:

   Independent Auditors Report
   Schedule VIII Valuation and Qualifying Accounts
   All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions, are inapplicable or not material, or the information
called for thereby is otherwise included in the financial statements and
therefore has been omitted.

Item 22. Undertakings.

   (a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a directors, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue

   (b) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as a part of this
Registration Statement in reliance on Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be a part of this registration
statement as of the time it was declared effective.

   (c) For purposes of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

   (d) The undersigned hereby undertakes to respond to requests for information
that is incorporated by reference into the prospectus pursuant to Items 4,
10(b), 11 or 13 of this Form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the date of the registration statement through the date of
responding to the request.

   (e) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                     II-5



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Roundy's, Inc.
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 31st day of July, 2002.

                                              ROUNDY'S, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President, Secretary and
                                                            Treasurer

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert A. Mariano, Darren W. Karst, and Edward
G. Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

   /S/  ROBERT A. MARIANO      Chairman of the Board, Chief
- -----------------------------    Executive Officer and
      Robert A. Mariano          President (Principal
                                 Executive Officer) and
                                 Director

    /S/  DARREN W. KARST       Executive Vice President and
- -----------------------------    Chief Financial Officer
       Darren W. Karst           (Principal Financial and
                                 Accounting Officer)

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Treasurer
       Edward G. Kitz

      /S/  AVY H. STEIN        Director
- -----------------------------
        Avy H. Stein

- -----------------------------  Director
      Mark P. Michaels

                                     II-6



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Cardinal Foods,
Inc. has duly caused this Registration Statement on Form S-4 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

                                              CARDINAL FOODS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael J. Schmitt, Darren W. Karst, and Edward
G. Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

   /S/  MICHAEL J. SCHMITT     President (Principal
- -----------------------------    Executive Officer)
     Michael J. Schmitt

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

    /S/  DARREN W. KARST       Vice President, Treasurer
- -----------------------------    (Principal Financial and
       Darren W. Karst           Accounting Officer) and
                                 Director

                                     II-7



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Holt Public
Storage, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

                                              HOLT PUBLIC STORAGE, INC.

                                              By:       /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

    /S/  DARREN W. KARST       President, Treasurer
- -----------------------------    (Principal Executive,
       Darren W. Karst           Financial and Accounting
                                 Officer) and Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

                                     II-8



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Insurance
Planners, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

                                              INSURANCE PLANNERS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John P. White, Darren W. Karst, and Edward G.
Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

     /S/  JOHN P. WHITE        President (Principal
- -----------------------------    Executive Officer) and
        John P. White            Director

     /S/  DAVID C. BUSCH       Vice President
- -----------------------------
       David C. Busch

     /S/  EDWARD G. KITZ       Vice President, Secretary
- -----------------------------    (Principal Financial
       Edward G. Kitz            Officer) and Director

     /S/  SHERRY L. NOLL       Treasurer
- -----------------------------
       Sherry L. Noll

    /S/  DARREN W. KARST       Director (Principal
- -----------------------------    Accounting Officer)
       Darren W. Karst

                                     II-9



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, I.T.A., Inc. has
duly caused this Registration Statement on Form S-4 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pewaukee, State
of Wisconsin, on the 31st day of July, 2002.

                                              I.T.A., INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John P. White, Darren W. Karst, and Edward G.
Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

    /S/  DARREN W. KARST       President (Principal
- -----------------------------    Executive, Financial and
       Darren W. Karst           Accounting Officer);
                                 Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

     /S/  JOHN P. WHITE        Vice President, Treasurer and
- -----------------------------    Director
        John P. White

                                     II-10



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Jondex Corp. has
duly caused this Registration Statement on Form S-4 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pewaukee, State
of Wisconsin, on the 31st day of July, 2002.

                                              JONDEX CORP.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael J. Schmitt, Darren W. Karst, and Edward
G. Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

   /S/  MICHAEL J. SCHMITT     President (Principal
- -----------------------------    Executive Officer) and
     Michael J. Schmitt          Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

    /S/  DARREN W. KARST       Vice President, Treasurer
- -----------------------------    (Principal Financial and
       Darren W. Karst           Accounting Officer) and
                                 Director

                                     II-11



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Kee Trans, Inc.
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 31st day of July, 2002.

                                              KEE TRANS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

    /S/  DARREN W. KARST       President (Principal
- -----------------------------    Executive, Financial and
       Darren W. Karst           Accounting Officer) and
                                 Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

    /S/  JOHN E. PATERSON      Vice President, Treasurer and
- -----------------------------    Director
      John E. Paterson

                                     II-12



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Mega Marts, Inc.
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 31st day of July, 2002.

                                              MEGA MARTS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael J. Schmitt, Darren W. Karst, and Edward
G. Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

   /S/  MICHAEL J. SCHMITT     President (Principal
- -----------------------------    Executive Officer) and
     Michael J. Schmitt          Director

     /S/  DAVID C. BUSCH       Vice President, Treasurer and
- -----------------------------    Director
       David C. Busch

     /S/  EDWARD G. KITZ       Vice President, Secretary
- -----------------------------    (Principal Financial
       Edward G. Kitz            Officer) and Director

    /S/  DARREN W. KARST       Director (Principal
- -----------------------------    Accounting Officer)
       Darren W. Karst

     /S/  GARY L. FRYDA        Director
- -----------------------------
        Gary L. Fryda

                                     II-13



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Midland Grocery
of Michigan, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

                                              MIDLAND GROCERY OF MICHIGAN, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President, Secretary and
                                                            Treasurer

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Marion H. Sullivan, Darren W. Karst, and Edward
G. Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

   /S/  MARION H. SULLIVAN     President (Principal
- -----------------------------    Executive Officer)
     Marion H. Sullivan

     /S/  EDWARD G. KITZ       Vice President, Secretary,
- -----------------------------    Treasurer and Director
       Edward G. Kitz          (Principal Financial Officer)

    /S/  DARREN W. KARST       Director (Principal
- -----------------------------    Accounting Officer)
       Darren W. Karst

   /S/  MICHAEL J. SCHMITT     Vice President and Director
- -----------------------------
     Michael J. Schmitt

                                     II-14



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Pick 'n Save
Warehouse Foods, Inc. has duly caused this Registration Statement on Form S-4
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

                                              PICK 'N SAVE WAREHOUSE FOODS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William J. Griffith, Darren W. Karst, and Edward
G. Kitz, and each of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any or
all amendments (including post-effective amendments) to this registration
statement and any subsequent registration statement filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

  /S/  WILLIAM J. GRIFFITH     President, Treasurer
- -----------------------------    (Principal Executive
     William J. Griffith         Officer) and Director

     /S/  EDWARD G. KITZ       Vice President, Secretary
- -----------------------------    (Principal Financial
       Edward G. Kitz            Officer) and Director

    /S/  DARREN W. KARST       Director (Principal
- -----------------------------    Accounting Officer)
       Darren W. Karst

     /S/  DAVID C. BUSCH       Director
- -----------------------------
       David C. Busch

   /S/  MICHAEL J. SCHMITT     Director
- -----------------------------
     Michael J. Schmitt

                                     II-15



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Ropak Inc. has
duly caused this Registration Statement on Form S-4 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pewaukee, State
of Wisconsin, on the 31st day of July, 2002.

                                              ROPAK INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President, Secretary and
                                                            Treasurer

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

    /S/  DARREN W. KARST       President (Principal
- -----------------------------    Executive, Financial and
       Darren W. Karst           Accounting Officer) and
                                 Director

     /S/  EDWARD G. KITZ       Vice President, Secretary,
- -----------------------------    Treasurer and Director
       Edward G. Kitz

   /S/  MICHAEL J. SCHMITT     Director
- -----------------------------
     Michael J. Schmitt

                                     II-16



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Rindt
Enterprises, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

                                              RINDT ENTERPRISES, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

    /S/  DARREN W. KARST       President (Princpal
- -----------------------------    Executive, Financial and
       Darren W. Karst           Accounting Officer) and
                                 Director

   /S/  MICHAEL J. SCHMITT     Vice President, Treasurer and
- -----------------------------    Director
     Michael J. Schmitt

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

     /S/  DAVID C. BUSCH       Director
- -----------------------------
       David C. Busch

                                     II-17



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Scot Lad Foods,
Inc. has duly caused this Registration Statement on Form S-4 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

                                              SCOT LAD FOODS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

    /S/  DARREN W. KARST       President, Treasurer
- -----------------------------    (Principal Executive,
       Darren W. Karst           Financial and Accounting
                                 Officer) and Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

                                     II-18



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Scot Lad-Lima,
Inc. has duly caused this Registration Statement on Form S-4 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

                                              SCOT LAD-LIMA, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints  Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

    /S/  DARREN W. KARST       President, Treasurer
- -----------------------------    (Principal Executive,
       Darren W. Karst           Financial and Accounting
                                 Officer) and Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

   /S/  MICHAEL J. SCHMITT     Director
- -----------------------------
     Michael J. Schmitt

                                     II-19



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Shop-Rite, Inc.
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 31st day of July, 2002.

                                              SHOP-RITE, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints  Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

     /S/  DAVID C. BUSCH       President, Treasurer
- -----------------------------    (Principal
       David C. Busch            Executive Officer) and
                                 Director

     /S/  EDWARD G. KITZ       Vice President, Secretary
- -----------------------------    (Principal Financial
       Edward G. Kitz            Officer) and Director

    /S/  DARREN W. KARST       Principal Accounting Officer
- -----------------------------
       Darren W. Karst

                                     II-20



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Spring Lake
Merchandise, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

                                              SPRING LAKE MERCHANDISE, INC.

                                              By:        /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President, Secretary and
                                                            Treasurer

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

   /S/  MICHAEL J. SCHMITT     President (Principal
- -----------------------------    Executive Officer) and
     Michael J. Schmitt          Director

     /S/  EDWARD G. KITZ       Vice President, Secretary,
- -----------------------------    Treasurer (Principal
       Edward G. Kitz            Financial Officer) and
                                 Director

    /S/  DARREN W. KARST       Director (Principal
- -----------------------------    Accounting Officer)
       Darren W. Karst

                                     II-21



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, The Copps
Corporation has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

                                              THE COPPS CORPORATION

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

   /S/  MICHAEL J. SCHMITT     President (Principal
- -----------------------------    Executive Officer) and
     Michael J. Schmitt          Director

     /S/  EDWARD G. KITZ       Vice President, Secretary
- -----------------------------    (Principal Financial
       Edward G. Kitz            Officer) and Director

     /S/  DAVID C. BUSCH       Vice President, Treasurer and
- -----------------------------    Director
       David C. Busch

    /S/  DARREN W. KARST       Vice President (Principal
- -----------------------------    Accounting Officer)
       Darren W. Karst

                                     II-22



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, The Midland
Grocery Company has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

                                              THE MIDLAND GROCERY COMPANY

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

   /S/  MARION H. SULLIVAN     President (Prinicipal
- -----------------------------    Executive Officer) and
     Marion H. Sullivan          Director

     /S/  EDWARD G. KITZ       Vice President, Secretary and
- -----------------------------    Director
       Edward G. Kitz

    /S/  DARREN W. KARST       Vice President, Treasurer
- -----------------------------    (Principal Financial and
       Darren W. Karst           Accounting Officer) and
                                 Director

                                     II-23



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Ultra Mart
Foods, Inc. has duly caused this Registration Statement on Form S-4 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Pewaukee, State of Wisconsin, on the 31st day of July, 2002.

                                              ULTRA MART FOODS, INC.

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Darren W. Karst and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

     /S/  DAVID C. BUSCH       President (Principal
- -----------------------------    Executive Officer) and
       David C. Busch            Director

     /S/  EDWARD G. KITZ       Vice President, Secretary
- -----------------------------    (Principal Financial
       Edward G. Kitz            Officer) and Director

   /S/  MICHAEL J. SCHMITT     Vice President, Treasurer and
- -----------------------------    Director
     Michael J. Schmitt

    /S/  DARREN W. KARST       Principal Accounting Officer
- -----------------------------
       Darren W. Karst

                                     II-24



                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, Village Market,
LLC has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Pewaukee,
State of Wisconsin, on the 31st day of July, 2002.

                                              VILLAGE MARKET, LLC

                                              By: SHOP-RITE, INC., its managing
                                                             member

                                              By:      /S/  EDWARD G. KITZ
                                                  -----------------------------
                                                         Edward G. Kitz
                                                  Vice President and Secretary

                               POWER OF ATTORNEY

   KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David C. Busch and Edward G. Kitz, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement and any
subsequent registration statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their, or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and power of attorney have been signed by the following
persons in the capacities indicated on the 31st day of July, 2002.

          Signature                        Title
          ---------                        -----

     /S/  DAVID C. BUSCH       Principal Executive Officer;
- -----------------------------    Director, Shop-Rite, Inc.
       David C. Busch

     /S/  EDWARD G. KITZ       Principal Financial Officer;
- -----------------------------    Director, Shop-Rite, Inc.
       Edward G. Kitz

    /S/  DARREN W. KARST       Principal Accounting Officer
- -----------------------------
       Darren W. Karst

                                     II-25



                                Roundy's, Inc.
      Registration Statement on Form S-4 under the Securities Act of 1933

                                 EXHIBIT INDEX

   The following exhibits to the Registration Statement are filed herewith or,
where noted, are incorporated by reference herein:

Exhibit
  No.                                Description
- -------                              -----------

  2.1     Share Exchange Agreement dated April 8, 2002 by and between
           Roundy's Acquisition Corp. and Roundy's, Inc./(1)/

  2.2     Share Exchange Agreement dated May 18, 2001, by and between
           Roundy's, Inc. and The Copps Corporation/(2)/

  2.3     Asset Purchase Agreement by and between the Registrant and Ultra
           Mart, Inc. dated December 23, 1999/(3)/

  2.4     Stock Purchase Agreement dated March 31, 2000, by and among
           Roundy's, Inc. and the record and beneficial owners of all of the
           issued and outstanding shares of capital stock of Mega Marts,
           Inc./(4)/

  2.5     Asset Purchase Agreement dated March 31, 2000, by and among
           Roundy's, Inc., NDC, Inc. and Mega Marts, Inc./(5)/

  3.1     Roundy's, Inc. Amended and Restated Articles of Incorporation

  3.2     Amended and Restated By-Laws of Roundy's, Inc.

  3.3     Cardinal Foods, Inc. Certificate of Incorporation (composite
           including all amendments and restatements through July 31, 2002).

  3.4     Amended and Restated By-Laws of Cardinal Foods, Inc.

  3.5     Holt Public Storage, Inc. Articles of Incorporation (composite
           including all amendments and restatements through July 31, 2002)

  3.6     Amended and Restated By-Laws of Holt Public Storage, Inc.

  3.7     Insurance Planners, Inc. Articles of Incorporation (composite
           including all amendments and restatements through July 31, 2002)

  3.8     Insurance Planners, Inc. Amended and Restated By-Laws

  3.9     I.T.A., Inc. Articles of Incorporation (composite including all
           amendments and restatements through July 31, 2002)

  3.10    Amended and Restated By-Laws of I.T.A., Inc.

  3.11    Jondex Corp. Articles of Incorporation (composite including all
           amendments and restatements through July 31, 2002)

  3.12    Amended and Restated By-Laws of Jondex Corp.

  3.13    Kee Trans, Inc. Articles of Incorporation (composite including all
           amendments and restatements through July 31, 2002)

  3.14    Amended and Restated By-Laws of Kee Trans, Inc.

  3.15    Mega Marts, Inc. Articles of Incorporation (composite including all
           amendments and restatements through July 31, 2002)



 Exhibit
   No.                                Description
 -------                              -----------

   3.16    By-Laws of Mega Marts, Inc.

   3.17    Midland Grocery of Michigan, Inc. Articles of Incorporation
            (composite including all amendments and restatements through July
            31, 2002)

   3.18    Amended and Restated By-Laws of Midland Grocery of Michigan, Inc.

   3.19    Pick 'n Save Warehouse Foods, Inc. Articles of Incorporation
            (composite including all amendments and restatements through July
            31, 2002)

   3.20    Amended and Restated By-Laws of Pick 'n Save Warehouse Foods, Inc.

   3.21    Rindt Enterprises, Inc. Articles of Incorporation (composite
            including all amendments and restatements through July 31, 2002)

   3.22    Restated And Amended By-Laws of Rindt Enterprises, Inc.

   3.23    Ropak, Inc. Articles of Incorporation (composite including all
            amendments and restatements through July 31, 2002)

   3.24    Amended and Restated By-Laws of Ropak, Inc.

   3.25    Scot Lad Foods, Inc. Articles of Incorporation (composite including
            all amendments and restatements through July 31, 2002)

   3.26    Amended and Restated By-Laws of Scot Lad Foods, Inc.

   3.27    Scot Lad-Lima, Inc. Articles of Incorporation (composite including
            all amendments and restatements through July 31, 2002)

   3.28    Amended and Restated Code of Regulations of Scot Lad-Lima, Inc.

   3.29    Shop-Rite, Inc. Articles of Incorporation (composite including all
            amendments and restatements through July 31, 2002)

   3.30    Amended and Restated By-Laws of Shop-Rite, Inc.

   3.31    Spring Lake Merchandise, Inc. Articles of Incorporation (composite
            including all amendments and restatements through July 31, 2002)

   3.32    Amended and Restated Code of Regulations of Spring Lake
            Merchandise, Inc.

   3.33    The Copps Corporation Articles of Incorporation (composite
            including all amendments and restatements through July 31, 2002)

   3.34    Restated By-Laws of The Copps Corporation

   3.35    The Midland Grocery Company Articles of Incorporation (composite
            including all amendments and restatements through July 31, 2002)

   3.36    Amended and Restated Code of Regulations of The Midland Grocery
            Company

   3.37    Ultra Mart Foods, Inc. Articles of Incorporation (composite
            including all amendments and restatements through July 31, 2002)

   3.38    Amended and Restated By-Laws of Ultra Mart Foods, Inc.

   3.39    Articles of Organization of Village Market, LLC

   3.40    Operating Agreement of Village Market, LLC

                                      2



Exhibit
  No.                                Description
- -------                              -----------

  4.1     Indenture of Trust dated June 6, 2002 between Roundy's, Inc. and
           BNY Midwest Trust Company, as Trustee

  4.2     Form of $225,000,000 Roundy's, Inc. 8 7/8% Senior Subordinated
           Notes due 2012/(6)/

  4.3     Form of $225,000,000 Roundy's, Inc. 8 7/8% Senior Subordinated
           Notes due 2012 to be issued in the Exchange Offer subject to this
           Registration Statement/(6)/

  4.4     Form of Guaranty to be issued by Cardinal Foods, Inc., Holt Public
           Storage, Inc., Insurance Planners, Inc., I.T.A., Inc., Jondex
           Corp., Kee Trans, Inc., Mega Marts, Inc., Midland Grocery of
           Michigan, Inc., Pick 'n Save Warehouse Foods, Inc., Ropak, Inc.,
           Rindt Enterprises, Inc., Scot Lad Foods, Inc., Scot Lad-Lima,
           Inc., Shop-Rite, Inc., Spring Lake Merchandise, Inc., The Copps
           Corporation, The Midland Grocery Company, Ultra Mart Foods, Inc.,
           and Village Market, LLC as Guarantors of the securities to be
           issued in the Exchange Offer subject to this Registration
           Statement/(7)/

  5.1     Opinion of Kirkland & Ellis as to legality of securities to be
           issued in the Exchange Offer subject to this Registration Statement

 10.1     A/B Exchange Registration Rights Agreement dated as of June 6, 2002
           by and among Roundy's, Inc. as Issuer, the subsidiary guarantors
           of Roundy's, Inc. listed on Schedule A thereto, and Bear, Stearns
           & Co. Inc., CIBC World Markets Corp. as Initial Purchasers

 10.2     $375,000,000 Credit Agreement among Roundy's Acquisition Corp.,
           Roundy's, Inc., as Borrower, The Several Lenders from Time to Time
           Parties Hereto, Bear Stearns Corporate Lending Inc., as
           Administrative Agent, Canadian Imperial Bank of Commerce, as
           Syndication Agent Bank One, Wisconsin, Cooperatieve Centrale
           Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York
           Branch, LaSalle Bank National Association, Associated Bank, N.A.,
           Harris Trust and Savings Bank, M&I Marshall & Ilsley Bank, U.S.
           Bank, National Association, as Documentation Agents Dated as of
           June 6, 2002/(8)/

 10.3     Guarantee and Collateral Agreement made by Roundy's Acquisition
           Corp., Roundy's, Inc. and certain of its Subsidiaries in favor of
           Bear Stearns Corporate Lending Inc., as Administrative Agent Dated
           as of June 6, 2002

 10.4     Severance and Non-Competition Agreement dated April 13, 1998
           between the Registrant and Gerald F. Lestina/(9)/

 10.5     Amendment dated June 3, 1998 to Severance and Non-Competition
           Agreement between the Registrant and Gerald F. Lestina/(10)/

 10.6     Consulting Agreement dated July 1, 2002 between the Registrant and
           Gerald F. Lestina

 10.7     Roundy's, Inc. Supplemental Employee Retirement Plan for certain
           executive officers including Messrs. Lestina, Ranus, Beketic and
           Sullivan/(11)/

 10.8     Board of Directors Resolution dated March 19, 2002 adopting
           Amendment to Supplemental Employee Retirement Plan

 10.9     Excerpts from Board of Directors Consent Resolution adopting
           Amendment to Supplemental Employee Retirement Plan effective June
           7, 2002

 10.10    Form of Deferred Compensation Agreement between the Registrant and
           certain executive officers including Messrs. Ranus, Beketic,
           Sullivan and Schmitt/(12)/

 10.11    Amendment dated March 31, 1998 to Form of Deferred Compensation
           Agreement between the Registrant and certain executive officers
           including Messrs. Ranus, Beketic, Sullivan and Schmitt/(13)/

                                      3





Exhibit
  No.                                                 Description
- -------                                               -----------
     

10.12    Second Amendment dated June 3, 1998 to Form of Deferred Compensation Agreement for certain
           executive officers including Ranus, Beketic, Sullivan and Schmitt/(14)/

10.13    Directors and Officers Liability and Corporation Reimbursement Policy issued by American Casualty
           Company of Reading, Pennsylvania (CNA Insurance Companies) as of June 13, 1986/(15)/

10.14    Declarations page for renewal through November 1, 2002 of Directors and Officers Liability and
           Corporation Reimbursement Policy/(16)/

10.15    1991 Stock Incentive Plan, as amended October 24, 2000/(17)/

10.16    Form of Stock Appreciation Rights Agreement for certain executive officers including Messrs. Beketic,
           Sullivan and Schmitt/(18)/

10.17    2001 Incentive Compensation Plan/(19)/

10.18    Employment Agreement dated June 6, 2002 between Registrant and Robert F. Mariano

10.19    Employment Agreement dated June 6, 2002 between Registrant and Darren W. Karst

10.20    Employment Contract between the Registrant and Gary L. Fryda dated March 31, 2000/(20)/

10.21    Roundy's, Inc. Deferred Compensation Plan, effective March 19, 1996/(21)/

10.22    Board Resolution adopting amendment to Roundy's, Inc. Deferred Compensation Plan, effective
           October 23, 2001

10.23    Excerpts from Roundy's, Inc. Board of Directors resolution adopted March 19, 2002 relating to group
           term carve-out, executive extension on COBRA continuation rights and professional outplacement
           services for Company Officers, including Messrs. Lestina, Ranus, Busch, Sullivan, Paterson, Behm,
           Fryda, Beketic, Schmitt, Kitz, Kosmaler, and Goddard

10.24    Excerpts from Roundy's, Inc. Board of Directors resolution adopted December 10, 1980 relating to post-
           retirement health care benefits for certain officers, including Messrs. Lestina and Ranus

10.25    Confidentiality and Noncompete Agreement dated June 6, 2002 between the Registrant and Gerald F.
           Lestina

10.26    Confidentiality and Noncompete Agreement dated June 6, 2002 between the Registrant and Robert D.
           Ranus

 12.1    Statement Regarding Computation of Ratios

 21.1    Subsidiaries of the Registrant/(22)/

 23.1    Consent of Kirkland & Ellis/(23)/

 23.2    Consent of Deloitte & Touche LLP

 24.1    Powers of Attorney of Directors and Officers of Roundy's, Inc. and Co-Registrants/(24)/

 25.1    Statement of Eligibility of BNY Midwest Trust Company as Trustee under the Indenture on Form T-1
           under the Trust Indenture Act of 1939, as amended

 99.1    Form of Letter of Transmittal to be used by Holders of Roundy's, Inc. 8 7/8% Senior Subordinated Notes
           due 2012

 99.2    Form of Instructions to Holders of Roundy's, Inc. 8 7/8% Senior Subordinated Notes due 2012

 99.3    Form of Notice of Guaranteed Delivery


                                      4



- --------
 (1)Pursuant to Regulation S-K, Item 601(b)(2), included as part of Exhibit 2.1
    is a list of omitted schedules and exhibits together with an agreement to
    furnish copies of any such omitted schedule or Exhibit to the Commission
    upon request.

 (2)Incorporated by reference to Exhibit 2.4 to Registrant's Current Report on
    Form 8-K filed with the Commission on June 1, 2001 (Commission File No.
    002-94984)

 (3)Incorporated by reference to Exhibit 2.1 to Registrant's Annual Report on
    Form 10-K for the fiscal year ended January 1, 2000, filed with the
    Commission on March 21, 2000 (Commission File No. Form 002-94984)

 (4)Incorporated by reference to Exhibit 2.2 to Registrant's Current Report on
    Form 8-K filed with the Commission on April 14, 2000 (Commission File No.
    002-94984)

 (5)Incorporated by reference to Exhibit 2.3 to Registrant's Current Report on
    Form 8-K filed with the Commission on April 14, 2000 (Commission File No.
    002-94984)

 (6)Included as Exhibits A-1 and A-2 to the Indenture of Trust, Exhibit 4.1 to
    this Registration Statement.

 (7)Included as Exhibit E to the Indenture of Trust, Exhibit 4.1 to this
    Registration Statement.

 (8)The Exhibits listed on page v of the Credit Agreement, Exhibit 3.2, consist
    of the form of Collateral and Guarantee Agreement and the exhibits thereto
    which are included as part of Exhibit 3.3 to this Registration Statement.

 (9)Incorporated by reference to Exhibit 10.4 to Registrant's Registration
    Statement on Form S-2 dated April 28, 1998 (Commission File No. 33-57505)

(10)Incorporated by reference to Exhibit 10.8 to Registrant's Form 10-Q for the
    quarterly period ended October 3, 1998, filed with the Commission on
    November 10, 1998 (Commission File No. 002-94984)

(11)Incorporated by reference to Exhibit 10.9 to Registrant's Form 10-Q for the
    quarterly period ended July 3, 1999, filed with the Commission on August 9,
    1999 (Commission File No. 002-94984)

(12)Incorporated by reference to Exhibit 10.1, of Registrant's Registration
    Statement on Form S-2 (File No. 33-57505) dated April 24, 1997

(13)Incorporated by reference to Exhibit 10.1(a) to Registrant's Registration
    Statement on Form S-2 filed with the Commission on April 28, 1998
    (Commission File No. 33-57505)

(14)Incorporated by reference to Exhibit 10.9 to Registrant's Form 10-Q for the
    quarterly period ended October 3, 1998, filed with the Commission on
    November 10, 1998 (Commission File No. 002-94984)

(15)Incorporated by reference to Exhibit 10.3 to Registrant's Annual Report on
    Form 10-K for the fiscal year ended January 3, 1987, filed with the
    Commission on April 3, 1987, (Commission File Nos. 002-66296 and 002-94984)

(16)Incorporated by reference to Exhibit 10.2(a) to the Registrant's Annual
    Report on Form 10-K for the fiscal year ended December 29, 2001 filed with
    the Commission on March 27, 2002, (Commission File No. 002-94984)

(17)Incorporated by reference to Exhibit 10.5 to Registrant's Annual Report on
    Form 10-K for the fiscal year ended December 30, 2000, filed with the
    Commission on March 29, 2001 (Commission File No. 002-94984)

(18)Incorporated by reference to Exhibit 10.7 to Registrant's Form 10-Q for the
    quarterly period ended October 3, 1998, filed with the Commission on
    November 10, 1998 (Commission File No. 002-94984)

(19)Incorporated by reference to Exhibit 10.14 to the Registrant's Annual
    Report of Form 10-K for the fiscal year ended December 29, 2001 filed with
    the Commission on March 27, 2002 (Commission File No. 002-94984)

                                      5



(20)Incorporated by reference to Exhibit 10.11 to registrant's Form 8-K dated
    April 14, 2000, filed with the Commission on April 14, 2000 (Commission
    File No. 002-94984)

(21)Incorporated by reference to Exhibit 10.5 to Registrant's Registration
    Statement on Form S-2, dated April 26, 1996 (Commission File No. 33-57505)

(22)Incorporated by reference to Exhibit 21 to Registrant's Annual Report on
    Form 10-K for the fiscal year ended December 30, 2000, filed with the
    Commission on March 29, 2001 (Commission File No. 002-94984)

(23)Included as part of Exhibit 5.1 to this Registration Statement.

(24)Included as part of signature pages to this Registration Statement

                                      6



                         INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of Roundy's, Inc.:

   We have audited the consolidated financial statements of Roundy's, Inc. and
subsidiaries as of December 29, 2001 and December 30, 2000, and for each of the
three years in the period ended December 29, 2001 and have issued our report
thereon dated February 26, 2002, except for Note 1 and Note 15, as to which the
date is May 14, 2002; such report is included in this Registration Statement.
Our audits also included the consolidated financial statement schedule of
Roundy's, Inc. and subsidiaries, listed in Item 21 of this Registration
Statement. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion based on our
audits. In our opinion, such consolidated financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.

DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
February 26, 2002



                                                                  SCHEDULE VIII

                        ROUNDY'S, INC. AND SUBSIDIARIES

                       VALUATION AND QUALIFYING ACCOUNTS

                                   ADDITIONS



                                                Charged
                                 Balance at  (Credited) to Charged                         Balance at
                                Beginning of    Cost &     to Other Deductions  Business     End of
         Description               Period      Expenses    Accounts    (1)     Acquisition   Period
         -----------            ------------ ------------- -------- ---------- ----------- ----------
                                                                         
Year Ended
December 29, 2001:
   Allowance for Losses
   Current receivables.........  $5,728,800   $   820,700     --    $   15,900  $487,800   $7,021,400
   Notes receivable, long-term.   2,129,000      (829,000)    --            --        --    1,300,000

Year Ended
December 30, 2000:
   Allowance for Losses
   Current receivables.........  $5,509,800   $ 4,185,800     --    $3,966,800        --   $5,728,800
   Notes receivable, long-term.   7,137,000    (5,008,000)    --                      --    2,129,000

Year Ended
January 1, 2000:
   Allowance for Losses
   Current receivables.........  $6,361,600   $   474,100     --    $1,325,900        --   $5,509,800
   Notes receivable, long-term.   6,015,000     1,122,000     --                      --    7,137,000

- --------
(1)Amounts represent accounts written off less recoveries.

EX-2.1

                                                                     Exhibit 2.1



                            SHARE EXCHANGE AGREEMENT

                                 by and between

                           ROUNDY'S ACQUISITION CORP.

                                       and

                                 ROUNDY'S, INC.



                              Dated: April 8, 2002



                               TABLE OF CONTENTS
                               -----------------



                                                                                   Page
                                                                                   ----
                                                                                
ARTICLE I Share Exchange ..........................................................   4

      1.1    Share Exchange. ......................................................   4
      1.2    Effective Time .......................................................   5
      1.3    Effect of Share Exchange .............................................   6

ARTICLE II Payment for Shares; Treatment of Stock Options; Dissenters Rights ......   6

      2.1    Payment Agent. .......................................................   6
      2.2    Exchange Procedures ..................................................   6
      2.3    Stock Transfer Books .................................................   7
      2.4    Treatment of Stock Options and Stock Appreciation Rights .............   7
      2.5    Dissenting Shares ....................................................   8

ARTICLE III Closing; Closing Deliveries ...........................................   8

      3.1    Time and Place of Closing ............................................   8
      3.2    Deliveries. ..........................................................   8

ARTICLE IV Representations and Warranties of the Company ..........................  11

      4.1    Corporate Organization ...............................................  11
      4.2    Authorization; No Violations. ........................................  11
      4.3    Capitalization of the Company ........................................  12
      4.4    Subsidiaries and Affiliates ..........................................  12
      4.5    Securities Reports; Financial Statements. ............................  13
      4.6    Absence of Undisclosed Liabilities ...................................  14
      4.7    Absence of Certain Changes or Events .................................  14
      4.8    Legal Proceedings ....................................................  15
      4.9    Taxes. ...............................................................  15
      4.10   Title to Properties and Related Matters. .............................  16
      4.11   Licenses, Permits, Authorizations and Consents .......................  17
      4.12   Intellectual Property ................................................  17
      4.13   Employees. ...........................................................  18
      4.14   Benefit Plans. .......................................................  18
      4.15   Compliance with Applicable Law .......................................  21
      4.16   Minute Books, etc ....................................................  21
      4.17   Environmental Matters. ...............................................  21
      4.18   No Brokers or Finders ................................................  22
      4.19   Company Shareholders' Approval .......................................  22
      4.20   Opinion of Financial Advisor .........................................  22
      4.21   Disclosure Schedule ..................................................  22
      4.22   Contracts ............................................................  22
      4.23   Insurance ............................................................  23
      4.24   Related Party Transactions ...........................................  24
      4.25   Suppliers and Customers ..............................................  24
      4.26   Names and Locations ..................................................  24
      4.27   Officer and Directors; Bank Accounts .................................  24
      4.28   Board Recommendation .................................................  24
      4.29   No Misleading Statements .............................................  25
      4.30   Indebtedness .........................................................  25
      4.31   Expenses .............................................................  25
      4.32   Change in Control Payments ...........................................  25


                                       1



                               TABLE OF CONTENTS
                               -----------------



                                                                                   Page
                                                                                   ----
                                                                                
ARTICLE V Representations and Warranties of the Buyer .............................  25

      5.1    Corporate Organization ...............................................  25
      5.2    Authorization ........................................................  26
      5.3    Consents and Approvals; No Violations ................................  26
      5.4    Investment Purpose ...................................................  26
      5.5    No Brokers or Finders ................................................  26
      5.6    Financing ............................................................  26

ARTICLE VI Covenants ..............................................................  26

      6.1    Shareholders' Meeting; Board Recommendation; Proxy Statement .........  26
      6.2    Conduct of the Business of the Company Pending Closing ...............  27
      6.3    Non-Solicitation of Other Proposals ..................................  30
      6.4    Amendment of Articles of Incorporation and By-Laws; Voting Trust .....  31
      6.5    The Company's Policy on Redemptions of its Shares ....................  31
      6.6    Access to Personnel, Properties, Books and Records ...................  32
      6.7    Best Efforts. ........................................................  32
      6.8    Confidentiality ......................................................  33
      6.9    Contracts Honored ....................................................  33
      6.10   Directors' and Officers' Indemnification and Insurance. ..............  34
      6.11   Expenses. ............................................................  35
      6.12   Company's Buying Deposit Agreements ..................................  35

ARTICLE VII Conditions to the Obligations of the Buyer ............................  35

      7.1    Representations and Warranties True ..................................  35
      7.2    Performance ..........................................................  35
      7.3    Approvals, Permits, Etc. .............................................  36
      7.4    Delivery of Closing Documents ........................................  36
      7.5    Absence of Certain Events ............................................  36
      7.6    No Material Adverse Change ...........................................  36
      7.7    Consents .............................................................  36
      7.8    Dissenting Shareholders ..............................................  36
      7.9    Shareholders' Meeting ................................................  36
      7.10   Trademark Licenses ...................................................  36
      7.11   Non-Competition Agreements ...........................................  36
      7.12   Financing ............................................................  36
      7.13   Payoff Letters and Releases ..........................................  36

ARTICLE VIII Conditions to the Obligations of the Company .........................  37

      8.1    Representations and Warranties True ..................................  37
      8.2    Performance ..........................................................  37
      8.3    Approvals, Permits, Etc. .............................................  37
      8.4    Delivery of Closing Documents ........................................  37
      8.5    Absence of Certain Events ............................................  37
      8.6    Shareholders' Meeting; Certificate Holders' Meeting ..................  37

ARTICLE IX Termination ............................................................  37

      9.1    Termination ..........................................................  37
      9.2    Effect of Termination. ...............................................  38
      9.3    Superior Proposal. ...................................................  40


                                       2



                               TABLE OF CONTENTS
                               -----------------



                                                                                   Page
                                                                                   ----
                                                                                
ARTICLE X Miscellaneous Provisions ................................................  41

      10.1   Non-Survival of Representations and Warranties .......................  41
      10.2   Waiver of Compliance .................................................  41
      10.3   Notices ..............................................................  41
      10.4   Public Announcements .................................................  42
      10.5   Binding Effect; Assignment ...........................................  42
      10.6   No Third Party Beneficiary ...........................................  42
      10.7   Captions and Paragraph Headings; Rules of Construction ...............  42
      10.8   Entire Agreement; Modifications; Severability ........................  43
      10.9   Definition of Knowledge ..............................................  43
      10.10  Definition of Material Adverse Effect and Material Adverse Change ....  43
      10.11  Counterparts .........................................................  43
      10.12  Governing Law ........................................................  43
      10.13  Exclusive Jurisdiction ...............................................  43
      10.14  Waiver Of Jury Trial .................................................  43


                                       3




                            SHARE EXCHANGE AGREEMENT

     THIS SHARE EXCHANGE AGREEMENT (this "Agreement") is entered into this 8th
day of April, 2002, by and between Roundy's Acquisition Corp., a Delaware
corporation (the "Buyer"), and Roundy's, Inc., a Wisconsin corporation (the
"Company").

     WHEREAS, the Company is engaged in the business of the wholesale
distribution and retail sale of food, groceries, general merchandise and other
related goods and services related thereto; and

     WHEREAS, the respective Boards of Directors of the Company and Buyer have
approved a Share Exchange (as defined below) in accordance with the Wisconsin
Business Corporation Law ("WBCL"), upon the terms and subject to the conditions
set forth herein and in the Articles of Share Exchange attached hereto, as a
result of which the Buyer will acquire the Company and the shareholders of the
Company (other than shareholders who perfect dissenter's rights) will be
entitled to receive the consideration provided in this Agreement.

     NOW, THEREFORE, in consideration of the premises and the promises and
covenants herein contained, the parties hereto agree as follows:

                                   ARTICLE I
                                 Share Exchange

     1.1  Share Exchange.

          (a)  Subject to the terms and conditions of this Agreement and in
accordance with the WBCL, at the Effective Time (as defined in Section 1.2), the
Buyer and the Company shall consummate a share exchange (the "Share Exchange")
in which each share of the Company's Class A common stock, par value $1.25 per
share, and Class B common stock, par value $1.25 per share (collectively, the
"Company Common Stock"), actually issued and outstanding immediately prior to
the Effective Time (other than shares of Company Common Stock owned by Buyer or
any corporation or other entity in which the Buyer has any direct or indirect
equity or other ownership interest) (each a "Share" and collectively, the
"Shares") shall, except as provided in subsection (b) and Section 2.5 below, and
without any action on the part of the holder thereof, be converted into the
right to receive from Buyer the Per Share Amount (as defined below in Section
1.1(c)), net to the seller in cash and without any interest thereon, at the
times and upon the conditions set forth herein. Until surrendered and canceled,
each stock certificate (each a "Certificate") which, immediately prior to the
Effective Time, represented Shares, other than Treasury Shares (as defined
below), shall be deemed to represent only the right to receive, upon such
surrender, the consideration payable hereunder in respect of the Shares
represented by such Certificate, on the terms set forth herein. (Each holder of
record of a Certificate shall hereinafter be referred to as an "Eligible
Shareholder," and all of such Shares held by Eligible Shareholders shall be
referred to as "Eligible Shares.")

          (b)  Any share of Company Common Stock held as treasury stock other
than shares of Company Common Stock held by the Company's Subsidiaries
("Treasury Shares") at the Effective Time shall, by virtue of the Share
Exchange, be canceled without payment of any consideration therefor and without
any conversion thereof.

          (c)  "Per Share Amount" shall mean an amount equal to: (i) the sum of
the Purchase Price and the aggregate Strike Price (as defined in Section 2.4)
divided by (ii) the aggregate number of shares of the Company Common Stock
(other than Treasury Shares but including shares of Company Common Stock owned
by Buyer or any corporation or other entity in which the Buyer has any direct or
indirect equity or other ownership interest) as of the Effective Time, on a
fully diluted basis (including the Stock Option/SAR Shares (as defined in
Section 2.4)).

          (d)  "Purchase Price" shall mean an amount equal to Seven Hundred
Fifty Million Dollars ($750,000,000) less (i) the sum of (A) the Closing
Indebtedness Amount and (B) the aggregate amount of Expenses of the Company and
its Subsidiaries, plus (ii) the lesser of (A) the amount of income tax savings
by the Company attributable to the tax deductions to which the Company will be
entitled as a result of the payments made in respect

                                       4



of the Stock Options and SARs under Section 2.4 hereof and (B) Nine Million Five
Hundred Thousand Dollars ($9,500,000) (the "Options Tax Benefit").

          (e)  "Closing Indebtedness Amount" shall mean the amount of the
outstanding balance of Indebtedness of the Company and its Subsidiaries as of
the date determined in accordance with Section 1.1(h) below; provided that for
purposes of such calculation, all interest, prepayment penalties, premiums, fees
and expenses (if any) which would be payable if such Indebtedness was paid in
full at the Closing shall be treated as Indebtedness.

          (f)  Solely for purposes of this Section 1.1 and Sections 6.2(b) and
7.13, "Indebtedness" shall mean at a particular time the sum of the following,
without duplication, (determined on a consolidated basis with respect to the
Company and its Subsidiaries): (i) any indebtedness for borrowed money or issued
in substitution for or exchange of indebtedness for borrowed money, (ii) any
indebtedness evidenced by any note, bond, debenture or other debt security,
(iii) any indebtedness for the deferred purchase price of property or services
(other than trade payables and other current liabilities incurred in the
ordinary course of business), (iv) obligations under capitalized leases (as
defined, and in the amount recordable as a liability, in accordance with GAAP),
(v) any indebtedness (other than trade payables and other current liabilities
incurred in the ordinary course of business) secured by any Lien (as defined in
Section 1.1(i) below) on the Company's or a Subsidiary's assets, (vi) any cash,
book or bank account overdrafts (other than those incurred in the ordinary
course of business consistent with past practice and custom), and (vii) any
accrued interest payable on the foregoing.

     On the basis of the Company's Financial Statements as of the end of its
2001 fiscal year, the amount of "Indebtedness" determined under the foregoing
definition is $235,717,945, determined in the manner set forth on Exhibit A
hereto. The Closing Indebtedness Amount will be determined in a manner
consistent with the determination set forth on Exhibit A.

          (g)  For purposes of this Agreement, "Person" or "person" shall mean
an individual, a partnership, a corporation, a limited liability company, an
association, a joint stock company, a trust, an estate, a joint venture, an
unincorporated organization and a governmental entity or any department, agency
or political subdivision thereof.

          (h)  The dollar amount of the "Closing Indebtedness Amount" will be
determined by mutual agreement of the Buyer and the Company based on the books
of the Company as of a date mutually agreed upon by the Buyer and the Company,
prior to but as close as practicable to the Closing Date (the "Determination
Date"). "Net Expenses" will be determined based on amounts incurred through the
Determination Date, together with the parties' mutual good faith estimate of
amounts to be incurred after the Determination Date. The "Options Tax Benefit"
will be deemed to equal to forty and one hundred thirty-five one-thousandths
percent (40.135%) of the aggregate Stock Option/SAR Amount payable under Section
2.4 below. Amounts determined pursuant to the provisions of this Section 1.1(h)
will be used in determining the Purchase Price for purposes of the Closing, and
will be final and conclusive for all purposes hereunder.

          (i)  For purposes of this Agreement, "Lien" shall mean any lien,
claim, pledge, security interest, mortgage or charge of any kind, including,
without limitation, any conditional sale or other title retention agreement (or
lease in the nature thereof), any filing or agreement to file a financing
statement as debtor under the applicable Uniform Commercial Code or any similar
statute other than to reflect ownership by a third party of property leased to
the Company or any of its Subsidiaries under a lease which is not in the nature
of a conditional sale or title retention agreement, or any subordination
arrangement in favor of another Person (other than any subordination arising in
the ordinary course of business).

     1.2  Effective Time. As promptly as practicable after the satisfaction or,
if permissible, waiver of the conditions set forth in Articles VII and VIII, the
parties hereto shall cause the Share Exchange to be consummated by filing
articles of share exchange (the "Articles of Share Exchange") with the
Department of Financial Institutions of the State of Wisconsin (the "DFI") in
such form as required by, and executed in accordance with the relevant
provisions of, the WBCL (the date and time of such filing is referred to herein
as the "Effective Time").

                                       5



     1.3  Effect of Share Exchange. Upon consummation of the Share Exchange, the
Shares will be exchanged as provided in this Agreement, and the Eligible
Shareholders shall be entitled only to the Per Share Amount relating to their
Shares or their rights under Sections 180.1301 to 180.1331 of the WBCL.

                                   ARTICLE II
        Payment for Shares; Treatment of Stock Options; Dissenters Rights

     2.1  Payment Agent.

          (a)  Firstar Bank, N.A. shall serve as the agent (the "Payment Agent")
for the purpose of effecting disbursement of the amounts payable to Eligible
Shareholders in exchange for their Shares hereunder. At the Effective Time,
Buyer shall deposit or cause to be deposited with the Payment Agent for the
benefit of the Eligible Shareholders, the funds necessary to make the payments
to the Eligible Shareholders contemplated by Section 1.1 (the "Payment Fund").
The Payment Agent shall hold the Payment Fund for the exclusive benefit of the
Eligible Shareholders and shall disburse the Per Share Amount to the Eligible
Shareholders in accordance with this Article II. The Payment Fund shall not be
used for any other purpose.

          (b)  The Payment Agent shall invest the Payment Fund as directed by
Buyer in obligations of, or guaranteed by, the United States of America, in
commercial paper obligations rated A-1 or P-1 or better by Moody's Investor
Services or Standard & Poor's Corporation, respectively, or in certificates of
deposit, bank repurchase agreements or bankers' acceptances of commercial banks
with capital exceeding $200 million, in each case with maturities not exceeding
seven days. Buyer shall cause the Payment Fund to be promptly replenished to the
extent of any losses incurred as a result of the aforementioned investments. All
earnings thereon shall inure to the benefit of Buyer. If for any reason
(including losses) the Payment Fund is inadequate to pay the amounts to which
holders of Shares shall be entitled under this Agreement, Buyer shall in any
event be liable for payment thereof. The Payment Fund shall not be used for any
purpose except as expressly provided in this Agreement.

     2.2  Exchange Procedures

          (a)  Within three (3) business days after the Effective Time, the
Company shall deliver to the Payment Agent a list setting forth the name and
mailing address (as the same shall appear on the Company's stock transfer books)
of each Eligible Shareholder, the number of Shares held by such Eligible
Shareholder, the name and mailing address of each Dissenting Shareholder (as
hereinafter defined), if any, and the number of Dissenting Shares (as
hereinafter defined) held by each Dissenting Shareholder (the "Eligible
Shareholder List").

          (b)  Within three (3) business days after its receipt of the Eligible
Shareholder List, the Payment Agent shall mail, by first-class United States
mail, to each person on the Eligible Shareholder List at the mailing address set
forth thereon, a letter of transmittal containing instructions on how to effect
a surrender of Certificates, or in the event that such person has lost such
Certificate, instructions for delivery of an affidavit of loss, stating that the
holder of a Certificate has lost such Certificate, together with the posting of
a bond (with a bond agency acceptable to the Buyer) relating to any loss, damage
or other expense resulting from a third party having a claim to such Certificate
or the shares of stock underlying such Certificate ("Affidavit").

          (c)  Upon surrender of a Certificate (or delivery of an Affidavit, as
the case may be), together with such letter of transmittal, duly executed, the
Payment Agent shall promptly issue to the person surrendering such Certificate
(or delivering such Affidavit) payment of the Per Share Amount represented by
such Certificate (or Affidavit). Absolutely no interest shall be paid or accrued
on the Per Share Amount payable upon the surrender of any Certificate.

          (d)  If payment is to be made to a person other than the person in
whose name the Certificate surrendered in exchange therefor is registered, it
shall be a condition of payment of the Eligible Shareholder's Per Share Amount
that the Certificate so surrendered (or Affidavit so delivered) be properly
endorsed or accompanied by appropriate stock powers, in either case signed
exactly as the name of the record holder appears on such Certificate, with
signature guaranteed, and is otherwise in proper form for transfer, and that the
person requesting such payment shall pay any transfer or other taxes required by
law as a result of such payment to a person other than

                                       6



the record holder of the Certificate surrendered, or shall establish to the
Payment Agent's satisfaction that such tax has been paid or is not applicable.

          (e)  None of the Payment Agent, the Company, or Buyer shall be liable
to any former holder of Company Common Stock for any cash or other payment
delivered to a public official pursuant to any abandoned property, escheat or
similar laws.

          (f)  The Payment Agent shall provide each Eligible Shareholder with
an appropriate blank certificate that such Eligible Shareholder can use to
certify that such Eligible Shareholder is not subject to "backup withholding"
under the Code. Unless the Payment Agent receives such certification, the
Payment Agent shall be entitled to deduct and withhold from the disbursement of
any moneys to any Eligible Shareholder under this Section 2.2 such amounts as
the Company is required to deduct and withhold with respect to the making of the
payment of any withholding tax payments under the Internal Revenue Code of 1986,
as amended (the "Code"), or under any provision of state, local or foreign tax
law. To the extent that amounts are so withheld by the Payment Agent, such
withheld amounts shall be treated for all purposes of this Agreement as having
been paid to the Eligible Shareholder in satisfaction of this Agreement.

          (g)  No interest will be paid or accrued on any amounts payable to any
Eligible Shareholder hereunder.

          (h)  Any portion of the Payment Fund made available to the Payment
Agent which remains unclaimed by the former shareholders of the Company for one
year after the Effective Time shall be delivered to Buyer, upon demand of Buyer,
and any former shareholders of the Company shall thereafter look only to Buyer
for payment of the Per Share Amount to which they are entitled.

     2.3  Stock Transfer Books. At the Effective Time, the stock transfer books
of the Company shall be closed and there shall be no further registration of
transfers of Shares thereafter on the records of the Company. From and after the
Effective Time, the holders of Certificates shall cease to have any rights with
respect to such Shares except as otherwise provided herein or by law. Each
Certificate presented to the Company for transfer after the Effective Time shall
represent only the right of the transferee to receive the Per Share Amount
allocable to the Shares represented by any Certificate so presented, in the
amounts, at the times, and upon the conditions set forth in this Agreement.

     2.4  Treatment of Stock Options and Stock Appreciation Rights. At the
Closing, each outstanding option and stock appreciation right issued pursuant to
the option plans of the Company (each, a "Stock Option" or "SAR"), whether or
not then exercisable, shall be exchanged for, and the holder thereof shall be
entitled to receive upon surrender of the Option or SAR for cancellation, a lump
sum cash payment (the "Stock Option/SAR Amount"), subject to any applicable
withholding tax, equal to the product of (i) the excess, if any, of the Per
Share Amount over the per share exercise price of each such Stock Option or, as
applicable, the per share base price of such SAR; times (ii) the number of
shares of Company Common Stock then issuable upon exercise of such Stock Option
or in respect of which the Company is obligated to make payment under such SAR
(the "Stock Option/SAR Shares"). "Strike Price" shall mean the exercise price of
each Stock Option and the per share base price of an SAR, in each case only if
the exercise price or the per share base price, as the case may be, is less than
the Per Share Amount. Each holder of record of a Stock Option or SAR shall
hereinafter be referred to as an "Option/SAR Holder." Amounts so payable to
Option/SAR Holders shall be paid at the Closing on the Closing Date, or as soon
thereafter as such Option/SAR Holder has duly surrendered his or her Options or
SARs for cancellation. Upon receipt of the Stock Option/SAR Amount, the Stock
Option or SAR shall be canceled. The surrender of a Stock Option or SAR to the
Company in exchange for the Stock Option/SAR Amount shall be deemed a release of
any and all rights the holder had or may have had in respect of such Option or
SAR. Prior to the Effective Time, the Company shall obtain all necessary
consents or releases from Option/SAR Holders under the Option Plans and take all
such other lawful action as may be necessary to give effect to the transactions
contemplated by this Section 2.4. The Option Plans shall terminate as of the
Effective Time, and the provisions in any other plan, program or arrangement
providing for the issuance or grant of any other interest in respect of the
capital stock of the Company or any Subsidiary thereof shall be canceled as of
the Effective Time. Prior to the Effective Time, the Company shall take all
action necessary to (i) ensure that, following the Effective Time, no
participant in the Option Plans or any

                                       7



other plans, programs or arrangements shall have any right thereunder to acquire
equity securities of the Company or any Subsidiary thereof and (ii) terminate
all such plans, programs and arrangements.

     2.5  Dissenting Shares. Notwithstanding anything in this Agreement to the
contrary, Shares outstanding immediately prior to the Effective Time and held by
a holder ("Dissenting Shareholder") who has not voted in favor of the Share
Exchange and who has demanded payment for such Shares in accordance with
Sections 180.1301 to 180.1331 of the WBCL ("Dissenting Shares") shall not be
converted into the right to receive the Per Share Amount, unless and until such
holder fails to perfect or withdraws or otherwise loses his or her right to
dissent and demand payment under the WBCL. If, after the Effective Time, any
such holder fails to perfect or withdraws or loses his or her right to demand
payment, then such Shares shall no longer be Dissenting Shares and they shall
thereupon be treated as if they had been converted as of the Effective Time into
the right to receive the Per Share Amount, if any, to which such holder is
entitled, without interest or dividends thereon. The Company shall give Buyer
prompt notice of any demands received by the Company for payment of Dissenting
Shares and, prior to the Effective Time, Buyer shall have the right to
participate in all negotiations and proceedings with respect to such demands.
Prior to the Effective Time, the Company shall not, except with the prior
written consent of Buyer, make any payment with respect to, settle or offer to
settle, any such demands. From time to time at or after the Effective Time,
Buyer shall take all lawful action necessary to make the appropriate cash
payments, if any, to holders of Dissenting Shares. Prior to the Effective time,
Buyer shall enter into appropriate commercial arrangements to ensure
effectuation of the immediately preceding sentence, it being understood that the
deposit by the Buyer of the Payment Fund in accordance with Section 2.1(a) shall
fully satisfy such obligation.

                                  ARTICLE III
                           Closing; Closing Deliveries

     3.1  Time and Place of Closing. The closing of the transactions
contemplated hereby (the "Closing") shall take place at the offices of Whyte
Hirschboeck Dudek S.C., on a date selected by the parties as soon as practical
after the satisfaction or, if permissible, waiver of the conditions set forth in
Articles VII and VIII (the "Closing Date"), and shall become effective for all
purposes at the Effective Time as provided in Section 1.2.

     3.2  Deliveries.

          (a)  Deliveries by the Company. The Company shall deliver or cause to
be delivered to the Buyer at the Closing the following:

               (i)    a certificate, dated as of the Closing Date and executed
     by the President and Chief Financial Officer of the Company (in his or her
     capacity as such), respectively, to the effect that: (A) all of the
     representations and warranties of the Company contained in this Agreement
     (including, without limitation, the Disclosure Schedule hereto) are true
     and correct on the Closing Date as though such representations and
     warranties were made on such date, except where the failure of such
     representations and warranties to be true and correct shall not, in the
     aggregate, be material to the business, financial condition, results of
     operations or prospects of the Company and the Subsidiaries, taken as a
     whole, it being understood, that for purposes of such certificate, each of
     the representations and warranties of the Company contained in this
     Agreement which is qualified in any respect by a separate standard of
     materiality or by reference to Material Adverse Effect shall be deemed to
     be made without giving effect to any of such separate qualifications; and
     (B) the Company has performed and complied in all material respects (except
     that where any statement in a covenant is qualified by a standard of
     materiality, such statement, as so qualified, shall have been complied with
     in all respects) with all covenants, conditions and obligations under this
     Agreement which are required to be performed or complied with by it on or
     prior to the Closing Date;

               (ii)   a certified copy of the Articles of Incorporation and
     By-Laws of the Company;

               (iii)  all minute books, stock books, stock transfer records,
     corporate seals and other corporate and shareholder records of the Company
     and each Subsidiary (as hereinafter defined);

                                       8



               (iv)   letters of resignation, dated as of the Closing Date, of
     all of the directors and officers of the Company and the Subsidiaries,
     except as Buyer may otherwise direct (provided, that such resignations
     shall be without prejudice to any contractual rights any of such officers
     may have against the Company, under the contracts and agreements referred
     to in Section 6.9 and under any of the Company's Stock Option Agreements,
     Stock Appreciation Rights Agreements or the Company's 1991 Stock Incentive
     Plan (collectively, the "Option Plans"));

               (v)    a written opinion of Whyte Hirschboeck Dudek S.C., counsel
     for the Company, dated the Closing Date, in a form reasonably satisfactory
     to the Buyer's counsel;

               (vi)   a copy, certified as of the Closing Date by the Secretary
     of the Company, of the resolutions of the board of directors and
     shareholders of the Company authorizing the execution, delivery and
     performance of this Agreement by the Company;

               (vii)  evidence of the effectiveness of the amendments to the
     Company Articles and Company By-Laws contemplated by Section 6.4 (provided,
     that such effectiveness may be conditioned on the effectiveness of the
     Share Exchange);

               (viii) executed counterparts of the following agreements:

                      (A)  Articles of Share Exchange and a Short-Form Plan of
               Share Exchange, in a form mutually acceptable to the Buyer and
               the Company; and

                      (B)  Payment Agent Agreement entered into by and among the
               Buyer and the Company and the Payment Agent, in a form mutually
               acceptable to the Buyer and the Company;

               (ix)   certificates of status issued by the Wisconsin Department
     of Financial Institutions and the appropriate agency of the state or other
     jurisdiction in which each Subsidiary (as defined in Section 4.4) is
     organized, dated within twenty (20) business days of the Closing Date,
     certifying that the Company and each Subsidiary is a corporation organized
     and existing under the laws of the such state and is in good standing (or,
     in the case of any Wisconsin domestic corporation, is current in the filing
     of its annual reports as required under the WBCL);

               (x)    evidence, reasonably satisfactory to the Buyer, as to the
     termination of all shareholder agreements, voting trust agreements, nominee
     arrangements, options, warrants, rights or other privileges with respect to
     any shares of the Company's capital stock, if any, other than the "Stock
     Options";

               (xi)   all executed written consents of third parties to the
     Share Exchange contemplated hereunder which may be required pursuant to any
     agreement or arrangement to which the Company, any Subsidiary or any
     shareholder is a party.

               (xii)  (A) the Company shall have obtained, in preparation for
     the Closing, at the Company's own cost and expense, and shall have
     delivered to the Buyer, a commitment for an ALTA Owners Policy of Title
     Insurance (the "Title Commitments") for each Owned Real Property (as
     defined in Section 4.10 herein), issued by a title insurer reasonably
     satisfactory to the Buyer (the "Title Insurer"), in such amount as the
     Buyer reasonably determines to be the fair market value (including all
     improvements thereon), insuring the Buyer's interest in such parcel as of
     the Closing, subject only to the Permitted Liens (as defined in Section
     4.10 herein). The Company shall deliver at the time of delivery of the
     Title Commitments, copies of all documents of record referred to therein.
     The Company will provide the Buyer with title insurance policies ("Title
     Policies") on or before the Closing, from the Title Insurer based upon the
     Title Commitments. The Company will deliver to the Title Insurer all
     affidavits, undertakings and other title clearance documents necessary to
     issue the Title Policies and endorsements thereto. Each such Title Policy
     will be dated as of the date of closing and insure title to the applicable
     parcels of real estate and all recorded easements benefiting such parcels,
     subject only to Permitted Liens, and further contain (to the

                                       9



     extent available in the state in which the Owned Real Property is located):
     (1) an "extended coverage endorsement" insuring over the general exceptions
     contained customarily in such policies, (2) an ALTA Zoning Endorsement 3.1,
     with parking (or equivalent), (3) an endorsement insuring that the parcel
     described in such Title Policy is the parcel shown on the survey delivered
     with respect to such parcel and a survey accuracy endorsement, (4) an
     endorsement insuring that each street adjacent to such parcel is a public
     street and that there is direct and unencumbered pedestrian and vehicular
     access to such street from such parcel, (5) if the real estate covered by
     such policy consists of more than one record parcel, a "contiguity"
     endorsement insuring that all of the record parcels are contiguous to one
     another, (6) a tax number endorsement and (7) such other endorsements as
     the Buyer and the Buyer's lender may reasonably request; and (B) the
     Company shall have procured, at its own cost and expense, in preparation
     for the Closing, and shall have delivered to the Buyer, current surveys of
     the Owned Real Property ("Surveys"), prepared by a licensed surveyor,
     satisfactory to the Buyer, and conforming to 1999 ALTA/ACSM Minimum Detail
     Requirements for Urban Land Title Surveys, and such standards as the Title
     Insurer may require as a condition to the removal of any survey exceptions
     from the Title Policy, and certified to the Buyer, the Buyer's lender and
     the Title Insurer, within 30 days of the Closing Date, in a form
     satisfactory to such parties;

               (xiii) executed estoppel certificates from the landlords under
     all the Real Property Leases (as defined in Section 4.10 herein) and, to
     the extent a Real Property Lease has been subleased to a third party that
     is not a Subsidiary, an estoppel certificate from such subtenant. Each such
     estoppel certificate shall represent and warrant to the same facts and
     conditions set forth in Section 4.10(b) of this Agreement;

               (xiv)  to the extent required by the Buyer's lender, an executed
     landlord lien waiver and access agreement, or landlord consent to a
     collateral assignment of lease or leasehold mortgage, with respect to those
     Real Property Leases identified by Buyer's lender;

               (xv)   an affidavit dated as of the Closing and in form and
     substance required under the Treasury Regulations issued pursuant to
     Section 1445 of the Code so that Buyer is exempt from withholding any
     portion of the Purchase Price as required thereunder; and

               (xvi)  such other duly executed documents and certificates as may
     be reasonably requested by the Buyer.

          (b)  Deliveries by the Buyer. The Buyer shall deliver to the Company
or the Payment Agent, or to such other persons as are entitled to such
deliveries under this Agreement, as applicable, at the Closing the following:

               (i)    delivery of the Payment Fund in accordance with the
     provisions of Article II;

               (ii)   payment of the Option/SAR Amounts to each Option/SAR
     Holder contemplated by Section 2.4, upon delivery by such Option/SAR Holder
     of such holder's Stock Option or SAR for cancellation;

               (iii)  a certificate, dated as of the Closing Date and executed
     by a President or a Vice-President of the Buyer, on behalf of the Buyer, to
     the effect that: (A) each of the representations and warranties of the
     Buyer made under Article V hereof is true and correct in all material
     respects (except that where any statement in a representation or warranty
     is qualified by a standard of materiality, such statement, as so qualified,
     shall not be untrue in any respect) on the Closing Date as though such
     representations and warranties were made on such date and (B) the Buyer has
     performed and complied in all material respects (except that where any
     statement in a covenant is qualified by a standard of materiality, such
     statement, as so qualified, shall have been complied with in all respects)
     with all

                                       10



     covenants and obligations under this Agreement which are to be performed or
     complied with by it on or prior to the Closing Date;

               (iv)   the written opinion of Kirkland & Ellis, special counsel
     for the Buyer, dated the Closing Date, in a form reasonably satisfactory to
     the Company's counsel;

               (v)    a copy, certified as of the Closing Date by a proper
     officer of the Buyer, of the resolutions of the Board of Directors of the
     Buyer authorizing the execution, delivery and performance of this Agreement
     by the Buyer;

               (vi)   executed counterparts of each of the agreements specified
     in Section 3.2(a)(viii) above to which the Buyer is a party; and

               (vii)  such other duly executed documents and certificates as may
     be reasonably requested by the Company.

                                   ARTICLE IV
                  Representations and Warranties of the Company

     The Company makes the representations and warranties set forth in this
Article IV, each of which is true and correct as of the date hereof.

     4.1  Corporate Organization. The Company is a corporation duly organized
and validly existing under the laws of the State of Wisconsin. The Company is
current in all filings necessary to maintain its corporate existence under
Wisconsin law and no proceedings have been filed or are pending for its
dissolution or winding up. The Company has all requisite corporate power and
authority to own, lease and operate the properties and assets it now owns,
leases or operates and to carry on its business as presently conducted or
presently proposed to be conducted. The Company is duly qualified to do business
as a foreign corporation in Illinois, Indiana, Michigan and Ohio and is not
required to be so qualified as a foreign corporation in any other jurisdiction,
except where the failure to be so qualified would not have a Material Adverse
Effect (as defined in Section 10.10). The Company has, upon or prior to
execution of this Agreement, delivered to the Buyer complete and correct copies
of its Articles of Incorporation, as amended to date, and By-Laws, as amended to
date. Neither the Articles of Incorporation nor the By-Laws of the Company have
been amended since their delivery to Buyer, nor has any action been taken for
the purpose of effecting any amendment of such instruments.

     4.2  Authorization; No Violations.

          (a)  The Company has all requisite corporate power and authority to
execute and deliver this Agreement and, subject to the terms and conditions
hereof (including the amendments to its Articles of Incorporation and By-Laws
contemplated by Section 6.4 hereof (the "Amendments")), to consummate the
transactions contemplated hereby (provided that the Share Exchange is subject to
approval by the shareholders of the Company). The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly and validly authorized by the Board of Directors of the Company and, except
for the Amendments, no other corporate proceedings on the part of the Company
are necessary to authorize this Agreement or to consummate the transactions so
contemplated (other than the Share Exchange, which is subject to the approval of
the shareholders of the Company). This Agreement has been duly and validly
executed and delivered by the Company and, assuming this Agreement constitutes a
valid and binding obligation of Buyer, this Agreement constitutes a valid and
binding agreement of the Company, enforceable against the Company in accordance
with its terms, except that such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights and the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought. The Company is not in default under or in violation of any
provision of its Articles of Incorporation or By-Laws.

                                       11



          (b)  Except as set forth in Section 4.2(b) of the disclosure schedule
attached hereto (the "Disclosure Schedule"), the execution, delivery and
performance of this Agreement by the Company and the consummation of the
transactions contemplated hereby will not: (i) assuming the Amendments have
become effective, violate or conflict with any provision of the charter
documents of the Company or any Subsidiary (as defined in Section 4.4); (ii)
violate or (whether immediately or with the lapse of time or the giving of
notice or both) constitute an event of default under or an event which would
give rise to any right of termination, cancellation, modification, acceleration
or foreclosure under, or require any consent of or the giving of any notice to
any third party under, any note, bond, indenture, credit facility, mortgage,
security agreement, material lease, material license, material franchise,
material permit or other material agreement, instrument or obligation to which
the Company or any Subsidiary is a party , or by which the Company or any
Subsidiary or any of their properties or assets may be bound, or give rise to
the creation of any lien, claim, pledge, security interest, mortgage, equity,
right of first refusal, options, contractual commitment, conditional sales
contract, reservation, restriction, charge, or encumbrance of any nature
whatsoever (each an "Encumbrance") upon the capital stock of the Company or upon
the properties or assets of the Company or any Subsidiary; (iii) violate or
conflict with any law, statute, rule, regulation, ordinance, code, judgment,
order, writ, injunction, decree or other requirement of any court or of any
governmental body or agency thereof applicable to the Company or any Subsidiary
or by which any of their properties or assets may be bound; or (iv) require any
registration or filing by the Company, the Subsidiaries or any shareholders of
the Company with, or any permit, license, exemption, consent, authorization or
approval of, or the giving of any notice by the Company, any Subsidiary or any
of shareholders of the Company to, any governmental or regulatory body, agency
or authority, other than the HSR Filings (as defined in Section 7.3) and the
filing of Articles of Share Exchange (as defined in Section 1.2).

     4.3  Capitalization of the Company. The authorized capital stock of the
Company consists of 60,000 shares of Class A common stock, par value $1.25 per
share and 2,400,000 shares of Class B common stock, par value $1.25 per share.
As of the date of this Agreement, (a) 9,900 shares of Class A common stock are
issued and outstanding, and 1,045,749 shares of Class B common stock are issued
and outstanding, all of which are duly authorized, validly issued, fully paid
and non-assessable, except as provided by Section 180.0622(2)(b) of the WBCL
(such section, including judicial interpretations thereof and of Section
180.40(6), its predecessor statute, are referred to herein as "Section
180.0622(2)(b) of the WBCL"), and were not issued in violation of any preemptive
right of any Company shareholder, (b) 145,615 shares of Company Common Stock are
held in the treasury of the Company or owned by Subsidiaries (as defined in
Section 4.4), and (c) 100,000 shares of Company Common Stock are reserved for
future issuance under the Option Plans. All of the issued and outstanding shares
of the Company Common Stock are held of record and beneficially owned by the
Persons and by each such Person in the amount specified for such Person as set
forth on Section 4.3 of the Disclosure Schedule, and are owned of record and
beneficially by such respective Persons. Except as set forth in clause (c)
above, in the Voting Trust (as defined in Section 6.4(c)) and in the Company's
Policy Regarding Issuance and Sales of Roundy's, Inc. Stock and its Redemption
Policy (as defined in Section 6.5) (as set forth in the Company SEC Reports (as
defined in Section 4.5)), there are no options, warrants or other rights,
agreements, arrangements or commitments of any character pursuant to which the
Company or any Subsidiary is a party, including without limitation voting
agreements or arrangements, relating to the issued or unissued capital stock of
the Company or any Subsidiary or obligating the Company or any Subsidiary to
issue, sell or otherwise cause to become outstanding any shares of capital stock
of, or other equity interests in, the Company or any Subsidiary. Other than the
Stock Redemption Policy, there are no obligations, contingent or otherwise, of
the Company to repurchase, redeem or otherwise acquire any shares of Company
Common Stock or to provide funds to or make any investment (in the form of a
loan, capital contribution or otherwise) in any Subsidiary or any other entity,
except for loan commitments and other funding obligations entered into in the
ordinary course of business. Section 4.3 of the Disclosure Schedule sets forth,
with respect to each Stock Option and SAR, the name of each Option/SAR Holder,
the number of Stock Options and/or SARs held by such Option/SAR Holder, the date
on which each Stock Option or SAR was granted, and the exercise price of each
Stock Option and/or base price of each SAR, as applicable.

     4.4  Subsidiaries and Affiliates. Section 4.4 of the Disclosure Schedule
sets forth the name, jurisdiction of organization, capitalization, ownership,
officers and directors of each corporation or other entity in which the Company
has any direct or indirect equity interest or other ownership interest
("Subsidiary") and the jurisdictions, if any, in which each Subsidiary is
qualified or licensed to do business as a foreign corporation. Section 4.4 of
the Disclosure Schedule also describes in reasonable detail the business of and
assets (including material intangible assets) owned by each Subsidiary. Except
as set forth on Section 4.4 of the Disclosure Schedule,

                                       12



the Company or another Subsidiary owns 100% of the issued and outstanding shares
of all classes of capital stock of each Subsidiary. All of the outstanding
shares of capital stock of each Subsidiary owned by the Company or another
Subsidiary are free and clear of any Encumbrance, except as provided in Section
180.0622(2)(b) of the WBCL, and are duly authorized, validly issued, fully paid
and nonassessable. There are no outstanding or authorized options, warrants,
conversion privileges or any other rights, agreements, arrangements or
understandings (including, without limitation, rights of first refusal) with
respect to any shares of capital stock of any Subsidiary. There are no stock
appreciation, phantom stock, profit participation, or similar rights with
respect to any Subsidiary. There are no voting trusts, proxies, or other
agreements or understandings with respect to the voting of any capital stock of
any Subsidiary. Each Subsidiary (i) is duly organized, validly existing and in
good standing under the laws of its state of organization, (ii) is current in
all filings necessary to maintain its existence under such law and no
proceedings have been filed or are pending for its dissolution or winding up,
(iii) has all requisite power and authority to own, lease and operate the
properties and assets it now owns, leases or operates and to carry on its
business as presently conducted or presently proposed to be conducted, and (iv)
is duly qualified to transact business as a foreign corporation in each
jurisdiction listed in Section 4.4 of the Disclosure Schedule and is not
required to be qualified to transact business as a foreign entity in any
jurisdiction other than the jurisdictions listed in Section 4.4 of the
Disclosure Schedule and such other jurisdictions wherein the failure to be so
qualified would not have a Material Adverse Effect. The Company has, upon or
prior to the execution of this Agreement, delivered to the Buyer complete and
correct copies of the Articles of Incorporation or Articles of Organization, as
amended to date, and By-Laws, as amended to date, of each Subsidiary. Neither
the Articles of Incorporation nor the Articles of Organization nor the By-Laws
of any Subsidiary have been amended since their delivery to Buyer, nor has any
action been taken for the purpose of effecting any amendment of such
instruments. None of the Subsidiaries is in default under or in violation of any
provision of its charter or bylaws.

     4.5  Securities Reports; Financial Statements.

          (a)  The Company and each Subsidiary have filed all forms, reports and
documents required to be filed with:

               (i)    the Securities and Exchange Commission (the "SEC") since
     January 1, 1997, and as of the date of this Agreement the Company has
     delivered to the Buyer (A) its Annual Reports on Form 10-K for the fiscal
     years ended January 1, 2000, December 30, 2000 and December 29, 2001,
     respectively, (B) all Current Reports on Form 8-K filed by the Company with
     the SEC since January 1, 2000, (C) all other reports or registration
     statements (other than Quarterly Reports on Form 10-Q) filed by the Company
     with the SEC since January 1, 2000 and (D) all amendments and supplements
     to all such reports and registration statements filed by the Company with
     the SEC since January 1, 2000 (collectively, the "Company SEC Reports");
     and

               (ii)   any other applicable federal or state securities
     authorities (all such reports and statements are collectively referred to
     with the Company SEC Reports as the "Company Reports"). The Company
     Reports, including all Company Reports filed after the date of this
     Agreement, (x) were or will be prepared in all material respects in
     accordance with the requirements of the Securities Act of 1933, as amended
     (the "Securities Act"), or the Securities Exchange Act of 1934, as amended
     (the "Exchange Act") and (y) did not at the time they were filed, or will
     not at the time they are filed, contain any untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary in order to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.

          (b)  Each of the consolidated financial statements (including, in each
case, any related notes thereto) contained in the Company SEC Reports, including
any Company SEC Reports filed since the date of this Agreement and prior to or
on the Effective Time (collectively, the "Financial Statements"), complied in
all material respects with the published rules and regulations of the SEC with
respect thereto, were prepared in accordance with generally accepted accounting
principals ("GAAP") applied on a consistent basis throughout the periods
involved (except as may be indicated in the notes thereto) and each fairly
presents in accordance with applicable requirements of GAAP the consolidated
financial position of the Company and the Subsidiaries as of the respective
dates thereof and the consolidated results of its operations and changes in
financial position for the periods indicated, except that (i) any unaudited
interim financial statements were or are subject to normal and recurring
year-end adjustments

                                       13



(none of which will be material, either individually or in the aggregate) and
footnotes and (ii) no representation is made with regard to the Company's
compliance with the provisions of SFAS 142 relating to charges for impairment of
goodwill or other intangible assets.

     4.6  Absence of Undisclosed Liabilities. Except as specifically and
individually set forth in Section 4.6 of the Disclosure Schedule or other
section of the Disclosure Schedule (specific reference to which shall be made in
Section 4.6 of the Disclosure Schedule), the Company and the Subsidiaries do not
have any material liabilities (whether known, unknown, absolute, accrued,
contingent or otherwise), except (i) to the extent fully and adequately accrued,
reflected or reserved against in the most recent audited Financial Statements;
(ii) obligations under executory contracts entered into in the ordinary course
of business which are disclosed on Section 4.22 of the Disclosure Schedule;
(iii) liabilities incurred in the ordinary course of business since the date of
the most recent audited Financial Statements, none of which relates to (a)
breach of contract (other than customer write-offs, discounts or adjustments in
the ordinary course of business consistent with past custom and practice), (b)
breach of warranty, (c) tort, (d) infringement, (e) violation of law, (f) any
action, suit or proceeding (including, without limitation, any proceeding in
eminent domain or other similar proceeding affecting any portion of any Real
Property) or (g) any writ, injunction, decree, order, judgment or litigation
affecting the ownership, lease, occupancy or operation of any Real Property;
(iv) liabilities and contingencies relating to any of the litigation and
proceedings disclosed on Section 4.8 of the Disclosure Schedule; and (v)
liabilities under this Agreement.

     4.7  Absence of Certain Changes or Events. Except as set forth in Section
4.7 of the Disclosure Schedule, since December 29, 2001 the Company and the
Subsidiaries have carried on their businesses in the ordinary course and
consistent with past practice and have not suffered or experienced any Material
Adverse Change (as defined in Section 10.10), and no event or events has or have
occurred that (either individually or in the aggregate) has had, or could have,
a Material Adverse Effect on the Company or any of its Subsidiaries. Except as
set forth in Section 4.7 of the Disclosure Schedule, or as expressly
contemplated by this Agreement, since December 29, 2001 the Company and the
Subsidiaries have not:

          (a)  incurred any material obligation or liability for borrowed money
(other than advances under existing credit facilities in the ordinary course of
business and consistent with past practice), nor guaranteed, or agreed to act as
surety, indemnitor, co-signer or accommodation party for, any indebtedness,
liability or obligation of any third party, except in the ordinary course of
business and consistent with past practice;

          (b)  suffered any damage, destruction or loss, whether or not covered
by insurance, affecting their properties, assets or business, exceeding $250,000
individually or $500,000 in the aggregate;

          (c)  mortgaged, pledged or subjected to any Encumbrance any material
portion of their assets, tangible or intangible, except in the ordinary course
of business and consistent with past practice;

          (d)  made any material change in any accounting principle or practice
or in their method of applying any such principle or practice, except as
disclosed in the most recent audited Financial Statements;

          (e)  issued any additional shares of capital stock or any options,
warrants or other rights to purchase, or any securities convertible into or
exchangeable for, shares of their capital;

          (f)  declared or paid any dividends on or made any other distributions
(however characterized) in respect of shares of their capital stock;

          (g)  repurchased or redeemed any shares of their capital stock;

          (h)  organized any new subsidiary, acquired any capital stock or other
equity security of any corporation or acquired any equity or other ownership
interest in any business;

          (i)  entered into any employment contract or collective bargaining
agreement or modified the terms of any existing such contract or agreement;

                                       14



          (j)  granted any increase in base compensation of any of its
directors, officers or employees outside the ordinary course of business;

          (k)  adopted, amended or terminated any bonus, profit sharing
incentive, severance, or other plan, contract, or commitment for the benefit of
any of its directors, officers or employees (or taken any such action with
respect to any other employee benefit plan);

          (l)  sold, leased, transferred, or assigned any of its assets,
tangible or intangible, other than for a fair consideration in the ordinary
course of business and consistent with past practice;

          (m)  entered into, accelerated, terminated, modified, or cancelled any
agreement, contract (including collective bargaining agreements), lease, or
license (or series of related agreements, contracts, leases, and licenses)
involving more than $250,000 per annum or $500,000 in the aggregate;

          (n)  granted any license or sublicense of any rights under or with
respect to any intellectual property, except in the ordinary course of business
consistent with past practice;

          (o)  conducted its cash management (including with respect to
maintenance of working capital balances, collection of receivables, payment of
payables and maintenance of inventory) other than in the ordinary course of
business;

          (p)  entered into any transactions with any of its Affiliates;

          (q)  implemented any material employee layoffs;

          (r)  entered into any other material transactions, other than in the
ordinary course of business; or

          (s)  entered into any agreement or commitment to do any of the
foregoing.

     4.8  Legal Proceedings. Except as set forth in Section 4.8 of the
Disclosure Schedule there are no suits, actions, proceedings (including, without
limitation, arbitral and administrative proceedings), or claims pending or any
governmental investigations or audits pending, nor to the Knowledge of the
Company, are any of the foregoing threatened, against the Company or any
Subsidiary or their properties, assets or business (nor are any of the foregoing
pending or, to the Knowledge of the Company, threatened against, relating to or
involving any of the shareholders, officers, directors, employees or agents of
the Company or any Subsidiary in connection with the businesses of the Company
or the Subsidiaries). There are no such suits, actions, proceedings, or claims
pending, or any governmental investigations or audits pending, nor, to the
Knowledge of the Company, are any of the foregoing threatened, challenging the
validity or propriety of, or otherwise relating to or involving, this Agreement
or the transactions contemplated hereby. Except as set forth in Section 4.8 of
the Disclosure Schedule, the Company and the Subsidiaries are fully insured with
respect to each of the matters set forth on Section 4.8 of the Disclosures
Schedule.

     4.9  Taxes.

          (a)  Except as set forth in Section 4.9(a) of the Disclosure Schedule
and except for matters that would not have a Material Adverse Effect, (i) all
returns and reports relating to Taxes (as hereinafter defined) which are
required to be filed with respect to the Company and the Subsidiaries on or
before the date hereof or which will be required to be filed on or before the
Closing Date have been, or will be, duly and timely filed, and all such returns
and reports are accurate and complete; (ii) all Taxes that are due and payable
by the Company or any Subsidiary or that may become due and payable prior to the
Effective Time (except such as are being contested in good faith), have been or
will be paid or adequately reserved for on the Company's or a Subsidiary's
books; and (iii) all withholding Tax obligations imposed on the Company or any
Subsidiary that are required to be satisfied prior to the Effective Time have
been or will be satisfied in all respects.

                                       15



          (b)  Except as set forth in Section 4.9(b) of the Disclosure Schedule,
there are no actions or proceedings currently pending or, to the Knowledge of
the Company, threatened against the Company or any Subsidiary by any
governmental authority for the assessment or collection of Taxes, no claim for
the assessment or collection of Taxes has been asserted or, to the Knowledge of
the Company, threatened, against the Company or any Subsidiary, and there are no
matters under discussion by the Company or any of the shareholders with any
governmental authority regarding claims for the assessment or collection of
Taxes against the Company or any Subsidiary.

          (c)  There are no agreements, waivers, or applications by the Company
or any Subsidiary for an extension of time for the assessment or payment of any
Taxes.

          (d)  There are no Tax liens on any of the assets of the Company or any
Subsidiary (other than any lien for current Taxes not yet due and payable).

          (e)  Except as set forth in Section 4.9 of the Disclosure Schedule,
the Company's federal income tax returns have been audited for all periods
through 1993. No issue has arisen in any examination of the Company or any of
the Subsidiaries by any taxing authority that, if raised with respect to the
same or substantially similar facts arising in any other Tax period not so
examined, would, if upheld, result in a deficiency for such other period (other
than deficiencies that would not, individually or in the aggregate, have a
Material Adverse Effect).

          (f)  Except as set forth in Section 4.9(f) of the Disclosure Schedule,
neither the Company nor any of its Subsidiaries is a party to any agreement,
contract, arrangement or plan that has resulted or would result, separately or
in the aggregate, in the payment of any "excess parachute payment" within the
meaning of Section 280G of the Code (or any corresponding provision of state,
local or foreign Tax law) as a result of the transactions contemplated hereby.

          (g)  The Company has been subject to Subchapter T of the Code for all
taxable periods since prior to 1960.

          (h)  For purposes of this Agreement, the terms "Tax" and "Taxes" shall
mean and include any and all foreign, national, federal, state, local, or other
taxes, charges, duties, fees, levies or other assessments, payments-in-lieu of
taxes, social security obligations, deficiencies, fees, export or import duties,
or other governmental charges, including, without limitation, income, excise,
property, sales, use, gross receipts, recording, insurance, value added,
profits, license, withholding, payroll, employment, net worth, capital gains,
transfer, stamp, social security, environmental, occupation and franchise taxes,
any installment payment for taxes and contributions or other amounts determined
with respect to compensation paid to directors, officers, employees or
independent contractors, from time to time imposed by or required to be paid to
any governmental authority (and including any additions to tax thereon,
penalties for failure to pay any Tax or make any deposit or file any return or
report, and interest on any of the foregoing).

     4.10 Title to Properties and Related Matters.

          (a)  With respect to all real property owned by the Company or any
Subsidiary ("Owned Real Property"), the Company or the applicable Subsidiary, as
the case may be, has good and marketable title in fee simple thereto, including
all structures, plants, improvements, systems and fixtures thereon, free and
clear of all Encumbrances whatsoever, except (i) as disclosed in Section 4.10(a)
of the Disclosure Schedule, (ii) Encumbrances securing debts and obligations
disclosed in the most recent audited Financial Statements or incurred in the
ordinary course of business since the date of the most recent audited Financial
Statements, (iii) liens for Taxes not yet due and payable, (iv) easements,
rights-of-way and similar covenants and restrictions of record, municipal and
zoning ordinances and building use restrictions filed of record, and unrecorded
easements, encroachments and similar matters of survey, none of which in any
material way impairs the use of such property in the manner currently used or
impairs the Company's or the applicable Subsidiary's good and marketable title
to such Owned Real Property, and (v) such other Encumbrances which do not have a
material adverse effect upon the use, or impair the good and marketable title,
of the Owned Real Property, as further disclosed in Section 4.10(a) of the
Disclosure Schedule (items (i) through (v) above, except to the extent
pertaining to any mortgages, financing statements or other monetary liens
against any Owned Real Property that are not expressly approved by Buyer as
exceptions to coverage

                                       16



under the Title Policies to be delivered in accordance with Section 3.2(a)(xii),
referred to herein as "Permitted Liens").

          (b)  Except as set forth in Section 4.10(b) of the Disclosure Schedule
and except for matters which would not, individually or in the aggregate, have a
Material Adverse Effect, (i) each Real Property Lease (as hereinafter defined)
(and in the case of any sublease, to the Knowledge of the Company, the
underlying prime lease) is in full force and effect and the Company or
applicable Subsidiary has the right to occupy the Leased Real Property which is
the subject of such Real Property Lease, subject to the terms and conditions
thereof and to the rights of any subtenant or sublease; (ii) all lease payments
due to date on any such Real Property Lease (and in the case of any sublease, to
the Knowledge of the Company, the underlying prime lease) have been paid, and
neither the Company nor any Subsidiary nor, to the Knowledge of the Company, any
other party is in default under any such Real Property Lease (or, in the case of
any sublease, to the Knowledge of the Company, the underlying prime lease), and
no event has occurred which constitutes, or with the lapse of time or the giving
of notice or both would constitute, a default by the Company, the applicable
Subsidiary or, to the Knowledge of the Company, any other party under such lease
or sublease; and (iii) there are no material disputes or disagreements between
the Company, any Subsidiary and any other party with respect to any such Real
Property Lease (or, in the case of any sublease, to the Knowledge of the
Company, the underlying prime lease).

          (c)  Except as set forth in Section 4.10(c) of the Disclosure
Schedule, each of the Company and its Subsidiaries has good and marketable title
to all items of equipment, machinery, vehicles, furniture, fixtures and other
tangible personal property currently owned or used by the Company and each
Subsidiary (and reflected on the most recent audited Financial Statements or
acquired after the date thereof, other than personal property sold or otherwise
disposed of in the ordinary course of business and consistent with past
practice), free and clear of any Encumbrances, except (i) Encumbrances securing
debts and obligations disclosed in the most recent audited Financial Statements
or incurred in the ordinary course of business since the date of the most recent
audited Financial Statements and (ii) liens for Taxes not yet due and payable.

          (d)  For purposes of this Agreement, a Real Property Lease means only
a lease or sublease of real property under which the Company or a Subsidiary (i)
as lessee or tenant, (or sublessee or subtenant) occupies or has the right to
occupy the property, and (ii) as sublessor or sublandlord, subleases all or a
portion of its leased premises to a third party. "Leased Real Property" means
the real property which is the subject of any Real Property Lease.

     4.11 Licenses, Permits, Authorizations and Consents. The Company and the
Subsidiaries have all material approvals, authorizations, consents, licenses,
orders and permits of all governmental and regulatory authorities, whether
foreign, federal, state or local (collectively, "Licenses") which are required
for the ownership of the Company's or the applicable Subsidiary's assets or the
conduct of its business as it is currently conducted. The Company or the
applicable Subsidiary has complied and are in compliance in all material
respects with all of the terms, conditions and requirements imposed by each of
the Licenses. Except as set forth on Section 4.11 of the Disclosure Schedule,
neither the Company, nor any of the Subsidiaries has received any notice of, and
the Company has no Knowledge of, any intention on the part of any appropriate
authority to cancel, revoke or modify, or any inquiries, proceedings or
investigations the purpose or possible outcome of which is the cancellation,
revocation or modification of any such License.

     4.12 Intellectual Property. Section 4.12 of the Disclosure Schedule sets
forth a complete and correct list of all of the following owned (as indicated)
or used by the Company or a Subsidiary in any jurisdiction: (i) patents and
patent applications, (ii) registered and material unregistered trademarks,
service marks, logos, Internet domain names, trade names and business names and
applications to register the foregoing, (iii) registered and material
unregistered copyrights and applications to register copyrights, and (iv)
computer software (other than computer software that is regularly and
commercially available for a total cost of less than $10,000 and has not been
designed or written specifically for the Company). Except as set forth in
Section 4.12 of the Disclosure Schedule: (i) the Company or a Subsidiary, as
applicable, has good and marketable title to all of the registrations for
intellectual property and applications to register intellectual property set
forth in Section 4.12 of the Disclosure Schedule, free and clear of all liens,
security interests, joint ownership interests, licenses or other agreements
relating to its use, and any other express restrictions or limitations relating
to its use (it being understood that prior common law rights of third parties
are not express restrictions or limitations for this purpose); and (ii) the
Company

                                       17



and its Subsidiaries own or have the right to use all other intellectual
property to the extent required for the conduct of their respective business as
and where the same is currently conducted or currently contemplated by the
Company or its Subsidiaries to be conducted (collectively, the "Intangible
Rights"). For purposes of this Section 4.12 an unregistered copyright,
trademark, service mark, logo, trade name or business name shall be deemed
"material" only if the loss of the Company's or a Subsidiary's rights to use
such copyrighted material, trademark, service mark, logo trade name or business
name would impair in any material respect (whether individually or in the
aggregate) the Company's (or a Subsidiary's) ability to continue to conduct its
business substantially as it is currently conducted and where it is currently
conducted. Except as set forth in Section 4.12 of the Disclosure Schedule, there
is no action, suit, claim or administrative proceeding pending or, to the
Knowledge of the Company and its Subsidiaries, threatened that (i) challenges or
questions the Company's or any Subsidiary's rights to use the Intangible Rights
in its business as currently conducted, (ii) challenges or questions the
enforceability or validity of any of the Intangible Rights or (iii) alleges that
the Company's or any Subsidiary's use of the Intangible Rights in its business,
or the conduct of its business, as currently conducted, infringes upon or
conflicts with the intellectual property rights of any other person, and to the
Knowledge of the Company, there is no basis for any such action, suit, claim or
administrative proceeding. Except as set forth in Section 4.12 of the Disclosure
Schedule, to the Knowledge of the Company, no other person is infringing upon or
conflicting with the Intangible Rights in any material respect. The operation of
the Company's and its Subsidiaries' respective businesses (including with
respect to any supply, customer, sales or license agreements) is not subject to
the Wisconsin or United States franchise investment laws. There is no action,
suit, claim or administrative proceeding pending or, to the Knowledge of the
Company and its Subsidiaries, threatened, that alleges that the operation of
such businesses as currently conducted violates any franchise, dealership,
distributorship or similar laws.

     4.13 Employees.

          (a)  Complete and correct copies of all material written agreements
currently in effect with or concerning any Company employee (or any Former
Employee (as defined in Section 4.14(a))), including, without limitation, union
and collective bargaining agreements, have previously been delivered to the
Buyer, and a list of all such agreements (other than collective bargaining
agreements) is set forth in Section 4.13(a) of the Disclosure Schedule.

          (b)  The Company and each Subsidiary have complied at all times with
all laws, statutes, rules and regulations applicable with respect to employees
or employment practices in each of the jurisdictions in which they operate
and/or do business, except where such noncompliance would not have a Material
Adverse Effect. In particular, except where such noncompliance would not have a
Material Adverse Effect, the Company and each Subsidiary have complied with all
laws and statutes, and all rules and regulations applicable to and/or aiming at
discriminatory practices (including, without limitation, unlawful
discrimination), labor standards and working conditions, occupational health and
safety, payment of minimum wages and overtime rates, worker's compensation, the
withholding and payment of Taxes or any other kind of governmental charge from
any kind of compensation, or otherwise relating to the conduct of employers with
respect to employees or potential employees, and there are no claims pending or,
to the Knowledge of the Company, threatened thereunder against the Company or
any Subsidiary arising out of, relating to or alleging any violation of any of
the foregoing. Except as set forth on Section 4.13(b) of the Disclosure
Schedule, there are no strikes, work stoppages, picketing, material grievances
or other material controversies or disputes pending or, to the Knowledge of the
Company, threatened between the Company or any Subsidiary and any employees,
employee representatives or Former Employees (as hereinafter defined); no
organizational effort by or decertification effort against any labor union or
other collective bargaining unit is pending or, to the Knowledge of the Company,
threatened with respect to any employees; and no consent of or any other action
by or negotiation with any labor union or other collective bargaining unit is
required in connection with or to consummate the transactions contemplated by
this Agreement.

     4.14 Benefit Plans.

          (a)  For purposes hereof, the term "Benefit Plan" shall mean each and
every defined benefit and defined contribution plan, employee stock ownership
plan, consulting or employment agreement, executive compensation plan, bonus
plan, incentive compensation plan or arrangement, deferred compensation
agreement or arrangement, agreement with respect to temporary employees,
vacation pay, sickness, disability or death benefit plan (whether provided
through insurance, on a funded or unfunded basis or otherwise), employee stock
option or

                                       18



stock purchase plan, severance pay plan, arrangement or practice, employee
relations policy, practice or arrangement, retiree medical or life insurance
benefits, and each other employee benefit plan, program or arrangement, which is
maintained or contributed to by the Company or any Subsidiary (or to which the
Company or any Subsidiary may have any other liability or obligation) for the
benefit of or relating to any of the employees or to any former employee of the
Company or any Subsidiary ("Former Employee") or his/her dependents, survivors
or beneficiaries, whether written or oral, but not including any multi-employer
benefit plans within the meaning of Section 3(37) of ERISA (a "Multi-Employer
Plan"). Section 4.14(a) of the Disclosure Schedule identifies each and every
defined benefit and defined contribution plan, employee stock ownership plan,
consulting or employment agreement, executive compensation plan, material bonus
plan, material incentive compensation plan or arrangement, deferred compensation
agreement or arrangement, agreement with respect to temporary employees,
vacation pay, sickness, disability or death benefit plan (whether provided
through insurance, on a funded or unfunded basis or otherwise), employee stock
option or stock purchase plan, severance pay plan, arrangement or practice,
material employee relations policy, practice or arrangement, retiree medical or
life insurance benefits, and each other material employee benefit plan, program
or arrangement, which is maintained or contributed to by the Company or any
Subsidiary (or to which the Company or any Subsidiary may have any other
liability or obligation) for the benefit of or relating to any of the employees
or to any former employee of the Company or any Subsidiary ("Former Employee")
or his/her dependents, survivors or beneficiaries, whether written or oral, but
not including any multi-employer benefit plans within the meaning of Section
3(37) of ERISA (a "Multi-Employer Plan").

          (b)  Except as set forth on Schedule 4.14(b) of the Disclosure
Schedule:

               (i)    Each Benefit Plan which is an "employee pension benefit
     plan" (as defined in Section 3(2) of ERISA), meets the requirements of
     Section 401(a) of the Code; the trust, if any, forming part of such plan is
     exempt from U.S. federal income tax under Section 501(a) of the Code; a
     favorable determination letter has been issued by the Internal Revenue
     Service (the "IRS") with respect to each plan and trust and each material
     amendment thereto; an application for a new favorable determination letter
     has been requested from the IRS which covers what are commonly known as
     GUST requirements; and nothing has occurred since the date of such
     determination letter that would adversely affect the qualification of such
     plan;

               (ii)   No event or condition exists which respect to any Benefit
     Plan that could subject the Company or any Subsidiary to any material Tax
     under Section 4980B of the Code (or under its predecessor statute, Section
     162(k) of the Code);

               (iii)  With respect to each Benefit Plan listed on Schedule
     4.14(a), the Company has heretofore delivered to the Buyer complete and
     correct copies of the following documents, where applicable: (A) the most
     recent annual report (Form 5500 series), together with schedules, as
     required, filed with the IRS, and any financial statements and opinions
     required by Section 103(a)(3) of ERISA, (B) the most recent determination
     letter issued by the IRS, (C) the most recent summary plan description and
     all modifications, as well as all other descriptions distributed to
     employees or set forth in any manuals or other documents, (D) the text of
     the Benefit Plan and of any trust, insurance or annuity contracts
     maintained in connection therewith, and (E) the most recent actuarial
     report, if any, relating to the Benefit Plan.

          (c)  Except as set forth on Schedule 4.14(c) of the Disclosure
Schedule, neither the Company nor any corporation or other trade or business
under common control with the Company or any Subsidiary (as determined pursuant
to Section 414(b) or (c) of the Code) has maintained or contributed to or in any
way directly or indirectly has any liability (whether contingent or otherwise)
with respect to any Multi-Employer Plan. Except as set forth on Section 4.14(c)
of the Disclosure Schedule, the Company and the Subsidiaries have not completely
or partially withdrawn from any Multi-Employer Plan nor would any withdrawal
liability be incurred under Title IV of ERISA if the Company or any Subsidiary
were to withdraw as of the date hereof from any Multi-Employer Plan to which the
Company or any Subsidiary has contributed.

          (d)  No proceedings by the Pension Benefit Guaranty Corporation (the
"PBGC") to terminate any Benefit Plan have been instituted or threatened. To the
Knowledge of the Company no event has occurred or condition exists which
constitutes grounds for the PBGC to terminate any Benefit Plan.

                                       19



          (e)  Except as set forth in Section 4.14(e) of the Disclosure
Schedule, the Company and the Subsidiaries do not currently maintain or
contribute to any plan subject to Title IV of ERISA or Section 412 of the Code
(other than Multi-Employer Plans), and, except as set forth in Section 4.14(c)
or 4.14(e) of the Disclosure Schedule, each such plan previously maintained or
contributed to by the Company and the Subsidiaries has been terminated in
accordance with the provisions of the Code and ERISA and the Company and the
Subsidiaries do not have any actual or contingent liability associated with any
such terminated plan, including, but not limited to, any future obligations or
liability associated with (i) the solvency or ability to provide benefits of any
insurance company providing annuity payments under such terminated plan, (ii)
claims by participants resulting from any alleged breach of fiduciary duty in
connection with the termination of any such terminated plan, or (iii) the
disqualification of any such terminated plan.

          (f)  All contributions and payments required to be made to or with
respect to each Benefit Plan (including contributions to union-sponsored pension
or health and welfare plans) with respect to the service of employees or other
individuals with or related to the Company or the Subsidiaries prior to the date
hereof have been made or have been accrued for in the most recent audited
Financial Statements, or, for periods after the most recent of the audited
Financial Statements and through the Closing Date, will be accrued in the books
and records of the Company or the applicable Subsidiary. Except to the extent
specifically accrued on the most recent audited Financial Statements or as set
forth on Section 4.14(f) of the Disclosure Schedule, no Benefit Plan which
provides for deferred compensation, retirement benefits, change in control
payments or severance benefits to executives, directors, officers and/or a
select group of management has any unfunded liabilities.

          (g)  Except as set forth in Section 4.14(g) of the Disclosure
Schedule, and except pursuant to the agreements described on Section 4.13(a) of
the Disclosure Schedule, the Company and the Subsidiaries do not provide, nor do
they have any obligation to provide, post-retirement medical, life insurance or
other benefits to employees or Former Employees or their survivors, dependents
and beneficiaries, except as may be required by the Consolidated Omnibus Budget
Reconciliation Act of 1986 or similar state medical temporary benefits
continuation law. Except pursuant to the terms of the agreements described on
Section 4.13(a) of the Disclosure Schedule, and except as disclosed on Section
4.14(g) of the Disclosure Schedule, the Company and the Subsidiaries will not
incur any liability under any severance agreement, deferred compensation
agreement, employment agreement or other compensation agreement as a result of
the consummation of the transactions contemplated by this Agreement, nor will
the terms or the Company's or any Subsidiary's liability or obligations under
any such agreement be altered, accelerated or increased as a result of such
transactions.

          (h)  Except as set forth in Section 4.14(h) of the Disclosure
Schedule, none of the Benefit Plans has been subject to a "reportable event,"
within the meaning of Section 4043 of ERISA; there have been no "prohibited
transactions," within the meaning of Section 4975 of the Code or Part 4 of
Subtitle B of Title I of ERISA; there have been no breaches of fiduciary
responsibility within the meaning of Part 4 of Subtitle B of Title I of ERISA;
and none of the Benefit Plans which are subject to Section 412 of the Code has
any "accumulated funding deficiency" within the meaning of Section 412 of the
Code and no event or set of conditions exist which could subject the Company or
any Subsidiary to any Tax under Section 4971 of the Code or a lien under Section
412(n) of the Code.

          (i)  Each Benefit Plan has been administered to date in all material
respects in accordance with the applicable provisions of ERISA, the Code and
applicable law and with the terms and provisions of all documents, contracts or
agreements pursuant to which such Benefit Plan is maintained. All material
reports and information required to be filed with the Department of Labor, the
IRS, the PBGC or plan participants or beneficiaries with respect to any Benefit
Plan have been timely filed; there is no dispute, arbitration, claim, suit or
grievance pending or to the Knowledge of the Company, threatened, involving a
Benefit Plan (other than routine claims for benefits). Except as set forth in
Section 4.14(i) of the Disclosure Schedule, none of the Benefit Plans nor any
fiduciary thereof has been the direct or indirect subject of an order or
investigation or examination by a governmental or quasi-governmental agency and
there are no matters pending before the IRS, the Department of Labor, the PBGC
or any other domestic or foreign governmental agency with respect to a Benefit
Plan. There have been no claims, or notice of claims, filed under any fiduciary
liability insurance policy covering any Benefit Plan. No event or set of
conditions exists which would subject the Company or any Subsidiary to any
material Tax under Sections 4972, 4974-76, 4979, 4980, or 5000 of the Code or as
a result of the transactions contemplated hereby or otherwise.

                                       20



     4.15 Compliance with Applicable Law. Each of the Company and its
Subsidiaries in all material respects has complied with all (and none of them
has received any written notice alleging any material noncompliance with any)
applicable laws, statutes, ordinances, codes, rules, regulations, and all
judgments, orders, injunctions, writs or decrees of any Federal, state, local or
foreign court or any governmental body or agency thereof, to which the Company
or any Subsidiary may be subject or which are applicable to the operations,
businesses or assets of the Company or any Subsidiary as such businesses are
currently conducted (except Environmental Laws, which are addressed exclusively
in Section 4.17). Except as set forth in Section 4.15 of the Disclosure Schedule
and except for routine regulatory inspections and reviews, none of which,
individually or in the aggregate, would materially impair the conduct of the
business of the Company or any Subsidiary, no investigation or review of the
Company or any Subsidiary by any governmental or regulatory body or authority is
pending or, to the Knowledge of the Company, threatened, nor has any such body
or authority indicated any intention to conduct the same.

     4.16 Minute Books, etc. The minute books, stock certificate books and stock
ledgers of the Company and each Subsidiary are complete and correct in all
material respects and fairly reflect all transactions in shares of the Company's
or the applicable Subsidiary's capital stock. The minute books of the Company
and each Subsidiary contain accurate and complete records of all meetings or
written consents to action of the Board of Directors and shareholders of the
Company or the applicable Subsidiary and accurately reflect all material
corporate actions of the Company and the applicable Subsidiary which are
required by law to be passed upon by the Board of Directors (and all committees
thereof) or shareholders of the Company or the applicable Subsidiary.

     4.17 Environmental Matters.

          (a)  Except as described on Section 4.17(a) of the Disclosure Schedule
and except for matters which, individually or in the aggregate, would not have a
Material Adverse Effect: (i) except for Hazardous Substances (as hereinafter
defined in Section 4.17(c)) generated, stored, treated, manufactured, refined,
handled, produced, disposed of or used by the Company or the Subsidiaries in the
ordinary course of their businesses, in compliance with the requirements of
currently applicable laws, rules and regulations or otherwise in a manner which
would not give rise to any liabilities or obligations under such laws, rules and
regulations, neither the Company nor any Subsidiary has caused there to be, nor
are there, any Hazardous Substances in, on or under any of the Owned Real
Property or Leased Real Property or any real property adjacent thereto
(collectively referred to in this Section 4.17 as "Real Property"); (ii) none of
such Real Property has been designated, restricted or investigated by any
governmental authority as a result of the actual or suspected presence,
spillage, leakage, discharge or other emission of Hazardous Substances; (iii) no
Hazardous Substances have been generated, used, stored, treated, manufactured,
refined, handled, produced or disposed of in, on or under, any of such Real
Property by the Company or any Subsidiary or by any persons or agents operating
under the control, direction and supervision of the Company or any Subsidiary,
including, without limitation, all employees, agents and contractors of the
Company or any Subsidiary; and (iv) the Company and the Subsidiaries have not
received any written or oral governmental notice, order, inquiry, investigation,
environmental audit or assessment or any lien, encumbrance, decree, easement,
covenant, restriction, servitude or proceeding concerning, or arising by reason
of, the actual or suspected presence, spillage, leakage, discharge, disposal or
other emission of any Hazardous Substance in, on, under, around, about or in the
vicinity of, any of such Real Property;

          (b)  Except as described on Section 4.17(a) of the Disclosure
Schedule, and except for matters which, individually or in the aggregate, would
not have a Material Adverse Effect: (i) neither the Company, the Subsidiaries
nor any Real Property (including storage tanks or other impoundment vessels,
whether above or below ground) are in violation of, or subject to any
liabilities as a result of any past or current violations of, any existing
federal, state or local law (including common law), statute, ordinance, rule or
regulation of any federal, state or local governmental authority relating to
pollution or protection of the environment, including, without limitation,
statutes, laws, ordinances, rules and regulations relating to the emission,
generation, discharge, spillage, leakage, storage, off-site dumping, release or
threatened release of Hazardous Substances into ambient air, surface water,
ground water or land, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Substances (collectively, "Environmental Laws"); and (ii) no
expenditures are required in connection with the operation of the Company's or
the Subsidiaries' businesses as presently conducted in order to comply with any
Environmental Laws. The Company has all approvals, authorizations, consents,
licenses, orders and permits of all governmental and regulatory authorities
required under any Environmental Laws (collectively,

                                       21



"Environmental Permits"), except for Environmental Permits the lack of which
would not have a Material Adverse Effect. Neither the Company nor any Subsidiary
has received any notice of, and the Company has no Knowledge of, any intention
on the part of any appropriate authority to cancel, revoke or modify, or any
inquiries, proceedings or investigations which seek to cancel, revoke or modify
of any such Environmental Permit.

          (c)  For purposes of this Agreement, the term "Hazardous Substance"
shall mean any product, substance, chemical, contaminant, pollutant, effluent,
waste or other material which, or the presence, nature, quantity and/or
intensity of existence, use, manufacture, disposal, transportation, emission,
discharge, spill, release or effect of which, either by itself or in combination
with other materials located on any of the Real Property, is defined or listed
in, regulated or monitored by, or otherwise classified pursuant to, any statute,
law, ordinance, rule or regulation applicable to the Real Property as "hazardous
substances," "hazardous materials," "hazardous wastes," "infectious wastes" or
"toxic substances." Hazardous Substances shall include, but not be limited to,
(i)(A) any "hazardous substance" as defined in the Comprehensive Environmental
Response, Compensation and Liability Act, (B) any "regulated substance" as
defined in the Solid Waste Disposal Act or (C) any substance subject to
regulation pursuant to the Toxic Substances Control Act, as such laws are now in
effect or may be amended through the Closing Date and any rule, regulation or
administrative or judicial policy statement, guideline, order or decision under
such laws, (ii) petroleum and refined petroleum products, (iii) asbestos and
asbestos-containing products, (iv) flammable explosives, (v) radioactive
materials, and (vi) radon.

          (d)  This Section 4.17 contains the sole representations and
warranties of the Company with respect to any matters that relate to or are
governed by Environmental Laws.

     4.18 No Brokers or Finders. Except for the Company's arrangements with
Bear, Stearns & Co. Inc. and Houlihan Lokey Howard & Zukin, neither the Company
nor any Subsidiary nor any of their officers, directors or employees, on behalf
of the Company or any Subsidiary, has employed any broker or finder or incurred
any other liability for any brokerage fees, commissions or finders' fees in
connection with the transactions contemplated hereby.

     4.19 Company Shareholders' Approval. The affirmative vote of shareholders
of the Company required for adoption of this Agreement is a majority of the
outstanding shares of the Company's Class A common stock and Class B common
stock entitled to vote thereon, each voting as a class.

     4.20 Opinion of Financial Advisor. Houlihan Lokey Howard & Zukin has
rendered a written opinion to the Board of Directors of the Company, dated April
8, 2002, to the effect that as of the date hereof, the Per Share Amount and the
terms of the Share Exchange are fair from a financial point of view to the
Company's shareholders, a signed, true and complete copy of which opinion shall
be delivered to the Buyer, and such opinion has not been withdrawn or modified.

     4.21 Disclosure Schedule. Any information which is disclosed in the
Disclosure Schedule or any other Schedule or Exhibit hereto shall be deemed to
be disclosed for all Sections of this Agreement to which such disclosure is
relevant; provided that no disclosure shall serve as an exception to a
representation unless such disclosure identifies the exception with reasonable
particularity and describes the relevant facts in reasonable detail. All
capitalized terms used in the Disclosure Schedule and not otherwise defined
therein shall have the same meanings as are ascribed to such terms in this
Agreement. The inclusion of any matter on the Disclosure Schedule shall not be
deemed to imply that such matter is material or could have a Material Adverse
Effect.

     4.22 Contracts. Section 4.22 of the Disclosure Schedule lists the following
contracts and other agreements to which any of the Company or its Subsidiaries
is a party (collectively, the "Material Contracts"):

               (i)    any agreement (or group of related agreements) for the
     lease of personal property to or from any Person providing for lease
     payments in excess of $100,000 per annum;

               (ii)   any agreement (or group of related agreements) for the
     purchase or sale of raw materials, commodities, supplies, products, or
     other personal property, or for the furnishing or receipt of services, the
     performance of which will extend over a period of more than one year or
     involve

                                       22



     consideration in excess of $200,000 per annum, other than purchase orders
     for the purchase of goods sold by the Company or its Subsidiaries to its
     customers in the ordinary course of business;

               (iii)  any agreement concerning a partnership or joint venture;

               (iv)   any agreement (or group of related agreements) under which
     it has created, incurred, assumed, or guaranteed any indebtedness for
     borrowed money, or any capitalized lease obligation, in excess of $100,000
     or under which it has imposed a Lien on any of its assets, tangible or
     intangible;

               (v)    any material agreement concerning confidentiality or
     noncompetition;

               (vi)   any material agreement with any Affiliate of the Company
     or any of its Subsidiaries;

               (vii)  any profit sharing, stock option, stock purchase, stock
     appreciation, deferred compensation, severance, or other material plan or
     arrangement for the benefit of its current or former directors, officers,
     and employees;

               (viii) any collective bargaining agreement;

               (ix)   any agreement for the employment of any individual on a
     full-time, part-time, consulting, or other basis providing annual
     compensation in excess of $100,000 or providing material severance
     benefits;

               (x)    any agreement under which it has advanced or loaned any
     amount to any of its directors, officers, and employees outside the
     ordinary course of business;

               (xi)   any agreement under which the consequences of a default or
     termination could have a Material Adverse Effect;

               (xii)  any agreement relating to a license for or other right to
     use, or to a covenant not to sue for the use of, any Intangible Rights or
     other material intellectual property;

               (xiii) any other agreement (or group of related agreements) the
     performance of which involves consideration in excess of $250,000 per annum
     or $500,000 in the aggregate; and

               (xiv)  any other agreements or other instruments which have been
     filed by the Company with the SEC pursuant to the requirements of the
     Exchange Act as "material contracts."

The Company has delivered or made available to the Buyer a correct and complete
copy of each written Material Contract (as amended to date) and a written
summary setting forth the material terms and conditions of each oral Material
Contract. With respect to each such agreement: (A) the agreement is legal,
valid, binding, enforceable, and in full force and effect in all material
respects; (B) the Company is not, and to the Knowledge of the Company no other
party is, in material breach or default, and to the Knowledge of the Company no
event has occurred which with notice or lapse of time would constitute a
material breach or default, or permit termination, modification, or
acceleration, under the agreement; and (C) no party has repudiated any material
provision of the agreement.

     4.23 Insurance. Section 4.23 of the Disclosure Schedule contains a list of
all policies of liability, environmental, crime, fidelity, life, fire, workers'
compensation, health, director and officer liability and all other forms of
insurance currently owned or held by the Company or any Subsidiary or to which
the Company or any Subsidiary is a named insured or otherwise the beneficiary
and identifies for each such policy: the underwriter, the name of the policy
holder, policy number, coverage type, the scope and amount of coverage, premium
(including a description of any retroactive premium adjustments or other
loss-sharing arrangements), expiration date and deductible. Section 4.23 of the
Disclosure Schedule also sets forth a claims history for the past five years in
respect

                                       23



of such policies. All of the insurance policies listed in Section 4.23 of the
Disclosure Schedule are outstanding and in full force and effect and, except as
set forth in Section 4.23 of the Disclosure Schedule, will remain in full force
and effect after the consummation of the transactions contemplated hereby. All
premiums with respect to such policies are currently paid. Neither the Company
nor any of the Subsidiaries has (i) ever been in breach or default (including
with respect to the payment of premiums or the giving of notices) with respect
to its obligations under any such insurance policies, (ii) repudiated any
provision of any such insurance policies or (iii) ever been denied insurance
coverage. Except as set forth in Section 4.23 of the Disclosure Schedule,
neither the Company nor any Subsidiary has any self-insurance, deductible
retention or co-insurance programs, and the reserves set forth on the most
recent audited Financial Statements are adequate to cover all anticipated
liabilities with respect to any such self-insurance, deductible retention or
co-insurance programs.

     4.24 Related Party Transactions. Except as disclosed in Section 4.24 of the
Disclosure Schedule, no officer, director, employee, partner or Affiliate of the
Company or any of the Subsidiaries or any individual related by blood, marriage
or adoption to any such individual or any entity in which any such Person or
individual owns any beneficial interest, is a party to any agreement, contract,
commitment or transaction with the Company or any of the Subsidiaries (other
than at-will employment arrangements) or has any material interest in any
property used by the Company. "Affiliate" means, in the case of a natural
Person, one or more members of a group comprised of such Person and such
Person's parents or grandparents, his children or grandchildren, his siblings
and any spouse of any of the foregoing. In the case of a corporation or other
Person which is not a natural Person, the term "Affiliate" means a Subsidiary or
other Person that directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, such Person. For
purposes hereof, "control" means the power to vote or direct the voting of
sufficient securities or other interests to elect a majority of the directors or
to control the management of a Person.

     4.25 Suppliers and Customers. Except as set forth in Section 4.25 of the
Disclosure Schedule, neither the Company nor any of its Subsidiaries has
received any written notice from any material supplier to the effect that, and
neither the Company nor any of its Subsidiaries has Knowledge that, such
supplier will stop, decrease the rate of, or change the terms (whether related
to payment, price or otherwise) with respect to, supplying materials, products
or services to the Company or any of its Subsidiaries (whether as a result of
the consummation of the transactions contemplated hereby or otherwise), other
than such changes in terms as arise in the ordinary course of business
consistent with past practices with respect to such supplier. Except as set
forth in Section 4.25 of the Disclosure Schedule, neither the Company nor any of
its Subsidiaries has received any written notice from any material customer of
the Company or any of its Subsidiaries to the effect that, and neither the
Company nor any of its Subsidiaries has Knowledge that, such customer will stop,
or materially decrease the rate of, purchasing services and/or products of the
Company or any of its Subsidiaries (whether as a result of the consummation of
the transactions contemplated hereby or otherwise).

     4.26 Names and Locations. Except as disclosed in Section 4.26 of the
Disclosure Schedule, during the five-year period prior to the execution and
delivery of this Agreement, neither the Company nor any of the Subsidiaries has
used any name or names under which it has invoiced account debtors, maintained
records concerning its assets or otherwise conducted business. As of the date
hereof and as of the Closing, all of the tangible assets and properties of the
Company and its Subsidiaries are located at the locations set forth in Section
4.26 of the Disclosure Schedule.

     4.27 Officer and Directors; Bank Accounts. Section 4.27 of the Disclosure
Schedule lists all officers of the Company and the Subsidiaries and all of the
bank accounts, safety deposit boxes and lock boxes (designating each authorized
signatory with respect thereto) of the Company and the Subsidiaries.

     4.28 Board Recommendation. The Board of Directors of the Company, at a
meeting duly called and held, has by the vote of those directors present (who
constituted all but one of the directors then in office) (i) determined that
this Agreement and the transactions contemplated hereby, including the Share
Exchange, are fair to and in the best interests of the shareholders of the
Company and has approved the same, and (ii) resolved to recommend that the
holders of the shares of Company Common Stock approve this Agreement and the
transactions contemplated herein, including the Share Exchange.

                                       24



     4.29 No Misleading Statements. Neither this Agreement nor any of the
exhibits, schedules or certificates supplied to Buyer by the Company or by or on
behalf of the Company or any of the Subsidiaries with respect to the
transactions contemplated hereby contain any untrue statement of a material fact
or omit to state any material fact necessary to make each statement contained
herein or therein not misleading. There is no fact which has not been disclosed
to the Buyer of which the Company or any of the officers or directors of the
Company is aware and which has had or could reasonably be anticipated to have a
Material Adverse Effect, other than facts related to United States economic
conditions generally or changes in industry conditions generally.

     4.30 Indebtedness. Except as set forth in Section 4.30 of the Disclosure
Schedule or otherwise disclosed in the most recent audited Financial Statements,
neither the Company nor any of its Subsidiaries has any outstanding
Indebtedness, or is a party to any agreement, arrangement or understanding
providing for the creation, incurrence or assumption thereof. Other than for
purposes of Section 1.1, Section 6.2(b) and Section 7.13, as used in this
Agreement, "Indebtedness" shall mean, at a particular time, without duplication,
(i) any indebtedness for borrowed money or issued in substitution for or
exchange of indebtedness for borrowed money, (ii) any indebtedness evidenced by
any note, bond, debenture or other debt security, (iii) any indebtedness for the
deferred purchase price of property or services with respect to which a Person
is liable, contingently or otherwise, as obligor or otherwise (other than Trade
Payables), (iv) any commitment by which a Person assures a creditor against loss
(including, without limitation, contingent reimbursement obligations with
respect to letters of credit) other than in respect of Trade Payables and other
than the guarantees set forth in Section 4.30 of the Disclosure Schedule of
obligations of customers of the Company or one of its Subsidiaries, (v) any
indebtedness guaranteed in any manner by a Person (including, without
limitation, guarantees in the form of an agreement to repurchase or reimburse)
other than the guarantees set forth in Section 4.30 of the Disclosure Schedule
of obligations of customers of the Company or one of its Subsidiaries, (vi) any
obligations under capitalized leases with respect to which a Person is liable,
contingently or otherwise, as obligor, guarantor or otherwise, or with respect
to which obligations a Person assures a creditor against loss, (vii) any
indebtedness (other than Trade Payables) secured by any Encumbrance on a
Person's assets, (viii) any cash, book or bank account overdrafts other than
those incurred in the ordinary course of business consistent with past practice
and custom, (ix) any distributions payable or loans/advances payable to any
related parties as of the Closing, other than intercompany payables, (x) other
than accrued liabilities under the Company's workers' compensation
self-insurance programs, any other liabilities recorded in accordance with
generally accepted accounting principles (applied on a basis consistent with the
most recent year-end financial statements of the Company) as of the Closing that
arise from or are related to operations other than within one year of the
Closing, including, without limitation, any unfunded employee or retiree
obligations and any environmental liabilities and (xi) any accrued interest on
any of the foregoing. For purposes of the foregoing, "Trade Payables" means
trade payables and other current liabilities incurred in the ordinary course of
business which are not more than 90 days past due.

     4.31 Expenses. Except as set forth in Section 4.31 of the Disclosure
Schedule, neither the Company nor any of its Subsidiaries has incurred, or will
incur, any Expenses (as defined in Section 6.11(b)), or is a party to any
agreement, arrangement or understanding for the incurrence of any Expenses.

     4.32 Change in Control Payments. Section 4.32 of the Disclosure Schedule
sets forth, with respect to the obligations described in Section 6.9 of this
Agreement, the amount of each payment due or to become due (whether or not
automatically upon the occurrence of the Closing) pursuant to Section 6.9, the
person or class of persons to whom such payment is payable, and the agreement or
other arrangement under which such payment arises.

                                   ARTICLE V
                   Representations and Warranties of the Buyer

     The Buyer makes the representations and warranties set forth in this
Article V, each of which is true and correct as of the date hereof:

     5.1  Corporate Organization. The Buyer is a corporation duly organized and
validly existing under the laws of its incorporation. The Buyer is current in
all filings necessary to maintain its corporate existence under the law of the
jurisdiction of its incorporation and no proceedings have been filed or are
pending for its dissolution or winding up. The Buyer has all requisite corporate
power and authority to own, lease and operate the properties

                                       25



and assets it now owns, leases or operates and to carry on its business as
presently conducted or presently proposed to be conducted.

     5.2  Authorization. The Buyer has all requisite corporate power and
authority to execute and deliver this Agreement and, subject to the terms and
conditions hereof, to consummate the transactions contemplated hereby. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by the
Board of Directors of the Buyer and no other corporate proceedings on the part
of the Buyer are necessary to authorize this Agreement or to consummate the
transactions so contemplated. This Agreement has been duly and validly executed
and delivered by the Buyer and, assuming this Agreement constitutes a valid and
binding obligation of the Company, this Agreement constitutes a valid and
binding agreement of the Buyer, enforceable against the Buyer in accordance with
its terms, except that such enforcement may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights and the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought.

     5.3  Consents and Approvals; No Violations. The execution and delivery of
this Agreement does not and the consummation of the transactions contemplated
hereby will not: (i) violate or conflict with any provision of the charter
documents of the Buyer; (ii) except for matters which, individually or in the
aggregate, would not have a Material Adverse Effect on the Buyer, breach,
violate or (whether immediately or with the lapse of time or the giving of
notice or both) constitute an event of default under or an event which would
give rise to any right of termination, cancellation, modification, acceleration
or foreclosure under, or require any consent of or the giving of any notice to
any third party under, any note, bond, indenture, credit facility, mortgage,
security agreement, lease, license, franchise, permit or other agreement,
instrument or obligation to which the Buyer is a party, or by which the Buyer or
any of its properties or assets may be bound, or give rise to the creation of
any Encumbrance upon the properties or assets of the Buyer; (iii) violate or
conflict with any law, statute, rule, regulation, ordinance, code, judgment,
order, writ, injunction, decree or other requirement of any court or of any
governmental body or agency thereof applicable to the Buyer or by which any its
properties or assets may be bound, except where such violation or conflict would
not have a Material Adverse Effect on the Buyer; or (iv) require any
registration or filing by the Company or any shareholders of the Company with,
or any permit, license, exemption, consent, authorization or approval of, or the
giving of any notice by the Company, any Subsidiary or any of shareholders of
the Company to, any governmental or regulatory body, agency or authority, other
than the HSR Filings and the filing of the Articles of Share Exchange.

     5.4  Investment Purpose. The Buyer is acquiring the Shares for investment
for its own account and not with a view to the sale or distribution of any part
thereof and the Buyer has no present intention of selling, granting
participations in, or otherwise distributing the Shares (not including
collateral assignments, transfers to affiliates of the Buyer or pledges of the
Shares for financing purposes).

     5.5  No Brokers or Finders. Neither the Buyer nor any of its officers,
directors or employees, on behalf of Buyer, has employed any broker or finder or
incurred any other liability for any brokerage fees, commissions or finders'
fees in connection with the transactions contemplated hereby.

     5.6  Financing. Attached hereto as Section 5.6 of the Disclosure Schedule
are true and complete copies of the Buyer's commitment letters to obtain the
funds necessary to make the payments contemplated by Section 1.1 (the
"Commitment Letters"). The Commitment Letters are in full force and effect as of
the date hereof, and there are no conditions to the funding of the credit
facilities referred to therein, other than such as are set forth in the
Commitment Letters.

                                   ARTICLE VI
                                    Covenants

     6.1  Shareholders' Meeting; Board Recommendation; Proxy Statement.

          (a)  The Company, acting through its Board of Directors, shall:

                                       26



               (i)    duly call, give notice of, convene and hold a special
     meeting of its shareholders ("Shareholders' Meeting"), to be held as soon
     as practicable after the date hereof, for the purpose of considering and
     taking action upon this Agreement;

               (ii)   mail proxy materials for the Shareholders' Meeting (the
     "Proxy Statement") to the Company's shareholders (including each holder of
     the voting trust certificates under the Voting Trust (collectively, the
     "Trust Certificate Holders"));

               (iii)  include in the Proxy Statement the recommendation of the
     Board of Directors that shareholders of the Company vote in favor of, and
     the Trust Certificate Holders direct the trustees of the Voting Trust to
     vote in favor of, the approval and adoption of this Agreement and the
     transactions contemplated hereby, and not withdraw, modify or qualify (or
     propose to withdraw, modify or qualify) such recommendation in any manner
     adverse to the Buyer or take any action or make any statement in connection
     with the Shareholders' Meeting or the Certificate Holder's Meeting
     inconsistent with such recommendation; provided, that notwithstanding the
     foregoing, the Board of Directors of the Company (the "Board") may
     withdraw, modify, amend or qualify its recommendation after giving to the
     Buyer at least five (5) days' prior written notice thereof if, prior to and
     after giving such notice: (A) the Board, having consulted with and
     considered the advice of the Company's outside counsel, shall have
     determined in good faith that its failure to take such actions will
     reasonably be deemed to constitute a breach of its fiduciary duties under
     applicable law, (B) neither the Certificate Holders' Meeting (as defined
     below) nor the Shareholders' Meeting shall have commenced, (C) there shall
     have been no prior breach of any provision of Section 6.3 hereof, (D) the
     Board shall have concluded in good faith that the Company is in receipt of
     a Superior Proposal (as defined in Section 9.3 below), after delivering a
     Proposal Notice in respect of such proposal to the Buyer in accordance with
     and otherwise complying with Section 9.3(b) below, and (E) the Buyer shall
     have failed to deliver to the Company a written notice proposing to amend
     the terms of the Share Exchange in accordance with Section 9.3(b) below in
     respect of such Proposal Notice within the time periods specified in
     Section 9.3(b); and

               (iv)   use all reasonable efforts to obtain, as soon as
     practicable after the date hereof, the necessary approvals by its
     shareholders (including the Trust Certificate Holders) of this Agreement
     and the transactions contemplated hereby.

The Company shall have commenced the preparation of the Proxy Statement prior to
the date hereof. As soon as practicable following the date hereof, the Company
shall finalize the Proxy Statement for mailing pursuant to Section 6.1(a)(ii)
above. The Company shall consult with the Buyer, and obtain the prior written
consent of the Buyer (which consent shall not be unreasonably withheld), with
respect to any disclosure made in the Proxy Statement with respect to this
Agreement or the transactions contemplated hereby, and the Proxy Statement to be
mailed pursuant to Section 6.1(a)(ii) above shall be substantially in the form
previously agreed to by the Buyer. The parties acknowledge that the Proxy
Statement will include substantially all of the information that would be
required under Regulation 14A and Rule 14a-101 thereof under the Exchange Act if
the Company were subject to such regulation. None of the information supplied or
to be supplied by the Company for inclusion in the Proxy Statement will, at the
date it is first mailed to the Company's shareholders or at the Effective Time,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading.

          (b)  The Company shall ensure that a meeting of the Trust Certificate
Holders (the "Certificate Holders' Meeting") shall be duly called, convened, and
held immediately prior to the Shareholders' Meeting, for the purpose of
considering, and directing the trustees under the Voting Trust to vote the
shares of Company Common Stock deposited in the Voting Trust at the Shareholders
Meeting in respect of, this Agreement and the transactions contemplated hereby.

     6.2  Conduct of the Business of the Company Pending Closing. The Company
covenants and agrees with the Buyer that, between the date hereof and the
Closing Date (except as otherwise agreed in writing by the Buyer):

                                       27



          (a)  the business of the Company and each Subsidiary will be conducted
diligently and only in the ordinary course of business consistent with past
practice, including, without limitation, the payment of any Indebtedness, the
collection of receivables, purchase of inventory, provision of services, payment
of payables and incurrence of and payment or financing of capital expenditures;

          (b)  neither the Company nor any of its Subsidiaries shall make any
payments in respect of its Indebtedness (as defined in Section 1.1(f))
(including, without limitation, the acceleration or prepayment of any portion
its Indebtedness) other than (i) payments of interest and scheduled amortization
payments, if any, required to be made under the agreements governing its
Indebtedness and (ii) payments made in respect of the Company's revolving credit
facility in the ordinary course of business consistent with past practice and
custom;

          (c)  except as expressly contemplated hereby, no change will be made
in the Articles of Incorporation, By-Laws or other charter documents of the
Company or any Subsidiary;

          (d)  the Company shall preserve the assets, business and goodwill of
the Company and each Subsidiary, to keep available the services of the present
employees of the Company and each Subsidiary and to preserve the goodwill of the
Company's and each Subsidiary's customers, suppliers and others having business
relationships with the Company and the Subsidiaries, provided that the Company
and the Subsidiaries shall not be authorized (without the prior written consent
of the Buyer) to make any commitment on behalf of the Buyer;

          (e)  the Company and the Subsidiaries shall not announce or institute
any increase in the salary, commission or other compensation (including bonuses)
rates payable or to become payable by the Company or any Subsidiary to any
employee or agent of the Company or any Subsidiary, or approve, adopt, amend or
modify any Benefit Plan or similar plan, agreement or arrangement, except
pursuant to the terms of any contract or agreement to which the Company or the
Subsidiaries are a party and which is listed in any Section of the Disclosure
Schedule, or pursuant to existing policies and practices of the Company and the
Subsidiaries;

          (f)  the Company and the Subsidiaries shall not enter into any
contract or commitment, or series of related contracts or commitments, unless
such contract or commitment, or series of related contracts or commitments, (i)
arises in the ordinary course of business, and (ii) except for purchases and
sales of inventory in the ordinary course of business, involves expenditures or
receipts of less than of $250,000 in any one instance or $500,000 in the
aggregate;

          (g)  the Company shall promptly advise the Buyer in writing of the
commencement or threat of any suit, proceeding or investigation against,
relating to or involving the Company or any Subsidiary which, had it existed on
the date of this Agreement, would have been required to be disclosed on Section
4.7 [Absence of Changes or Events] or 4.8 [Legal Proceedings] of the Disclosure
Schedule;

          (h)  the Company shall promptly advise the Buyer in writing of (i) the
occurrence of any Material Adverse Change and (ii) any event, condition or state
of facts which will or may reasonably be expected to result in the failure to
satisfy any of the conditions in Article VII hereof;

          (i)  the Company shall not create or permit to become effective any
Encumbrance on the assets, tangible or intangible, of the Company or any
Subsidiary, except in the ordinary course of business consistent with past
practice;

          (j)  the Company and the Subsidiaries shall maintain their current
liability, casualty, property and other insurance coverages in full force and
effect without any material reduction in coverage;

          (k)  except as expressly contemplated hereby, the Company and the
Subsidiaries shall not issue any additional, or modify any outstanding, shares
of capital stock or any options, warrants or other rights to purchase, or
securities convertible into or exchangeable for, shares of capital stock of the
Company or any Subsidiary;

                                       28



          (l)  the Company and the Subsidiaries shall not declare or pay any
dividends on or make any other distributions (however characterized) in respect
of shares of their capital stock;

          (m)  except for any redemptions required under the Stock Redemption
Policy described in Section 6.5, the Company and the Subsidiaries shall not
repurchase or redeem any shares of their capital stock;

          (n)  the Company and the Subsidiaries shall not organize any new
subsidiary, acquire any capital stock or other equity security of any
corporation or acquire any equity or other ownership interest in any business;

          (o)  except for any changes required under GAAP, the Company and the
Subsidiaries shall not make any material change in the accounting principles or
practices reflected in the most recent audited Financial Statements or in their
methods of applying such principles or practices; and

          (p)  the Company and the Subsidiaries shall not incur any material
obligation or liability for borrowed money (other than advances under existing
credit facilities in the ordinary course of business and consistent with past
practice), nor guarantee, or agree to act as surety, indemnitor, co-signer or
accommodation party for, any indebtedness, liability or obligation of any third
party, except in the ordinary course of business and consistent with past
practice;

          (q)  the Company and the Subsidiaries shall not sell, transfer or
otherwise dispose of any of their properties or assets (real, personal or mixed,
tangible or intangible) except in the ordinary course of business and consistent
with past practices;

          (r)  neither the Company nor any of its Subsidiaries shall engage in
any activity which would accelerate or delay the collection of the accounts or
notes receivable of the Company or any of its Subsidiaries, accelerate or delay
the payment of the accounts payable of the Company or any of its Subsidiaries,
or reduce or otherwise restrict the amount of the inventory (including raw
material, packaging, work-in-process, or finished goods) of the Company or any
of its Subsidiaries on hand, in each case, other than in the ordinary course of
the conduct of business;

          (s)  the Company and its Subsidiaries shall not waive any rights to
the ownership or use of any Intangible Rights which are material to the Company
or any of its Subsidiaries and shall take steps consistent with its ordinary
course of business and past practices to maintain in full force and effect such
Intangible Rights;

          (t)  the Company and its Subsidiaries shall comply in all material
respects with all applicable laws, ordinances and regulations in the operation
of the Company's and its Subsidiaries' business;

          (u)  the Company and its Subsidiaries shall not take any action which
would render, or which could reasonably be expected to render, any
representation or warranty made by the Company in this Agreement untrue at (or
at any time prior to) the Closing;

          (v)  neither the Company nor any of its Subsidiaries shall forgive,
cancel or waive any rights or any debts or other material obligations owed to
the Company or any of its Subsidiaries, except in the ordinary course of
business consistent with past practice in respect of (A) receivables owed by
customers of the Company or its Subsidiaries arising from the sale of goods sold
by the Company or its Subsidiaries to such customers in the ordinary course of
business, and (B) the cancellation or forgiveness of amounts due from employees
relating to advances, reimbursements and similar arrangements, the aggregate
amount of which does not exceed $150,000;

          (w)  neither the Company nor any of its Subsidiaries shall take any
action which would require disclosure under Section 4.7;

          (x)  neither the Company nor any of its Subsidiaries shall file an
amended Tax return, change any method of accounting, or file any Tax election
which may have the effect of increasing the Tax liability of the Company or any
of its Subsidiaries; and

                                       29



          (y)  the Company and the Subsidiaries shall not enter into any
agreement or commitment to take any action prohibited under this Section 6.2.

     6.3  Non-Solicitation of Other Proposals

          (a)  The Company shall, and shall cause each of its Affiliates,
directors, officers, employees, advisors, agents and other representatives
(collectively, its "Representatives") to, immediately cease and terminate any
solicitation, initiation, encouragement, activity, discussion or negotiation
with any person with respect to any proposed, potential or contemplated Takeover
Proposal (as defined below).

          (b)  Subject to Section 6.3(c) below, the Company shall not, and shall
ensure that none of its Representatives will, directly or indirectly, (i)
solicit or initiate, or encourage the submission of, any proposal or indication
of interest relating to any Takeover Proposal, (ii) participate in any
discussion or negotiation regarding, or furnish to any person any non-public
information with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes, or may reasonably be
expected to lead to, any Takeover Proposal or (iii) authorize, approve,
consummate, engage in, or enter into any agreement with respect to, any Takeover
Proposal. The Company shall promptly inform its Representatives of the
obligations undertaken in this Section 6.3(b) and Section 6.3(a). Nothing in
this Section 6.3 shall be deemed to prohibit the Company or its Representatives
from responding to or communicating with the proponent of an unsolicited
Takeover Proposal to the limited extent reasonably necessary to clarify the
terms and conditions of the proposal.

          As used in this Agreement, "Takeover Proposal" shall mean an
unsolicited bona fide proposal for any (i) reorganization, dissolution,
liquidation or recapitalization of or involving the Company, (ii) merger,
consolidation, share exchange or acquisition of or involving the Company or any
of its Subsidiaries, (iii) sale of any material amount of assets of the Company
or any of its Subsidiaries (other than in the Company's ordinary course of
business consistent with past practice and custom), (iv) direct or indirect
purchase, sale or other disposition of any capital stock or other equity
interests of the Company, or any tender offer or exchange offer, involving 10%
or more of any class of equity securities of the Company or that if consummated
would result in any person beneficially owning 10% or more of any class of
equity securities of the Company, (v) similar transaction or business
combination involving the Company or its business or capital stock or assets or
(vi) other transaction the consummation of which would prevent, impede or delay
to any material degree the consummation of the Transaction. For purposes of this
paragraph, an "unsolicited" proposal shall include an unsolicited proposed
modification to a bid or proposal received on or prior to March 19, 2002, even
though the bid or proposal prior to March 19, 2002 was itself solicited.
Notwithstanding the foregoing, for purposes of Section 9.2 of this Agreement
only, a "Takeover Proposal" shall not include a proposal which in the good
faith, reasonable judgment of the Board will not result in a Superior Proposal,
provided that: (A) the Company has complied in all respects with its obligations
pursuant to this Agreement in respect of such proposal, including without
limitation its obligations pursuant to this Section 6.3(b) and Section 6.3(d)
below, (B) promptly after the Board has made the determination described in this
sentence, but in any event within ten (10) days after receipt of such proposal,
the Company has informed the Buyer of such determination and the basis for such
determination, (C) the Company has promptly provided to the Buyer such other
information as the Buyer may reasonably request to enable it to understand the
basis upon which the Board has made such determination, and (D) at no time after
the date hereof and prior to the end of the one (1)-year period commencing upon
any termination of this Agreement shall the Company, either directly or
indirectly through any of its Affiliates or Representatives, have entered into
discussions or negotiations with the person who made such proposal or any
Affiliate thereof relating to, or have entered into or proposed to enter into a
letter of intent, agreement in principle, merger agreement, share exchange
agreement, acquisition agreement, option agreement or other similar agreement
with respect to any Takeover Proposal (determined without regard to this
sentence).

          (c)  Notwithstanding Section 6.3(b) above, the Company may, and may
authorize and permit its Representatives to, provide other persons with
nonpublic information, otherwise facilitate any effort or attempt by another
person to make or implement a Takeover Proposal, and participate in discussions
and negotiations with any other person relating to such Takeover Proposal, if:
(i) each of the conditions in clauses (A), (B) and (C) of Section 6.1(a)(iii)
shall have been satisfied, (ii) the Company shall have notified the Buyer of
such Takeover Proposal by delivering a Proposal Notice to the Buyer in
accordance with Section 9.3(b) below and Buyer shall have failed to deliver to
the Company, within the period set forth in such provision, a written notice
proposing to amend

                                       30



the terms of the Share Exchange in accordance with Section 9.3(b), and (iii)
after the conditions described in clauses (i) and (ii foregoing have been
satisfied, the Board shall have concluded in good faith that such Takeover
Proposal is reasonably likely to result in a Superior Proposal (as defined in
Section 9.3(a)).

          (d)  The Company shall immediately notify the Buyer of any
solicitation of information, proposal, indication of interest or other
communication of which it may become aware relating to a possible Takeover
Proposal, and immediately deliver to the Buyer a written notice of the same,
including the identity of the person making such Takeover Proposal (including
the names of the persons controlling any such entity) and, in reasonable detail,
the terms and conditions thereof. Further, if such person proposes any change in
any of the terms or conditions in a Takeover Proposal, the Company shall
immediately notify the Buyer, describing such change in reasonable detail,
orally and in writing.

          (e)  Prior to the termination of this Agreement in accordance with
Section 9.1 below, the Company shall not enter into any agreement, letter of
intent or other similar instrument accepting any Takeover Proposal by any person
other than the Buyer; any confidentiality letter or similar instrument entered
into with a party to any Takeover Proposal shall be on terms substantially
similar to those of the Confidentiality Agreement. Nothing in this Section 6.3
shall entitle the Company to terminate this Agreement (except as specifically
provided in Section 9.1 hereof) or affect any other obligation of the Company
under this Agreement.

     6.4  Amendment of Articles of Incorporation and By-Laws; Voting Trust.
Prior to the Closing the Company will take appropriate action (as part of the
Shareholders' Meeting, the Certificate Holders' Meeting or otherwise), which
action may be contingent on the closing of the transactions contemplated hereby:

          (a)  to amend its Articles of Incorporation and By-Laws to the extent
necessary to remove any restrictions on the transfer or ownership of the
Company's stock that are inconsistent with or would be breached by the
transactions contemplated hereby;

          (b)  to repeal in its entirety Article V of its By-Laws, effective as
of the Closing Date; and

          (c)  to terminate the Voting Trust (the "Voting Trust") under Amended
and Restated Voting Trust Agreement dated September 16, 1983 (as amended to
date) (the "Trust Agreement").

     6.5  The Company's Policy on Redemptions of its Shares. With respect to the
Company's Policy Relating to Redemption of Stock by Inactive Customer
Shareholders and Former Employees (the "Stock Redemption Policy"):

          (a)  the Company will take the following actions:

               (i)    the Company will suspend, for the period from the date of
     this Agreement through the date specified in Section 9.1(i), any
     repurchases of Shares pursuant to the Stock Redemption Policy for which a
     repurchase request was received prior to the date hereof ("Tendered
     Shares"), and will permit such Tendered Shares to remain outstanding for
     such period or, if earlier, until the Effective Time;

               (ii)   between the date of this Agreement and the Closing Date,
     the Company will not accept any new requests for redemption of Shares
     pursuant to the Stock Redemption Policy; and

               (iii)  the Company will take appropriate actions to rescind the
     Stock Redemption Policy entirely, conditioned upon the closing of the
     transactions contemplated by this Agreement.

          (b)  the Company and the Buyer agree that with respect to any Tendered
Shares that are not repurchased pursuant to the Stock Redemption Policy as
contemplated under Section 6.5(a) prior to the Effective Time, all such Shares
will be treated as outstanding Shares of the Company for all purposes in
connection with this Agreement and will be treated in the same manner as other
Shares are treated hereunder; and

                                       31



          (c)  in the event the transactions contemplated hereby are not
consummated, the Stock Redemption Policy will not be deemed rescinded, but
rather shall remain in full force and effect, and the rights and obligations of
the Company and its shareholders thereunder (including with respect to Tendered
Shares for which repurchase becomes suspended under paragraph 6.5(a) above) will
be unaffected by this Agreement or any actions taken by the Company hereunder.

     6.6  Access to Personnel, Properties, Books and Records. From the date
hereof until the Closing Date, the Company will cooperate fully with the Buyer
in the Buyer's investigation of the business, assets and liabilities of the
Company and each Subsidiary. Without limiting the generality of the foregoing,
the Company will allow the employees, attorneys, accountants, lenders (and their
representatives), and other representatives of the Buyer to meet with the
management of the Company and each Subsidiary and their representatives, to have
full and complete access to the books, records, properties, financial statements
and other documents and materials relating to the Company's and the
Subsidiaries' operations (including the right to make extracts therefrom or
copies thereof); provided that reasonable accommodations will be made with
respect to the timing and location of such access to minimize interference with
individuals' regular duties and responsibilities and disruption of normal
business activities. The information furnished by the Company or its
representatives to the Buyer or its representatives pursuant to this Section 6.6
shall be subject to the provisions of the Confidentiality Agreement previously
entered into between the parties hereto (the "Confidentiality Agreement").

     6.7  Best Efforts.

          (a)  Subject to Section 6.7(b), the Company and the Buyer shall each
cooperate with the other and use (and the Company shall cause the Subsidiaries
to use) their respective reasonable best efforts to promptly (i) take or cause
to be taken all necessary actions, and do or cause to be done all things,
necessary, proper or advisable under this Agreement and applicable laws to
consummate and make effective the Share Exchange and the other transactions
contemplated by this Agreement as soon as practicable, including, without
limitation, preparing and filing promptly and fully all documentation to effect
all necessary filings, notices, petitions, statements, registrations,
submissions of information, applications and other documents and (ii) obtain all
approvals, consents, registrations, permits, authorizations and other
confirmations required to be obtained from any third party or governmental or
regulatory authority necessary, proper or advisable to consummate the Share
Exchange and the other transactions contemplated by this Agreement (each a
"Required Approval"). In furtherance and not in limitation of the foregoing,
each party hereto agrees to make, as promptly as practicable, to the extent it
has not already done so, (i) an appropriate filing of a Notification and Report
Form pursuant to the HSR Act with respect to the transactions contemplated
hereby (which filing shall be made in any event within five business days of the
date hereof ) and (ii) all necessary filings with other governmental or
regulatory authorities relating to the Share Exchange, and, in each case, to
supply as promptly as practicable any additional information and documentary
material that may be requested pursuant to such laws and to use reasonable best
efforts to cause the expiration or termination of the applicable waiting periods
under the HSR Act and the receipt of Required Approvals under such other laws as
soon as practicable. The application filing fee under the HSR Act shall be borne
equally by the Buyer and the Company. Subject to applicable laws relating to the
exchange of information, the Company and Buyer shall have the right to review in
advance, and to the extent practicable each will consult the other on, all the
information relating to the Company and the Subsidiaries or Buyer, as the case
may be, that appears in any filing made with, or written materials submitted to,
any third party and/or any governmental or regulatory authority in connection
with the Share Exchange and the other transactions contemplated by this
Agreement.

          (b)  Without limiting Section 6.7(a), each of the Buyer and the
Company shall (and the Company shall cause the Subsidiaries to):

               (i)    use its reasonable best efforts to avoid the entry of, or
     to have vacated or terminated, any decree, order, or judgment (including,
     without limitation, a second request for information under the HSR Act)
     that would restrain, prevent or delay the Closing, including without
     limitation defending through litigation on the merits any claim asserted in
     any court by any person;

               (ii)   in connection with the efforts referenced in Section
     6.7(a) to obtain all Required Approvals, use its reasonable best efforts to
     (i) cooperate in all respects with each other in connection with any filing
     or submission and in connection with any investigation or other inquiry,
     including any

                                       32



     proceeding initiated by a private party; (ii) promptly inform the other
     party of any communication received by such party from, or given by such
     party to any other governmental or regulatory authority and of any material
     communication received or given in connection with any proceeding by a
     private party, in each case regarding any of the transactions contemplated
     hereby, and (iii) permit the other party to review any communications given
     by it to, and consult with each other in advance to the extent practicable
     of any meeting or conference with, any such other governmental or
     regulatory authority or, in connection with any proceeding by a private
     party, with any other person, and to the extent permitted by applicable
     governmental or regulatory authority or other person, give the other party
     the opportunity to attend and participate in such meetings and conferences;
     and

          (c)  Notwithstanding the foregoing or any other provision of this
Agreement, nothing in this Section 6.7 shall limit a party's right to terminate
this Agreement pursuant to Section 9.1 provided that such party has up to then
complied in all respects with its obligations under this Section 6.7.

     6.8  Confidentiality. The Company shall, and shall cause its
Representatives to, keep the terms of this Agreement and the transactions
contemplated hereby (including, without limitation, the terms of the Share
Exchange and the Proxy Statement) confidential; provided that (i) immediately
following the execution hereof, the Buyer and the Company shall jointly make the
press release in the form attached as Exhibit B hereto; (ii) the Company may
discuss with its shareholders and the Trust Certificate Holders the terms
(including financial terms) of the Share Exchange, but only after obtaining (and
not thereafter waiving) the agreement of such persons to hold such information
confidential (it being acknowledged that a breach of such undertaking of
confidentiality by such persons shall not be considered a breach by the Company
of this Agreement); (iii) the Company shall deliver the Proxy Statement to the
Company's shareholders and the Trust Certificate Holders as required under
Section 6.1(a)(ii) above; (iv) the Company will be permitted to make appropriate
disclosures (subject to Section 6.1(a)(iii)) to its shareholders and the Trust
Certificate Holders at the Shareholders Meeting and Certificate Holders'
Meeting, respectively; and (iv) the Company may discuss with its employees and
other interested parties the transactions contemplated by this Agreement, other
than any of its financial terms and the provisions contained in Sections 6.1 and
6.3 and Article IX hereof, following publication of the press release referenced
in clause (i) of this paragraph. The Proxy Statement shall include on its cover
a prominent statement, in form and content reasonably satisfactory to the Buyer,
that the contents thereof are delivered subject to an understanding between the
Company and the Buyer that the contents thereof shall be held confidential by
the Company, the Company's stockholders and the Trust Certificate Holders.
Except as provided in the preceding sentence and without limiting the generality
of the foregoing, without the prior written consent of the Buyer, no disclosure
shall be made by the Company or its Representatives relating to the terms of
this Agreement or the transactions contemplated hereby (except that the Company
may disclose the fact of the existence of the Share Exchange and the identity of
the parties) until after the Closing.

     6.9  Contracts Honored. The Buyer acknowledges that various Company
employees (the "Contract Employees") have severance agreements, deferred
compensation agreements, and employment agreements with the Company, such
persons and their respective agreements being identified on Section 4.13 of the
Disclosure Schedule, which provide for the payment of certain benefits, and in
some cases the satisfaction of certain ongoing obligations, in the event of a
change in control such as would be effected by the Share Exchange contemplated
herein. Buyer agrees that, with respect to each of the Contract Employees, it
will (and will cause the Company to) honor their existing contracts and
agreements and, where applicable, be responsible for such ongoing obligations as
such contracts and agreements may provide. Buyer and the Company further agree
and acknowledge that, following consummation of the Share Exchange, each of the
Contract Employees who is listed on the Disclosure Schedule with the notation
"Good Reason" will have "Good Reason" (as that term is used in such agreements)
for the resignation of his or her position with the Company. Buyer and the
Company further agree that for the fiscal year of the Company in which the
Closing occurs, those employees of the Company who are participants in the
Company's 2001 Incentive Compensation Plan will, notwithstanding the terms of
such Plan, be entitled to receive an annual bonus under Part IV of that Plan, in
an amount equal to the Annual Bonus received thereunder for the fiscal year
2001, pro-rated for the portion of the 2002 fiscal year that has elapsed prior
to the Closing Date.

                                       33



     6.10 Directors' and Officers' Indemnification and Insurance.

          (a)  In the event of any threatened or actual claim, action, suit,
proceeding or investigation, whether civil, criminal or administrative,
including, without limitation, any such claim, action, suit, proceeding or
investigation in which any person who is now, or has been at any time prior to
the date of this Agreement, or who becomes prior to the Effective Time, a
director, officer or employee of the Company or any of the Subsidiaries
(including in his/her role as a fiduciary of the employee benefit plans of the
Company or the Subsidiaries, if applicable) (the "Indemnified Parties") is, or
is threatened to be, made a party based in whole or in part on, or arising in
whole or in part out of, or pertaining to (i) the fact that he is or was a
director, officer or employee of the Company, any of the Subsidiaries or any of
their respective predecessors or (ii) this Agreement or any of the transactions
contemplated hereby, whether in any case asserted or arising before or after the
Effective Time, the parties hereto agree to cooperate and use their best efforts
to defend against and respond thereto. It is understood and agreed that after
the Effective Time, the Buyer shall indemnify and hold harmless, to the fullest
extent permitted by applicable law, each such Indemnified Party against any
losses, claims, damages, liabilities, costs, expenses (including reasonable
attorney's fees and expenses in advance of the final disposition of any claim,
suit, proceeding or investigation, upon receipt of any undertaking reasonably
acceptable to the Company, if and to the extent required under applicable law),
judgments, fines and amounts paid in settlement in connection with any such
threatened or actual claim, action, suit, proceeding or investigation, and in
the event of any such threatened or actual claim, action, suit, proceeding or
investigation (whether asserted or arising before or after the Effective Time),
the Indemnified Parties may retain counsel reasonably satisfactory to them;
provided, however, that (A) Buyer shall have the right to assume the defense
thereof and upon such assumption the Buyer shall not be liable to any
Indemnified Party for any legal expenses of other counsel or any other expenses
subsequently incurred by any Indemnified Party in connection with the defense
thereof, except that if the Buyer elects not to assume such defense or counsel
for the Indemnified Parties reasonably advises that there are issues which raise
conflicts of interest between the Buyer and the Indemnified Parties, the
Indemnified Parties may retain counsel satisfactory to them, and the Buyer shall
pay the reasonable fees and expenses of such counsel for the Indemnified
Parties, (B) Buyer shall in all cases be obligated pursuant to this Section 6.10
to pay for only one firm of counsel for all Indemnified Parties, (C) Buyer shall
not be liable for any settlement effected without its prior written consent
(which consent shall not be unreasonably withheld) and (D) Buyer shall have no
obligation hereunder to any Indemnified Party when and if a court of competent
jurisdiction shall ultimately determine, and such determination shall have
become final and nonappealable, that indemnification of such Indemnified Party
in the manner contemplated hereby is prohibited by applicable Law. Any
Indemnified Party wishing to claim indemnification under this Section 6.10, upon
learning of any such claim, action, suit, proceeding or investigation, shall
promptly notify the Buyer thereof, provided that the failure to so notify shall
not affect the obligations of the Buyer under this Section 6.10 except to the
extent such failure to notify materially prejudices the Buyer.

          (b)  Buyer shall use its best efforts to purchase, and for a period of
three (3) years after the Effective Time maintain in effect, directors and
officers liability insurance coverage with respect to wrongful acts and/or
omissions committed or allegedly committed by any of the officers or directors
of the Company prior to the Effective Time ("D&O Coverage"). Such D&O Coverage
shall have an aggregate coverage limit over the term of such policy in an amount
no less than the aggregate annual coverage limit under the Company's existing
directors' and officers' liability insurance policy, and in all other material
respects shall be at least comparable to such existing policy; provided,
however, that in no event will the Buyer be required to expend, on an annual
basis, as the cost of maintaining such D&O Coverage, more than 150% of the
amount currently expended by the Company to procure its existing D&O Coverage
(the "Maximum Premium"); and provided further, that if the Buyer is unable to
obtain or maintain the D&O Coverage called for by this Section 6.10(b) for an
amount equal to or less than the Maximum Premium, then the Buyer will
nonetheless use its reasonable best efforts to procure and maintain as much
comparable D&O Coverage as it can obtain for such Maximum Premium. The amount
currently expended by the Company to procure its D&O Coverage is $130,000 per
annum. Notwithstanding the foregoing, the Buyer, if it so elects, may satisfy
its obligations under this Section 6.10(b) at any time by procuring one or more
so-called "tail" or "runoff" policies of directors' and officers' liability
insurance that insure against the risks that would be insured against by the D&O
Coverage.

          (c)  In the event the Buyer or any of its successors or assigns (i)
consolidates with or merges into any other person and shall not be the
continuing or surviving corporation or entity of such consolidation or merger,
or (ii) transfers or conveys all or substantially all of its properties and
assets to any person, then, and in each

                                       34



such case, proper provision shall be made so that the successors and assigns of
the Buyer assume the obligations set forth in this section.

          (d)  In addition to the other indemnification obligations set forth in
this Section 6.10, the Buyer will cause the Company's Articles of Incorporation
to continue to include indemnification provisions substantially the equivalent
of those currently contained therein, and fulfill the obligations of the Company
to indemnify directors and officers under such provisions.

          (e)  The provisions of this Section 6.10 are intended to be for the
benefit of, and shall be enforceable by, each Indemnified Party and his or her
heirs and representatives

          (f)  For purposes of this Section 6.10, an "officer" of the Company
includes a person who is or has been a Trustee of the Company's Voting Trust.

     6.11 Expenses.

          (a)  Except as otherwise provided in this Agreement, all Expenses (as
defined below) incurred by the Buyer and the Company shall be borne solely and
entirely by the party which has incurred the same.

          (b)  "Expenses" as used in this Agreement shall include all
out-of-pocket expenses (including, without limitation, all fees and expenses of
counsel, accountants, investment bankers, lenders, experts and consultants to
the party and its Affiliates) incurred by a party or on its behalf in connection
with or related to the authorization, preparation, execution or performance of
this Agreement and the transactions contemplated hereby (including, in the case
of the Buyer, any such expenses incurred by or on behalf of Willis Stein &
Partners III, L.P. or any of its affiliates, and including any such expenses
incurred in connection with the due diligence review of the Company and the
transactions contemplated hereby and its participation in the sale process
conducted by the Company's financial advisor), the solicitation of shareholder
approvals and all other matters related to the closing of the transactions
contemplated hereby and thereby, including, without limitation, the fees paid by
the Company to and expenses incurred by the Company's financial advisor, Bear,
Stearns & Co. Inc.

     6.12 Company's Buying Deposit Agreements. As of the Effective Time, the
Buying Deposit Agreements in effect between the Company and its retailer
customers will be terminated and the collateral held thereunder will be
released.

                                  ARTICLE VII
                   Conditions to the Obligations of the Buyer

     The obligations of the Buyer to consummate the transactions contemplated
hereunder shall be subject to the satisfaction of each of the following
conditions as of the Closing, unless waived by the Buyer in writing:

     7.1  Representations and Warranties True. All of the representations and
warranties of the Company contained in this Agreement (including, without
limitation, the Disclosure Schedule hereto) shall be true and correct on the
Closing Date as though such representations and warranties were made on such
date, except where the failure of such representations and warranties to be true
and correct shall not, in the aggregate, be material to the business, financial
condition, results of operations or prospects of the Company and the
Subsidiaries, taken as a whole, and the Company shall have delivered to the
Buyer a certificate to that effect at the Closing. For purposes of this Section
7.1, each of the representations and warranties of the Company contained in this
Agreement which is qualified in any respect by a separate standard of
materiality or by reference to Material Adverse Effect shall be deemed to be
made without giving effect to any of such separate qualifications.

     7.2  Performance. The Company shall have performed and complied in all
material respects with all covenants and obligations under this Agreement which
are required to be performed or complied with by such parties on or prior to the
Closing Date.

                                       35



     7.3  Approvals, Permits, Etc. All consents, authorizations, approvals,
exemptions, licenses or permits of, or registrations, qualifications,
declarations or filings with, any governmental body or agency thereof that are
required in connection with the Share Exchange pursuant to this Agreement and
the consummation of the transactions contemplated hereby, shall have been duly
obtained or made in form and substance reasonably satisfactory to the Buyer and
its counsel and shall be effective at and as of the Closing Date, including
without limitation, the filing of notices with the appropriate authorities under
the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Filings") and the
expiration of the waiting periods thereunder

     7.4  Delivery of Closing Documents. The Company shall have delivered to the
Buyer the documents referred to in Section 3.2(a) hereof, in form and substance
reasonably satisfactory to the Buyer and its counsel.

     7.5  Absence of Certain Events. No statute, rule or regulation shall have
been enacted or promulgated which would make any of the transactions
contemplated by this Agreement illegal or would otherwise prevent the
consummation thereof. No order, decree, writ or injunction shall have been
issued and shall remain in effect, by any court or governmental body or agency
thereof which restrains, enjoins or otherwise prohibits the consummation of the
transactions contemplated hereby.

     7.6  No Material Adverse Change. There shall have been no Material Adverse
Change affecting the Company during the period between the date of the most
recent audited Financial Statements and the Closing Date.

     7.7  Consents. The Company shall have obtained and delivered to Buyer all
consents of third parties in relation to the Share Exchange that may be required
pursuant to any agreement to which the Company is a party or by which it is
bound.

     7.8  Dissenting Shareholders. Dissenter's rights shall not have been
exercised pursuant to Subchapter XIII of the WBCL with respect to more than ten
(10%) percent of the shares of Company Common Stock issued and outstanding as of
the Effective Time.

     7.9  Shareholders' Meeting. The Company shall have called and held the
Shareholders' Meeting, at which the requisite affirmative vote of the
shareholders of the Company required under the WBCL for approval of the Share
Exchange shall have been obtained. The Certificate Holders' Meeting shall have
been held, and at such meeting the requisite affirmative vote of the Certificate
Holders required under the WBCL and the Voting Trust Agreement for approval of
the Share Exchange shall have been obtained.

     7.10 Trademark Licenses. The Company and each of its Subsidiaries shall
have entered into written trademark licenses with respect to the "PICK `N SAVE"
trademark that are in form and substance reasonably satisfactory to the Buyer
and its counsel, with those of its customers that use the "PICK `N SAVE"
trademark, but are not currently parties to a written license to use such
trademark.

     7.11 Non-Competition Agreements. Each of Messrs. Gerald F. Lestina and
Robert D. Ranus shall have executed and delivered to the Buyer a
non-competition, non-solicitation and confidentiality agreement, in form and
substance reasonably acceptable to the Buyer, and such agreements shall be in
full force and effect as of the Closing. No separate or additional monetary
consideration shall be payable to either Mr. Lestina or Mr. Ranus for such
agreements.

     7.12 Financing. The Buyer shall have received the debt financing proceeds
in substantially the amounts, and on substantially the terms and conditions set
forth in the term sheets included with the Commitment Letters and reasonably
satisfactory to the Buyer.

     7.13 Payoff Letters and Releases. The Company shall have provided to the
Buyer payoff letters with respect to all Indebtedness of the Company and its
Subsidiaries (other than capital leases that will remain in force and effect
following the Closing) outstanding as of the Closing and obtained releases of
all Encumbrances, including appropriate UCC termination statements, against the
Company's or any of its Subsidiaries' property, all on terms reasonably
satisfactory to the Buyer.

                                       36



                                  ARTICLE VIII
                  Conditions to the Obligations of the Company

     The obligations of the Company to consummate the transactions contemplated
hereunder shall be subject to the satisfaction of each of the following
conditions on or prior to the Closing, unless waived by the Company in writing:

     8.1  Representations and Warranties True. All of the representations and
warranties of the Buyer contained in this Agreement (including, without
limitation, the Disclosure Schedule) shall be true and correct in all material
respects (except that where any statement in a representation or warranty is
qualified by a standard of materiality, such statement, as so qualified, shall
not have become untrue in any respect) on the Closing Date as though such
representations and warranties were made on such date, and the Buyer shall have
delivered certificates to that effect at the Closing.

     8.2  Performance. The Buyer shall have performed and complied in all
material respects with all covenants and obligations under this Agreement which
are required to be performed or complied with by it on or prior to the Closing
Date.

     8.3  Approvals, Permits, Etc. All consents, authorizations, approvals,
exemptions, licenses or permits of, or registrations, qualifications,
declarations or filings with, any governmental body or agency thereof that are
required in connection with the Share Exchange pursuant to this Agreement and
the consummation of the transactions contemplated hereby shall have been duly
obtained or made in form and substance reasonably satisfactory to the Company
and its counsel and shall be effective at and as of the Closing Date, including,
without limitation, the HSR filings and the expiration of the waiting periods
thereunder.

     8.4  Delivery of Closing Documents. The Company shall have received the
cash, instruments, agreements and other documents referred to in Section 3.2(b)
hereof in form and substance reasonably satisfactory to the Company and its
counsel.

     8.5  Absence of Certain Events. No statute, rule or regulation shall have
been enacted or promulgated which would make any of the transactions
contemplated by this Agreement illegal or would otherwise prevent the
consummation thereof. No order, decree, writ or injunction shall have been
issued and shall remain in effect, by any court or governmental body or agency
thereof which restrains, enjoins or otherwise prohibits the consummation of the
transactions contemplated hereby.

     8.6  Shareholders' Meeting; Certificate Holders' Meeting. The requisite
affirmative vote of the shareholders of the Company required under the WBCL for
approval of the Share Exchange shall have been obtained, and the requisite
affirmative vote of the Certificate Holders required under the WBCL and the
Voting Trust Agreement for approval of the Share Exchange shall have been
obtained.

                                   ARTICLE IX
                                   Termination

     9.1  Termination. This Agreement may be terminated at any time prior to the
Closing Date, subject to Section 9.2 below:

          (a)  by mutual written consent of the Buyer and the Company;

          (b)  by either the Buyer or the Company if any approval of the
shareholders of the Company required for the consummation of the Share Exchange
shall not have been obtained by reason of the failure to obtain the required
vote at a duly held meeting of such shareholders or at any adjournment or
postponement thereof;

          (c)  by the Company or the Buyer (A) if there has been a breach in any
material respect (except that where any statement in a representation or
warranty is qualified by a standard of materiality, such statement, as so
qualified, shall have been breached) of any representation, warranty, covenant
or agreement on the

                                       37



part of the other party set forth in this Agreement, or (B) if any
representation or warranty of the Company, on the one hand, or the Buyer, on the
other hand, shall be discovered to have become untrue in any material respect
(except that where any statement in a representation or warranty is qualified by
a standard of materiality, such statement, as so qualified, shall not have
become untrue in any respect), in either case, which breach or other condition
has not been cured within thirty (30) days following receipt by the
non-terminating party of notice of such breach or other condition, or which
breach by its nature, cannot be cured prior to the Closing Date; provided,
however, neither party shall have the right to terminate this Agreement pursuant
to this Section 9.1(c) unless the breach of any representation or warranty (but
not breaches of covenants or agreements), together with all other such breaches,
would entitle the party receiving such representation or warranty not to
consummate the transactions contemplated hereby under Section 7.1 (in the case
of a breach of a representation or warranty by the Company) or Section 8.1 (in
the case of a breach of a representation or warranty by the Buyer); and,
provided further that this Agreement may not be terminated pursuant to this
Section 9.1(c) by the breaching party or party making any representation or
warranty which shall have become untrue in any material respect;

          (d)  by the Company upon at least five (5) days' prior written notice
thereof to the Buyer so long as, prior to giving such notice and at the
effective time of such termination: (i) the Board shall have determined to
accept a Superior Proposal, (ii) the Board, after having consulted with and
considered the advice of the Company's outside counsel, shall have determined in
good faith that its failure to accept such Superior Proposal will reasonably be
deemed to constitute a breach of its fiduciary duties under applicable law, and
(iii) each of the conditions in clauses (B) through (E) of Section 6.1(a)(iii)
shall have been satisfied;

          (e)  [intentionally omitted]

          (f)  by the Buyer if (i) the Board shall not have recommended, or
shall have resolved not to recommend or shall have qualified, modified or
withdrawn (or proposed to qualify, modify or withdraw) its recommendation of the
Share Exchange or declaration that the Share Exchange is advisable and fair to
and in the best interest of the Company and its shareholders, or shall have
resolved to do so, (ii) any person (other than the Buyer) acquires or becomes
the beneficial owner of 20% or more of the outstanding shares of the Company
Common Stock, (iii) the Board shall have resolved to accept any Takeover
Proposal or recommended to the shareholders of the Company (or the Trust
Certificate Holders) any Takeover Proposal or shall have resolved to do so, (iv)
a tender offer or exchange offer for 20% or more of the outstanding shares of
capital stock is commenced, and the Board fails to recommend against acceptance
of such tender offer or exchange offer by its shareholders and the Trust
Certificate Holders (including by taking no position with respect to the
acceptance of such tender offer or exchange offer by its shareholders or Trust
Certificate Holders), or (v) the Company or any of its Subsidiaries shall have
entered into or proposed to enter into a letter of intent, agreement in
principle, merger agreement, share exchange agreement, acquisition agreement,
option agreement or other similar agreement with respect to any Takeover
Proposal;

          (g)  by either the Buyer or the Company if any permanent injunction
preventing the consummation of the Share Exchange shall have become final and
nonappealable;

          (h)  by the Buyer if (i) there shall have been any breach of the
obligations of the Company or the Board under Section 6.1, Section 6.3 or
Section 6.8, or (ii) dissenter's rights shall have been exercised pursuant to
Subchapter XIII of the WBCL with respect to more than ten percent (10%) of the
shares of the Company Common Stock issued and outstanding as of the Effective
Time;

          (i)  by either the Buyer or the Company if the Share Exchange shall
not have been consummated by September 30, 2002; provided, however, that the
right to terminate this Agreement under this Section 9.1(i) shall not be
available to any party whose failure to fulfill any obligation under this
Agreement has been the cause of, or resulted in, the failure of the consummation
of the Share Exchange as of such date.

     9.2  Effect of Termination.

          (a)  In the event of the termination of this Agreement in accordance
with Section 9.1, this Agreement shall forthwith become void and all rights and
obligations of any party hereto shall cease except: (i) as set forth in this
Section 9.2, (ii) the provisions of this Section 9.2 and Section 6.11 shall
survive such termination;

                                       38



and (iii) nothing herein shall relieve any party from liability for any breach
of this Agreement, except as provided in Section 9.2(d), or shall restrict
either party's rights in the case thereof notwithstanding the provisions of
Section 6.11.

          (b)  Notwithstanding anything herein to the contrary, in the event
that this Agreement is terminated:

               (i)    (A) by the Buyer or the Company in accordance with Section
     9.1(g) or (B) by the Buyer or the Company in accordance with Section
     9.1(i),

          and a Takeover Proposal shall have been made prior to any such
termination of this Agreement,

OR

               (ii)   (A) by the Company or the Buyer in accordance with Section
     9.1(b) or (B) by the Buyer in accordance with Section 9.1(c), Section
     9.1(f)(i) or Section 9.1(h),

then the Company shall pay to the Buyer by wire transfer of immediately
available funds an amount equal to the lesser of the aggregate amount of Buyer's
Reimbursable Costs and Four Million Dollars ($4,000,000), and such termination
shall not be effective in respect of any of the Company's obligations under this
Agreement unless and until the Company shall have made such payment to the
Buyer. The Company's payment to the Buyer of such amount shall be made promptly,
but in no event later than the date of such termination. As used in this
Agreement, "Reimbursable Costs" means the reasonable out-of-pocket Expenses
incurred by the Buyer (or on its behalf), excluding the time of any employee,
officer or director of the Buyer or its Affiliates.

          (c)  Notwithstanding the provisions of Section 6.11, and without
duplication of the payments contemplated by Section 9.2(b) above, in the event
that:

               (i)    (A)  this Agreement is terminated (1) by the Company or
     the Buyer in accordance with Section 9.1(b), (2) by the Buyer in accordance
     with Section 9.1(c), Section 9.1(f)(i) or Section 9.1(h), or (3) by the
     Buyer or the Company in accordance with Section 9.1(g) or Section 9.1(i),
     and

                      (A)  a Takeover Proposal shall have been made prior to any
               such termination of this Agreement, and

                      (B)  concurrently with or within twelve months after any
               such termination, (1) a Third Party Acquisition Event (as defined
               below) occurs or (2) the Company shall enter into any letter of
               intent, agreement in principle, acquisition agreement, merger
               agreement, share exchange agreement, option agreement or other
               similar agreement or propose publicly or agree to any of the
               foregoing with respect to any Third Party Acquisition Event
               (provided that in the case of this clause (2), the Third Party
               Acquisition Event contemplated thereby is ultimately consummated,
               even if after such twelve-month period); or

               (ii)   this Agreement is terminated by the Company in accordance
     with Section 9.1(d); or

               (iii)  this Agreement is terminated by the Buyer in accordance
     with Section 9.1(f)(ii), 9.1(f)(iii), 9.1(f)(iv) or 9.1(f)(v),

then, in each case and without duplication, the Company shall pay to Willis
Stein by wire transfer of immediately available funds a fee (the "Termination
Fee") equal to Twenty Million Dollars ($20,000,000) and to the Buyer an amount
equal to the Buyer's Reimbursable Costs; provided that the aggregate amount
payable by the Company to Willis Stein and the Buyer pursuant to this Section
9.2(c) will not exceed that amount which, when combined with the payment
previously made by the Company to the Buyer pursuant to Section 9.2(b), equals
Twenty One Million

                                       39



Five Hundred Thousand Dollars ($21,500,000). Such payment shall be made
promptly, but in no event later than (x) in the case of clause (i) above,
subject to Section 9.2(b) above, the later to occur of the date of such
termination and the date of such Third Party Acquisition Event and (y) in the
case of clause (ii) or clause (iii) above, the date of such termination. If this
Agreement is terminated pursuant to Section 9.1(d) or by the Buyer pursuant to
Section 9.1(f), such termination shall not be effective in respect of any of the
Company's obligations hereunder until the Company has paid to the Buyer in full
all amounts owing to the Buyer pursuant to this Section 9.2(c). For purposes
hereof, "Willis Stein" means, collectively, Willis Stein & Partners III, L.P.,
Willis Stein & Partners Dutch III-A, L.P., Willis Stein & Partners Dutch III-B,
L.P., and Willis Stein & Partners III-C, L.P.

     As used in this Agreement, a "Third Party Acquisition Event" involving the
Company means (1) a transaction or series of transactions pursuant to which any
person or group (as such term is defined under the Exchange Act), other then the
Buyer or any affiliate thereof ("Third Party"), acquires (or would acquire upon
completion of such transaction or series of transactions) more than twenty
percent (20%) of the outstanding equity securities or voting power of the
Company or any Subsidiary, pursuant to a tender offer or exchange offer or
otherwise, (2) a merger, consolidation, share exchange or other business
combination involving the Company or any Subsidiary pursuant to which any Third
Party acquires ownership (or would acquire ownership upon consummation of such
merger, consolidation, share exchange or other business combination) of more
than twenty percent (20%) of the outstanding equity securities or voting power
of the Company or any Subsidiary or of the entity surviving such merger or
business combination or resulting from such consolidation, (3) any other
transaction or series of transactions pursuant to which any Third Party acquires
(or would acquire upon completion of such transaction or series of transactions)
control of assets of the Company or any Subsidiary (including, for this purpose,
outstanding equity securities of subsidiaries of such party) having a fair
market value equal to more than twenty percent (20%) of the fair market value of
all the consolidated assets of the Company immediately prior to such transaction
or series of transactions, or (4) any transaction or series of transactions
pursuant to which any Third Party acquires (or would acquire upon completion of
such transaction or series of transactions) control of the Board or by which
nominees of any Third Party are (or would be) elected or appointed to a majority
of the seats on the Board.

          (d)  The Company hereby acknowledges that the agreements contained in
Section 9.2(b) and Section 9.2(c) are an integral part of the transactions
contemplated by this Agreement, and that, without such agreements, the Buyer
would not enter into this Agreement. Accordingly, if either (i) the Company
fails promptly to pay any amount due pursuant to Section 9.2(b) or (ii) the
Company fails promptly to pay any amount due pursuant to Section 9.2(c) and a
Third Party Acquisition Event has occurred, and, in order to obtain such
payment, the Buyer commences a lawsuit which results in a judgment against the
Company for all or any portion of the amounts contemplated by Section 9.2(b) or
Section 9.2(c), the Company shall pay to the Buyer the Buyer's costs and
expenses (including attorneys' fees and expenses) incurred in connection with
such lawsuit, together with interest at the prime rate in effect on the date
such payment was required to be made, as published in the Wall Street Journal.
The Company hereby agrees that any remedy or amount payable pursuant to Section
9.2(b) or Section 9.2(c) shall not preclude any other remedy or amount payable
hereunder and will not be an exclusive remedy for any breach by the Company of
any representation, warranty, covenant or agreement contained in this Agreement;
provided that if the Buyer terminates this Agreement in accordance with Section
9.1(c) and receives in a timely manner all payments to which it is entitled
pursuant to Section 9.2(b) and Section 9.2(c), then such payments will be the
Buyer's exclusive remedy for any breach by the Company of any representation,
warranty, covenant or agreement contained in this Agreement.

     9.3  Superior Proposal.

          (a)  Subject to Section 9.3(b) below, for purposes of this Agreement,
a "Superior Proposal" shall mean a Takeover Proposal that (i) either is not
subject to a financing contingency or, if so subject, is accompanied by executed
financing commitments from bona fide lenders or investors in sufficient amount
and customary form, (ii) the Board in good faith concludes (following the
receipt of the advice from its financial advisors and outside counsel) will
result in a transaction which is likely to be consummated and (iii) the Board in
good faith concludes (following the receipt of the advice from its financial
advisors and outside counsel) will be likely to result in a transaction that, if
consummated, would yield a higher purchase price to, and would otherwise be more
favorable from a financial point of view to, the shareholders of the Company
than the Share Exchange (taking into account any changes to the terms of the
Share Exchange proposed by the Buyer pursuant to Section 9.3(b) below). In
making its determination under clause (iii) above, the Board shall take into
account, among other things,

                                       40



the form of consideration offered, it being understood that, in valuing any such
consideration other than cash, the Board will take into account such valuation
factors (such as discounts for lack of liquidity and other risks associated with
the form of consideration offered) as are appropriate in the opinion of its
financial advisors, and all legal, regulatory and similar other risks that may
be associated with the proposal (and the person making it) as may be appropriate
in the opinion of the Company's outside counsel. In evaluating the superiority
of the proposal from a financial point of view, the Company shall give effect to
and take into account the amendments, if any, to the terms of the Share Exchange
proposed by the Buyer in accordance Section 9.3(b) below, any adjustment made
pursuant to the sentence immediately foregoing, and the effect on the total
consideration receivable by the Company's shareholders of the Termination Fee
and the amount that the Company may be obligated to reimburse the Buyer for its
expenses, as provided in Section 9.2 above.

          (b)  If the Board determines in good faith that the Company has
received a Takeover Proposal which is reasonably likely to result in, or
constitutes, a "Superior Proposal" and, consequently, the Board determines in
good faith to take any of the actions contemplated by Section 6.3(c), Section
9.1(d) or the proviso to Section 6.1(a)(iii), then prior to taking any such
action, the Company shall deliver a written notice (a "Proposal Notice") to the
Buyer specifying in reasonable detail: (i) the information required to be
provided under Section 6.3(d) above (if not previously provided); and (ii) such
other information as the Buyer may reasonably request to enable it to understand
the basis upon which the Board has made the determination that such proposal
(such "Proposal") is reasonably likely to result in, or constitutes, a Superior
Proposal. The Buyer shall be entitled, at its option, to propose in writing to
amend the terms of the Share Exchange at any time during the period of three (3)
business days following its receipt of the final Proposal Notice in respect of
such Proposal (the "Election Period"), so that the terms thereof will be
equivalent or superior to such Proposal, as determined in accordance with
Section 9.3(a). Notwithstanding anything herein to the contrary, no Proposal
shall constitute a Superior Proposal for purposes of this Agreement (including,
without limitation, any of Sections 6.1(a)(iii), 6.3(c) and 9.1(d)), unless the
Buyer fails to amend the terms of the Share Exchange in the foregoing manner
within the Election Period. Any failure of the Buyer to so amend the terms of
the Share Exchange shall in no way affect any of the Buyer's rights under this
Agreement or at law or in equity, including, without limitation, any rights it
may have to challenge the Board's determination that a Takeover Proposal is
reasonably likely to result in, or constitutes, a Superior Proposal.

                                   ARTICLE X
                            Miscellaneous Provisions

     10.1 Non-Survival of Representations and Warranties. The representations
and warranties in this Agreement shall terminate at the Effective Time.

     10.2 Waiver of Compliance. Any failure by any of the parties hereto to
comply with any obligation, covenant or agreement or to fulfill any condition
herein may be waived only by a written notice from the party entitled to the
benefits thereof. No failure by any party hereto to exercise, and no delay in
exercising, any right hereunder, shall operate as a waiver thereof, nor shall
any single or partial exercise of any right hereunder preclude any other or
future exercise of that right or any other right hereunder by that party.

     10.3 Notices. All notices, demands and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been given
(i) when delivered personally to the recipient, if during business hours on a
business day, (ii) when received by facsimile, if during business hours on a
business day and otherwise on the next succeeding business day, but only so long
as a copy thereof is also delivered to the recipient by reputable overnight
courier service (charges prepaid), (iii) one business day after being sent to
the recipient by reputable overnight courier service (charges prepaid) or (iv)
four business days after being mailed to the recipient by certified or
registered mail, return receipt requested and postage prepaid. Such notices,
demands and other communications shall be sent to each of the parties hereto at
its respective address set forth below or at such other address as may from time
to time be designated by such party to the others in accordance with this
Section 10.3:

                                       41



          If to the Company           Roundy's, Inc.
          or the Company's            23000 Roundy Drive
          Agent to:                   Pewaukee, WI 53072
                                      Attention: Edward G. Kitz, Vice-President,
                                      Secretary and Treasurer
                                      Facsimile: (414) 953-7979

          with a copy to:             Whyte Hirschboeck Dudek S.C.
                                      111 East Wisconsin Avenue, Suite 2100
                                      Milwaukee, WI 53202
                                      Attention: John F. Emanuel
                                      Facsimile: (414) 223-5000

          If to the Buyer to:         Roundy's Acquisition Corp.
                                      c/o Willis Stein & Partners III, L.P.
                                      227 West Monroe Street
                                      Suite 4300
                                      Chicago, IL 60606
                                      Attention: Mark P. Michaels, Managing
                                      Director
                                      Facsimile: (312) 422-2418

          with a copy to:             Kirkland & Ellis
                                      200 East Randolph Drive
                                      Chicago, IL 60601
                                      Attention: John A. Weissenbach
                                                 David H.C. Lee
                                      Facsimile: (312) 861-2200


          10.4 Public Announcements. No party hereto will issue any report,
statement or release to the general public, to the trade, to the general or
trade press, or to any third party (other than its advisors and representatives
in connection with the transactions contemplated hereby), relating to this
Agreement and the transactions contemplated hereby, except as may be mutually
agreed by the parties hereto.

          10.5 Binding Effect; Assignment. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Neither this Agreement nor any rights, duties
or obligations shall be assigned by any party hereto without the prior hereto
written consent of the other parties, and any attempted assignment or transfer
without such prior written consent shall be null and void; provided that the
Buyer shall have the right to assign all or any portion of its rights and
obligations under this Agreement to (i) one or more wholly-owned subsidiaries of
the Buyer (including any subsidiary which may be organized subsequent to the
date hereof), (ii) in connection with a merger or consolidation involving the
Buyer or the Company or other disposition of all or substantially all of the
assets, any of the divisions of the Buyer or the Company, or (iii) after (or
contemporaneously with) the Effective Time, any lender providing financing to
the Buyer, the Company or any of their Affiliates, for collateral security
purposes, and any such lender may exercise all of the rights and remedies of the
Buyer hereunder (subject to any limitations or conditions that would be
applicable to the exercise of such rights by Buyer itself), provided that no
such assignment shall in any manner limit or impair the Buyer's obligations
hereunder.

          10.6 No Third Party Beneficiary. Except as provided in Section 6.9 and
6.10, neither this Agreement nor any provision hereof, nor any statement,
schedule, certificate, instrument or other document delivered or to be delivered
pursuant hereto, nor any agreement entered into or to be entered into pursuant
hereto or any provision thereof, is intended to create any right, claim or
remedy in favor of, or impose any obligation upon, any person other than the
parties hereto and their respective successors and permitted assigns.

          10.7 Captions and Paragraph Headings; Rules of Construction. Captions
and paragraph headings used herein are for convenience only and are not intended
to be a part of this Agreement and shall not be used in construing it. No
provision of this Agreement shall be construed against any party hereto solely
because such party or its legal representative drafted such provision.

                                       42



          10.8  Entire Agreement; Modifications; Severability. The making,
execution and delivery of this Agreement by the parties hereto has been induced
by no representations, statements, warranties or agreements other than those
herein expressed. This Agreement embodies the entire agreement of the parties
pertaining to the subject matter hereof and supersedes all prior or
contemporaneous agreements or understandings, written or oral, of the parties
relating to the subject matter hereof, including without limitation the
Exclusivity Agreement, by and among the Company, Buyer and Willis Stein, dated
as of March 21, 2002. This Agreement may be amended or modified only by an
instrument signed by the parties and Willis Stein, or by their duly authorized
agents. The invalidity, illegality or unenforceability for any reason of any one
or more provisions of this Agreement shall not affect the validity, legality or
enforceability of the remainder of this Agreement.

          10.9  Definition of Knowledge. With respect to the representations and
warranties of the Company set forth herein which are made subject to the
qualification "to the Knowledge of the Company," or other qualification of
similar import, the Company shall be deemed to have Knowledge of (i) any matter,
fact, or thing that is, as of the date hereof or the Closing Date, actually
known to the President or any Board-appointed Vice President of the Company; and
(ii) any matter, fact or thing which reasonably should be known by such persons
after "due inquiry," taking into account any and all roles or positions which
such persons may hold and any and all duties and responsibilities they may have
vis-a-vis the Company and its business.

          10.10 Definition of Material Adverse Effect and Material Adverse
Change. The term "Material Adverse Effect" as used in this Agreement shall mean
an effect that is materially adverse to the business, financial condition,
results of operations or prospects of the Company and the Subsidiaries (or the
Buyer, as the case may be) taken as a whole. The term "Material Adverse Change"
means a change or event that gives rise to a Material Adverse Effect.

          10.11 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

          10.12 Governing Law. The parties hereby agree that this Agreement, and
the respective rights, duties and obligations of the parties hereunder, shall be
governed by and construed in accordance with the laws of the State of Wisconsin,
without giving effect to principles of conflicts of law thereunder.

          10.13 Exclusive Jurisdiction. Each of the parties hereby (a)
irrevocably consents and agrees that any legal or equitable action or proceeding
arising under or in connection with this Agreement shall be brought exclusively
in any Federal or state court within Milwaukee or Waukesha County, State of
Wisconsin, and any court to which an appeal may be taken in any such litigation,
and (b) by execution and delivery of this Agreement, irrevocably submits to and
accepts with respect to any such action or proceeding, generally and
unconditionally, the jurisdiction of the aforesaid courts, and irrevocably
waives any and all rights such party may now or hereafter have to object to such
jurisdiction under the constitution or laws of the State of Wisconsin or the
Constitution or laws of the United States of America or otherwise.

          10.14 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH THIS AGREEMENT
OR ANY DISPUTE OR CONTROVERSY HEREUNDER OR THE TRANSACTIONS THAT ARE THE SUBJECT
HEREOF.

                            [Signature Page Follows]

                                       43



                  [Signature Page to Share Exchange Agreement]


     IN WITNESS WHEREOF, the parties hereto have duly executed this Share
Exchange Agreement on the date first above written.

ROUNDY'S, INC.                          ROUNDY'S ACQUISITION CORP.


By:   /s/ GERALD F. LESTINA             By:   /s/ MARK P. MICHAELS
     --------------------------------        -----------------------------------

Its:  President & CEO                   Its:
     --------------------------------        -----------------------------------


Solely for purposes of Section 9.2(c) and Section 10.8 of the Share Exchange
Agreement:

WILLIS STEIN & PARTNERS III, L.P.
WILLIS STEIN & PARTNERS DUTCH III-A, L.P.
WILLIS STEIN & PARTNERS DUTCH III-B, L.P.
WILLIS STEIN & PARTNERS III-C, L.P.
By WILLIS STEIN & PARTNERS MANAGEMENT III, L.P.
Its General Partner
By WILLIS STEIN & PARTNERS MANAGEMENT III, L.L.C.
Its General Partner


By:    /s/ MARK P. MICHAELS
       ----------------------------------------------
       Mark P. Michaels, Managing Director

                                       44



                     Exhibit A to Share Exchange Agreement*
                           Closing Indebtedness Amount
                             As of December 29, 2001



                                                                                 --------------  --------------
Section 1.1(e)                                                                       Amount         Footnote
                                                                                 --------------  --------------
                                                                                           
        Indebtedness as defined in Section 1.1(f)                                  $229,717,945
        Interest                                                                   $          0   (a)
        Prepayment penalties                                                       $  6,000,000   (b)
        Premiums                                                                   $          0
        Fees                                                                       $          0
        Expenses                                                                   $          0
                                                                                 --------------
            Total Closing Indebtedness Amount                                      $235,717,945

Section 1.1(f)

        (i) Any indebtedness for borrowed money or issued in substitution for or
        exchange of indebtedness for borrowed money

           Total under 1.1(f)(i) [other than that included
           in (f)(ii) below]                                                       $          0

        (ii) Any indebtedness evidenced by any note, bond, debenture or other
        debt security

        Senior Notes                                                               $130,000,000   (c)
        Notes Payable under Revolving Credit Agreement                             $ 59,000,000   (c)
        Subordinated Notes Payable                                                 $ 25,350,000
        Other Long Term Debt                                                       $    211,400
                                                                                 --------------
            Total under 1.1(f)(ii)                                                 $214,561,400

        (iii) Any indebtedness for the deferred purchase price of property or
        services (other than trade payables and other current liabilities
        incurred in the ordinary course of business)

            Total under 1.1(f)(iii)                                                $          0

        (iv) Obligations under capitalized leases (as defined, and in the amount
        recordable as a liability, in accordance with GAAP)

        Capital Lease Obligations                                                  $ 13,987,100
                                                                                 --------------
            Total under 1.1(f)(iv)                                                 $ 13,987,100

        (v) Any indebtedness (other than trade payables and other current
        liabilities incurred in the ordinary course of business) secured by any
        Lien on the Company's or a Subsidiary's assets

            Total under 1.1(f)(v)                                                  $          0   (c)

        (vi) Any cash, book or bank overdrafts (other than those incurred in the
        ordinary course of business consistent with past practice and custom)

            Total under 1.1(f)(vi)                                                 $          0

        (vii) Any accrued interest payable on the foregoing Accrued Interest
        Payable                                                                    $  1,169,445
                                                                                 --------------
            Total under 1.1(f)(vii)                                                $  1,169,445

          Total Indebtedness under Section 1.1(f)                                  $229,717,945


                                       45



                     Exhibit A to Share Exchange Agreement*
                           Closing Indebtedness Amount
                             As of December 29, 2001

Footnotes:

        (a) Accrued interest is included in Indebtedness as defined in Section
        1.1(f).
        (b) Represents $6,000,000 in estimated breakage costs related to the
        Company's $60,000,000 notional amount interest rate swap agreement
        expiring April 4, 2005. Under the terms of the swap agreement, the
        Company pays a fixed rate of 7.32% and receives a floating LIBOR rate.
        (c) All indebtedness under the Senior Notes and Notes Payable under
        Revolving Credit Agreement in 1.1(f)(ii) is secured by a pledge of all
        of the Company's assets to the Lenders (as defined in Section 4.2(b) of
        the Disclosure Schedule).

* All capitalized terms not otherwise defined herein shall have the meaning
accorded to them in the Share Exchange Agreement.

                                       46




            LIST OF OMITTED EXHIBITS AND SCHEDULES TO SHARE EXCHANGE
            AGREEMENT BY AND BETWEEN ROUNDY'S ACQUISITION CORP. AND
                       ROUNDY'S, INC. DATED APRIL 8, 2002

Exhibit B            Form of Press Release

Disclosure Schedule  Pursuant to Article IV and Section 5.6 of the Share
                     Exchange Agreement

THE ABOVE-DESCRIBED EXHIBITS AND SCHEDULES ARE OMITTED FROM THIS FILING PURSUANT
TO ITEM 601(b)(2) OF REGULATION S-K. THE REGISTRANT, ROUNDY'S, INC., HEREBY
AGREES TO FURNISH A COPY OF SUCH EXHIBITS AND SCHEDULES TO THE COMMISSION UPON
REQUEST.

EX-3.1

                                                                     EXHIBIT 3.1

                               AMENDED & RESTATED
                            ARTICLES OF INCORPORATION
                                OF ROUNDY'S, INC.

                                    ARTICLE I

     The name of the Corporation is ROUNDY'S, INC.

                                   ARTICLE II

     The purpose or purposes for which the Corporation is organized is to engage
in any lawful activity within the purposes for which corporations may be
organized under the Wisconsin Business Corporation Law, Chapter 180, Wisconsin
Statutes.

                                   ARTICLE III

     The aggregate number of shares which the Corporation shall be authorized to
issue is 1,500, consisting of one class only, designated as "Common Stock," the
par value of $.01 per share.

                                   ARTICLE IV

     Any action required to be taken at a meeting of the shareholders of the
Corporation, or any other action which may be taken at a meeting of the
shareholders of the Corporation, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by shareholders who
would be entitled to vote at a meeting those shares with voting power to cast
not less than the minimum number or, in the case of voting by voting groups,
numbers of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote were present and voted.

                                    ARTICLE V

     The address of the registered office of the Corporation is 23000 Roundy
Drive, Pewaukee, Wisconsin 53072, and the name of its registered agent at such
address is Edward G. Kitz.

                                   ARTICLE VI

     The number of directors of the Corporation shall be such number as is fixed
from time to time by the By-Laws.

                                   ARTICLE VII

     (intentionally omitted; applicable only at time of filing Restated Articles
of Incorporation)

                                  ARTICLE VIII

     The voting requirements of Sections 180.1003(3), 180.1103(3), 180.1202(3),
180.1402(3) and 180.1404(2) of the Wisconsin Business Corporation Law apply to
the Corporation.

EX-3.2

                                                                     EXHIBIT 3.2


                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                  ROUNDY'S INC.




                                 REFERENCE TABLE

                         AMENDED AND RESTATED BY-LAWS OF

                                  ROUNDY'S INC.



Section       Subject Matter                                      Page
- -------       --------------                                      ----
                                                            
ARTICLE I     OFFICES
              -------

Section 1.01  Principal and Business Offices                        I-1
Section 1.02  Registered Office                                     I-1

ARTICLE II    SHAREHOLDERS
              ------------

Section 2.01  Annual Meeting                                       II-1
Section 2.02  Special Meeting                                      II-1
Section 2.03  Place of Meeting                                     II-1
Section 2.04  Notice of Meeting                                    II-2
Section 2.05  Fixing of Record Date                                II-3
Section 2.06  Voting Lists                                         II-3
Section 2.07  Quorum                                               II-4
Section 2.08  Conduct of Meetings                                  II-5
Section 2.09  Proxies                                              II-5
Section 2.10  Voting of Shares                                     II-5
Section 2.11  Voting of Shares by Certain Holders                  II-6
Section 2.12  Waiver of Notice by Shareholders                     II-7
Section 2.13  Action Without Meeting                               II-7

ARTICLE III   BOARD OF DIRECTORS
              ------------------

Section 3.01  General Powers and Number                           III-1
Section 3.02  Tenure and Qualifications                           III-1
Section 3.03  Regular Meetings                                    III-1
Section 3.04  Special Meetings                                    III-2
Section 3.05  Notice; Waiver                                      III-2
Section 3.06  Quorum                                              III-2
Section 3.07  Manner of Acting                                    III-3
Section 3.08  Conduct of Meetings                                 III-3
Section 3.09  Vacancies                                           III-3
Section 3.10  Compensation                                        III-4
Section 3.11  Presumption of Assent                               III-4


                                       i



                                                                      
Section 3.12   Committees                                                   III-4
Section 3.13   Unanimous Consent Without Meeting                            III-5
Section 3.14   Conduct of Meetings By or Through the Use of
               Communications Equipment                                     III-5
                  (a)   Participation                                       III-5
                  (b)   Nature of the Meeting                               III-6
                  (c)   Minutes of the Meeting                              III-6

ARTICLE IV     OFFICERS
               --------

Section 4.01   Number                                                        IV-1
Section 4.02   Election and Term of Office                                   IV-1
Section 4.03   Removal                                                       IV-1
Section 4.04   Vacancies                                                     IV-1
Section 4.05   Chairman of the Board                                         IV-2
Section 4.06   President                                                     IV-2
Section 4.07   The Executive Vice President                                  IV-2
Section 4.08   The Senior Vice President                                     IV-3
Section 4.09   The Vice Presidents                                           IV-3
Section 4.10   The Secretary                                                 IV-3
Section 4.11   The Treasurer                                                 IV-4
Section 4.12   Assistant Secretaries and Assistant Treasurers                IV-4
Section 4.13   Other Assistants and Acting Officers                          IV-4
Section 4.14   Salaries                                                      IV-5

ARTICLE V      CONTRACTS BETWEEN CORPORATION AND
               ---------------------------------
               RELATED PERSONS                                                V-1
               ---------------

ARTICLE VI     CONTRACTS, LOANS, CHECKS AND DEPOSITS;
               --------------------------------------
               SPECIAL CORPORATE ACTS
               ----------------------

Section 6.01   Contracts                                                     VI-1
Section 6.02   Loans                                                         VI-1
Section 6.03   Checks, Drafts, Etc.                                          VI-1
Section 6.04   Deposits                                                      VI-1
Section 6.05   Voting of Securities Owned by this Corporation                VI-2

ARTICLE VII    CERTIFICATES FOR SHARES AND THEIR TRANSFER
               ------------------------------------------

Section 7.01   Certificates for Shares                                      VII-1
Section 7.02   Facsimile Signatures and Seal                                VII-1
Section 7.03   Signature by Former Officers                                 VII-1



                                       ii



                                                                     
Section 7.04    Transfer of Shares                                          VII-1
Section 7.05    Lost, Destroyed or Stolen Certificates                      VII-2
Section 7.06    Consideration for Shares                                    VII-2
Section 7.07    Restrictions on Transfer                                    VII-3
Section 7.08    Stock Regulations                                           VII-3

ARTICLE VIII    INDEMNIFICATION, LIMITED LIABILITY AND
                --------------------------------------
                INSURANCE
                ---------

Section 8.01    General Scope and Definitions                              VIII-1
Section 8.02    Mandatory Indemnification                                  VIII-2
Section 8.03    Determination of Right to Indemnification                  VIII-3
Section 8.04    Allowance of Expenses as Incurred                          VIII-3
Section 8.05    Partial Indemnification                                    VIII-4
Section 8.06    Indemnification of Employees and Agents                    VIII-4
Section 8.07    Limited Liability of Directors                             VIII-4
Section 8.08    Severability of Provisions                                 VIII-5
Section 8.09    Nonexclusivity of Rights                                   VIII-5
Section 8.10    Purchase of Insurance                                      VIII-5
Section 8.11    Amendment                                                  VIII-6

ARTICLE IX      SEAL                                                         IX-1
                ----

ARTICLE X       AMENDMENTS
                ----------

Section 10.01   By Shareholders                                               X-1
Section 10.02   By-Law Fixing Quorum or Voting Requirements
                for Shareholders                                              X-1
Section 10.03   By-Law Fixing Quorum or Voting Requirements
                for Directors                                                 X-1
Section 10.04   By Directors                                                  X-2
Section 10.05   Implied Amendments                                            X-2

ARTICLE XI      GENDER                                                       XI-1
                ------



                                      iii



                         AMENDED AND RESTATED BY-LAWS OF

                                  ROUNDY'S INC.

                                    ARTICLE I

                                     OFFICES

         SECTION 1.01.  Principal and Business Offices.

         The Corporation may have such principal and other business offices,
either within or without the State of Wisconsin, as the Board of Directors may
designate or as the business of the Corporation may require from time to time.

         SECTION 1.02.  Registered Office.

         The registered office of the Corporation required by the Wisconsin
Business Corporation Law to be maintained in the State of Wisconsin may be, but
need not be, identical with the principal office in the State of Wisconsin. The
address of the registered office may be changed from time to time by the Board
of Directors. The business office of the registered agent of the Corporation
shall be identical to such registered office.

                                      I-1



                                   ARTICLE II

                                  SHAREHOLDERS

         SECTION 2.01.  Annual Meeting.

         The annual meeting of the shareholders shall be held on the second
Wednesday in the month of April of each year beginning with the year 2003, or at
such other date within 30 days thereof as may be authorized by the Board of
Directors and set forth in the notice of meeting, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Wisconsin, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as convenient.

         SECTION 2.02.  Special Meeting.

         Special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by applicable law, may be called by the Chairman of
the Board (if one is designated), the President or the Board of Directors, and
shall be called by the President at the written request of (a) the holders of
not less than one-tenth of all votes entitled to be cast on any issue proposed
to be considered at the special meeting, if such holders sign, date and deliver
to the Corporation a written request stating the purpose or purposes for such
meeting, or (b) one-third of the directors then in office. Only business within
the purpose described in the notice of a special meeting may be conducted at
such meeting.

         SECTION 2.03.  Place of Meeting.

         The Board of Directors may designate any place, either within or
without the State of Wisconsin, as the place of meeting for any annual meeting
or for any special meeting called by the Board of Directors. A waiver of notice
signed by all shareholders entitled to vote at a meeting may designate any
place, either within or without the State of Wisconsin, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal business office of
the Corporation in the State of Wisconsin or such other suitable place in the
county of such principal office as may be designated by the person(s) calling
such meeting, but any meeting may be adjourned to reconvene at any place
designated by vote of a majority of the shares represented thereat.

                                      II-1



         SECTION 2.04.  Notice of Meeting.

         (a)  Notice stating the place, day and hour of the meeting and, in case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten nor more than 60 days before the date of
such meeting to each shareholder of record entitled to vote at such meeting and
to any other shareholder entitled by the Wisconsin Business Corporation Law or
the Articles of Incorporation to receive notice of the meeting. Such notice may
be oral or written and may be communicated in person, by telephone, telegraph,
teletype, facsimile or other form of wire or wireless communication, or by mail
or private carrier. If mailed or delivered by private carrier, such notice shall
be deemed to be delivered when deposited in the United States mail, with postage
thereon prepaid, or when deposited with the private carrier, as appropriate,
addressed to the shareholder at his address as it appears on the stock record
books of the Corporation. Oral notice shall be deemed to be delivered when
communicated. If notice is given by telegraph, teletype, facsimile or other form
of wire or wireless communication, such notice shall be deemed to be delivered
when transmitted.

         (b)  If any shareholder meeting is adjourned to a different date, time
or place, notice need not be given of the new date, time and place, if the new
date, time and place is announced at the meeting before adjournment. If a new
record date for the adjourned meeting is, or must be fixed, then notice must be
given pursuant to the requirements of paragraph (a) of this section 2.04 to
those persons who are shareholders as of the new record date.

         (c)  If the purpose of any shareholder meeting is to consider a
proposed amendment to the Articles of Incorporation, a plan of merger or share
exchange, the sale, lease, exchange or other disposition of all, or
substantially all, of the Corporation's property, the dissolution of the
Corporation or the removal of a director, the notice must so state and be
accompanied by, respectively, a copy or summary of the:

              (i)    Articles of Amendment;

              (ii)   plan of merger or share exchange; or

              (iii)  agreements regarding the disposition of all the
         Corporation's property.

If the proposed corporate action creates dissenters' rights, the notice must
state that shareholders are or may be entitled to assert dissenters' rights, and
must be accompanied by a copy of sections 180.1301 to 180.1331 of the Wisconsin
Business Corporation Law.

                                      II-2



         SECTION 2.05.  Fixing of Record Date.

         For the purpose of determining (a) shareholders entitled to notice of
any meeting of shareholders or any adjournment thereof; (b) shareholders
entitled to demand a special meeting; (c) shareholders entitled to vote or take
any other action; or (d) a listing of shareholders for any other purpose, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than 70 days
and, in case of a meeting of shareholders, not less than 10 days prior to the
date on which the particular action requiring such determination of shareholders
is to be taken. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall be applied to any adjournment thereof, except where the
Board of Directors fixes a new record date, which it shall do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting. If no record date is fixed by the Board of Directors for the
determination of shareholders entitled to notice of, or to vote at, a meeting of
shareholders, or shareholders entitled to receive a share dividend or
distribution, the record date for determination of such shareholders shall be at
the close of business on:

         (a)  With respect to an annual shareholder meeting or any special
meeting called by the Board of Directors or any person specifically authorized
by the Board of Directors or these By-Laws to call a meeting, the day before the
first notice is delivered to shareholders;

         (b)  With respect to the payment of a share dividend, the date the
Board of Directors authorizes the share dividend, and;

         (c)  With respect to a distribution to shareholders, other than a
distribution involving a purchase, redemption or other acquisition of the
Corporation's shares, the date on which the Board of Directors authorizes the
distribution.

The record date for determining shareholders entitled to demand a special
meeting is the date that the first shareholder signs the demand.

         SECTION 2.06.  Voting Lists.

         After fixing a record date for a shareholder meeting, the Corporation
shall prepare a list of the names of all of its shareholders who are entitled to
notice of such meeting. The list shall be arranged by class or series of shares
and shall show the address of and number of shares held by each shareholder. The
Corporation shall make the shareholder list available for inspection by any
shareholder at the

                                      II-3



Corporation's principal office, or at a place identified in the meeting notice
in the city where the meeting will be held, for a period beginning two business
days after notice of the meeting is given and continuing until the date of the
meeting. During the period that the shareholder list is available for
inspection, a shareholder or his agent or attorney may, on written demand,
inspect and, subject to the requirements of the Wisconsin Business Corporation
Law, copy the list, at his expense, during regular business hours. The
Corporation shall also make the shareholder list available at the meeting, and
any shareholder or his agent or attorney may inspect the list at any time during
the meeting or any adjournment thereof. Failure to comply with the requirements
of this section shall not affect the validity of any action taken at such
meeting.

         SECTION 2.07.  Quorum.

         If the Articles of Incorporation or the Wisconsin Business Corporation
Law provides for voting by a single voting group on a matter, action on that
matter is taken when voted upon by that voting group. Shares entitled to vote as
a separate voting group may take action on a matter at a meeting only if a
quorum of those shares exists with respect to that matter. Unless the Articles
of Incorporation, these By-Laws or the Wisconsin Business Corporation Law
provide otherwise, a majority of the votes entitled to be cast on a matter by
the voting group constitutes a quorum of that voting group for action on that
matter. If a quorum exists, action on a matter by the voting group, other than
the election of directors, is approved if the votes cast within the voting group
favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation, these By-Laws or the Wisconsin Business Corporation
Law requires a greater number of affirmative votes. If the Articles of
Incorporation or the Wisconsin Business Corporation Law provide for voting by
two or more voting groups on a matter, action on that matter is taken only when
voted upon by each of those voting groups counted separately. Except as provided
in the Articles of Incorporation, each director shall be elected by a plurality
of the votes cast by the shares entitled to vote in the election at a meeting in
which a quorum is present. Though less than a quorum of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. Once a share is
represented for any purpose at a meeting, other than for the purpose of
objecting to holding the meeting or transacting business at the meeting, it is
considered present for purposes of determining whether a quorum exists for the
remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be set for that adjourned meeting.

                                      II-4



         SECTION 2.08.  Conduct of Meetings.

         The Chairman of the Board, if one be designated, and in his absence,
the President or a Vice President, in the order provided under sections 4.07,
4.08 and 4.09, and in their absence, any person chosen by the shareholders
present, shall call the meeting of the shareholders to order and shall act as
chairman of the meeting. The Secretary of the Corporation shall act as secretary
of all meetings of the shareholders. In the absence of the Secretary, the
presiding officer may appoint any other person to act as secretary of the
meeting.

         SECTION 2.09.  Proxies.

         At all meetings of shareholders, a shareholder entitled to vote may
vote in person or by proxy appointed in writing by the shareholder or by his
duly authorized attorney-in-fact. An appointment of a proxy is effective when
received by the Secretary or other officer or agent of the Corporation
authorized to tabulate votes. Except as provided in the Wisconsin Business
Corporation Law, a proxy may be revoked at any time before it is voted, unless
the proxy conspicuously states that it is irrevocable and the appointment is
coupled with an interest. A proxy may be revoked by written notice filed with
the Secretary or the acting secretary of the meeting or by oral notice given by
the shareholder to the presiding officer during the meeting. The presence of a
shareholder who has filed his proxy shall not of itself constitute a revocation.
No proxy shall be valid after 11 months from the date of its execution, unless
otherwise provided in the proxy. The Board of Directors shall have the power and
authority to make rules establishing presumptions as to the validity and
sufficiency of proxies.

         SECTION 2.10.  Voting of Shares.

         Each outstanding share shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders, except to the extent that the
voting rights of the shares of any class or classes are enlarged, limited or
denied by this section 2.10, the Articles of Incorporation or the Wisconsin
Business Corporation Law. Shares of this Corporation are not entitled to a vote
if they are owned, directly or indirectly, by a second domestic corporation or a
foreign corporation and this Corporation owns, directly or indirectly, a
sufficient number of shares entitled to elect a majority of the directors of the
second domestic corporation or foreign corporation. The foregoing sentence does
not limit the power of a corporation to vote shares held by it in a fiduciary
capacity.

                                      II-5



         SECTION 2.11.  Voting of Shares by Certain Holders.

         (a)  If the name signed on a vote, consent, waiver or proxy appointment
corresponds to the name of its shareholder, the Corporation, if acting in good
faith, may accept the vote, consent, waiver or proxy appointment and give it
effect as the act of the shareholder.

         (b)  If the name signed on a vote, consent, waiver or proxy appointment
does not correspond to the name of its shareholder, the Corporation, if acting
in good faith, may accept the vote, consent, waiver or proxy appointment and
give it effect as the act of the shareholder if any of the following apply:

              (i)   The shareholder is an entity and the name signed purports to
         be that of an officer or agent of the entity.

              (ii)  The name signed purports to be that of a personal
         representative, administrator, executor, guardian or conservator
         representing the shareholder and, if the Corporation requests, evidence
         of fiduciary status acceptable to the Corporation is presented with
         respect to the vote, consent, waiver or proxy appointment.

              (iii) The name signed purports to be that of a receiver or
         trustee in bankruptcy of the shareholder and, if the Corporation
         requests, evidence of this status acceptable to the Corporation is
         presented with respect to the vote, consent, waiver or proxy
         appointment.

              (iv)  The name signed purports to be that of a pledgee,
         beneficial owner or attorney-in-fact of the shareholder and, if the
         Corporation requests, evidence acceptable to the Corporation of the
         signatory's authority to sign for the shareholder is presented with
         respect to the vote, consent, waiver or proxy appointment.

              (v)   Two or more persons are the shareholder as co-owners or
         fiduciaries and the name signed purports to be the name of at least one
         of the co-owners or fiduciaries and the person signing appears to be
         acting on behalf of all co-owners or fiduciaries.

         (c)  The Corporation may reject a vote, consent, waiver or proxy
appointment if the Secretary or other officer or agent of the Corporation who is
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature on it or about the signatory's
authority to sign for the shareholder.

                                      II-6



         (d)  The Corporation and its officer or agent who accepts or rejects a
vote, consent, waiver or proxy appointment in good faith and in accordance with
this section 2.11 are not liable in damages to the shareholder for the
consequences of the acceptance or rejection.

         (e)  Corporate action based on the acceptance or rejection of a vote,
consent, waiver or proxy appointment under this section 2.11 is valid unless a
court of competent jurisdiction determines otherwise.

         SECTION 2.12.  Waiver of Notice by Shareholders.

         Whenever any notice is required to be given to any shareholder of the
Corporation under the Articles of Incorporation or By-Laws or any provision of
law, a waiver thereof in writing, signed at any time, whether before or after
the time stated in the notice, by the shareholder entitled to such notice, shall
be deemed equivalent to the giving of such notice. The waiver shall contain the
same information as would have been required to be included in such notice,
except the time and place of meeting, and shall be delivered to the Corporation
for inclusion in the corporate records. A shareholder's attendance at a meeting,
in person or by proxy, waives objection to all of the following: (a) lack of
notice or defective notice of the meeting, unless the shareholder at the
beginning of the meeting or promptly upon arrival objects to holding the meeting
or transacting business at the meeting; and (b) consideration of a particular
matter at a meeting that is not within the purpose described in the meeting
notice, unless the shareholder objects to consideration of the matter when it is
presented.

         SECTION 2.13.  Action Without Meeting.

         Action required or permitted to be taken at a shareholders meeting may
be taken without a meeting in any of the following ways: (a) without action by
the Board of Directors, by all shareholders entitled to vote on the action; and
(b) if the Articles of Incorporation so provide, by shareholders who would be
entitled to vote at a meeting those shares with voting power to cast not less
than the minimum number or, in the case of voting by groups, numbers of votes
that would be necessary to authorize or take the action at a meeting at which
all shares entitled to vote were present and voted, except action may not be
taken under this item (b) with respect to an election of directors for which
shareholders may vote cumulatively. Action under this section 2.13 must be
evidenced by one or more written consents describing the action taken, signed by
the number of shareholders necessary to take the action as provided in this
section 2.13 and delivered to the Corporation for inclusion in the corporate
records. Action taken under this section 2.13 is effective when consents
representing the required number of shares are delivered to the Corporation,
unless the consent specifies a different effective

                                      II-7



date. Within ten days after action taken under (b) of the first sentence of this
section 2.13 is effective, the Corporation shall give notice of the action to
shareholders who, on the record date determined in accordance with the following
sentence, were entitled to vote on the action but whose shares were not
represented on the written consent. If not otherwise fixed under the terms of
these By-Laws or in accordance with the Wisconsin Business Corporation Law, the
record date for determining shareholders entitled to take action without a
meeting is the date that the first shareholder signs the consent. A consent
signed under this section 2.13 has the effect of a meeting vote and may be
described as such in any document. If the Wisconsin Business Corporation Law
requires that notice of proposed action be given to shareholders who are not
entitled to vote on the action and the action is to be taken by consent under
this section 2.13, the Corporation shall give those nonvoting shareholders
written notice of the proposed action at least ten days before the action
becomes effective. The notice shall comply with the requirements of the
Wisconsin Business Corporation Law and shall contain or be accompanied by the
same material that would have been required to be sent to nonvoting shareholders
in a notice of meeting at which the proposed action would have been submitted to
the shareholders for action.

                                      II-8



                                   ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 3.01.  General Powers and Number.

         The business and affairs of the Corporation shall be managed under the
direction of its Board of Directors. Unless otherwise provided in the Articles
of Incorporation, the authorized number of Directors shall be not less than
three (3) nor more than twenty (20). The current number of directors shall be
within the limits specified above, and as determined (or as amended from time to
time) by resolution adopted by either the shareholders or the Directors. After
any shares of this Corporation are issued, the maximum or minimum number of
Directors cannot be changed, nor can a fixed number be substituted for the
maximum and minimum numbers, except by an amendment to this section 3.01, duly
approved by the outstanding shares entitled to vote.

         SECTION 3.02.  Tenure and Qualifications.

         Each director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected (unless there is a
decrease in the number of directors), or until his prior death, resignation or
removal. Except as provided in the Articles of Incorporation, a director may be
removed from office only if the number of votes cast to remove the director
exceeds the number of votes cast not to remove him. If a director is elected by
a voting group of shareholders, only the shareholders of that voting group may
participate in the vote to remove that director. A director may be removed by
the shareholders only at a meeting called for the purpose of removing a
director, and the meeting notice shall state that the purpose, or one of the
purposes, of the meeting is removal of the director.

         SECTION 3.03.  Regular Meetings.

         A regular meeting of the Board of Directors shall be held without other
notice than this By-Law immediately after the annual meeting of shareholders,
and each adjourned session thereof. The place of such regular meeting shall be
the same as the place of the meeting of shareholders which precedes it, or such
other suitable place as may be announced at such meeting of shareholders. The
Board of Directors may provide, by resolution, the time and place, either within
or without the State of Wisconsin, for the holding of additional regular
meetings without other notice than such resolution.

                                     III-1



     SECTION 3.04. Special Meetings.

     Special meetings of the Board of Directors may be called by or at the
request of the Chairman of the Board, the President, Secretary or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Wisconsin, as the place for holding any special meeting of the Board of
Directors called by them, and if no other place is fixed, the place of meeting
shall be the principal business office of the Corporation in the State of
Wisconsin.

     SECTION 3.05. Notice; Waiver.

     Notice of each meeting of the Board of Directors (unless otherwise provided
in or pursuant to section 3.03) shall be delivered not less than 24 hours prior
to the time of the meeting. Such notice may be oral or written and may be
communicated in person, by telephone, telegraph, teletype, facsimile or other
form of wire or wireless communication or by mail or private carrier. If mailed
or delivered by private carrier, such notice shall be deemed to be delivered
when deposited in the United States mail, with postage thereon prepaid, or when
deposited with the private carrier, as appropriate, addressed to the director at
his business address or at such other address as such director shall have
designated in writing and filed with the Secretary. Oral notice shall be deemed
to be delivered when communicated. If notice is given by telegraph, teletype,
facsimile or other form of wire or wireless communication, such notice shall be
deemed to be delivered when transmitted. Whenever any notice whatever is
required to be given to any director of the Corporation under the Articles of
Incorporation, these By-Laws or any provision of law, a waiver thereof in
writing, signed at any time, whether before or after the time stated in the
notice, by the director entitled to such notice, shall be deemed equivalent to
the giving of such notice. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, unless the director at the
beginning of the meeting or promptly upon his arrival objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

     SECTION 3.06. Quorum.

     Except as otherwise provided by law or by the Articles of Incorporation or
these By-Laws, a majority of the number of directors set forth in section 3.01
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors, but a majority of the directors present (though less than
such quorum) may adjourn the meeting from time to time without further notice.
Any

                                     III-2



amendment to this section 3.06 is subject to the requirements set forth in
section 10.03.

     SECTION 3.07. Manner of Acting.

     The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors, unless the act of
a greater number is required by law or by the Articles of Incorporation or these
By-Laws. Any amendment to this section 3.07 is subject to the requirements of
section 10.03.

     SECTION 3.08. Conduct of Meetings.

     The Chairman of the Board, and in his absence, the President or a Vice
President who is a director, in the order provided under sections 4.07, 4.08 and
4.09, and in their absence, any director chosen by the directors present, shall
call meetings of the Board of Directors to order and shall act as chairman of
the meeting. The Secretary of the Corporation shall act as secretary of all
meetings of the Board of Directors, but in the absence of the Secretary, the
presiding officer may appoint any Assistant Secretary or any director or other
person present to act as secretary of the meeting.

     SECTION 3.09. Vacancies.

     Except as provided in the Articles of Incorporation, any vacancy occurring
in the Board of Directors, including a vacancy created by an increase in the
number of directors, may be filled until the next succeeding annual election by
(a) the Board of Directors; (b) the affirmative vote of a majority of the
directors then in office, if the directors remaining in office constitute less
than a quorum of the Board of Directors; or (c) by vote of the shareholders as
provided in section 2.07. Provided, that in case of a vacancy created by the
removal of a director by vote of the shareholders, the shareholders shall have
the right to fill such vacancy at the same meeting or any adjournment thereof.
If the vacant office was held by a director elected by a voting group of
shareholders, only the holders of shares of the voting group may vote to fill
the vacancy if it is filled by the shareholders, and only the remaining
directors elected by that voting group may vote to fill the vacancy if it is
filled by the directors. A vacancy that will occur at a specific later date (by
reason of resignation effective at a later date) may be filled before the
vacancy occurs, but the new director may not take office until the vacancy
occurs. The term of a director elected to fill a vacancy expires at the next
shareholders meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and qualified
or until there is a decrease in the number of directors.

                                     III-3



     SECTION 3.10. Compensation.

     The Board of Directors, by affirmative vote of a majority of the directors
then in office, and irrespective of any personal interest of any of its members,
may establish reasonable compensation of all directors for services to the
Corporation as directors, officers or otherwise, or may delegate such authority
to an appropriate committee. Members of the Board of Directors shall be paid
their expenses, if any, of attendance at each meeting of the Board of Directors.
The Board of Directors also shall have authority to provide for or to delegate
authority to an appropriate committee to provide for reasonable pensions,
disability or death benefits and other benefits or payments to directors,
officers and employees and to their estates, families, dependents or
beneficiaries on account of prior services rendered by such directors, officers
and employees to the Corporation.

     SECTION 3.11. Presumption of Assent.

     A director of the Corporation who is present and is announced as present at
a meeting of the Board of Directors or a committee thereof of which he is a
member at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless (a) he dissented or abstained and his
dissent or abstention is entered in the minutes of the meeting; (b) he objects
at the beginning of the meeting (or promptly upon his arrival) to the holding of
the meeting or transacting business at the meeting; (c) he shall deliver written
notice, in accordance with the applicable requirements of law, of his dissent or
abstention to the presiding officer of the meeting before its adjournment or to
the Corporation immediately after adjournment of the meeting; or (d) he
dissented or abstained and the minutes of the meeting fail to show his dissent
or abstention and he delivers to the Corporation written notice of that failure;
in accordance with the applicable requirements of law, promptly after receiving
the minutes. Such right to dissent or abstain shall not apply to a director who
voted in favor of such action.

     SECTION 3.12. Committees.

     Except as provided in the Articles of Incorporation, the Board of Directors
by resolution adopted by the affirmative vote of a majority of the number of
directors set forth in section 3.01 may designate one or more committees, each
committee to consist of two or more directors elected by the Board of Directors,
which to the extent provided in said resolution as initially adopted, and as
thereafter supplemented or amended by further resolution adopted by a like vote,
shall have and may exercise, when the Board of Directors is not in session, the
powers of the Board of Directors in the management of the business and affairs
of the Corporation, except that a committee may not do any of the following: (a)
authorize dividends or other distributions to shareholders; (b) elect any of the

                                     III-4



principal officers of the Corporation; (c) fill vacancies in the Board of
Directors or committees created pursuant to this section 3.12; (d) approve or
propose to shareholders action that the Wisconsin Business Corporation Law
requires to be approved by shareholders; (e) amend the Articles of
Incorporation; (f) adopt, amend or repeal By-Laws; (g) approve a plan of merger
not requiring shareholder approval; (h) authorize or approve reacquisition of
shares, except according to a formula or method prescribed by the Board of
Directors; or (i) authorize or approve the issuance or sale or contract for sale
of shares, or determine the designation of relative rights, preferences and
limitations of a class or series of shares, except that the Board of Directors
may authorize a committee or a senior executive officer of the Corporation to do
so within limits described by the Board of Directors. Sections 3.03 to 3.11 of
this Article III which govern meetings, action without meetings, notice and
waiver of notice, quorum and voting requirements of the Board of Directors apply
to committees and their members. The Board of Directors may elect one or more of
its members as alternate members of any such committee who may take the place of
any absent member or members at any meeting of such committee, upon request by
the President or upon request by the chairman of such meeting.

     SECTION 3.13. Unanimous Consent Without Meeting.

     Any action required or permitted by the Articles of Incorporation or
By-Laws or any provision of law to be taken by the Board of Directors (or a
committee of the Board of Directors) at a meeting or by resolution may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors then in office. Action taken under this
section 3.13 is effective when the last director signs the consent, unless the
consent specifies a different effective date. A consent signed under this
section 3.13 has the effect of a unanimous vote taken at a meeting in which all
directors were present, and may be described as such in any document.

     SECTION 3.14. Conduct of Meetings By or Through the Use of Communications
Equipment.

     (a)  Participation. Any or all directors may participate in a regular or
special meeting of the Board of Directors or in a committee meeting of the Board
of Directors by, or may conduct the meeting through the use of, any means of
communication by which any of the following occurs: (i) all participating
directors may simultaneously hear each other during the meeting; or (ii) all
communication during the meeting is immediately transmitted to each
participating director, and each participating director is able to immediately
send messages to all other participating directors. A director participating in
such a meeting is deemed to be present in person at the meeting.

                                     III-5



     (b)  Nature of the Meeting. If a meeting is conducted pursuant to this
section 3.14, the presiding officer at the meeting shall inform each
participating director that a meeting is taking place at which official business
may be transacted.

     (c)  Minutes of the Meeting. If requested by a director, the Secretary of
the Corporation shall prepare minutes of a meeting pursuant to this section and
distribute such minutes to each director.

                                     III-6



                                   ARTICLE IV

                                    OFFICERS

     SECTION 4.01. Number.

     The principal officers of the Corporation shall consist of the Chairman of
the Board, if one is designated, a President, one or more Vice Presidents (the
number, precedence and duties thereof to be determined by the Board of
Directors), a Secretary and a Treasurer. The Board of Directors, in its
discretion, may elect or appoint any or all of such principal officers. The
Board of Directors may also designate and elect a Vice President as Executive
Vice President and may designate and elect any other Vice President as Senior
Vice President. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person.

     SECTION 4.02. Election and Term of Office.

     The officers of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of the shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Each officer shall hold office
until his successor shall have been duly elected or until his prior death,
resignation or removal.

     SECTION 4.03. Removal.

     Any officer or agent may be removed by the Board of Directors whenever in
its judgment the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment shall not of itself create contract
rights.

     SECTION 4.04. Vacancies.

     A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.

                                      IV-1



     SECTION 4.05. Chairman of the Board.

     The Chairman of the Board, if one is designated, (a) shall, when present,
preside at all meetings of the shareholders and of the Board of Directors; (b)
may call a meeting of the Board of Directors; and (c) may sign with the
Secretary, or other proper officer thereunto authorized by the Board of
Directors, deeds, mortgages, bonds, contracts, certificates for shares of the
Corporation, the issuance of which shall have been authorized by the Board of
Directors or other instrument which the Board of Directors has authorized to be
executed except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these By-Laws to some other
agent of the Corporation or shall be required by law to be otherwise signed and
executed. The Chairman of the Board shall have such other powers and duties as
he may be called upon to perform by the Board of Directors.

     SECTION 4.06. President.

     The President shall be the principal executive officer of the Corporation
and, subject to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the Corporation. He
shall, in the absence of the Chairman of the Board if one be designated, preside
at all meetings of the shareholders and of the Board of Directors. He shall have
authority, subject to such rules as may be prescribed by the Board of Directors,
to appoint such agents and employees of the Corporation as he shall deem
necessary, to prescribe their powers, duties and compensation, and to delegate
authority to them. Such agents and employees shall hold office at the discretion
of the President. He shall have authority to sign, execute and acknowledge, on
behalf of the Corporation, all deeds, mortgages, bonds, stock certificates,
contracts, leases, reports and all other documents or instruments necessary or
proper to be executed in the course of the Corporation's regular business, or
which shall be authorized by resolution of the Board of Directors; and, except
as otherwise provided by law or the Board of Directors, he may authorize any
Vice President or other officer or agent of the Corporation to sign, execute and
acknowledge such documents or instruments in his place and stead. In general he
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time.

     SECTION 4.07. The Executive Vice President.

     The Executive Vice President, if one is designated, shall assist the
President in the discharge of supervisory, managerial and executive duties and
functions. In the absence of the President or in the event of his death,
inability or refusal to act, the Executive Vice President shall perform the
duties of the President and when so

                                      IV-2



acting shall have all the powers and duties of the President. He shall perform
such other duties and shall have such authority as from time to time may be
assigned to him by the Board of Directors or the President.

     SECTION 4.08. The Senior Vice President.

     The Senior Vice President, if one is designated, in the absence of the
Executive Vice President or in the event of his death, inability or refusal to
act, or in the event for any reason it shall be impracticable for the Executive
Vice President to act personally, shall perform the duties of the Executive Vice
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the Executive Vice President. The Senior Vice
President shall perform such other duties and have such authority as from time
to time may be delegated or assigned to him by the President or by the Board of
Directors.

     SECTION 4.09. The Vice Presidents.

     In the absence of the President or, if designated, the Executive Vice
President or the Senior Vice President, or in the event of his or their death,
inability or refusal to act, or in the event for any reason it shall be
impracticable for the President or, if designated, the Executive Vice President
or the Senior Vice President to act personally, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their election) shall perform the duties of the President, the
Executive Vice President or the Senior Vice President, as applicable, and when
so acting, shall have all the powers of and be subject to all the restrictions
upon the President, the Executive Vice President or the Senior Vice President,
as applicable. A Vice President shall perform such other duties and have such
authority as from time to time may be delegated or assigned to him by the
President or by the Board of Directors. The execution of any instrument of the
Corporation by any Vice President shall be conclusive evidence, as to third
parties, of his authority to act in the stead of the President, the Executive
Vice President or the Senior Vice President.

     SECTION 4.10. The Secretary.

     The Secretary shall: (a) keep the minutes of the meetings of the
shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (c) be custodian of the
corporate records and of the seal of the Corporation, if any; (d) keep or
arrange for the keeping of a register of the post office address of each
shareholder, officer and director, as furnished to the Secretary; (e) have
general charge of the stock transfer books of

                                      IV-3



the Corporation; and (f) in general perform all duties and exercise such
authority as from time to time may be delegated or assigned to him by the
President or by the Board of Directors.

     SECTION 4.11. The Treasurer.

     If required by the Board of Directors, the Treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He shall: (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation; (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit all such monies in the name
of the Corporation in such banks, trust companies or other depositaries as shall
be selected in accordance with the provisions of section 6.04; and (c) in
general perform all of the duties incident to the office of Treasurer and have
such other duties and exercise such other authority as from time to time may be
delegated or assigned to him by the President or by the Board of Directors.

     SECTION 4.12. Assistant Secretaries and Assistant Treasurers.

     There shall be such number of Assistant Secretaries and Assistant
Treasurers as the Board of Directors may from time to time authorize. The
Assistant Secretaries may sign with the President or a Vice President
certificates for shares of the Corporation the issuance of which shall have been
authorized by a resolution of the Board of Directors. An Assistant Treasurer
shall, if required by the Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the Board of
Directors shall determine. The Assistant Secretaries and Assistant Treasurers,
in general, shall perform such duties and have such authority as shall from time
to time be delegated or assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.

     SECTION 4.13. Other Assistants and Acting Officers.

     The Board of Directors shall have the power to appoint any person to act as
assistant to any officer, or as agent for the Corporation in his stead, or to
perform the duties of such officer whenever for any reason it is impracticable
for such officer to act personally, and such assistant or acting officer or
other agent so appointed by the Board of Directors shall have the power to
perform all the duties of the office to which he is so appointed to be
assistant, or as to which he is so appointed to act, except as such power may be
otherwise defined or restricted by the Board of Directors.

                                      IV-4



     SECTION 4.14. Salaries.

     The salaries of the principal officers shall be fixed from time to time by
the Board of Directors or by a duly authorized committee thereof, and no officer
shall be prevented from receiving such salary by reason of the fact that he is
also a director of the Corporation.

                                      IV-5



                                    ARTICLE V

                                CONTRACTS BETWEEN
                         CORPORATION AND RELATED PERSONS

     Any contract or other transaction between the Corporation and one or more
of its directors, or between the Corporation and any firm of which one or more
of its directors are members or employees, or in which he or they are
interested, or between the Corporation and any corporation or association of
which one or more of its directors are shareholders, members, directors,
officers or employees, or in which he or they are interested, shall be valid for
all purposes, notwithstanding his or their interest in such contract or
transaction, if any of the following is true:

     (a)  the material facts of the transaction and the director's interest were
disclosed or known to the Board of Directors or a committee of the Board of
Directors and the Board of Directors or committee authorized, approved or
specifically ratified the transaction in the manner provided below;

     (b)  the material facts of the transaction and the director's interest were
disclosed or known to the shareholders entitled to vote and they authorized,
approved or specifically ratified the transaction by the affirmative vote of a
majority of the shares entitled to be counted in the manner provided below; or

     (c)  the transaction was fair to the Corporation.

     For purposes of (a) above, a contract or a transaction is authorized,
approved or specifically ratified if it received the affirmative vote of a
majority of the directors on the Board of Directors or on the committee acting
on the transaction who have no direct or indirect interest in the transaction.
If a majority of the directors who have no direct or indirect interest in the
transaction vote to authorize, approve or ratify the transaction, a quorum is
present for purposes of taking the action under this ARTICLE V. The presence of,
or a vote cast by, a director with a direct or indirect interest in the
transaction does not affect the validity of any action taken under this ARTICLE
V if the transaction is otherwise authorized, approved or ratified as provided
in this ARTICLE V.

     For purposes of (b) above, a contract or transaction is authorized,
approved or specifically ratified if it receives the vote of a majority of the
shares entitled to be counted under this ARTICLE V. Shares owned by or voted
under the control of a director who has a direct or indirect interest in the
contract or transaction, and shares owned by or voted under the control of an
entity in which the director has a material financial interest or in which the
director is a general partner, may not be counted in a vote of shareholders to
determine whether to authorize, approve or

                                      V-1



ratify a contract or transaction. The vote of those shares shall be counted in
determining whether the transaction is approved under other sections of these
By-Laws. A majority of the shares, whether or not present, that are entitled to
be counted in a vote on the transaction under this ARTICLE V constitutes a
quorum for purposes of taking action under this ARTICLE V.

                                      V-2



                                   ARTICLE VI

                            CONTRACTS, LOANS, CHECKS
                      AND DEPOSITS; SPECIAL CORPORATE ACTS

     SECTION 6.01. Contracts.

     The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute or deliver any instrument in the
name of and on behalf of the Corporation, and such authorization may be general
or confined to specific instances. In the absence of other designation, all
deeds, mortgages and instruments of assignment or pledge made by the Corporation
shall be executed in the name of the Corporation by the President or one of the
Vice Presidents and by the Secretary, an Assistant Secretary, the Treasurer or
an Assistant Treasurer. The Secretary or an Assistant Secretary, when necessary
or required, shall affix the corporate seal, if any, thereto. When so executed,
no other party to such instrument or any third party shall be required to make
any inquiry into the authority of the signing officer or officers.

     SECTION 6.02. Loans.

     No loans shall be contracted on behalf of the Corporation unless authorized
by or under the authority of a resolution of the Board of Directors. Such
authorization may be general or confined to specific instances.

     SECTION 6.03. Checks, Drafts, Etc.

     All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such officer or officers, agent or agents of the Corporation and in such
manner as shall from time to time be determined by or under the authority of a
resolution of the Board of Directors.

     SECTION 6.04. Deposits.

     All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or
other depositaries as may be selected by or under the authority of a resolution
of the Board of Directors.

                                      VI-1



     SECTION 6.05. Voting of Securities Owned by this Corporation.

     No officer of the Corporation shall have the right to vote the shares or
other securities issued by any other corporation owned or controlled by this
Corporation except as directed by the Board of Directors. To the extent directed
by the Board of Directors pursuant to the immediately preceding sentence, (a)
any shares or other securities issued by any other corporation owned or
controlled by this Corporation may be voted at any meeting of security holders
of such other corporation by the Chairman of the Board of this Corporation if he
be present, or in his absence by the President or any Vice President of this
Corporation who may be present, and (b) if this Corporation is required to
execute a proxy or written consent in respect to any shares or other securities
issued by any other corporation and owned by this Corporation, such proxy or
consent shall be executed in the name of this Corporation by the President or
one of the Vice Presidents of this Corporation. Any person or persons designated
in the manner above stated as the proxy or proxies of this Corporation shall
have full right, power and authority to vote the shares or other securities
issued by such other corporation and owned by this Corporation the same as such
shares or other securities might be voted by this Corporation.

                                      VI-2



                                   ARTICLE VII

                             CERTIFICATES FOR SHARES
                               AND THEIR TRANSFER

     SECTION 7.01. Certificates for Shares.

     Certificates representing shares of the Corporation shall be in such form
as shall be determined by the Board of Directors. Each certificate shall state
on its face the name of the Corporation and that the Corporation is organized
under the laws of the State of Wisconsin and shall include the name of the
person to whom issued and the number and class of shares and the designation of
series, if any, that the certificate represents. Such certificates shall be
signed by either the Chairman of the Board, the President or a Vice President,
alone or together with the Secretary or an Assistant Secretary. All certificates
for shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except as provided in section 7.05.

     SECTION 7.02. Facsimile Signatures and Seal.

     The seal, if any, of the Corporation on any certificates for shares may be
a facsimile. The signatures of the Chairman of the Board, the President, a Vice
President, the Secretary or an Assistant Secretary upon a certificate may be
facsimiles.

     SECTION 7.03. Signature by Former Officers.

     If any officer who has signed or whose facsimile signature has been placed
upon any certificate for shares shall have ceased to be such officer before such
certificate is issued, the certificate may be issued by the Corporation with the
same effect as if he were such officer at the date of its issue.

     SECTION 7.04. Transfer of Shares.

     Prior to due presentment of a certificate for shares for registration of
transfer, the Corporation may treat the registered owner of such shares as the
person exclusively entitled to vote, to receive notifications and otherwise to
exercise all the rights and powers of an owner. Where a certificate for shares
is

                                     VII-1



presented to the Corporation with a request for registration of transfer, the
Corporation shall not be liable to the owner or any other person suffering loss
as a result of such registration of transfer if (a) there were on or with the
certificate the necessary endorsements, and (b) the Corporation had no duty to
inquire into adverse claims or had discharged any such duty. The Corporation may
require reasonable assurance that said endorsements are genuine and effective
and may require compliance with such other regulations as may be prescribed by
or under the authority of the Board of Directors.

     SECTION 7.05. Lost, Destroyed or Stolen Certificates.

     Where the owner claims that his certificate for shares has been lost,
destroyed or wrongfully taken, then a new certificate shall be issued in place
thereof if the owner (a) so requests before the Corporation has notice that such
shares have been acquired by a bona fide purchaser; and (b) satisfies such other
reasonable requirements as the Board of Directors or the President or Secretary
may prescribe, including, if requested, delivery to the Corporation of an
indemnity bond or other agreement of indemnity.

     SECTION 7.06. Consideration for Shares.

     The Board of Directors may authorize shares to be issued for consideration
consisting of any tangible or intangible property or benefit to the Corporation,
including cash, promissory notes, services performed, contracts for services to
be performed or other securities of the Corporation. Before the Corporation
issues shares, the Board of Directors shall determine that the consideration
received or to be received for the shares to be issued is adequate. The Board of
Directors determination is conclusive insofar as the adequacy of consideration
for the issuance of shares relates to whether the shares are validly issued,
fully paid and nonassessable. When the Corporation receives the consideration
for which the Board of Directors authorized the issuance of shares, the shares
issued for that consideration are fully paid and nonassessable. The Corporation
may place in escrow shares issued for a contract for future services or benefits
or a promissory note, or make other arrangements to restrict the transfer of the
shares, and may credit distributions in respect of the shares against their
purchase price, until the services are performed, the benefits are received or
the note is paid. If the services are not performed, the benefits are not
received or the note is not paid, the Corporation may cancel, in whole or in
part, the shares escrowed or restricted and the distributions credited.

                                     VII-2



     SECTION 7.07. Restrictions on Transfer.

     The face or reverse side of each certificate representing shares shall bear
a conspicuous notation of any restriction imposed upon the transfer of such
shares.

     SECTION 7.08. Stock Regulations.

     The Board of Directors shall have the power and authority to make all such
further rules and regulations not inconsistent with applicable law as it may
deem expedient concerning the issue, transfer and registration of certificates
representing shares of the Corporation.

                                     VII-3



                                  ARTICLE VIII

                       INDEMNIFICATION, LIMITED LIABILITY
                                  AND INSURANCE

     SECTION 8.01. General Scope and Definitions.

     (a)  The rights of directors and officers of the Corporation provided in
this ARTICLE VIII shall extend to the fullest extent permitted by the Wisconsin
Business Corporation Law and other applicable laws as in effect from time to
time.

     (b)  For purposes of this ARTICLE VIII, "Corporation" means a domestic
corporation and any domestic or foreign predecessor of a domestic corporation
where the predecessor corporation's existence ceased upon the consummation of a
merger or other transaction.

     (c)  For purposes of this ARTICLE VIII, "director or officer" of a
corporation means any of the following:

          (i)    an individual who is or was a director or officer of the
     Corporation;

          (ii)   an individual who, while a director or officer of the
     Corporation, is or was serving at the Corporation's request as a director,
     officer, partner, trustee, member of any governing or decision-making
     committee, employee or agent of another corporation or foreign corporation,
     partnership, joint venture, trust or other enterprise;

          (iii)  an individual who, while a director or officer of the
     Corporation, is or was serving an employee benefit plan because his duties
     to the Corporation also imposed duties on or otherwise involved services by
     the person to the plan or to participants in or beneficiaries of the plan;
     and

          (iv)   unless the context requires otherwise, the estate or personal
     representative of a director or officer.

     (d)  For purposes of this ARTICLE VIII, "expenses" means fees, costs,
charges, disbursements, attorneys' fees and any other expenses incurred in
connection with a proceeding, including a proceeding in which a director or
officer asserts his rights under this ARTICLE VIII.

     (e)  For purposes of this ARTICLE VIII, "liability" includes the obligation
to pay a judgment, settlement, penalty, assessment, forfeiture or fine

                                     VIII-1



including an excise tax assessed with respect to an employee benefit plan, and
reasonable expenses.

     (f)  For purposes of this ARTICLE VIII, "party" includes an individual who
was or is, or who is threatened to be made, a named defendant or respondent in a
proceeding.

     (g)  For purposes of this ARTICLE VIII, "proceeding" means any threatened,
pending or completed civil, criminal, administrative or investigative action,
suit, arbitration or other proceeding, whether formal or informal, which
involves foreign, federal, state or local law (including federal or state
securities laws) and which is brought by or in the right of the Corporation or
by any other person.

     SECTION 8.02. Mandatory Indemnification.

     (a)  To the extent that a director or officer has been successful on the
merits or otherwise in the defense of any proceeding (including, without
limitation, the settlement, dismissal, abandonment or withdrawal of any action
where he does not pay or assume any material liability), or in connection with
any claim, issue or matter therein, the Corporation shall indemnify the director
or officer against expenses actually and reasonably incurred by him in
connection with such proceeding to the extent that he was a party to the
proceeding because he is a director or officer.

     (b)  In cases not included under subsection (a), the Corporation shall
indemnify any director or officer against any liability actually and reasonably
incurred by the director or officer in a proceeding to which the director or
officer was a party because he is a director or officer, unless the liability
was incurred because the director or officer breached or failed to perform a
duty he owes to the Corporation and the breach or failure to perform constitutes
any of the following: (i) a willful failure to deal fairly with the Corporation
or its shareholders in connection with a matter in which the director or officer
has a material conflict of interest; (ii) a violation of criminal law, unless
the director or officer had reasonable cause to believe his conduct was lawful
or no reasonable cause to believe his conduct was unlawful; (iii) a transaction
from which the director or officer derived an improper personal profit; or (iv)
willful misconduct. The termination of a proceeding by judgment, order,
settlement or conviction, or upon a plea of no contest or an equivalent plea,
does not, by itself, create a presumption that indemnification of the director
or officer is not required under this subsection.

     (c)  Indemnification under this section is not required to the extent that
the director or officer has previously received indemnification or allowance of

                                     VIII-2



expenses from any person, including the Corporation, in connection with the same
proceeding.

     (d)  A director or officer who seeks indemnification under this ARTICLE
VIII shall make a written request to the Corporation.

     SECTION 8.03. Determination of Right to Indemnification.

     Unless otherwise provided by the Articles of Incorporation or by written
agreement between the director or officer and the Corporation, the director or
officer seeking indemnification under section 8.02(b) shall make a written
request to the Corporation for indemnification which shall designate one of the
following means for determining his right to indemnification: (a) by a majority
vote of a quorum of the Board of Directors or a committee of directors,
consisting of directors not at the time parties to the same or related
proceedings; (b) by independent legal counsel selected by a quorum of the Board
of Directors or its committee in the manner prescribed in subsection (a) or, if
unable to obtain such a quorum or committee, by a majority vote of the full
Board of Directors, including directors who are parties to the same or related
proceedings; (c) by a panel of three arbitrators consisting of one arbitrator
selected by those directors entitled under (b) to select independent legal
counsel, one arbitrator selected by the director or officer seeking
indemnification and one arbitrator selected by the two arbitrators previously
selected; or (d) by an affirmative vote of a majority of the Corporation's
shares; provided, however, that shares owned by, or voted under the control of,
persons who are at the time parties to the same or related proceedings, whether
as plaintiffs or defendants or in any other capacity, may not be voted in making
the determination. The director or officer may apply to a court of competent
jurisdiction for review of an adverse determination under this section.

     Any determination hereunder shall be made pursuant to procedures consistent
with the Wisconsin Business Corporation Law unless otherwise agreed by the
Corporation and the person seeking indemnification. Such determination shall be
completed and eligible expenses, if any, shall be paid to the person requesting
indemnification hereunder within 60 days of the Corporation's receipt of the
written request required hereunder.

     SECTION 8.04. Allowance of Expenses as Incurred.

     Upon written request of a director or officer who is a party to a
proceeding, the Corporation shall pay or reimburse his reasonable expenses as
incurred if the director or officer provides the Corporation with all of the
following: (a) a written affirmation of his good faith belief that he has not
breached or failed to perform his duties to the Corporation; and (b) a written
undertaking, executed personally or

                                     VIII-3



on his behalf, to repay the allowance and, if required by the Corporation, to
pay reasonable interest on the allowance to the extent that it is ultimately
determined under section 8.03 that indemnification under section 8.02 is not
required and indemnification is not otherwise ordered by a court. The
undertaking under this subsection shall be an unlimited general obligation of
the director or officer and may be accepted without reference to his ability to
repay the allowance. The undertaking may be secured or unsecured.

         SECTION 8.05.  Partial Indemnification.

         (a) If it is determined pursuant to section 8.03 of this ARTICLE VIII
that a director or officer is entitled to indemnification as to some claims,
issues or matters in connection with any proceeding, but not as to other claims,
issues or matters, the person or persons making such determination shall
reasonably determine those liabilities which are the result of claims, issues or
matters that are a proper subject for indemnification hereunder in light of all
of the circumstances.

         (b) If it is determined pursuant to section 8.03 of this ARTICLE VIII
that certain expenses incurred by a director or officer are for any reason
unreasonable in amount in light of all the circumstances, the person or persons
making such determination shall authorize the indemnification of the director or
officer for only such amounts as he or they shall deem reasonable.

         SECTION 8.06.  Indemnification of Employees and Agents.

         The Board of Directors, may, in its sole discretion, provide
indemnification and/or allowance of expenses in advance of a final determination
of any proceeding to an employee or agent of the Corporation who is not a
director or officer in connection with any proceeding in which the employee or
agent was a defendant because of his actions as an employee or agent of the
Corporation; provided, however, that prior to such indemnification or allowance
of expenses, the Board of Directors shall first determine that the employee or
agent acted in good faith and in a manner he reasonably believed to be in and
not opposed to the best interests of the Corporation.

         SECTION 8.07.  Limited Liability of Directors.

         Except as provided in the Articles of Incorporation, a director shall
not be liable to the Corporation, its shareholders, or any person asserting
rights on behalf of the Corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his status as a
director, unless the person

                                     VIII-4



asserting liability proves that the breach or failure to perform constitutes any
of the acts of misconduct listed in section 8.02(b) of this ARTICLE VIII.

         SECTION 8.08.  Severability of Provisions.

         The provisions of this ARTICLE VIII and the several rights to
indemnification, advancement of expenses and limitation of liability created
hereby are independent and severable and, if any such provision and/or right
shall be held by a court of competent jurisdiction in which a proceeding
relating to such provisions and/or rights is brought to be against public policy
or otherwise to be unenforceable, the other provisions of this ARTICLE VIII
shall remain enforceable and in full effect.

         SECTION 8.09.  Nonexclusivity of Rights.

         The rights to indemnification and advancement of expenses provided for
in this ARTICLE VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any agreement authorized by the Board of Directors, any By-Law of the
Corporation, any vote of shareholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity.
Notwithstanding the foregoing, the Corporation shall not indemnify a director or
officer, or permit a director or officer to retain any allowance of expenses
pursuant to any such additional rights unless it is determined by or on behalf
of the Corporation that the director or officer did not breach or fail to
perform a duty he owes to the Corporation which constitutes conduct under
section 8.02(b). A director or officer who is a party to the same or related
proceeding for which indemnification or an allowance of expenses is sought may
not participate in a determination under this subsection.

         SECTION 8.10.  Purchase of Insurance.

         The Corporation may purchase and maintain insurance on behalf of any
person who is a director or officer of the Corporation, to the extent that such
director or officer is insurable and such insurance coverage can be secured by
the Corporation at rates, and in amounts and subject to such terms and
conditions as shall be determined in good faith to be reasonable and appropriate
by the Board of Directors of the Corporation.

                                     VIII-5



         SECTION 8.11.  Amendment.

         No amendment or repeal of this ARTICLE VIII shall be effective to
reduce the obligations of the Corporation under this ARTICLE VIII with respect
to any proceeding based upon occurrences which take place prior to such
amendment or repeal.

                                     VIII-6



                                   ARTICLE IX

                                      SEAL

         The Board of Directors may provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "Corporate Seal."

                                      IX-1



                                    ARTICLE X

                                   AMENDMENTS

         SECTION 10.01.  By Shareholders.

         Except as limited by sections 10.02 and 10.03 or by applicable law,
these By-Laws may be altered, amended or repealed and new By-Laws may be adopted
by the shareholders by affirmative vote of not less than a majority of the
shares present or represented at any annual or special meeting of the
shareholders at which a quorum is in attendance.

         SECTION 10.02.    By-Law Fixing Quorum or Voting Requirements for
Shareholders.

         If authorized by the Articles of Incorporation, the shareholders may
adopt or amend a By-Law that fixes a greater or lower quorum requirement or
greater voting requirement for shareholders or voting groups of shareholders
than is otherwise provided by these By-Laws or the Wisconsin Business
Corporation Law. The adoption or amendment of a By-Law that adds, changes or
deletes a greater or lower quorum requirement or a greater voting requirement
for the shareholders must meet the same quorum requirement and be adopted by the
same vote and voting groups required to take action under the quorum and voting
requirements then in effect. A By-Law that fixes a greater or lower quorum
requirement or greater voting requirement for shareholders under this section
10.02 may not be adopted, altered, amended or repealed by the Board of
Directors.

         SECTION 10.03.    By-Law Fixing Quorum or Voting Requirements for
Directors.

         A By-Law that fixes a greater or lower quorum requirement or a greater
voting requirement for the Board of Directors may be amended or repealed as
follows:

         (a)  If originally adopted by the shareholders, only by the
shareholders, unless the By-Law provides otherwise as permitted by this section
10.03; and

         (b)  if originally adopted by the Board of Directors, either by the
shareholders or by the Board of Directors.

         A By-Law adopted or amended by the shareholders that fixes a greater or
lower quorum requirement or a greater voting requirement for the Board of
Directors may provide that it may be amended or repealed only by a specified
vote

                                       X-1



of either the shareholders or the Board of Directors. Action by the Board of
Directors to adopt or amend a By-Law that changes the quorum or voting
requirement for the Board of Directors must meet the same quorum requirement and
be adopted by the same vote required to take action under the quorum and voting
requirements then in effect, unless a different voting requirement is specified
in accordance with the prior sentence.

         SECTION 10.04.  By Directors.

         The Board of Directors may amend or repeal these By-Laws or adopt new
By-Laws except to the extent (a) the Articles of Incorporation, section 10.02 or
10.03 of these By-Laws or any provision of the Wisconsin Business Corporation
Law reserve that power exclusively to the shareholders; or (b) the shareholders
in adopting, amending or repealing a particular By-Law provide within these
By-Laws that the Board of Directors may not amend, repeal or readopt that
By-Law.

         SECTION 10.05.  Implied Amendments.

         Any action taken or authorized by the shareholders or by the Board of
Directors, which would be inconsistent with the By-Laws then in effect but is
taken or authorized by affirmative vote of not less than the number of shares or
the number of directors required to amend the By-Laws so that the By-Laws would
be consistent with such action, shall be given the same effect as though the
By-Laws had been temporarily amended or suspended so far, but only so far, as is
necessary to permit the specific action so taken or authorized.

                                      X-2



                                   ARTICLE XI

                                     GENDER

         As used in these By-Laws wherever appropriate, the masculine gender
shall also refer to the feminine gender.

                                      XI-1

EX-3.3

                                                                     EXHIBIT 3.3

              CERTIFICATE OF INCORPORATION OF CARDINAL FOODS, INC.
   (Composite including all amendments and restatements through July 31, 2002)


     FIRST: The name of the corporation is Cardinal Foods, Inc.

     SECOND: The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801.
The name of the corporation's registered agent at that address is The
Corporation Trust Company.

     THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

     FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is Seven Hundred Fifty (750), all of which shall be
common stock having a par value of $.01 per share.

     FIFTH: To the extent permitted by law, the corporation may purchase or
otherwise acquire shares of any class issued by it for such consideration and
upon such terms and conditions as may be authorized by its board of directors,
in its discretion, from time to time.

     SIXTH: The original Bylaws of the corporation may be adopted by the
Incorporator. Thereafter, the power to make, alter or repeal the Bylaws is
conferred upon and shall be vested in the board of directors.

     SEVENTH: Elections of directors need not be by written ballot, unless
otherwise provided in the corporation's Bylaws.

     EIGHTH: To the extent permitted by the General Corporation Law of Delaware
as the same exists or may hereafter be amended, a director of the corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director.

     NINTH: The name of the Incorporator is George H. Bennett, Jr., whose
mailing address is 655 Metro Place South, Dublin, Ohio 43017.

     TENTH: [Omitted in original charter documents.]

     ELEVENTH: A director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after the
filing of the Certificate of Incorporation of which this article is a part to
authorize corporate action further eliminating or limiting the



personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Delaware General Corporation law, as so amended.

     Any repeal or modification of the foregoing paragraph by the stockholders
of the corporation shall not adversely affect any right or protection of a
director of the corporation existing at the time of such repeal or modification.



                                       2

EX-3.4

                                                                     EXHIBIT 3.4

                           AMENDED & RESTATED BY-LAWS

                                       OF

                              CARDINAL FOODS, INC.



                                Table of Contents
                                -----------------


Article I: Meetings of Stockholders
           ------------------------
                                                                               
      Section 1.        Annual Meetings .......................................   1
      Section 2.        Special Meetings ......................................   1
      Section 3.        Notices of Meetings ...................................   1
      Section 4.        Place of Meetings .....................................   1
      Section 5.        Quorum ................................................   1
      Section 6.        Record Date ...........................................   1
      Section 7.        Proxies ...............................................   2

Article II: Directors
            ---------

      Section 1.        Number of Directors ...................................   2
      Section 2.        Election of Directors .................................   2
      Section 3.        Term of Office ........................................   2
      Section 4.        Removal ...............................................   2
      Section 5.        Vacancies .............................................   2
      Section 6.        Quorum and Transaction of Business ....................   3
      Section 7.        Annual Meeting ........................................   3
      Section 8.        Regular Meetings ......................................   3
      Section 9.        Special Meetings ......................................   3
      Section 10.       Notice of Annual or Special Meetings ..................   3
      Section 11.       Compensation ..........................................   3

Article III: Committees
             ----------

      Section 1.        Executive Committee ...................................   4
      Section 2.        Meetings of Executive Committee .......................   4
      Section 3.        Other Committees ......................................   4

Article IV: Officers
            --------

      Section 1.        General Provisions ....................................   5
      Section 2.        Term of Office ........................................   5

Article V: Duties of Officers
           ------------------

      Section 1.        Chairman of the Board .................................   5
      Section 2.        President .............................................   5
      Section 3.        Chief Executive Officer ...............................   5
      Section 4.        Vice President ........................................   5
      Section 5.        Secretary .............................................   6
      Section 6.        Treasurer .............................................   6
      Section 7.        Assistant and Subordinate Officers ....................   6
      Section 8.        Duties of Officers May Be Delegated ...................   6


                                       i




Article VI:  Indemnification and Insurance
             -----------------------------
                                                                                                     
      Section 1.        Indemnification in Non-Derivative Actions ...................................   6
      Section 2.        Indemnification in Derivative Actions .......................................   7
      Section 3.        Indemnification as Matter of Right ..........................................   7
      Section 4.        Determination of Conduct ....................................................   7
      Section 5.        Advance Payment of Expenses .................................................   7
      Section 6.        Nonexclusivity ..............................................................   7
      Section 7.        Liability Insurance .........................................................   7
      Section 8.        Meaning of Certain Terms ....................................................   8
      Section 9.        Continuation of Indemnification and Advancement of Expenses .................   8

Article VII: Certificates for Shares
             -----------------------
      Section 1.        Form and Execution ..........................................................   8
      Section 2.        Registration of Transfer ....................................................   9
      Section 3.        Lost, Destroyed or Stolen Certificates ......................................   9
      Section 4.        Registered Shareholders .....................................................   9

Article VIII:  Fiscal Year ..........................................................................   9
               -----------

Article IX:  Seal ...................................................................................   9
             ----

Article X:  Amendments ..............................................................................   9
            ----------

Article XI:  Officers and Directors--Liability and Indemnity; Transactions with Corporation
             ------------------------------------------------------------------------------

      Section 1.        Definitions Applicable to Article XI ........................................   10
      Section 2.        Director and Officer Liability Limitations ..................................   11
      Section 3.        Mandatory Indemnification ...................................................   11
      Section 4.        Procedural Requirements for Determination That Indemnification is
                        Proper ......................................................................   12
      Section 5.        Advancement of Expenses .....................................................   14
      Section 6.        Right of Director or Officer to Bring Suit ..................................   14
      Section 7.        Permissible Considerations ..................................................   14
      Section 8.        Reliance by Directors or Officers ...........................................   15
      Section 9.        Insurance ...................................................................   15
      Section 10.       Severability and Intent .....................................................   15
      Section 11.       Notice to the Corporation ...................................................   15
      Section 12.       Indemnification and Allowance of Expenses of Certain Others .................   15
      Section 13.       Amendment ...................................................................   15
      Section 14.       Nonexclusivity of Article XI ................................................   16


                                       ii



                          AMENDED AND RESTATED BY-LAWS
                                       OF
                              CARDINAL FOODS, INC.

                                    ARTICLE I

                            Meetings of Stockholders

         Section 1. Annual Meetings. The annual meeting of stockholders shall be
held at such time and on such date during the first six months of each fiscal
year (commencing in 1987) as may be fixed by the Board of Directors and stated
in the notice of the meeting, for the election of Directors, the consideration
of reports to be laid before such meeting and the transaction of such other
business as may properly come before the meeting.

         Section 2. Special Meetings. Special meetings of the stockholders shall
be called upon the written request of the Chairman of the Board of Directors,
the President, the Directors by action at a meeting, a majority of the Directors
acting without a meeting, or of the holders of shares entitling them to exercise
twenty-five percent (25%) of the voting power of the Corporation entitled to
vote thereat. Calls for such meetings shall specify the purposes thereof. No
business other than that specified in the call shall be considered at any
special meeting.

         Section 3. Notices of Meetings. Unless waived, written notice of each
annual or special meeting stating the time, place, and the purposes thereof
shall be given by personal delivery or by mail to each stockholder of record
entitled to vote at or entitled to notice of the meeting, not more than sixty
(60) days nor less than ten (10) days before any such meeting. If mailed, such
notice shall be directed to the stockholder at his address as the same appears
upon the records of the Corporation. Any stockholder, either before or after any
meeting, may waive any notice required to be given by law or under these
Regulations.

         Section 4. Place of Meetings. Meetings of stockholders shall be held in
the City of Columbus, State of Ohio, at the principal office of the Corporation
in that City unless the Board of Directors determines that a meeting shall be
held at some other place within or without the State of Delaware and causes the
notice thereof to so state.

         Section 5. Quorum. The holders of shares entitling them to exercise a
majority of the voting power of the Corporation entitled to vote at any meeting,
present in person or by proxy, shall constitute a quorum for the transaction of
business to be considered at such meeting; provided, however, that no action
required by law or by the Certificate of Incorporation or these By-Laws to be
authorized or taken by the holders of a designated proportion of the shares of
any particular class or of each class may be authorized or taken by a lesser
proportion. The holders of a majority of the voting shares represented at a
meeting, whether or not a quorum is present, may adjourn such meeting from time
to time, until a quorum shall be present.

         Section 6. Record Date. The Board of Directors may fix a record date
for any lawful purpose, including without limiting the generality of the
foregoing, the determination of stockholders entitled to (i) receive notice of
or to vote at any meeting, (ii) receive payment of any dividend or other
distribution or allotment of any rights, (iii) receive or exercise rights of
purchase or of subscription for, or exchange or conversion of, shares or other
securities, subject to any contract right with respect thereto, or (iv)
participate in the execution of written consents, waivers or releases. Said
record date shall be not more than sixty (60) days nor less than ten (10) days
preceding the date of such meeting, the date fixed for the

                                       1



payment of any dividend or distribution or the date fixed for the receipt or the
exercise of rights, as the case may be.

         If a record date shall not be fixed, the record date for the
determination of stockholders who are entitled to notice of, or who are entitled
to vote at, a meeting of stockholders, shall be the close of business on the
date next preceding the day on which notice is given, or the close of business
on the date next preceding the day on which the meeting is held, as the case may
be.

         Section 7. Proxies. A person who is entitled to attend a stockholders'
meeting, to vote thereat, or to execute consents, waivers or releases, may be
represented at such meeting or vote thereat, and execute consents, waivers and
releases, and exercise any of his other rights, by proxy or proxies appointed by
a writing signed by such person.

                                   ARTICLE II

                                    Directors

         Section 1. Number of Directors. Until changed in accordance with the
provisions of this section, the number of Directors of the Corporation shall be
one (1). Subject to the limitation that such number of Directors shall be not
less than one (1) nor more than fifteen (15), such number may be changed from
time to time as determined by resolution adopted by a majority of the Directors
then in office.

         Section 2. Election of Directors. Directors shall be elected at the
annual meeting of stockholders, but when the annual meeting is not held or
Directors are not elected thereat, they may be elected at a special meeting
called and held for that purpose. Such election shall be by ballot whenever
requested by any stockholder entitled to vote at such election; but, unless such
request is made, the election may be conducted in any manner approved at such
meeting.

         At each meeting of stockholders for the election of Directors, the
persons receiving the greatest number of votes shall be Directors.

         Section 3. Term of Office. Each Director shall hold office until the
annual meeting next succeeding his election and until his successor is elected
and qualified, or until his earlier resignation, removal from office or death.

         Section 4. Removal. All the Directors, or all the Directors of a
particular class, or any individual Director may be removed from office, without
assigning any cause, by the vote of the holders of a majority of the voting
power entitling them to elect Directors in place of those to be removed,
provided that unless all the Directors, or all the Directors of a particular
class, are removed, no individual Director shall be removed in case the votes of
a sufficient number of shares are cast against his removal which, if
cumulatively voted at an election of all the Directors, or all the Directors of
a particular class, as the case may be, would be sufficient to elect at least
one Director. In case of any such removal, a new Director may be elected at the
same meeting for the unexpired term of each Director removed.

         Section 5. Vacancies. Vacancies in the Board of Directors may be filled
by a majority vote of the remaining Directors until an election to fill such
vacancies is had. Stockholders entitled to elect Directors shall have the right
to fill any vacancy on the Board (whether the same has been temporarily filled
by the remaining Directors or not) at any meeting of the stockholders called for
that purpose, and any Directors elected at any such meeting of stockholders
shall serve until the next annual election of Directors and until their
successors are elected and qualified.

                                       2



         Section 6. Quorum and Transaction of Business. A majority of the whole
authorized number of Directors shall constitute a quorum for the transaction of
business, except that a majority of the Directors in office shall constitute a
quorum for filling a vacancy on the Board. Whenever less than a quorum is
present at the time and place appointed for any meeting of the Board, a majority
of those present may adjourn the meeting from time to time, until a quorum shall
be present. The act of a majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Board.

         Section 7. Annual Meeting. Annual meetings of the Board of Directors
shall be held immediately following annual meetings of the stockholders, or as
soon thereafter as is practicable. If no annual meeting of the stockholders is
held, or if Directors are not elected thereat, then the annual meeting of the
Board of Directors shall be held immediately following any special meeting of
the stockholders at which Directors are elected, or as soon thereafter as is
practicable.

         Section 8. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places, within or without the State of Delaware,
as the Board of Directors may, by resolution or by-law, from time to time,
determine. The Secretary shall give notice of each such resolution or by-law to
any Director who was not present at the time the same was adopted, but no
further notice of such regular meeting need be given.

         Section 9. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, any vice President,
or any two members of the Board of Directors, and shall be held at such times
and places, within or without the State of Delaware, as may be specified in such
call.

         Section 10. Notice of Annual or Special Meetings. Notice of the time
and place of each annual or special meeting shall be given to each Director by
the Secretary or by the person or persons calling such meeting. Such notice need
not specify the purpose or purposes of the meeting and may be given in any
manner or method and at such time so that the Director receiving it may have
reasonable opportunity to participate in the meeting. Such notice shall, in all
events, be deemed to have been properly and duly given if mailed at least
forty-eight (48) hours prior to the meeting and directed to the residence of
each Director as shown upon the Secretary's records and, in the event of a
meeting to be held through the use of communications equipment, if the notice
sets forth the telephone number at which each Director may be reached for
purposes of participation in the meeting as shown upon the Secretary's records
and states that the Secretary must be notified if a Director desires to be
reached at a different telephone number. The giving of notice shall be deemed to
have been waived by any Director who shall participate in such meeting and may
be waived, in a writing, by any Director either before or after such meeting.

         Section 11. Compensation. The Directors, as such, shall be entitled to
receive such reasonable compensation for their services as may be fixed from
time to time by resolution of the Board, and expenses of attendance, if any, may
be allowed for attendance at each annual, regular or special meeting of the
Board. Nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of the executive committee or of any other standing or special
committee may by resolution of the Board be allowed such compensation for their
services as the Board may deem reasonable, and additional compensation may be
allowed to Directors for special services rendered.

                                       3



                                   ARTICLE III

                                   Committees

         Section 1. Executive Committee. The Board of Directors may from time to
time, by resolution passed by a majority of the entire Board, create an
executive committee consisting of one or more Directors, the members of which
shall be elected by the Board of Directors to serve during the pleasure of the
Board. If the Board of Directors does not designate a chairman of the executive
committee, the executive committee shall elect a chairman from its own number.
Except as otherwise provided herein and in the resolution creating an executive
committee, such committee shall, during the intervals between the meetings of
the Board of Directors, possess and may exercise all of the powers of the Board
of Directors in the management of the business and affairs of the Corporation
and may authorize the seal of the Corporation to be fixed to all papers which
may require it, but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation, adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the by-laws of the Corporation. Unless
otherwise specifically provided in the resolution of the Board of Directors or
the Certificate of Incorporation, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the Board of Directors. The executive
committee shall keep full records and accounts of its proceedings and
transactions. All action by the executive committee shall be reported to the
Board of Directors at its meeting next succeeding such action and shall be
subject to control, revision and alteration by the Board of Directors, provided
that no rights of third persons shall be prejudicially affected thereby. The
Board of Directors may designate one or more Directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

         Section 2. Meetings of Executive Committee. Subject to the provisions
of these Regulations, the executive committee shall fix its own rules of
procedure and shall meet as provided by such rules or by resolutions of the
Board of Directors, and it shall also meet at the call of the President, the
chairman of the executive committee or any two members of the committee. Unless
otherwise provided by such rules or by such resolutions, the provisions of
Section 10 of Article II relating to the notice required to be given of meetings
of the Board of Directors shall also apply to meetings of the executive
committee. A majority of the executive committee shall be necessary to
constitute a quorum. The executive committee may act in a writing, or by
telephone with written confirmation, without a meeting, but no such action of
the executive committee shall be effective unless concurred in by all members of
the committee.

         Section 3. Other Committees. The Board of Directors may by resolution
provide for such other standing or special committees as it deems desirable, and
discontinue the same at pleasure. Each such committee shall have such powers and
perform such duties, not inconsistent with law, as may be delegated to it by the
Board of Directors. The provisions of Section 1 and Section 2 of this Article
shall govern the appointment and action of such committees so far as the same
are consistent with such appointment and unless otherwise provided by the Board
of Directors. Vacancies in such committees shall be filled in the same manner as
provided in Section 1 of this Article.

                                       4



                                   ARTICLE IV

                                    Officers

         Section 1. General Provisions. The Board of Directors shall elect a
President, such number of Vice Presidents as the Board may from time to time
determine, a Secretary and a Treasurer and, in its discretion, a Chairman of the
Board of Directors. The Board of Directors may from time to time create such
offices and appoint such other officers, subordinate officers and assistant
officers as it may determine. The officers need not be chosen from among the
members of the Board of Directors. Any two of such offices, other than that of
President and Vice President, may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than one capacity.

         Section 2. Term of Office. The officers of the Corporation shall hold
office during the pleasure of the Board of Directors, and, unless sooner removed
by the Board of Directors, and until their successors are chosen and qualified.
The Board of Directors may remove any officer at any time, with or without
cause. A vacancy in any office, however created, shall be filled by the Board of
Directors.

                                    ARTICLE V

                               Duties of Officers

         Section 1. Chairman of the Board. The chairman of the board, if one be
elected, shall preside at all meetings of the stockholders and of the Board of
Directors and shall have such other powers and duties as may be prescribed by
the Board of Directors.

         Section 2. President. The President shall exercise supervision over the
business of the Corporation and over its several officers, subject, however, to
the control of the Board of Directors and the Chief Executive Officer (provided
he is not the Chief Executive Officer). In the absence of the Chairman of the
Board, or if a Chairman of the Board shall not have been elected, he shall
preside at meetings of the stockholders and of the Board of Directors. He shall
have authority to sign all certificates for shares and all deeds, mortgages,
bonds, agreements, notes and other instruments requiring his signature; and
shall have such other powers and duties as the Board of Directors may from time
to time assign to him.

         Section 3. Chief Executive Officer. The Board of Directors shall
designate the Chairman of the Board or the President as Chief Executive Officer.
Such Chief Executive Officer shall have the general direction of the affairs of
the Company, subject to the Board of Directors. He may appoint and discharge
agents and employees, and perform such other duties as are incident to his
office or delegate to him by the Board of Directors or which are or may at any
time be authorized or required by law. In the absence or disability of the
officer designated as Chief Executive Officer, the other aforementioned officer
(Chairman of the Board or President) shall perform any and all duties of the
Chief Executive Officer.

         Section 4. Vice President. The Vice Presidents, if they are elected,
shall have such powers and duties as may from time to time be assigned to them
by the Board of Directors, the Chief Executive officer or the President. At the
request of the President, or in the case of his absence or disability, the Vice
President designated by the President (or in the absence of such designation,
the Vice President designated by the Board or the Chief Executive Officer) shall
perform all the duties of the President and, when so acting, shall have all the
powers of the President. The authority of Vice Presidents to sign in the name of
the Corporation certificates for shares and deeds, mortgages, bonds agreements,
notes and other instruments shall be coordinate with like authority of the
President.

                                       5



         Section 5. Secretary. The Secretary shall keep minutes of all the
proceedings of the stockholders and Board of Directors and shall make proper
record of the same, which shall be attested by him; shall have authority to
execute and deliver certificates as to any of such proceedings and any other
records of the Corporation; shall have authority to sign all certificates for
shares and all deeds, mortgages, bonds, agreements, notes and other instruments
to be executed by the Corporation which require his signature; shall give notice
of meetings of stockholders and Directors; shall produce on request at each
meeting of stockholders a certified list of stockholders arranged in
alphabetical order; shall keep such books and records as may be required by law
or by the Board of Directors; and, in general, shall perform all duties incident
to the office of Secretary and such other duties as may from time to time be
assigned to him by the Board of Directors, the Chief Executive Officer or the
President.

         Section 6. Treasurer. The Treasurer shall have general supervision of
all finances; he shall receive and have in charge all money, bills, notes,
deeds, leases, mortgages and similar property belonging to the Corporation, and
shall do with the same as may from time to time be required by the Board of
Directors. He shall cause to be kept adequate and correct accounts of the
business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, stated capital and shares,
together with such other accounts as may be required, and upon the expiration of
his term of office shall turn over to his successor or to the Board of Directors
all property, books, papers and money of the Corporation in his hands; and shall
have such other powers and duties as may from time to time be assigned to him by
the Board of Directors, the Chief Executive Officer or the President.

         Section 7. Assistant and Subordinate Officers. The Board of Directors
may appoint such assistant and subordinate officers as it may deem desirable.
Each such officer shall hold office during the pleasure of the Board of
Directors, and perform such duties as the Board of Directors, the Chief
Executive Officer or the President may prescribe.

         The Board of Directors may, from time to time, authorize any officer to
appoint and remove subordinate officers, to prescribe their authority and
duties, and to fix their compensation.

         Section 8. Duties of Officers May be Delegated. In the absence of any
officer of the Corporation, or for any other reason the Board of Directors may
deem sufficient, the Board of Directors may delegate, for the time being, the
powers or duties, or any of them, of such officers to any other officer or to
any Director.

                                   ARTICLE VI

                          Indemnification and Insurance

         Section 1. Indemnification in Non-Derivative Actions. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party, to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, other than an action
by or in the right of the Corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses, including attorneys' fees, judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or

                                       6



upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

         Section 2. Indemnification in Derivative Actions. The Corporation shall
indemnify any person who was or is a party, or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, or other
enterprise against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless, and only to the extent that the Court of Chancery, or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability, but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or such other court shall deem proper.

         Section 3. Indemnification as Matter of Right. To the extent that a
director, officer, employee, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Sections
1 and 2 of this Article VI, or in defense of any claim, issue, or matter
therein, he shall be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection therewith.

         Section 4. Determination of Conduct. Any indemnification under Sections
1 and 2 of this Article VI, unless ordered by a court, shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Sections 1 and 2 of this Article VI. Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of Directors of the
Corporation who were not parties to such action, suit, or proceeding, or (b) if
such a quorum is not obtainable or even if obtainable a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion, or (c)
by the stockholders.

         Section 5. Advance Payment of Expenses. Expenses incurred in defending
any civil or criminal action, suit, or proceeding may be paid by the Corporation
in advance of the final disposition of such action, suit, or proceeding upon
receipt of an undertaking by or on behalf of the director, officer, employee, or
agent to repay such amount, if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article VI.

         Section 6. Nonexclusivity. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other Sections of this Article
VI shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested Directors, or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office.

         Section 7. Liability Insurance. The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred

                                       7



by him in any such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such liability
under the provisions of this Article VI or of Section 145 of the Delaware
Corporation Law.

         Section 8. Meaning of Certain Terms. For purposes of this Article VI,
references to "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under the
provisions of this Section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

         For purposes of this Article VI, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such Director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this Article
VI.

         Section 9. Continuation of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VI shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.

                                   ARTICLE VII

                             Certificates for Shares

         Section 1. Form and Execution. Certificates for shares, certifying the
number of fully paid shares owned, shall be issued to each stockholder in such
form as shall be approved by the Board of Directors. Such certificates shall be
signed by the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer; provided, however, that if
such certificates are countersigned by a transfer agent or registrar, the
signatures of any of said officers and the seal of the Corporation upon such
certificates may be facsimiles, engraved, stamped or printed. If any officer or
officers, who shall have signed, or whose facsimile signature shall have been
used, printed or stamped on any certificate or certificates for shares, shall
cease to be such officer or officers, because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates, if authenticated by the
endorsement thereon of the signature of a transfer agent or registrar, shall
nevertheless be conclusively deemed to have been adopted by the Corporation by
the use and delivery thereof and shall be as effective in all respects as though
signed by a duly elected, qualified and authorized officer or officers, and as
though the person or persons who signed such certificate or certificates, or
whose facsimile signature or signatures shall have been used thereon, had not
ceased to be an officer or officers of the Corporation.

                                       8



         Section 2. Registration of Transfer. Any certificate for shares of the
Corporation shall be transferable in person or by attorney upon the surrender
thereof to the Corporation or any transfer agent therefor (for the class of
shares represented by the certificate surrendered) properly endorsed for
transfer and accompanied by such assurances as the Corporation or such transfer
agent may require as to the genuineness and effectiveness of each necessary
endorsement.

         Section 3. Lost, Destroyed or Stolen Certificates. Anew share
certificate or certificates may be issued in place of any certificate
theretofore issued by the Corporation which is alleged to have been lost,
destroyed or wrongfully taken upon (i) the execution and delivery to the
Corporation by the person claiming the certificate to have been lost, destroyed
or wrongfully taken of an affidavit of that fact, specifying whether or not, at
the time of such alleged loss, destruction or taking, the certificate was
endorsed, and (ii) the furnishing to the Corporation of indemnity and other
assurances satisfactory to the Corporation and to all transfer agents and
registrars of the class of shares represented by the certificate against any and
all losses, damages, costs, expenses or liabilities to which they or any of them
may be subjected by reason of the issue and delivery of such new certificate or
certificates or in respect of the original certificate.

         Section 4. Registered Stockholders. A person in whose name shares are
of record on the books of the Corporation shall conclusively be deemed the
unqualified owner and holder thereof for all purposes and to have capacity to
exercise all rights of ownership. Neither the Corporation nor any transfer agent
of the Corporation shall be bound to recognize any equitable interest in or
claim to such shares on the part of any other person, whether disclosed upon
such certificate or otherwise, nor shall they be obliged to see to the execution
of any trust or obligation.

                                  ARTICLE VIII

                                   Fiscal Year

         The fiscal year of the Corporation shall end on the last Saturday in
March in each year or on such other date as may be fixed from time to time by
the Board of Directors.

                                   ARTICLE IX

                                      Seal

         The Board of Directors may provide a suitable seal containing the name
of the Corporation. If deemed advisable by the Board of Directors, duplicate
seals may be provided and kept for the purposes of the Corporation.

                                    ARTICLE X

                                   Amendments

         These By-Laws may be amended, or new by-laws may be adopted, by the
Board of Directors; provided, that any by-law, other than an initial by-law,
which divides the Directors into classes having staggered terms shall be adopted
at any meeting of stockholders called for such purpose by the affirmative vote
of, or without a meeting by the written consent of, the holders of shares
entitling them to exercise a majority of the voting power of the Corporation on
such proposal.

                                       9



                                   ARTICLE XI.

                             Officers And Directors
             Liability And Indemnity; Transactions With Corporation

         Section 1.  Definitions Applicable to Article XI.

            (a) "Applicable Corporate Law" shall mean those statutes comprising
the general corporation law of the jurisdiction in which the Corporation is
incorporated, as amended from time to time.

            (b) "Breach of Duty" shall mean conduct of a Director or Officer
constituting any one or more of the following:

                (1) A willful failure to deal fairly with the Corporation or its
stockholders in connection with a matter in which the Director or Officer has a
material conflict of interest.

                (2) A violation of criminal law, unless the Director or Officer
had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

                (3) A transaction from which the Director or Officer derived an
improper personal profit.

                (4) Willful misconduct.

            (c) "Claim" means any threatened or asserted claim or cause of
action involving actual or potential liability of a Director or Officer arising
from any act or omission of such person alleged or determined to have been
negligent, grossly negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or regulation thereunder)
or the Employee Retirement Income Security Act of 1974 or any other foreign,
federal, state or local law, rule or regulation which is asserted or brought by
or in the right of the Corporation or by any governmental authority or any other
person or entity.

            (d) "Director or Officer" means any of the following:

                (1) A natural person who is or was: (i) a director (elected or
appointed by the stockholders or Board of Directors); or (ii) an officer
(elected or appointed by the Board of Directors) of the Corporation.

                (2) A natural person who, while such a director or officer of
the Corporation, is or was serving either pursuant to the Corporation's specific
request or as a result of the nature of such person's duties to the Corporation
as a director, officer, partner, trustee, member of any governing or decision
making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.

                (3) A natural person who, while such a director or officer of
the Corporation, is or was serving an employee benefit plan because his or her
duties to the Corporation also impose duties

                                       10



on, or otherwise involve services by, the person to the plan or to participants
in or beneficiaries of the plan.

               (4) Unless the context requires otherwise, the estate or
personal representative of any such director, officer or Trustee.

     This term is not intended to include any person who holds a position of
title of Vice President or other apparent office without formal election or
appointment by the Board of Directors.

           (e) "Disinterested Majority" shall mean a majority of the Board of
Directors of the Corporation who are not Parties to the subject Proceeding or
any related Proceeding.

           (f) "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

           (g) "Liability" includes the obligation to pay any sums or perform
any acts pursuant to a settlement, penalty, assessment, forfeiture, fine, or
judgment, including (without limitation) any excise tax assessed with respect to
any employee benefit plan, punitive damages, costs, and expenses.

           (h) "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

           (i) "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit, arbitration or other
proceeding of any kind, whether formal or informal, in which a Claim is or may
be asserted against a Director or Officer or in which the Director or Officer is
a witness.

     Section 2. Director and Officer Liability Limitations. No Director or
Officer shall be liable to the Corporation, its shareholders or any person
asserting rights on behalf of the Corporation or its shareholders, for damages,
settlements, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his or her
status as an Officer, regardless of whether constituting negligence or other
tortious or otherwise culpable conduct, unless the person asserting liability
proves that the breach or failure to perform constitutes a Breach of Duty. In
addition to and not in limitation of the foregoing, no Officer shall have any
liability for acts or omissions constituting business judgment within the
business judgment rule.

     Section 3. Mandatory Indemnification.

           (a) Indemnification for Expenses. The Corporation shall indemnify a
Director or Officer for all Expenses incurred (i) in the successful defense of
any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as a
non-Party witness in any Proceeding.

           (b) Indemnification for Liability and Expenses. The Corporation shall
indemnify a Director or Officer for all Liability and Expenses with respect to
any Claim against such person in a Proceeding to which such person was a Party
because he or she is or was a Director or Officer, unless such Liability and
Expenses were incurred because the Director or Officer is determined to have
engaged in conduct constituting a Breach of Duty.

           (c) Indemnification Exclusion for Collateral Sources. Notwithstanding
the foregoing provision of this Article XI, section 3, indemnification shall not
be required for any Liability or Expenses

                                       11



to the extent the same have been paid or are covered under any collectible
insurance policy or are otherwise paid or reimbursed by any third party under a
legal or contractual obligation to do so.

           (d) Reliance on Applicable Corporation Law or Bylaw. Without
intending to limit the generality of the indemnification rights provided under
subsections 3(a) and (b) above, the Corporation shall indemnify a Director or
Officer for all Liability and Expenses with respect to any Claim against such
person in a Proceeding which is based, in whole or in part, on such person's
reliance on the validity of any provision of the Applicable Corporation Law or
these Bylaws, even though it is thereafter determined that such provision was
invalid or otherwise could not have justifiably been relied upon.

     Section 4. Procedural Requirements for Determination That Indemnification
is Proper.

           (a) Written Request for Indemnification. A Director or Officer who
seeks indemnification shall make a written request therefor to the Corporation,
selecting a means for determining his or her right to indemnification as
provided under subsection 4(b) hereof.

           (b) Determination of Indemnification. Within 60 days of receipt by
the Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:

               (i)   by majority vote of a Disinterested Majority if so
designated by the Director or Officer seeking indemnification, if a
Disinterested Majority exists unless the Disinterested Majority elects to obtain
a legal opinion under (ii) below [in which event the Director or Officer shall
then have the option to have such determination made under (iii), (iv) or (v)
below]; or

               (ii)  by written opinion of independent legal counsel if, (xx) so
designated by the Director or Officer if a Disinterested Majority does not
exist, or (yy) a Disinterested Majority does exist and it elects to have the
determination made by such independent legal counsel and the Director or Officer
does not elect to then have the determination made as otherwise provided
hereunder. Such legal counsel shall be mutually selected by the Director or
Officer and by a Disinterested Majority or, if a Disinterested Majority cannot
be obtained, then by a majority vote of the Board of Directors, including
directors who are parties to the same or related Proceedings;

               (iii) by the stockholders if so designated by the Director or
Officer seeking indemnification;

               (iv)  by a panel of three arbitrators if so designated by the
Director or Officer, which shall be selected from the panel or arbitrators of
the American Arbitration Association in the place where Corporation maintains
its primary place of business; provided, that (xx) one arbitrator shall be
selected by such Director or Officer, the second arbitrator shall be selected y
a Disinterested Majority or, if by a Disinterested Majority cannot be obtained,
then by a majority vote of the Board of Directors, including Directors who are
Parties to the same or related Proceedings, and the third arbitrator shall be
selected by the two previously selected arbitrators, and (yy) in all other
respects, such panel shall be governed by the American Arbitration Association's
then existing Commercial Arbitration Rules, except the fees of all arbitrators
shall be shared equally by the Corporation and the Director or Officer; or

               (v)   by a court if so designated by the Director or Officer,
pursuant to and in accordance with the Applicable Corporation Law; or

                                       12



                (vi) as otherwise provided under the Applicable Corporation Law.

            The results and basis of the determination made hereunder shall be
submitted in writing to the Corporation and the Director or Officer (the
"Indemnity Decision").

            (c) No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.

            (d) Payment of Liabilities and Expenses; Waiver of Claims.

                (1) If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Article XI, section 5), within 10 days of receipt of the
Indemnity Decision, provided, that if it is determined that a Director or
Officer is entitled to indemnification against Liabilities and Expenses incurred
in connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:

            If the Director or Officer sustains Liability for equal dollar
            amounts to a given party or person under two or more Claims arising
            from the same general conduct, transaction or series of events (even
            though divisible for purposes of establishing Liability), one of
            which would require indemnification and the other of which would
            not, it shall be conclusively presumed that the Liability and all
            Expenses related thereto were sustained and incurred solely with
            respect to the Claim for which indemnification is required; and if
            the Director or Officer sustains Liability and Expenses for
            different dollar amounts to a given party or person under two or
            more Claims arising from the same general conduct, transaction or
            series of events (even though divisible for purposes of establishing
            Liability), one of which would require indemnification and the other
            of which would not, it shall be conclusively presumed that the
            Liability for which indemnification is required is the sole
            Liability up to the dollar amount thereof (the "covered Liability")
            and the Liability for which indemnification is not required (the
            "Non-Covered Liability") is reduced by the amount of the Covered
            Liability (resulting in a "Net Non-Covered Liability") and the
            Expenses shall be apportioned on the basis of the respective amounts
            of the Covered Liability and the Net Non-Covered Liability such that
            the Director or Officer shall be entitled to indemnification for the
            Covered Liability and the apportioned Expenses attributable to such
            Covered Liability. The foregoing shall apply regardless of whether
            the Claim for the Non-Covered Liability and the resulting Expenses
            in defense thereof occurs prior to or following assertion of the
            Claim for the Covered Liability and regardless of the actual time,
            effort and Expenses involved in defense of the respective Claims.

                (2) The Corporation waives all right and claims against each
Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

                                       13



            (e) Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.

      Section 5. Advancement of Expenses.

            (a) Procedure. Upon written request by a Director or Officer who is
a non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in conduct constituting a Breach of Duty;
(ii) an executed written undertaking by the Director or Officer to repay any
advances made under this Section if it is ultimately determined that the
Director or Officer is not entitled to be indemnified by the Corporation; and
(iii) written evidence of the Expenses incurred.

            (b) Ability to Repay; Undertaking to be Unsecured. The undertaking
provided in this Section shall be accepted by the Corporation without reference
to the Directors' or Officers' ability to repay the allowance. The undertaking
shall be unsecured and the Director or Officer shall not be required to pay
interest on such amounts prior to a final determination that repayment is
required.

      Section 6. Right of Director or Officer to Bring Suit. If an Indemnity
Decision is not issued within the time specified or such Indemnity Decision
finds that the Director or Officer is not entitled to indemnification or the
Corporation fails to make prompt payment pursuant to an Indemnity Decision, or a
request for an advancement of Expenses under Article XI, section 5 is refused,
the Director or Officer may at any time thereafter bring suit against the
Corporation to recover the unpaid Liability and/or Expense. If successful in
whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement or Expenses pursuant to the terms of an undertaking, the
Director or Officer shall be entitled to recover the expense of successfully
prosecuting or defending such suit. If the Director or Officer engaged in
conduct constituting a Breach of Duty, such fact: (i) shall be a defense to any
claim for indemnification against the Corporation (except for advancement of
Expenses prior to completion of a Proceeding); and (ii) shall entitle the
Corporation to recover all Expenses advanced prior to completion of the
Proceeding pursuant to the terms of the undertaking once such fact has been
established or admitted by the Director or Officer.

      An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

      Section 7. Permissible Considerations. A Director or Officer, in the
discharge of his or her duties to the Corporation and in making any decision or
performing any other act in such capacity, is not limited to considering only
the economic interests of shareholders in determining what is best for the
Corporation, but may also consider the following: (a) the effects of the action
on employees, suppliers and customers of the Corporation; (b) effects on the
community in which the Corporation operates; and (c) any other factors the
Director or Officer considers pertinent.

                                       14



      Section 8. Reliance by Directors or Officers. A Director or Officer
(absent actual knowledge to the contrary) may rely in the discharge of his or
her duties to the Corporation on information, opinions, reports or statements
(any of which may be written or oral, formal or informal, including financial
statements) and other financial data if prepared or presented by any of the
following: (a) an Officer or employee of the Corporation whom the Director or
Officer believes in good faith is reliable and competent as to the matters
presented or as to which the Director or Officer has no compelling reason to
believe is not reliable or competent; (b) legal counsel, public accountants or
other persons as to matters the Director or Officer believes in good faith are
within the person's professional or expert competence; and (c) information
presented to the Board of Directors by any person, officer, employee or
committee of the Board where it is believed in good faith the report merits
confidence or where the Director or Officer has no compelling reason to believe
it does not merit confidence.

      Section 9. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer against any
Liability asserted against or incurred by the individual in any such capacity or
arising out of his status as such, regardless of whether the Corporation is
required or authorized to indemnify such person for Liability or Expenses under
this Article.

      Section 10. Severability and Intent. If any provision of this Article
shall be deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.

      Section 11. Notice to the Corporation. A Director or Officer shall
promptly notify the Corporation in writing when he or she has actual knowledge
of a Proceeding which may result in a claim of indemnification against
Liabilities or allowance of Expenses hereunder, but the failure to do so shall
not relieve the Corporation of any liability to the Director or Officer
hereunder unless the Corporation shall have been irreparably prejudiced by such
failure.

      Section 12. Indemnification and Allowance of Expenses of Certain Others.

            (a) Employee of Authorized Agent. The Board of Directors may, in its
sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.

            (b) Indemnity Agreements. The Board of Directors, by majority vote
or consent, may authorize the Corporation to enter written indemnity agreements
with: (i) any Director or Officer of the Corporation, which may further expand
the indemnification rights provided under these Bylaws or the Applicable
Corporation Law; and (ii) any employee or agent of the Corporation, which may
extend to such person the same, greater or lesser rights of indemnification and
reliance as those afforded to Directors and Officers under this Article.

      Section 13. Amendment. This Article may only be altered, amended or
repealed by a vote of not less than two-thirds of the Corporation's outstanding
Class A common stock entitled to vote; provided,

                                       15



however, that the Board of Directors may alter or amend this Article without
such stockholder approval if any such alteration or amendment is (a) made in
order to conform to any amendment or revision of the Applicable Corporation Law,
which (i) expands or permits the expansion of a Director's or Officer's right to
indemnification thereunder; (ii) limits or eliminates, or permits the limitation
or elimination of, the liability of a Director or Officer; or (iii) is otherwise
beneficial to the Directors and Officers or (b) an alteration or amendment which
is otherwise deemed by the Board of Directors to be an immaterial modification.
No amendment of this Article shall terminate, reduce or impair a Director's or
Officer's rights to indemnification for any act, occurrence or event taking
place prior to the effective date of such amendment and delivery of notice
thereof to such Director or Officer, regardless of when any Claim relating
thereto is actually asserted.

      Section 14. Nonexclusivity of Article XI. The rights of a Director or
Officer (or any other person) granted under this Article shall not be deemed
exclusive of any other rights to indemnification against Liabilities or
allowance of Expenses which the Director or Officer (or such other person) may
be entitled to under any written agreement, Board of Directors resolution, vote
of shareholders of the Corporation or under the Applicable Corporation Law or
otherwise. Nothing contained in this Article shall be deemed to limit the
Corporation's obligations to indemnify against Liabilities or allow expenses to
a Director or Officer under the Applicable Corporation Law.

                                       16

EX-3.5

                                                                     EXHIBIT 3.5

              HOLT PUBLIC STORAGE, INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)


Article 1.        The name of the corporation is:  Holt Public Storage, Inc.

Article 2.        The period of existence shall be:  Perpetual.

Article 3.        The purposes shall be to engage in any lawful activities
                  authorized by Chapter 180 of the Wisconsin Statutes.

Article 4.        The number of shares which it shall have authority to issue,
                  itemized by classes, par value of shares, shares without par
                  value, and series, if any, with a class, is:



                                Series                           Par value per share or statement that
                     Class     (If any)     Number of shares         shares are without par value
                     -----     --------     ----------------         ----------------------------
                                                        
                     Common                       2800                       no par value


Article 5.        The preferences, limitation, designation, and relative rights
                  of each class or series of stock are:  None.

Article 6.        The registered office address is 23000 Roundy Drive, Pewaukee,
                  WI 53072.

Article 7.        Name of registered agent at such address is: Edward G. Kitz.

Article 8.        The number of directors constituting the board of directors
                  shall be fixed by by-law.

Article 9.        The names of the initial directors are:  Ricky L. Brown,
                  Monica L. Consonery, Robert G. Turcott.

Article 10.       Indemnification Of Directors, Officers And Representatives:

                  Each director, each officer and each other person who may have
                  acted as a representative of the company at its request, and
                  his heirs, executors and administrators, shall be indemnified
                  by the company against any costs and expenses, including
                  counsel fees, reasonably incurred in connection with any
                  civil, criminal, administrative or other claim, action, suit
                  or proceeding in which he or they may become involved or with
                  which he or they may be threatened, by reason of his being or
                  having been a director or officer of the company or by reason
                  of his serving or having served any corporation, trust,
                  committee, firm or other organization as director, officer,
                  employee, trustee, member or otherwise at the request of the
                  company, and against any payments in settlement of any such
                  claim, action, suit or proceeding or in satisfaction of any
                  related judgment, fine or



               penalty, except costs, expenses or payments in relation to any
               matter as to which he shall be finally adjudged derelict in the
               performance of his duties to the company, or in relation to any
               matter as to which there has been no adjudication with respect to
               his performance of his duties to the company unless the company
               shall receive an opinion from independent counsel that the
               director, officer or representative has not so been derelict. In
               the case of criminal action, suit or proceeding, a conviction of
               judgment (whether after trial or based on a plea of guilty or
               nolo contendere or its equivalent) shall not be deemed an
               adjudication that the director, officer or representative was
               derelict in the performance of his duties to the company if he
               acted in good faith in what he considered to be the best
               interests of the company and with no reasonable cause to believe
               the action was illegal. The foregoing right of indemnification
               shall not be exclusive of other rights to which directors,
               officers and others may be entitled as a matter of law or
               otherwise.

Article 11.    These articles may be amended in the manner authorized by law at
               the time of amendment.

Article 12.    The name and address of incorporator (or incorporators) are:
               Robert G. Turcott, 23000 Roundy Drive, Pewaukee, WI 53072.

                                       2

EX-3.6

                                                                     EXHIBIT 3.6

                           AMENDED & RESTATED BY-LAWS

                                       OF

                            HOLT PUBLIC STORAGE, INC.

                                  INTRODUCTION-

                               VARIABLE REFERENCES

         0.01. Date of annual shareholders' meeting (See Section 2.01):

    9:00 a.m.      First        Tuesday         June                  1989
      (Hour)      (Week)         (Day)         (Month)             (First year)

*

         0.02. Required notice of shareholders' meeting (See Section 2.04): not
         less than 10 days.

*

         0.03. Authorized number of directors (See Section 3.01):  two (2)

*

         0.04. Required notice of directors' meetings (See Section 3.05)

                 (a) not less than 72 hours if by mail, and

*

                 (b) not less than 24 hours if by telegram or personal delivery.

*

         0.05. Authorized number of Vice-Presidents (See Section 4.01):  Up to
         two (2)

*

         * These spaces are reserved for official notation of future amendments
           to these sections.

                                       1



                               ARTICLE I. OFFICES

         1.01. Principal and Business Offices. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

         1.02. Registered Office. The registered office of the corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the corporation shall be identical to such
registered office.

                            ARTICLE II. SHAREHOLDERS

         2.01. Annual Meeting. The annual meeting of the shareholders shall be
held at the date and hour in each year set forth in Section 0.01, or at such
other time and date within thirty days before or after said date as may be fixed
by or under the authority of the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Wisconsin, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated
herein, or fixed as herein provided, for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
conveniently may be.

         2.02. Special Meeting. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or the Board of Directors or by the person designated in the
written request of the holders of not less than one-tenth of all shares of the
corporation entitled to vote at the meeting.

         2.03. Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Wisconsin, as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Wisconsin, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
business office of the corporation in the State of Wisconsin or such other
suitable place in the county of such principal office as may be designated by
the person calling such meeting, but any meeting may be adjourned to reconvene
at any place designated by vote of a majority of the shares represented thereat.

         2.04. Notice of Meeting. Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than the number of days
set forth in Section 0.02 (unless a longer period is required by law or the
articles of incorporation) nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or other officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock record
books of the corporation, with postage thereon prepaid.

                                        2



         2.05. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not dosed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the close of business on the date on which notice of the
meeting is mailed or on the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall be applied to any adjournment
thereof except where the determination has been made through the dosing of the
stock transfer books and the stated period of closing has expired.

         2.06. Voting Records. The officer or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete record of the shareholders entitled to vote at
such meeting, or any adjournment thereof, with the address of and the number of
shares held by each. Such record shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such record or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.

         2.07. Quorum. Except as otherwise provided in the articles of
incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum
is present, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
shareholders unless the vote of a greater number or voting by classes is
required by law or the articles of incorporation. Though less than a quorum of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

         2.08. Conduct of Meetings. The President, and in his absence, a
Vice-President in the order provided under Section 4.06, and in their absence,
any person chosen by the shareholders present shall call the meeting of the
shareholders to order and shall act as chairman of the meeting, and the
Secretary of the corporation shall act as secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.

                                        3



         2.09. Proxies. At all meetings of shareholders, a shareholder entitled
to vote may vote in person or by proxy appointed in writing by the shareholder
or by his duly authorized attorney in fact. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. Unless
otherwise provided in the proxy, a proxy may be revoked at any time before it is
voted, either by written notice filed with the Secretary or the acting secretary
of the meeting or by oral notice given by the shareholder to the presiding
officer during the meeting. The presence of a shareholder who has filed his
proxy shall not of itself constitute a revocation. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy. The Board of Directors shall have the power and authority to make rules
establishing presumptions as to the validity and sufficiency of proxies.

         2.10. Voting of Shares. Each outstanding share shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any class or classes are
enlarged, limited or denied by the articles of incorporation.

         2.11. Voting of Shares by Certain Holders.

                 (a) Other Corporations. Shares standing in the name of another
         corporation may be voted either in person or by proxy, by the president
         of such corporation or any other officer appointed by such president. A
         proxy executed by any principal officer of such other corporation or
         assistant thereto shall be conclusive evidence of the signer's
         authority-to act, in the absence of express notice to this corporation,
         given in writing to the Secretary of this corporation, of the
         designation of some other person by the board of directors or the
         by-laws of such other corporation.

                 (b) Legal Representatives and Fiduciaries. Shares held by an
         administrator, executor, guardian, conservator, trustee in bankruptcy,
         receiver, or assignee for creditors may be voted by him, either in
         person or by proxy, without a transfer of such shares into his name,
         provided that there is filed with the Secretary before or at the time
         of meeting proper evidence of his incumbency and the number of shares
         held. Shares standing in the name of a fiduciary may be voted by him,
         either in person or by proxy. A proxy executed by a fiduciary, shall be
         conclusive evidence of the signer's authority to act, in the absence of
         express notice to this corporation, given in writing to the Secretary
         of this corporation, that such manner of voting is expressly prohibited
         or otherwise directed by the document creating the fiduciary
         relationship.

                 (c) Pledges. A shareholder whose shares are pledged shall be
         entitled to vote such shares until the shares have been transferred
         into the name of the pledgee, and thereafter the pledgee shall be
         entitled to vote the shares so transferred.

                 (d) Treasury Stock and Subsidiaries. Neither treasury shares,
         nor shares held by another corporation if a majority of the shares
         entitled to vote for the election of directors of such other
         corporation is held by this corporation, shall be voted at any meeting
         or counted in determining the total number of outstanding shares
         entitled to vote, but shares of its own issue held by this corporation
         in a fiduciary capacity, or held by such other corporation in a
         fiduciary capacity, may be voted and shall be counted in determining
         the total number of outstanding shares entitled to vote.

                                        4



                  (e) Minors. Shares held by a minor may be voted by such minor
         in person or by proxy and no such vote shall be subject to
         disaffirmance or avoidance, unless prior to such vote the Secretary of
         the corporation has received written notice or has actual knowledge
         that such shareholder is a minor.

                  (f) Incompetents and Spendthrifts. Shares held by an
         incompetent or spendthrift may be voted by such incompetent or
         spendthrift in person or by proxy and no such vote shall be subject to
         disaffirmance or avoidance, unless prior to such vote the Secretary of
         the corporation has actual knowledge that such shareholder has been
         adjudicated an incompetent or spendthrift or actual knowledge of filing
         of judicial proceedings for appointment of a guardian.

                  (g) Joint Tenants. Shares registered in the names of two or
         more individuals who are named in the registration as joint tenants may
         be voted in person or by proxy signed by any one or more of such
         individuals if either (i) no other such individual or his legal
         representative is present and claims the right to participate in the
         voting of such shares or prior to the vote files with the Secretary of
         the corporation a contrary written voting authorization or direction or
         written denial of authority of the individual present or signing the
         proxy proposed to be voted or (ii) all such other individuals are
         deceased and the Secretary of the corporation has no actual knowledge
         that the survivor has been adjudicated not to be the successor to the
         interests of those deceased.

         2.12. Waiver of Notice by Shareholders. Whenever any notice whatever is
required to be given to any shareholder of the corporation under the articles of
incorporation or by-laws or any provision of law, a waiver thereof in writing,
signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice; provided that such waiver in respect to any matter of which notice
is required under any provision of the Wisconsin Business Corporation Law, shall
contain the same information as would have been required to be included in such
notice, except the time and place of meeting.

         2.13. Unanimous Consent without Meeting. Any action required or
permitted by the articles of incorporation or by-laws or any provision of law to
be taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

                         ARTICLE III. BOARD OF DIRECTORS

         3.01. General Powers and Number.  The business and affairs of the
corporation shall be managed by its Board of Directors. The number of directors
of the corporation shall be as provided in Section 0.03.

         3.02. Tenure and Qualifications. Each director shall hold office until
the next annual meeting of shareholders and until his successor shall have been
elected, or until his prior death, resignation or removal. A director may be
removed from office by affirmative vote of a majority of the outstanding shares
entitled to vote for the election of such director, taken at a meeting of
shareholders called for that purpose. A director may resign at any time by
filing his written resignation with the Secretary of

                                        5



the corporation. Directors need not be residents of the State of Wisconsin or
shareholders of the corporation.

         3.03. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after the annual
meeting of shareholders, and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at such
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the State of Wisconsin, for the holding
of additional regular meetings without other notice than such resolution.

         3.04 Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President, Secretary or any two directors.
The President or Secretary calling any special meeting of the Board of Directors
may fix any place, either within or without the State of Wisconsin, as the place
for holding any special meeting of the Board of Directors called by them, and if
no other place is fixed the place of meeting shall be the principal business
office of the corporation in the State of Wisconsin.

         3.05. Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given by
written notice delivered personally or mailed or given by telegram to each
director at his business address or at such other address as such director shall
have designated in writing filed with the Secretary, in each case not less than
that number of hours prior thereto as set forth in Section 0.04. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Whenever any notice whatever is required to be given to any
director of the corporation under the articles of incorporation or by-laws or
any provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the director entitled to such notice,
shall be deemed equivalent to the giving of such notice. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

         3.06. Quorum. Except as otherwise provided by law or by the articles of
incorporation or these by-laws, a majority of the number of directors as
provided in Section 0.03 shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but a majority of the
directors present (though less than such quorum) may adjourn the meeting from
time to time without further notice

         3.07. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by law or by the
articles of incorporation of these by-laws.

         3.08. Conduct of Meetings. The President, and in his absence, a
Vice-President in the order provided under Section 4.06, and in their absence,
any director chosen by the directors present, shall call meetings of the Board
of Directors to order and shall act as chairman of the meeting. The

                                        6



Secretary of the corporation shall act as secretary of all meetings of the Board
of Directors, but in the absence of the Secretary, the presiding officer may
appoint any Assistant Secretary or any director or other person present to act
as secretary of the meeting.

         3.09. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the directors then in office, though less than a quorum of the Board
of Directors; provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the shareholders shall have the right to
fill such vacancy at the same meeting or any adjournment thereof.

         3.10  Compensation. The Board of Directors, by affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits or payments, to directors, officers and employees
and to their estates, families, dependents or beneficiaries on account of prior
services rendered by such directors, officers and employees to the corporation.

         3.11. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors or a committee thereof of which
he is a member at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the Secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.

         3.12. Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the number of directors as provided in Section
0.03 may designate one or more committees, each committee to consist of three or
more directors elected by the Board of Directors, which to the extent provided
in said resolution as initially adopted, and as thereafter supplemented or
amended by further resolution adopted by a like vote, shall have and may
exercise, when the Board of Directors is not in session, the powers of the Board
of Directors in the management of the business and affairs of the corporation,
except action in respect to dividends to shareholders, election of the principal
officers or the filling of vacancies in the Board of Directors or committees
created pursuant to this section. The Board of Directors may elect one or more
of its members as alternate members of any such committee who may take the place
of any absent member or members at any meeting of such committee, upon request
by the President or upon request by the chairman of such meeting. Each such
committee shall fix its own rules governing the conduct of its activities and
shall make such reports to the Board of Directors of its activities as the Board
of Directors may request.

         3.13. Unanimous Consent without Meeting. Any action required or
permitted by the articles of incorporation or by-laws or any provision of law to
be taken by the Board of Directors at a meeting or by resolution may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors then in office.

                                        7



                              ARTICLE IV. OFFICERS

         4.01. Number. The principal officers of the corporation shall be a
President, the number of Vice-Presidents as provided in Section 0.05, a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. Any two or more offices
may be held by the same person, except the offices of President and Secretary
and the offices of President and Vice President.

         4.02. Election and Term of Office. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected or until his prior death, resignation or removal.

         4.03. Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.

         4.04. Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

         4.05. President. The President shall be the principal executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors. He shall have authority, subject to such rules as
may be prescribed by the Board of Directors, to appoint such agents and
employees of the corporation as he shall deem necessary, to prescribe their
powers, duties and compensation, and to delegate authority to them. Such agents
and employees shall hold office at the discretion of the President. He shall
have authority to sign, execute and acknowledge, on behalf of the corporation,
all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and
all other documents or instruments necessary or proper to be executed in the
course of the corporation's regular business, or which shall be authorized by
resolution of the Board of Directors; and, except as otherwise provided by law
or the Board of Directors, he may authorize any Vice-President or other officer
or agent of the corporation to sign, execute and acknowledge such documents or
instruments in his place and stead. In general he shall perform all duties
incident to the office of President and such other duties as may be prescribed
by the Board of Directors from time to time.

         4.06. The Vice-Presidents. In the absence of the President or in the
event of his death, inability or refusal to act, or in the event for any reason
it shall be impracticable for the President to act personally, the
Vice-President (or in the event there be more than one Vice-President, the
Vice-Presidents in the order designated by the Board of Directors, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. Any

                                        8



Vice-President may sign, with the Secretary or Assistant Secretary, certificates
for shares of the corporation; and shall perform such other duties and have such
authority as from time to time may be delegated or assigned to him by the
President or by the Board of Directors. The execution of any instrument of the
corporation by any Vice-President shall be conclusive evidence, as to third
parties, of his authority to act in the stead of the President.

         4.07. The Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep or arrange for
the keeping of a register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (e) sign with the
President, or a Vice-President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform -all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to him by the President or by the Board of
Directors.

         4.08. The Treasurer. The Treasury shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Section 5.04; and (c) in general perform all of the
duties incident to the office of Treasurer and have such other duties and
exercise such other authority as from time to time may be delegated or assigned
to him by the President or by the Board of Directors. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.

         4.09. Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice-President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.

         4.10. Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint any person to act as assistant to any officer;
or as agent for the corporation in his stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer or other
agent so appointed by the Board of Directors shall have the power to perform all
the duties of the office to which he is so appointed to be assistant, or as to
which he is so appointed to act, except as such power may be otherwise defined
or restricted by the Board of Directors.

                                        9



         4.11. Salaries. The salaries of the principal officers shall be fixed
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.

                       ARTICLE V. CONTRACTS, LOANS, CHECKS
                      AND DEPOSITS; SPECIAL CORPORATE ACTS

         5.01. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the President or one of the Vice-Presidents and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or
an Assistant Secretary, when necessary or required, shall affix the corporate
seal thereto; and when so executed no other party to such instrument or any
third parry shall be required to make any inquiry into the authority of the
signing officer or officers.

         5.02. Loans. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

         5.03. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.

         5.04. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

         5.05. Voting of Securities Owned by this Corporation. Subject always to
the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation if he be present, or in his
absence by any Vice-President of this corporation who may be present, and (b)
whenever, in the judgment of the President, or in his absence, of any
Vice-President, it is desirable for this corporation to execute a proxy or
written consent in respect to any shares or other securities issued by any other
corporation and owned by this corporation, such proxy or consent shall be
executed in the name of this corporation by the President or one of the
Vice-Presidents of this corporation, without necessity of any authorization by
the Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.

                                       10



             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

         6.01. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the President or
a Vice-President and by the Secretary or an Assistant Secretary. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except as provided in Section 6.06.

         6.02. Facsimile Signatures and Seal. The seal of the corporation on any
certificates for shares may be a facsimile. The signatures of the President or
Vice-President and the Secretary or Assistant Secretary upon a certificate may
be facsimiles if the certificate is manually signed on behalf of a transfer
agent, or a registrar, other than the corporation itself or an employee of the
corporation.

         6.03. Signature by Former Officers. In case any officer, who has signed
or whose facsimile signature has been placed upon any certificate for shares,
shall have ceased to be such officer before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer at
the date of its issue.

         6.04. Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and power of an
owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the corporation had no duty to inquire into adverse claims
or has discharged any such duty. The corporation may require reasonable
assurance that said endorsements are genuine and effective and compliance with
such other regulations as may be prescribed by or under the authority of the
Board of Directors.

         6.05. Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares. .

         6.06. Lost, Destroyed or Stolen Certificates. Where the owner claims
that his certificate for shares has been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (a) so requests
before the corporation has notice that such shares have been acquired by a bona
fide purchaser, and (b) files with the corporation a sufficient indemnity bond,
and (c) satisfies such other reasonable requirements as may be prescribed by or
under the authority of the Board of Directors.

         6.07. Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,

                                       11



tangible or intangible, or in labor or services actually performed for the
corporation. When payment of the consideration for which shares are to be issued
shall have been received by the corporation, such shares shall be deemed to be
fully paid and nonassessable by the corporation. No certificate shall be issued
for any share until such share is fully paid. .

        6.08. Stock Regulations. The Board of Directors shall have the power and
authority to make all such further rules and regulations not inconsistent with
the statutes of the State of Wisconsin as it may deem expedient concerning the
issue, transfer and registration of certificates representing shares of the
corporation.

                                ARTICLE VII. SEAL

        7.01. The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal."

                            ARTICLE VllI. AMENDMENTS

        8.01. By shareholders. These by-laws may be altered, amended or repealed
and new by-laws may be adopted by the shareholders by affirmative vote of not
less than a majority of the shares present or represented at any annual or
special meeting of the shareholders at which a quorum is in attendance.

        8.02. By Directors. These by-laws may also be altered, amended or
repealed and new by-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance; but no by-law adopted by the shareholders shall be
amended or repealed by the Board of Directors if the by-law so adopted so
provides.

        8.03. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
by-laws then in effect but is taken or authorized by affirmative vote of not
less than the number of shares or the number of directors required to amend the
by-laws so that the by-laws would be consistent with such action, shall be given
the same effect as though the by-laws had been temporarily amended or suspended
so far, but only so far, as is necessary to permit the specific action so taken
or authorized.

                       ARTICLE IX. OFFICERS AND DIRECTORS
             LIABILITY AND INDEMNITY; TRANSACTIONS WITH CORPORATION

         9.01.    Definitions Applicable to Article IX.

                  (a) "Applicable Corporate Law" shall mean those statutes
comprising the general corporation law of the jurisdiction in which the
Corporation is incorporated, as amended from time to time.

                  (b) "Breach of Duty" shall mean conduct of a Director or
Officer constituting any one or more of the following:

                                       12



               (1) A willful failure to deal fairly with the Corporation or its
stockholders in connection with a matter in which the Director or Officer has a
material conflict of interest.

               (2) A violation of criminal law, unless the Director or Officer
had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

               (3) A transaction from which the Director or Officer derived an
improper personal profit.

               (4) Willful misconduct.

               (5) With respect to any matter or decision being considered by
the Board of Directors or any other officer, such Director or Officer
intentionally or recklessly;

                   (i)   makes any untrue statement or disclosure to the Board
or other Officer of known material information; or

                   (ii)  omits to state or otherwise disclose to the Board or
other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or

                   (iii) omits to state or otherwise disclose to the Board or
other Officer known material information which is (or reasonably should be)
known to the Director or Officer to be relevant to the matter or decision under
consideration, regardless of whether or not such information is specifically
requested by the Board or other Officer.

           (c) "Claim" means any threatened or asserted claim or cause of action
involving actual or potential liability of a Director or Officer arising from
any act or omission of such person alleged or determined to have been negligent,
grossly negligent or intentionally tortious or to have violated any state or
federal securities laws (including any rule or regulation thereunder) or the
Employee Retirement Income Security Act of 1974 or any other foreign, federal,
state or local law, rule or regulation which is asserted or brought by or in the
right of the Corporation or by any governmental authority or any other person or
entity.

           (d) "Director or Officer" means any of the following:

               (1) A natural person who is or was: (i) a director (elected or
appointed by the stockholders or Board of Directors); or (ii) an officer
(elected or appointed by the Board of Directors) of the Corporation; or (iii) a
Trustee.

               (2) A natural person who, while such a director or officer of the
Corporation, is or was serving either pursuant to the Corporation's specific
request or as a result of the nature of such person's duties to the Corporation
as a director, officer, partner, trustee, member of any governing or decision
making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.

                                       13



               (3) A natural person who, while such a director or officer of the
Corporation, is or was serving an employee benefit plan because his or her
duties to the Corporation also impose duties on, or otherwise involve services
by, the person to the plan or to participants in or beneficiaries of the plan.

               (4) Unless the context requires otherwise, the estate or personal
representative of any such director, officer or Trustee.

           This term is not intended to include any person who holds a position
of title of Vice President or other apparent office without formal election or
appointment by the Board of Directors.

           (e) "Disinterested Majority" shall mean a majority of the Board of
Directors of the Corporation who are not Parties to the subject Proceeding or
any related Proceeding.

           (f) "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

           (g) "Liability" includes the obligation to pay any sums or perform
any acts pursuant to a settlement, penalty, assessment, forfeiture, fine, or
judgment, including (without limitation) any excise tax assessed with respect to
any employee benefit plan, punitive damages, costs, and expenses.

           (h) "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

           (i) "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit, arbitration or other
proceeding of any kind, whether formal or informal, in which a Claim is or may
be asserted against a Director or Officer or in which the Director or Officer is
a witness.

     9.02  Director and Officer Liability Limitations.

           (a) No Director or Officer shall be liable to the Corporation, its
shareholders or any person asserting rights on behalf of the Corporation or its
shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or other tortious or otherwise culpable conduct, unless
the person asserting liability proves that the breach or failure to perform
constitutes a Breach of Duty or conduct for which the Director is liable under
Section 180.0828 of the Wisconsin Business Corporation Law. In addition to and
not in limitation of the foregoing, no Director or Officer shall have any
liability for acts or omissions constituting business judgment within the
business judgment rule.

           (b) The provisions of this Section 9.02 shall not be exclusive of any
other defenses such a Director or Officer may have with respect to any Claim
asserting a Liability.

                                       14



           (c) The Board of Directors (by majority vote or consent) may grant
similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.

     9.03  Mandatory Indemnification.

           (a) Indemnification for Expenses. The Corporation shall indemnify a
Director or Officer for all Expenses incurred (i) in the successful defense of
any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as a
non-Party witness in any Proceeding.

           (b) Indemnification for Liability and Expenses. The Corporation shall
indemnify a Director or Officer for all Liability and Expenses with respect to
any Claim against such person in a Proceeding to which such person was a Party
because he or she is or was a Director or Officer, unless such Liability and
Expenses were incurred because the Director or Officer is determined to have
engaged in conduct constituting a Breach of Duty.

           (c) Indemnification Exclusion for Collateral Sources. Notwithstanding
the foregoing provision of this Section 9.03, indemnification shall not be
required for any Liability or Expenses to the extent the same have been paid or
are covered under any collectible insurance policy or are otherwise paid or
reimbursed by any third party under a legal or contractual obligation to do so.

           (d) Reliance on Applicable Corporation Law or Bylaw. Without
intending to limit the generality of the indemnification rights provided under
subsections 9.03(a) and (b) above, the Corporation shall indemnify a Director or
Officer for all Liability and Expenses with respect to any Claim against such
person in a Proceeding which is based, in whole or in part, on such person's
reliance on the validity of any provision of the Applicable Corporation Law or
these Bylaws, even though it is thereafter determined that such provision was
invalid or otherwise could not have justifiably been relied upon.

     9.04  Procedural Requirements for Determination That Indemnification is
Proper.

           (a) Written Request for Indemnification. A Director or Officer who
seeks indemnification shall make a written request therefor to the Corporation,
selecting a means for determining his or her right to indemnification as
provided under subsection 9.04(b) hereof.

           (b) Determination of Indemnification. Within 60 days of receipt by
the Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:

               (i) by majority vote of a Disinterested Majority if so designated
by the Director or Officer seeking indemnification. If a Disinterested Majority
cannot be obtained, the Director or Officer may designate that such
determination be made by a majority vote of a committee duly appointed by the
Board of Directors and consisting solely of two or more directors not at the
time Parties to the same or related Proceedings. Directors who are Parties to
the same or related Proceedings may participate in the designation of members of
the committee;

                                       15



               (ii)  by independent legal counsel if so designated by the
Director or Officer; provided that such counsel shall be mutually selected by
such Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;

               (iii) by a panel of three arbitrators if so designated by the
Director or Officer, which shall be selected from the panel of arbitrators of
the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or

               (iv)  by a court if so designated by the Director or Officer,
pursuant to and in accordance with the Applicable Corporation Law.

           The results and basis of the determination made hereunder shall be
submitted in writing to the Corporation and the Director or Officer (the
"Indemnity Decision").

           (c) No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.

           (d) Payment of Liabilities and Expenses; Waiver of Claims.

               (1) If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 9.05), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director or Officer is
entitled to indemnification against Liabilities and Expenses incurred in
connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:

           If the Director or Officer sustains Liability for equal dollar
           amounts to a given party or person under two or more Claims arising
           from the same general conduct, transaction or series of events (even
           though divisible for purposes of establishing Liability), one of
           which would require indemnification and the other of which would not,
           it shall be conclusively presumed that the Liability and all Expenses
           related thereto were sustained and incurred solely with respect to
           the Claim for which indemnification is required; and if the Director
           or Officer sustains Liability and Expenses for different dollar
           amounts to a given party or person under two or more Claims arising
           from the same general conduct, transaction or series of events (even

                                       16



           though divisible for purposes of establishing Liability), one of
           which would require indemnification and the other of which would not,
           it shall be conclusively presumed that the Liability for which
           indemnification is required is the sole Liability up to the dollar
           amount thereof (the "covered Liability") and the Liability for which
           indemnification is not required (the "Non-Covered Liability") is
           reduced by the amount of the Covered Liability (resulting in a "Net
           Non-Covered Liability") and the Expenses shall be apportioned on the
           basis of the respective amounts of the Covered Liability and the Net
           Non-Covered Liability such that the Director or Officer shall be
           entitled to indemnification for the Covered Liability and the
           apportioned Expenses attributable to such Covered Liability. The
           foregoing shall apply regardless of whether the Claim for the
           Non-Covered Liability and the resulting Expenses in defense thereof
           occurs prior to or following assertion of the Claim for the Covered
           Liability and regardless of the actual time, effort and Expenses
           involved in defense of the respective Claims.

               (2) The Corporation waives all right and claims against each
Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

           (e) Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.

     9.05  Advancement of Expenses.

           (a) Procedure. Upon written request by a Director or Officer who is a
non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in conduct constituting a Breach of Duty;
(ii) an executed written undertaking by the Director or Officer to repay any
advances made under this Section if it is ultimately determined that the
Director or Officer is not entitled to be indemnified by the Corporation; and
(iii) written evidence of the Expenses incurred.

           (b) Ability to Repay; Undertaking to be Unsecured. The undertaking
provided in this Section shall be accepted by the Corporation without reference
to the Directors' or Officers' ability to repay the allowance. The undertaking
shall be unsecured and the Director or Officer shall not be required to pay
interest on such amounts prior to a final determination that repayment is
required.

     9.06  Right of Director or Officer to Bring Suit. If an Indemnity Decision
is not issued within the time specified or such Indemnity Decision finds that
the Director or Officer is not entitled to indemnification or the Corporation
fails to make prompt payment pursuant to an Indemnity Decision, or a request for
an advancement of Expenses under Section 9.05 is refused, the Director or
Officer may at any time thereafter bring suit against the Corporation to recover
the

                                       17



unpaid Liability and/or Expense. If successful in whole or in part in any such
suit, or in a suit brought by the Corporation to recover an advancement or
Expenses pursuant to the terms of an undertaking, the Director or Officer shall
be entitled to recover the expense of successfully prosecuting or defending such
suit. If the Director or Officer engaged in conduct constituting a Breach of
Duty, such fact: (i) shall be a defense to any claim for indemnification against
the Corporation (except for advancement of Expenses prior to completion of a
Proceeding); and (ii) shall entitle the Corporation to recover all Expenses
advanced prior to completion of the Proceeding pursuant to the terms of the
undertaking once such fact has been established or admitted by the Director or
Officer.

         An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

         9.07 Permissible Considerations. A Director or Officer, in the
discharge of his or her duties to the Corporation and in making any decision or
performing any other act in such capacity, is not limited to considering only
the economic interests of shareholders in determining what is best for the
Corporation, but may also consider the following: (a) the effects of the action
on employees, suppliers and customers of the Corporation; (b) effects on the
community in which the Corporation operates; and (c) any other factors the
Director or Officer considers pertinent.

         9.08 Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and competent as to the matters presented or as to which
the Director or Officer has no compelling reason to believe is not reliable or
competent; (b) legal counsel, public accountants or other persons as to matters
the Director or Officer believes in good faith are within the person's
professional or expert competence; and (c) information presented to the Board of
Directors by any person, officer, employee or committee of the Board where it is
believed in good faith the report merits confidence or where the Director or
Officer has no compelling reason to believe it does not merit confidence.

         9.09 Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer against any Liability
asserted against or incurred by the individual in any such capacity or arising
out of his status as such, regardless of whether the Corporation is required or
authorized to indemnify such person for Liability or Expenses under this
Article.

         9.10 Severability and Intent. If any provision of this Article shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall

                                       18



not be affected, but shall remain in full force and effect, and any such
provisions which are invalid or inoperative or which contravene public policy
shall be deemed, without further action, by or on behalf of the Corporation, to
be modified, amended and/or limited, but only to the extent necessary to render
the same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.

     9.11 Notice to the Corporation. A Director or Officer shall promptly notify
the Corporation in writing when he or she has actual knowledge of a Proceeding
which may result in a claim of indemnification against Liabilities or allowance
of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.

     9.12 Indemnification and Allowance of Expenses of Certain Others.

          (a) Employee of Authorized Agent. The Board of Directors may, in its
sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.

          (b) Indemnity Agreements. The Board of Directors, by majority vote or
consent, may authorize the Corporation to enter written indemnity agreements
with: (i) any Director or Officer of the Corporation, which may further expand
the indemnification rights provided under these Bylaws or the Applicable
Corporation Law; and (ii) any employee or agent of the Corporation, which may
extend to such person the same, greater or lesser rights of indemnification and
reliance as those afforded to Directors and Officers under this Article.

     9.13 Amendment. This Article may only be altered, amended or repealed by a
vote of not less than two-thirds of the Corporation's outstanding Class A common
stock entitled to vote; provided, however, that the Board of Directors may alter
or amend this Article without such stockholder approval if any such alteration
or amendment is (a) made in order to conform to any amendment or revision of the
Applicable Corporation Law, which (i) expands or permits the expansion of a
Director's or Officer's right to indemnification thereunder; (ii) limits or
eliminates, or permits the limitation or elimination of, the liability of a
Director or Officer; or (iii) is otherwise beneficial to the Directors and
Officers or (b) an alteration or amendment which is otherwise deemed by the
Board of Directors to be an immaterial modification. No amendment of this
Article shall terminate, reduce or impair a Director's or Officer's rights to
indemnification for any act, occurrence or event taking place prior to the
effective date of such amendment and delivery of notice thereof to such Director
or Officer, regardless of when any Claim relating thereto is actually asserted.

     9.14 Nonexclusivity of Article IX. The rights of a Director or Officer (or
any other person) granted under this Article shall not be deemed exclusive of
any other rights to indemnification against Liabilities or allowance of Expenses
which the Director or Officer (or such

                                       19



other person) may be entitled to under any written agreement, Board of Directors
resolution, vote of shareholders of the Corporation or under the Applicable
Corporation Law or otherwise. Nothing contained in this Article shall be deemed
to limit the Corporation's obligations to indemnify against Liabilities or allow
expenses to a Director or Officer under the Applicable Corporation Law.

     9.15 Transactions with the Corporation. The Board of Directors may from
time to time authorize transactions by Officers, Directors and employees with
the Corporation, and may authorize lending money and granting credit of the
Corporation to or for the use of such Officers, Directors and employees,
providing that the Directors who vote for or assent to the making of a loan to
an Officer or Director of the Corporation shall be jointly and severally liable
to the Corporation for the amount of such loan until full repayment thereof,
unless such Directors shall sustain the burden of proof that such loan was made
for a proper business purpose.

     Any contract or other transaction between the Corporation and one or more
of its Directors, or between the Corporation and any firm of which one or more
of its Directors are members or employees, or in which they are interested, or
between the Corporation and any corporation or association of which one or more
of its Directors are shareholders, members, directors, officers, or employees,
or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director(s) at the meeting of the Board of
Directors of the Corporation which acts upon, or in reference to, such contract
or transaction; and notwithstanding his or their participation in such action,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve or
ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted in calculating the majority
of such quorum necessary to carry such vote. This Section shall not be construed
to invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.

                                       20

EX-3.7

                                                                     EXHIBIT 3.7

               INSURANCE PLANNERS, INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

Article 1.   The name of the corporation shall be:  Insurance Planners, Inc.

Article 2.   The period of existence shall be:  Perpetual.

Article 3.   The purposes shall be:  to engage in any lawful activities
             authorized by Chapter 180 of the Wisconsin Statutes.

Article 4.   The number of shares which it shall have authority to issue,
             itemized by classes, par value of shares, shares without par value,
             and series, if any, within a class, is:



                  Series                           Par value per share or statement
   Class         (if any)    Number of Shares      that shares are without par value
   -----         --------    ----------------      ---------------------------------
                                          
  Common           None           1,000                       No Par Value


Article 5.   The preferences, limitations, designations, and relative rights of
             each class or series of stock are:  None.

Article 6.   Address of registered office is:  23000 Roundy Drive, Pewaukee,
             Wisconsin 53072.

Article 7.   Name of registered agent at such address is:  Edward G. Kitz.

Article 8.   The number of directors constituting the initial board of
             directors shall be three. Thereafter the number shall be fixed
             by by-law but shall not be less than three.

Article 9.   The name and address of incorporator (or incorporators) are:

                       NAME                             ADDRESS
                                                (number, street and city)

                G.B. Runnells                110 East Wisconsin Avenue, Milw.

Article 10.  Other Provisions:  None.

Article 11.  These articles may be amended in the manner authorized by law at
             the time of amendment.

EX-3.8

INSURANCE PLANNERS, INC. AMENDED & RESTATED BYLAWS                        Page 1
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                                                                     EXHIBIT 3.8

                                    ARTICLE I

                                     OFFICES

     The principal office of the corporation in the State of Wisconsin shall be
located in the City of Pewaukee, County of Waukesha. The corporation may have
such other offices, either within or without the State of Wisconsin, as the
Board of Directors may designate or as the business of the corporation may
require from time to time.

     The registered office of the corporation required by the Wisconsin Business
Corporation Law to be maintained in the State of Wisconsin may be, but need not
be, identical with the principal office in the State of Wisconsin, and the
address of the registered office may be changed from time to time by the Board
of Directors.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 1 - Annual Meeting.

     The annual meeting of the shareholders shall be held on the second Friday
in the month of April in each year beginning with the year 1970, at the hour of
1:00 o'clock P.M., for the purposes of electing directors and for the
transaction of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday in the `State of
Wisconsin, such meeting shall be held on the next succeeding business day. If
the election of directors shall not be held on the day designated herein for any
annual meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.

     Section 2 - Special Meetings.

     Special meetings of the shareholders, for any purpose or purposes, may be
called by the President or the Board of Directors, and shall be called by the
President at the request of the holders of not less than one-tenth of all the
outstanding shares of the corporation entitled to vote at the meeting.

     Section 3 - Place of Meeting.

     The Board of Directors may designate any place, either within or without
the State of Wisconsin, as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors. A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate any place,
either within or without the State of Wisconsin, as the place for the holding of
such meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the registered office of the corporation
in the State of Wisconsin, but any meeting may be adjourned to reconvene at any
place designated by vote of a majority of the shares represented thereat.

     Section 4 - Notice of Meeting.

     Written notice stating the place, day and hour of the meeting and, the
purpose or purposes for which the meeting is called,. shall be delivered not
less than ten nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the President, or the
Secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock record books of the
corporation, with postage thereon prepaid.



INSURANCE PLANNERS, INC. AMENDED & RESTATED BYLAWS                        Page 2
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     Section 5 - Closing of Transfer Books or Fixing of Record Date.

     For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the Board of Directors, of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, fifty days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In lieu of closing the
stock transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than fifty days and, in case of a meeting of shareholders, not less
than ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer book-s are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the close of business on the date on
which notice of the meeting is mailed or on the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall be applied
to any adjournment thereof except where the determination has been made through
the closing of the stock transfer books and the stated period of closing has
expired.

     Section 6 - Voting Lists.

     The officer or agent having charge of the stock transfer books for shares
of the corporation shall make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the registered office
of the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The original stock
transfer books shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any meeting of
shareholders. Failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.

     Section 7 - Quorum.

     A majority of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. Though less than a quorum of the outstanding shares are
represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 8 - Proxies.

     At all meetings of shareholders, a shareholder entitled to vote may vote by
proxy appointed in writing by the shareholder or by his duly authorized attorney
in fact. Such proxy shall be filed with the Secretary of the corporation before
or at the time of the meeting. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the proxy.

     Section 9 - Voting of Shares.

     Each outstanding share entitled to vote shall be entitled to one vote upon
each matter submitted to a vote at a meeting of shareholders.



INSURANCE PLANNERS, INC. AMENDED & RESTATED BYLAWS                        Page 3
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     Section 10 - Voting Company's Shares.

     Shares of the corporation belonging to it shall not be voted directly or
indirectly at any meeting and shall not be counted in determining the total
number of outstanding shares at any given time, but shares held by this
corporation in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.

     Section 11 - Shares in Other Corporation's Name.

     Shares standing in the name of another corporation may be voted either in
person or by proxy, by the president of such corporation or any other officer
appointed by such president. A proxy executed by any principal officer of such
other corporation or assistant thereto shall be conclusive evidence of the
signer's authority to act, in the absence of express notice to this corporation,
given in writing to the secretary of this corporation, of the designation of
some other person by the board of directors or the by-laws of such other
corporation.

     Section 12 - Informal Action by Shareholders.

     Any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 1 - General Powers.

     The business and affairs of the corporation shall be managed by its Board
of Directors.

     Section 2 - Number, Tenure and Qualifications.

     The number of directors of the corporation shall be three(3). Each director
shall hold office until the next annual meeting of shareholders and until his
successor shall have been elected and qualified. Directors need not be residents
of the State of Wisconsin or shareholders of the corporation.

     Section 3 - Regular Meetings.

     A regular meeting of the Board of Directors shall be held without other
notice than this by-law immediately after, and at the same place as, the annual
meeting of shareholders, and each adjourned session thereof. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Wisconsin, for the holding of additional regular meetings
without other notice than such resolution.

     Section 4 - Special Meetings.

     Special meetings of the Board of Directors may be called by or at the
request of the President, Secretary or any two directors. The person or persons
authorized to call special meetings of the Board of Directors may fix any place,
either within or without the State of Wisconsin, as the place for holding any
special meeting of the Board of Directors called by them.



INSURANCE PLANNERS, INC. AMENDED & RESTATED BYLAWS                        Page 4
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     Section 5 - Notice.

     Notice of any special meeting shall be given at least 4-8 hours previously
thereto by written notice delivered personally or mailed to each director at his
business address, or by telegram. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Whenever
any notice whatever is required to be given to any director of the corporation
under the provisions of these by-laws or under the provisions of the articles of
incorporation or under the provisions of any statute, a waiver thereof in
writing, signed at any time, whether before or after the time of meeting, by the
director entitled to such notice, shall be deemed equivalent to the giving of
such notice. The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting and objects
thereat to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the Board of Directors need by specified
in the notice or waiver of notice of such meeting.

     Section 6 - Quorum.

     A majority of the number of directors fixed by Section 2 of this Article
III shall constitute a quorum for the transaction of business at any meeting of
the Board of Directors, but though less than such quorum is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.

     Section 7 - Removal.

     Any director may be removed from office by the affirmative vote of a
majority of the shares outstanding entitled to vote for the election of such
director taken at a special meeting of shareholders called for that purpose.

     Section 8 - Vacancies.

     The Board of Directors may fill any vacancy in their board happening after
any regular annual election or any vacancy created by an increase in the
authorized number of directors until the next succeeding election, by the
affirmative vote of a majority of the directors then in office, although less
than a quorum.

     Section 9 - Compensation.

     The Board of Directors, by affirmative vote of a majority of the directors
then in office, and irrespective of any personal interest of any of its members
may establish reasonable compensation of all directors for services to the
corporation as directors, officers or otherwise, or may delegate such authority
to an appropriate committee.

     Section 10 - Presumption of Assent.

     A director of the corporation who is present at a meeting of the Board of
Directors or a committee thereof at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

     Section 11 - Committees.

     The Board of Directors by resolution adopted by the affirmative vote of a
majority of the number of directors fixed by Section 2 of this Article III may
designate one or more committees, each committee to consist of three or more
directors elected by the Board of Directors, which to the extent provided in
said resolution, as initially adopted, and as thereafter supplemented or amended
by further resolution adopted by a like vote, shall have and may exercise, when
the



INSURANCE PLANNERS, INC. AMENDED & RESTATED BYLAWS                        Page 5
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Board of Directors is not in session, the powers of the Board of Directors in
the management of the business and affairs of the corporation, except action in
respect to dividends to shareholders, election of officers or the filling of
vacancies in the Board of Directors or committees created pursuant to this
section. The Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request by the
President or upon request by the chairman of such meeting. Each such committee
shall fix its own rules governing the conduct of its activities and shall make
such reports to the Board, of Directors of its activities as the Board of
Directors may request.

                                   ARTICLE IV

                                    OFFICERS

     Section 1 - Number.

The principal officers of the corporation shall be a President, Vice-Presidents,
a Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. Any two or more offices
may be held by the same person, except the offices of President and Secretary
and the offices of President and Vice-President.

     Section 2 - Election and Term of Office.

     The officers of the corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of the shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.

     Section 3 - Removal.

     Any officer or agent elected or appointed by the Board of Directors may be
removed by the Board of Directors whenever in its judgment the best interests of
the corporation will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed. Election or
appointment shall not of itself create contract rights.

     Section 4 - Vacancies.

     A vacancy in any principal office because of death, resignation, removal,
disqualification or otherwise, shall be filled by the Board of Directors for the
unexpired portion of the term.

     Section 5 - President.

     The President shall be the principal executive officer of the corporation
and, subject to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the corporation. He
shall,' when present, preside at all meetings of the shareholders and of the
Board of Directors. He may sign, with the Secretary or any other proper officer
of the corporation thereunto authorized by the Board of Directors, certificates
for shares of the corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these by-laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.



INSURANCE PLANNERS, INC. AMENDED & RESTATED BYLAWS                        Page 6
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         Section 6 - The Vice-Presidents.

         In the absence of the President or in the event of his death, inability
or refusal to act, the Vice-President (or in the event there be more than one
Vice-President, the Vice-Presidents in the order designated at the time of their
election, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice-President may sign, with the Secretary or an Assistant
Secretary certificates for shares of the corporation; and shall perform such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors.

         Section 7 - The Secretary.

         The Secretary shall: (a) keep the minutes of the shareholders' and of
the Board of Directors' meetings in one or more books provided for that purpose;
(b) see that all notices are duly given in accordance with the provisions of
these by-laws or as required by law; (c) be custodian of the corporate records
and of the seal of the corporation and see that the seal of the corporation is
affixed to all documents the execution of which on behalf of the corporation
under its seal is duly authorized; (d) keep a register of the post office
address of each shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign with the President, or a Vice-President, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.

         Section 8 - The Treasurer.

         If required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He shall: (a) have charge
and custody of and be responsible for all funds and securities of the
`corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositaries as shall
be selected in accordance with the provisions of Article V of these By-laws; and
(b) in general perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the President
or by the Board of Directors.

         Section 9 - Assistant Secretaries and Assistant Treasurers.

         The Assistant Secretaries, when authorized by the Board of Directors,
may sign with the President or a Vice-President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors.

         Section 10 - Salaries.

         The salaries of the officers shall be fixed from time to time by the
Board of Directors and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a director of the corporation.



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                                    ARTICLE V

                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

         Section 1 - Contracts.

         The Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the corporation, and such authorization may be general
or confined to specific instances.

         Section 2 - Loans.

         No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by or
under the authority of a resolution of the Board of Directors. Such
authorization may be general or confined to specific instances.

         Section 3 - Checks, Drafts, etc.

         All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by or under the authority
of resolution of the Board of Directors.

         Section 4 - Deposits.

         All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositaries as may be selected by or under the authority of
the Board of Directors.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 1 - Certificates for Shares.

         Certificates representing shares of the corporation shall be in such
form as shall be determined by the Board of Directors. Such certificates shall
be signed by the President or a Vice-President and by the Secretary or an
Assistant Secretary. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.

         Section 2 - Transfer of Shares.

         Transfer of shares of the corporation shall be made only on the stock
transfer books of the corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes.



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         Section 3 - Stock Regulations.

         The Board of Directors shall have the power and authority to make all
such further rules and regulations not inconsistent with the statutes of the
State of Wisconsin as they may deem expedient concerning the issue, transfer and
registration of certificates representing share of the corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

         The fiscal year of the corporation shall begin on the first day of
January and end on the last day of December in each year.

                                  ARTICLE VIII

                                    DIVIDENDS

         The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its articles of incorporation.

                                   ARTICLE IX

                                      SEAL

         The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the words, "Corporate Seal, Wisconsin."

                                    ARTICLE X

                                   AMENDMENTS

         Section 1 - Board of Directors.

         The Board of Directors may from time to time, by vote of a majority of
its members, adopt, amend or repeal any and all of the by-laws of this
corporation except such by-laws as may have been adopted by the subscribers or
Shareholders of this corporation.

         Section 2 - Shareholders.

         The Shareholders may from time to time, by vote of a majority, adopt,
amend or repeal any and all of the by-laws of this corporation.

                       ARTICLE XI. OFFICERS AND DIRECTORS

             LIABILITY AND INDEMNITY; TRANSACTIONS WITH CORPORATION

         Section 1 - Definitions Applicable to Article XI.

                  (a) "Applicable Corporate Law" shall mean those statutes
comprising the general corporation law of the jurisdiction in which the
Corporation is incorporated, as amended from time to time.



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        (b)    "Breach of Duty" shall mean conduct of a Director or Officer
constituting any one or more of the following:

               (1)  A willful failure to deal fairly with the Corporation or its
stockholders in connection with a matter in which the Director or Officer has a
material conflict of interest.

               (2)  A violation of criminal law, unless the Director or Officer
had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

               (3)  A transaction from which the Director or Officer derived an
improper personal profit.

               (4)  Willful misconduct.

               (5)  With respect to any matter or decision being considered by
the Board of Directors or any other officer, such Director or Officer
intentionally or recklessly;

                    (i)   makes any untrue statement or disclosure to the Board
or other Officer of known material information; or

                    (ii)  omits to state or otherwise disclose to the Board or
other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or

                    (iii) omits to state or otherwise disclose to the Board or
other Officer known material information which is (or reasonably should be)
known to the Director or Officer to be relevant to the matter or decision under
consideration, regardless of whether or not such information is specifically
requested by the Board or other Officer.

        (c)    "Claim" means any threatened or asserted claim or cause of
action involving actual or potential liability of a Director or Officer arising
from any act or omission of such person alleged or determined to have been
negligent, grossly negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or regulation thereunder)
or the Employee Retirement Income Security Act of 1974 or any other foreign,
federal, state or local law, rule or regulation which is asserted or brought by
or in the right of the Corporation or by any governmental authority or any other
person or entity.

        (d)    "Director or Officer" means any of the following:

               (1)  A natural person who is or was: (i) a director (elected or
appointed by the stockholders or Board of Directors); or (ii) an officer
(elected or appointed by the Board of Directors) of the Corporation; or (iii) a
Trustee.

               (2)  A natural person who, while such a director or officer of
the Corporation, is or was serving either pursuant to the Corporation's specific
request or as a result of the nature of such person's duties to the Corporation
as a director, officer, partner, trustee, member of any governing or decision
making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.

               (3)  A natural person who, while such a director or officer of
the Corporation, is or was serving an employee benefit plan because his or her
duties to the Corporation also impose duties on, or otherwise involve services
by, the person to the plan or to participants in or beneficiaries of the plan.

               (4)  Unless the context requires otherwise, the estate or
personal representative of any such director, officer or Trustee.



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               This term is not intended to include any person who holds a
position of title of Vice President or other apparent office without formal
election or appointment by the Board of Directors.

               (e)   "Disinterested Majority" shall mean a majority of the Board
of Directors of the Corporation who are not Parties to the subject Proceeding or
any related Proceeding.

               (f)   "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

               (g)   "Liability" includes the obligation to pay any sums or
perform any acts pursuant to a settlement, penalty, assessment, forfeiture,
fine, or judgment, including (without limitation) any excise tax assessed with
respect to any employee benefit plan, punitive damages, costs, and expenses.

               (h)   "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

               (i)   "Proceeding" means any threatened, pending or completed
civil, criminal, administrative or investigative action, suit, arbitration or
other proceeding of any kind, whether formal or informal, in which a Claim is or
may be asserted against a Director or Officer or in which the Director or
Officer is a witness.

   Section 2 - Director and Officer Liability Limitations.

               (a)   No Director or Officer shall be liable to the Corporation,
its shareholders or any person asserting rights on behalf of the Corporation or
its shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or other tortious or otherwise culpable conduct, unless
the person asserting liability proves that the breach or failure to perform
constitutes a Breach of Duty or conduct for which the Director is liable under
Section 180.0828 of the Wisconsin Business Corporation Law. In addition to and
not in limitation of the foregoing, no Director or Officer shall have any
liability for acts or omissions constituting business judgment within the
business judgment rule.

               (b)   The provisions of this Section 2 shall not be exclusive of
any other defenses such a Director or Officer may have with respect to any Claim
asserting a Liability.

               (c)   The Board of Directors (by majority vote or consent) may
grant similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.

   Section 3 - Mandatory Indemnification.

               (a)   Indemnification for Expenses. The Corporation shall
indemnify a Director or Officer for all Expenses incurred (i) in the successful
defense of any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as
a non-Party witness in any Proceeding.

               (b)   Indemnification for Liability and Expenses. The Corporation
shall indemnify a Director or Officer for all Liability and Expenses with
respect to any Claim against such person in a Proceeding to which such person
was a Party because he or she is or was a Director or Officer, unless such
Liability and Expenses were incurred because the Director or Officer is
determined to have engaged in conduct constituting a Breach of Duty.

               (c)   Indemnification Exclusion for Collateral Sources.
Notwithstanding the foregoing provision of this Section 3, indemnification shall
not be required for any Liability or Expenses to the extent the same have been



INSURANCE PLANNERS, INC. AMENDED & RESTATED BYLAWS                       Page 11
- --------------------------------------------------------------------------------

paid or are covered under any collectible insurance policy or are otherwise paid
or reimbursed by any third party under a legal or contractual obligation to do
so.

            (d)  Reliance on Applicable Corporation Law or Bylaw. Without
intending to limit the generality of the indemnification rights provided under
subsections 3 (a) and (b) above, the Corporation shall indemnify a Director or
Officer for all Liability and Expenses with respect to any Claim against such
person in a Proceeding which is based, in whole or in part, on such person's
reliance on the validity of any provision of the Applicable Corporation Law or
these Bylaws, even though it is thereafter determined that such provision was
invalid or otherwise could not have justifiably been relied upon.

         Section 4 - Procedural Requirements for Determination That
Indemnification is Proper.

            (a)  Written Request for Indemnification. A Director or Officer who
seeks indemnification shall make a written request therefor to the Corporation,
selecting a means for determining his or her right to indemnification as
provided under subsection 4 (b) hereof.

            (b)  Determination of Indemnification. Within 60 days of receipt by
the Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:

                 (i)   by majority vote of a Disinterested Majority if so
designated by the Director or Officer seeking indemnification. If a
Disinterested Majority cannot be obtained, the Director or Officer may designate
that such determination be made by a majority vote of a committee duly appointed
by the Board of Directors and consisting solely of two or more directors not at
the time Parties to the same or related Proceedings. Directors who are Parties
to the same or related Proceedings may participate in the designation of members
of the committee;

                 (ii)  by independent legal counsel if so designated by the
Director or Officer; provided that such counsel shall be mutually selected by
such Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;

                 (iii) by a panel of three arbitrators if so designated by the
Director or Officer, which shall be selected from the panel of arbitrators of
the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or

                 (iv)  by a court if so designated by the Director or Officer,
pursuant to and in accordance with the Applicable Corporation Law.

            The results and basis of the determination made hereunder shall be
submitted in writing to the Corporation and the Director or Officer (the
"Indemnity Decision").

            (c)  No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.



INSURANCE PLANNERS, INC. AMENDED & RESTATED BYLAWS                       Page 12
- --------------------------------------------------------------------------------

          (d)  Payment of Liabilities and Expenses; Waiver of Claims.

               (1)  If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 5), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director or Officer is
entitled to indemnification against Liabilities and Expenses incurred in
connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:

          If the Director or Officer sustains Liability for equal dollar amounts
          to a given party or person under two or more Claims arising from the
          same general conduct, transaction or series of events (even though
          divisible for purposes of establishing Liability), one of which would
          require indemnification and the other of which would not, it shall be
          conclusively presumed that the Liability and all Expenses related
          thereto were sustained and incurred solely with respect to the Claim
          for which indemnification is required; and if the Director or Officer
          sustains Liability and Expenses for different dollar amounts to a
          given party or person under two or more Claims arising from the same
          general conduct, transaction or series of events (even though
          divisible for purposes of establishing Liability), one of which would
          require indemnification and the other of which would not, it shall be
          conclusively presumed that the Liability for which indemnification is
          required is the sole Liability up to the dollar amount thereof (the
          "covered Liability") and the Liability for which indemnification is
          not required (the "Non-Covered Liability") is reduced by the amount of
          the Covered Liability (resulting in a "Net Non-Covered Liability") and
          the Expenses shall be apportioned on the basis of the respective
          amounts of the Covered Liability and the Net Non-Covered Liability
          such that the Director or Officer shall be entitled to indemnification
          for the Covered Liability and the apportioned Expenses attributable to
          such Covered Liability. The foregoing shall apply regardless of
          whether the Claim for the Non-Covered Liability and the resulting
          Expenses in defense thereof occurs prior to or following assertion of
          the Claim for the Covered Liability and regardless of the actual time,
          effort and Expenses involved in defense of the respective Claims.

               (2)  The Corporation waives all right and claims against each
Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

          (e)  Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.

         Section 5 - Advancement of Expenses.

          (a)  Procedure. Upon written request by a Director or Officer who is a
non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in conduct constituting a Breach of Duty;
(ii) an executed written undertaking by the Director or Officer to repay any
advances made under this Section if it is ultimately determined that the
Director or Officer is not entitled to be indemnified by the Corporation; and
(iii) written evidence of the Expenses incurred.

          (b)  Ability to Repay; Undertaking to be Unsecured. The undertaking
provided in this Section shall be accepted by the Corporation without reference
to the Directors' or Officers' ability to repay the allowance. The undertaking
shall be unsecured and the Director or Officer shall not be required to pay
interest on such amounts prior to a final determination that repayment is
required.



INSURANCE PLANNERS, INC. AMENDED & RESTATED BYLAWS                       Page 13
- --------------------------------------------------------------------------------

         Section 6 -  Right of Director or Officer to Bring Suit. If an
Indemnity Decision is not issued within the time specified or such Indemnity
Decision finds that the Director or Officer is not entitled to indemnification
or the Corporation fails to make prompt payment pursuant to an Indemnity
Decision, or a request for an advancement of Expenses under Section 5 is
refused, the Director or Officer may at any time thereafter bring suit against
the Corporation to recover the unpaid Liability and/or Expense. If successful in
whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement or Expenses pursuant to the terms of an undertaking, the
Director or Officer shall be entitled to recover the expense of successfully
prosecuting or defending such suit. If the Director or Officer engaged in
conduct constituting a Breach of Duty, such fact: (i) shall be a defense to any
claim for indemnification against the Corporation (except for advancement of
Expenses prior to completion of a Proceeding); and (ii) shall entitle the
Corporation to recover all Expenses advanced prior to completion of the
Proceeding pursuant to the terms of the undertaking once such fact has been
established or admitted by the Director or Officer.

         An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

         Section 7 -  Permissible Considerations. A Director or Officer, in the
discharge of his or her duties to the Corporation and in making any decision or
performing any other act in such capacity, is not limited to considering only
the economic interests of shareholders in determining what is best for the
Corporation, but may also consider the following: (a) the effects of the action
on employees, suppliers and customers of the Corporation; (b) effects on the
community in which the Corporation operates; and (c) any other factors the
Director or Officer considers pertinent.

         Section 8 -  Reliance by Directors or Officers. A Director or Officer
(absent actual knowledge to the contrary) may rely in the discharge of his or
her duties to the Corporation on information, opinions, reports or statements
(any of which may be written or oral, formal or informal, including financial
statements) and other financial data if prepared or presented by any of the
following: (a) an Officer or employee of the Corporation whom the Director or
Officer believes in good faith is reliable and competent as to the matters
presented or as to which the Director or Officer has no compelling reason to
believe is not reliable or competent; (b) legal counsel, public accountants or
other persons as to matters the Director or Officer believes in good faith are
within the person's professional or expert competence; and (c) information
presented to the Board of Directors by any person, officer, employee or
committee of the Board where it is believed in good faith the report merits
confidence or where the Director or Officer has no compelling reason to believe
it does not merit confidence.

         Section 9 -  Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director or Officer against
any Liability asserted against or incurred by the individual in any such
capacity or arising out of his status as such, regardless of whether the
Corporation is required or authorized to indemnify such person for Liability or
Expenses under this Article.

         Section 10 - Severability and Intent. If any provision of this Article
shall be deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's



INSURANCE PLANNERS, INC. AMENDED & RESTATED BYLAWS                       Page 14
- --------------------------------------------------------------------------------

reliance on any of the provisions of this Article which may be held to be
invalid, inoperative or in contravention of public policy render such conduct a
Breach of Duty.

         Section 11 - Notice to the Corporation. A Director or Officer shall
promptly notify the Corporation in writing when he or she has actual knowledge
of a Proceeding which may result in a claim of indemnification against
Liabilities or allowance of Expenses hereunder, but the failure to do so shall
not relieve the Corporation of any liability to the Director or Officer
hereunder unless the Corporation shall have been irreparably prejudiced by such
failure.

         Section 12 - Indemnification and Allowance of Expenses of Certain
Others.

            (a)  Employee of Authorized Agent. The Board of Directors may, in
its sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.

            (b) Indemnity Agreements. The Board of Directors, by majority vote
or consent, may authorize the Corporation to enter written indemnity agreements
with: (i) any Director or Officer of the Corporation, which may further expand
the indemnification rights provided under these Bylaws or the Applicable
Corporation Law; and (ii) any employee or agent of the Corporation, which may
extend to such person the same, greater or lesser rights of indemnification and
reliance as those afforded to Directors and Officers under this Article.

         Section 13 - Amendment. This Article may only be altered, amended or
repealed by a vote of not less than two-thirds of the Corporation's outstanding
Class A common stock entitled to vote; provided, however, that the Board of
Directors may alter or amend this Article without such stockholder approval if
any such alteration or amendment is (a) made in order to conform to any
amendment or revision of the Applicable Corporation Law, which (i) expands or
permits the expansion of a Director's or Officer's right to indemnification
thereunder; (ii) limits or eliminates, or permits the limitation or elimination
of, the liability of a Director or Officer; or (iii) is otherwise beneficial to
the Directors and Officers or (b) an alteration or amendment which is otherwise
deemed by the Board of Directors to be an immaterial modification. No amendment
of this Article shall terminate, reduce or impair a Director's or Officer's
rights to indemnification for any act, occurrence or event taking place prior to
the effective date of such amendment and delivery of notice thereof to such
Director or Officer, regardless of when any Claim relating thereto is actually
asserted.

         Section 14 - Nonexclusivity of Article XI. The rights of a Director or
Officer (or any other person) granted under this Article shall not be deemed
exclusive of any other rights to indemnification against Liabilities or
allowance of Expenses which the Director or Officer (or such other person) may
be entitled to under any written agreement, Board of Directors resolution, vote
of shareholders of the Corporation or under the Applicable Corporation Law or
otherwise. Nothing contained in this Article shall be deemed to limit the
Corporation's obligations to indemnify against Liabilities or allow expenses to
a Director or Officer under the Applicable Corporation Law.

         Section 15 - Transactions with the Corporation. The Board of Directors
may from time to time authorize transactions by Officers, Directors and
employees with the Corporation, and may authorize lending money and granting
credit of the Corporation to or for the use of such Officers, Directors and
employees, providing that the Directors who vote for or assent to the making of
a loan to an Officer or Director of the Corporation shall be jointly and
severally liable to the Corporation for the amount of such loan until full
repayment thereof, unless such Directors shall sustain the burden of proof that
such loan was made for a proper business purpose.

         Any contract or other transaction between the Corporation and one or
more of its Directors, or between the Corporation and any firm of which one or
more of its Directors are members or employees, or in which they are interested,
or between the Corporation and any corporation or association of which one or
more of its Directors are shareholders, members, directors, officers, or
employees, or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director(s) at the meeting of the Board of
Directors of the Corporation which acts upon, or in reference to, such contract
or transaction; and notwithstanding his or their participation in such action,
if the



INSURANCE PLANNERS, INC. AMENDED & RESTATED BYLAWS                       Page 15
- --------------------------------------------------------------------------------

fact of such interest shall be disclosed or known to the Board of Directors and
the Board of Directors shall, nevertheless, authorize, approve or ratify such
contract or transaction by a vote of a majority of the Directors present, such
interested Director or Directors to be counted in determining whether a quorum
is present, but not to be counted in calculating the majority of such quorum
necessary to carry such vote. This Section shall not be construed to invalidate
any contract or other transaction which would otherwise be valid under the
common and statutory law applicable thereto.

EX-3.9

                                                                     EXHIBIT 3.9

                     I.T.A., INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

Article 1.  The name of the corporation is: I.T.A., INC.

Article 2.  The period of existence shall be: perpetual.

Article 3.  The purposes shall be to engage in any lawful activities authorized
            by Chapter 180 of the Wisconsin Statutes.

Article 4.  The number of shares which it shall have authority to issue,
            itemized by classes, par value of shares, shares without par value,
            and series, if any, with a class, is:

                    Series                    Par value per share or statement
            Class  (if any) Number of Shares  that shares are without par value
            -----  -------- ----------------  ---------------------------------

            Common               2,800                  no par value

Article 5.  The preferences, limitations, designation, and relative rights of
            each class or series of stock are: None.

Article 6.  The registered office address is 23000 Roundy Drive, Pewaukee, WI
            53072.

Article 7.  Name of the registered agent at such address is: Edward G. Kitz.

Article 8.  The number of directors constituting the board of directors shall be
            fixed by by-law.

Article 9.  The names of the initial directors are: John R. Dickson, Terrance
            Kapron, Robert D. Ranus, Robert G. Turcott.

Article 10. Indemnification Of Directors, Officers And Representatives:

            Each director, each officer and each other person who may have acted
            as representative of the company at its request, and his heirs,
            executors and administrators, shall be indemnified by the company
            against any costs and expenses, including counsel fees, reasonably
            incurred in connection with any civil, criminal, administrative or
            other claim, action, suit or proceeding in which he or they may
            become involved or with which he or they may be threatened, by
            reason of his being or having been a director or officer of the
            company or by reason of his serving or having served any
            corporation, trust, committee, firm or other organization as
            director, officer, employee, trustee, member or otherwise at the
            request of the company, and against any payments in settlement of
            any such claim, action, suit or proceedings or in satisfaction of
            any related judgment, fine or penalty, except costs, expenses or
            payments in relation to any matter as to which he shall be finally
            adjudged derelict in the performance of his duties to the



            company, or in relation to any matter as to which there has been no
            adjudication with respect to his performance of his duties to the
            company unless the company shall receive an opinion from
            independent counsel that the director, officer or representative
            has not so been derelict. In the case of criminal action, suit or
            proceeding, a conviction of judgment (whether after trial or based
            on a plea of guilty or nolo contendere or its equivalent) shall not
            be deemed an adjudication that the director, officer or
            representative was derelict in the performance of his duties to the
            company if he acted in good faith in what he considered to be the
            best interests of the company and with no reasonable cause to
            believe the action was illegal. The foregoing right of
            indemnification shall not be exclusive of other rights to which
            directors, officers and others may be entitled as a matter of law or
            otherwise.

Article 11. These articles may be amended in the manner authorized by law at the
            time of amendment.

Article 12. The name and address of incorporator (or incorporators) are: Robert
            G. Turcott, 23000 Roundy Drive, Pewaukee, WI 53072.

                                       2

EX-3.10

                                                                    EXHIBIT 3.10

                              AMENDED AND RESTATED

                                   BY-LAWS OF

                                  I.T.A., INC.

                                 INTRODUCTION--
                               VARIABLE REFERENCES

     0.01. Date of annual shareholders' meeting (See Section 2.01):


 1:00 p.m.        first            Friday          April          19   88
- ----------        -----            ------          -----             -----
(Hour)            (Week)           (Day)          (Month)        (First year)

*
         0.02. Required notice of shareholders' meeting (See Section 2.04): not
         less than    7    days.
                   -------

*
         0.03. Authorized number of directors (See Section 3.01):   3
                                                                 -------

*
         0.04. Required notice of directors' meetings (See Section 3.05):

         (a)      not less than  72  hours if by mail, and
                               ------

*
         (b)      not less than   24  hours if by telegram or personal delivery.
                                ------

*
         0.05. Authorized number of Vice-Presidents (See Section 4.01):   2
                                                                       -------

*

*  These spaces are reserved for official notation of future amendments to these
sections.



                               ARTICLE I. OFFICES

     1.01.  Principal and Business Offices. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

     1.02.  Registered Office. The registered office of the corporation required
by the Wisconsin Business Corporation Law to be maintained in the State of
Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the corporation shall be identical to such
registered office.

                            ARTICLE II. SHAREHOLDERS

     2.01.  Annual Meeting. The annual meeting of the shareholders shall be held
at the date and hour in each year set forth in Section 0.01, or at such other
time and date within thirty days before or after said date as may be fixed by or
under the authority of the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Wisconsin, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated
herein, or fixed as herein provided, for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
conveniently may be.

     2.02.  Special Meeting. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or the Board of Directors or by the person designated in the
written request of the holders of not less than one-tenth of all shares of the
corporation entitled to vote at the meeting.

     2.03.  Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Wisconsin, as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Wisconsin, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
business office of the corporation in the State of Wisconsin or such other
suitable place in the county of such principal office as may be designated by
the person calling such meeting, but any meeting may be adjourned to reconvene
at any place designated by vote of a majority of the shares represented thereat.

     2.04.  Notice of Meeting. Written notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than the number of days set
forth in Section 0.02 (unless a longer period is required by law or the articles
of incorporation) nor more than fifty days before the date of the meeting,
either personally or by mail, by or at the direction of the President, or the
Secretary, or other officer or persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the shareholder at his address as it appears on the stock record books of the
corporation, with postage thereon prepaid.

     2.05.  Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, fifty days. If the stock transfer books shall be closed for the

                                      -1-



purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the close of business on the date on which notice of the
meeting is mailed or on the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall be applied to any adjournment
thereof except where the determination has been made through the closing of the
stock transfer books and the stated period of closing has expired.

     2.06.  Voting Records. The officer or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete record of the shareholders entitled to vote at
such meeting, or any adjournment thereof, with the address of and the number of
shares held by each. Such record shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such record or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.

     2.07.  Quorum. Except as otherwise provided in the articles of
incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum
is present, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
shareholders unless the vote of a greater number or voting by classes is
required by law or the articles of incorporation. Though less than a quorum of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

     2.08.  Conduct of Meetings. The President, and in his absence, a
Vice-President in the order provided under Section 4.06, and in their absence,
any person chosen by the shareholders present shall call the meeting of the
shareholders to order and shall act as chairman of the meeting, and the
Secretary of the corporation shall act as secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.

     2.09.  Proxies. At all meetings of shareholders, a shareholder entitled to
vote may vote in person or by proxy appointed in writing by the shareholder or
by his duly authorized attorney in fact. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. Unless
otherwise provided in the proxy, a proxy may be revoked at any time before it is
voted, either by written notice filed with the Secretary or the acting secretary
of the meeting or by oral notice given by the shareholder to the presiding
officer during the meeting. The presence of a shareholder who has filed his
proxy shall not of itself constitute a revocation. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy. The Board of Directors shall have the power and authority to make rules
establishing presumptions as to the validity and sufficiency of proxies.

     2.10.  Voting of Shares. Each outstanding share shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any class or classes are
enlarged, limited or denied by the articles of incorporation.

                                       -2-



     2.11.  Voting of Shares by Certain Holders.

     (a)  Other Corporations. Shares standing in the name of another corporation
may be voted either in person or by proxy, by the president of such corporation
or any other officer appointed by such president. A proxy executed by any
principal officer of such other corporation or assistant thereto shall be
conclusive evidence of the signer's authority to act, in the absence of express
notice to this corporation, given in writing to the Secretary of this
corporation, of the designation of some other person by the board of directors
or the by-laws of such other corporation.

     (b)  Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy, receiver,
or assignee for creditors may be voted by him, either in person or by proxy,
without a transfer of such shares into his name, provided that there is filed
with the Secretary before or at the time of meeting proper evidence of his
incumbency and the number of shares held. Shares standing in the name of a
fiduciary may be voted by him, either in person or by proxy. A proxy executed by
a fiduciary, shall be conclusive evidence of the signer's authority to act, in
the absence of express notice to this corporation, given in writing to the
Secretary of this corporation, that such manner of voting is expressly
prohibited or otherwise directed by the document creating the fiduciary
relationship.

     (c)  Pledges. A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

     (d)  Treasury Stock and Subsidiaries. Neither treasury shares, nor shares
held by another corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation is held by this corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares entitled to vote, but shares of its own issue held by this
corporation in a fiduciary capacity, or held by such other corporation in a
fiduciary capacity, may be voted and shall be counted in determining the total
number of outstanding shares entitled to vote.

     (e)  Minors. Shares held by a minor may be voted by such minor in person or
by proxy and no such vote shall be subject to disaffirmance or avoidance, unless
prior to such vote the Secretary of the corporation has received written notice
or has actual knowledge that such shareholder is a minor.

     (f)  Incompetents and Spendthrifts. Shares held by an incompetent or
spendthrift may be voted by such incompetent or spendthrift in person or by
proxy and no such vote shall be subject to disaffirmance or avoidance, unless
prior to such vote the Secretary of the corporation has actual knowledge that
such shareholder has been adjudicated an incompetent or spendthrift or actual
knowledge of filing of judicial proceedings for appointment of a guardian.

     (g)  Joint Tenants. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be voted in
person or by proxy signed by any one or more of such individuals if either (i)
no other such individual or his legal representative is present and claims the
right to participate in the voting of such shares or prior to the vote files
with the Secretary of the corporation a contrary written voting authorization or
direction or written denial of authority of the individual present or signing
the proxy proposed to be voted or (ii) all such other individuals are deceased
and the Secretary of the corporation has no actual knowledge that the survivor
has been adjudicated not to be the successor to the interests of those deceased.

     2.12. Waiver of Notice by Shareholders. Whenever any notice whatever is
required to be given to any shareholder of the corporation under the articles of
incorporation or by-laws or any provision of law, a waiver thereof in writing,
signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice; provided that such waiver in

                                      -3-



respect to any matter of which notice is required under any provision of the
Wisconsin Business Corporation Law, shall contain the same information as would
have been required to be included in such notice, except the time and place of
meeting.

     2.13. Unanimous Consent without Meeting. Any action required or permitted
by the articles of incorporation or by-laws or any provision of law to be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

                         ARTICLE III. BOARD OF DIRECTORS

     3.01. General Powers and Number. The business and affairs of the
corporation shall be managed by its Board of Directors. The number of directors
of the corporation shall be as provided in Section 0.03.

     3.02. Tenure and Qualifications. Each director shall hold office until the
next annual meeting of shareholders and until his successor shall have been
elected, or until his prior death, resignation or removal. A director may be
removed from office by affirmative vote of a majority of the outstanding shares
entitled to vote for the election of such director, taken at a meeting of
shareholders called for that purpose. A director may resign at any time by
filing his written resignation with the Secretary of the corporation. Directors
need not be residents of the State of Wisconsin or shareholders of the
corporation.

     3.03. Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this by-law immediately after the annual
meeting of shareholders, and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at such
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the State of Wisconsin, for the holding
of additional regular meetings without other notice than such resolution.

     3.04  Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President, Secretary or any two directors.
The President or Secretary calling any special meeting of the Board of Directors
may fix any place, either within or without the State of Wisconsin, as the place
for holding any special meeting of the Board of Directors called by them, and if
no other place is fixed the place of meeting shall be the principal business
office of the corporation in the State of Wisconsin.

     3.05. Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given by
written notice delivered personally or mailed or given by telegram to each
director at his business address or at such other address as such director shall
have designated in writing filed with the Secretary, in each case not less than
that number of hours prior thereto as set forth in Section 0.04. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Whenever any notice whatever is required to be given to any
director of the corporation under the articles of incorporation or by-laws or
any provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the director entitled to such notice,
shall be deemed equivalent to the giving of such notice. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

     3.06. Quorum. Except as otherwise provided by law or by the articles of
incorporation or these by-laws, a majority of the number of directors as
provided in Section 0.03 shall constitute a quorum for the

                                      -4-



transaction of business at any meeting of the Board of Directors, but a majority
of the directors present (though less than such quorum) may adjourn the meeting
from time to time without further notice.

     3.07.  Manner of Acting. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by law or by the
articles of incorporation of these by-laws.

     3.08.  Conduct of Meetings. The President, and in his absence, a
Vice-President in the order provided under Section 4.06, and in their absence,
any director chosen by the directors present, shall call meetings of the Board
of Directors to order and shall act as chairman of the meeting. The Secretary of
the corporation shall act as secretary of all meetings of the Board of
Directors, but in the absence of the Secretary, the presiding officer may
appoint any Assistant Secretary or any director or other person present to act
as secretary of the meeting.

     3.09.  Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the directors then in office, though less than a quorum of the Board
of Directors; provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the shareholders shall have the right to
fill such vacancy at the same meeting or any adjournment thereof.

     3.10   Compensation. The Board of Directors, by affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits or payments, to directors, officers and employes
and to their estates, families, dependents or beneficiaries on account of prior
services rendered by such directors, officers and employes to the corporation.

     3.11.  Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors or a committee thereof of which he is a
member at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

     3.12.  Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the number of directors as provided in Section
0.03 may designate one or more committees, each committee to consist of three or
more directors elected by the Board of Directors, which to the extent provided
in said resolution as initially adopted, and as thereafter supplemented or
amended by further resolution adopted by a like vote, shall have and may
exercise, when the Board of Directors is not in session, the powers of the Board
of Directors in the management of the business and affairs of the corporation,
except action in respect to dividends to shareholders, election of the principal
officers or the filling of vacancies in the Board of Directors or committees
created pursuant to this section. The Board of Directors may elect one or more
of its members as alternate members of any such committee who may take the place
of any absent member or members at any meeting of such committee, upon request
by the President or upon request by the chairman of such meeting. Each such
committee shall fix its own rules governing the conduct of its activities and
shall make such reports to the Board of Directors of its activities as the Board
of Directors may request.

                                      -5-



     3.13.  Unanimous Consent without Meeting Any action required or permitted
by the articles of incorporation or by-laws or any provision of law to be taken
by the Board of Directors at a meeting or by resolution may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors then in office.

                              ARTICLE IV. OFFICERS

     4.01.  Number. The principal officers of the corporation shall be a
President, the number of Vice-Presidents as provided in Section 0.05, a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. Any two or more offices
may be held by the same person, except the offices of President and Secretary
and the offices of President and Vice President.

     4.02.  Election and Term of Office. The officers of the corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected or until his prior death, resignation or removal.

     4.03.  Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.

     4.04.  Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

     4.05.  President. The President shall be the principal executive officer of
the corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors. He shall have authority, subject to such rules as
may be prescribed by the Board of Directors, to appoint such agents and
employees of the corporation as he shall deem necessary, to prescribe their
powers, duties and compensation, and to delegate authority to them. Such agents
and employes shall hold office at the discretion of the President. He shall have
authority to sign, execute and acknowledge, on behalf of the corporation, all
deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all
other documents or instruments necessary or proper to be executed in the course
of the corporation's regular business, or which shall be authorized by
resolution of the Board of Directors; and, except as otherwise provided by law
or the Board of Directors, he may authorize any Vice-President or other officer
or agent of the corporation to sign, execute and acknowledge such documents or
instruments in his place and stead. In general he shall perform all duties
incident to the office of President and such other duties as may be prescribed
by the Board of Directors from time to time.

     4.06.  The Vice-Presidents. In the absence of the President or in the event
of his death, inability or refusal to act, or in the event for any reason it
shall be impracticable for the President to act personally, the Vice-President
(or in the event there be more than one Vice-President, the Vice-Presidents in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice-President may sign, with
the Secretary or Assistant Secretary, certificates for shares of the
corporation; and shall perform such other duties and have such authority as from
time to time may be delegated or assigned to him by the President or by the
Board of Directors. The execution of any instrument of the corporation by any
Vice-President shall be conclusive evidence, as to third parties, of his
authority to act in the stead of the President.

                                      -6-



     4.07.  The Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep or arrange for
the keeping of a register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (e) sign with the
President, or a Vice-President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to him by the President or by the Board of
Directors.

     4.08.  The Treasurer. The Treasury shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Section 5.04; and (c) in general perform all of the
duties incident to the office of Treasurer and have such other duties and
exercise such other authority as from time to time may be delegated or assigned
to him by the President or by the Board of Directors. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.

     4.09.  Assistant Secretaries and Assistant Treasurers. There shall be such
number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice-President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.

     4.10.  Other Assistants and Acting Officers. The Board of Directors shall
have the power to appoint any person to act as assistant to any officer, or as
agent for the corporation in his stead, or to perform the duties of such officer
whenever for any reason it is impracticable for such officer or other agent so
appointed by the Board of Directors shall have the power to perform all the
duties of the office to which he is so appointed to be assistant, or as to which
he is so appointed to act, except as such power may be otherwise defined or
restricted by the Board of Directors.

     4.11.  Salaries. The salaries of the principal officers shall be fixed from
time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.

                       ARTICLE V. CONTRACTS, LOANS, CHECKS
                      AND DEPOSITS; SPECIAL CORPORATE ACTS

     5.01.  Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general of confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the President or one of the Vice-Presidents and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or
an Assistant Secretary, when necessary or

                                      -7-



required, shall affix the corporate seal thereto; and when so executed no other
party to such instrument or any third party shall be required to make any
inquiry into the authority of the signing officer or officers.

     5.02.  Loans. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

     5.03.  Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.

     5.04.  Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

     5.05.  Voting of Securities Owned by this Corporation. Subject always to
the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation if he be present, or in his
absence by any Vice-President of this corporation who may be present, and (b)
whenever, in the judgment of the President, or in his absence, of any
Vice-President, it is desirable for this corporation to execute a proxy or
written consent in respect to any shares or other securities issued by any other
corporation and owned by this corporation, such proxy or consent shall be
executed in the name of this corporation by the President or one of the
Vice-Presidents of this corporation, without necessity of any authorization by
the Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     6.01.  Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the President or
a Vice-President and by the Secretary or an Assistant Secretary. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except as provided in Section 6.06.

     6.02.  Facsimile Signatures and Seal. The seal of the corporation on any
certificates for shares may be a facsimile. The signatures of the President or
Vice-President and the Secretary or Assistant Secretary upon a certificate may
be facsimiles if the certificate is manually signed on behalf of a transfer
agent, or a registrar, other than the corporation itself or an employee of the
corporation.

     6.03.  Signature by Former Officers. In case any officer, who has signed or
whose facsimile signature has been placed upon any certificate for shares, shall
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer at the
date of its issue.

                                      -8-



     6.04.  Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and power of an
owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the corporation had no duty to inquire into adverse claims
or has discharged any such duty. The corporation may require reasonable
assurance that said endorsements are genuine and effective and compliance with
such other regulations as may be prescribed by or under the authority of the
Board of Directors.

     6.05.  Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

     6.06.  Lost, Destroyed or Stolen Certificates. Where the owner claims that
his certificate for shares has been lost, destroyed or wrongfully taken, a new
certificate shall be issued in place thereof if the owner (a) so requests before
the corporation has notice that such shares have been acquired by a bona fide
purchaser, and (b) files with the corporation a sufficient indemnity bond, and
(c) satisfies such other reasonable requirements as may be prescribed by or
under the authority of the Board of Directors.

     6.07.  Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation. When payment of the consideration for which shares are to be issued
shall have been received by the corporation, such shares shall be deemed to be
fully paid and nonassessable by the corporation. No certificate shall be issued
for any share until such share is fully paid.

     6.08.  Stock Regulations. The Board of Directors shall have the power and
authority to make all such further rules and regulations not inconsistent with
the statutes of the State of Wisconsin as it may deem expedient concerning the
issue, transfer and registration of certificates representing shares of the
corporation.

                                ARTICLE VII. SEAL

     7.01.  The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the `name of the corporation
and the state of incorporation and the words, "Corporate Seal."

                            ARTICLE VIII. AMENDMENTS

     8.01.  By shareholders. These by-laws may be altered, amended or repealed
and new by-laws may be adopted by the shareholders by affirmative vote of not
less than a majority of the shares present or represented at any annual or
special meeting of the shareholders at which a quorum is in attendance.

     8.02.  By Directors. These by-laws may also be altered, amended or repealed
and new by-laws may be adopted by the Board of Directors by affirmative vote of
a majority of the number of directors present at any meeting at which a quorum
is in attendance; but no by-law adopted by the shareholders shall be amended or
repealed by the Board of Directors if the by-law so adopted so provides.

     8.03.  Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
by-laws then in effect but is taken or authorized by affirmative vote of not
less than the number of shares or the number of directors required to amend the
by-laws so that the by-laws would be consistent with such action, shall be given
the same effect as though the

                                      -9-



by-laws had been temporarily amended or suspended so far, but only so far, as is
necessary to permit the specific action so taken or authorized.

                       ARTICLE IX. OFFICERS AND DIRECTORS
             LIABILITY AND INDEMNITY; TRANSACTIONS WITH CORPORATION

     9.01. Definitions Applicable to Article IX.

           (a)  "Applicable Corporate Law" shall mean those statutes comprising
the general corporation law of the jurisdiction in which the Corporation is
incorporated, as amended from time to time.

           (b)  "Breach of Duty" shall mean conduct of a Director or Officer
constituting any one or more of the following:

                (1) A willful failure to deal fairly with the Corporation or its
stockholders in connection with a matter in which the Director or Officer has a
material conflict of interest.

                (2) A violation of criminal law, unless the Director or Officer
had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

                (3) A transaction from which the Director or Officer derived an
improper personal profit.

                (4) Willful misconduct.

                (5) With  respect to any matter or decision being considered by
the Board of Directors or any other officer, such Director or Officer
intentionally or recklessly;

                    (i)   makes any untrue statement or disclosure to the Board
or other Officer of known material information; or

                    (ii)  omits to state or otherwise disclose to the Board or
other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or

                    (iii) omits to state or otherwise disclose to the Board or
other Officer known material information which is (or reasonably should be)
known to the Director or Officer to be relevant to the matter or decision under
consideration, regardless of whether or not such information is specifically
requested by the Board or other Officer.

          (c)   "Claim" means any threatened or asserted claim or cause of
action involving actual or potential liability of a Director or Officer arising
from any act or omission of such person alleged or determined to have been
negligent, grossly negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or regulation thereunder)
or the Employee Retirement Income Security Act of 1974 or any other foreign,
federal, state or local law, rule or regulation which is asserted or brought by
or in the right of the Corporation or by any governmental authority or any other
person or entity.

          (d)   "Director or Officer" means any of the following:

                                      -10-



               (1) A natural person who is or was: (i) a director (elected or
appointed by the stockholders or Board of Directors); or (ii) an officer
(elected or appointed by the Board of Directors) of the Corporation; or (iii) a
Trustee.

               (2) A natural person who, while such a director or officer of the
Corporation, is or was serving either pursuant to the Corporation's specific
request or as a result of the nature of such person's duties to the Corporation
as a director, officer, partner, trustee, member of any governing or decision
making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.

               (3) A natural person who, while such a director or officer of the
Corporation, is or was serving an employee benefit plan because his or her
duties to the Corporation also impose duties on, or otherwise involve services
by, the person to the plan or to participants in or beneficiaries of the plan.

               (4) Unless the context requires otherwise, the estate or personal
representative of any such director, officer or Trustee.


          This term is not intended to include any person who holds a position
of title of Vice President or other apparent office without formal election or
appointment by the Board of Directors.

          (e)  "Disinterested Majority" shall mean a majority of the Board of
Directors of the Corporation who are not Parties to the subject Proceeding or
any related Proceeding.

          (f)  "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

          (g)  "Liability" includes the obligation to pay any sums or perform
any acts pursuant to a settlement, penalty, assessment, forfeiture, fine, or
judgment, including (without limitation) any excise tax assessed with respect to
any employee benefit plan, punitive damages, costs, and expenses.

          (h)  "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

          (i)  "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit, arbitration or other
proceeding of any kind, whether formal or informal, in which a Claim is or may
be asserted against a Director or Officer or in which the Director or Officer is
a witness.

     9.02 Director and Officer Liability Limitations.

          (a)  No Director or Officer shall be liable to the Corporation, its
shareholders or any person asserting rights on behalf of the Corporation or its
shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or other tortious or otherwise culpable conduct, unless
the person asserting liability proves that the breach or failure to perform
constitutes a Breach of Duty or conduct for which the Director is liable under
Section 180.0828 of the Wisconsin Business Corporation Law. In addition to and
not in limitation of the foregoing, no Director

                                      -11-



or Officer shall have any liability for acts or omissions constituting business
judgment within the business judgment rule.

          (b)  The provisions of this Section 9.02 shall not be exclusive of any
other defenses such a Director or Officer may have with respect to any Claim
asserting a Liability.

          (c)  The Board of Directors (by majority vote or consent) may grant
similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.

     9.03 Mandatory Indemnification.

          (a)  Indemnification for Expenses. The Corporation shall indemnify a
Director or Officer for all Expenses incurred (i) in the successful defense of
any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as a
non-Party witness in any Proceeding.

          (b)  Indemnification for Liability and Expenses. The Corporation shall
indemnify a Director or Officer for all Liability and Expenses with respect to
any Claim against such person in a Proceeding to which such person was a Party
because he or she is or was a Director or Officer, unless such Liability and
Expenses were incurred because the Director or Officer is determined to have
engaged in conduct constituting a Breach of Duty.

          (c)  Indemnification Exclusion for Collateral Sources. Notwithstanding
the foregoing provision of this Section 9.03, indemnification shall not be
required for any Liability or Expenses to the extent the same have been paid or
are covered under any collectible insurance policy or are otherwise paid or
reimbursed by any third party under a legal or contractual obligation to do so.

          (d)  Reliance on Applicable Corporation Law or Bylaw. Without
intending to limit the generality of the indemnification rights provided under
subsections 9.03(a) and (b) above, the Corporation shall indemnify a Director or
Officer for all Liability and Expenses with respect to any Claim against such
person in a Proceeding which is based, in whole or in part, on such person's
reliance on the validity of any provision of the Applicable Corporation Law or
these Bylaws, even though it is thereafter determined that such provision was
invalid or otherwise could not have justifiably been relied upon.

     9.04 Procedural Requirements for Determination That Indemnification is
Proper.

          (a)  Written Request for Indemnification. A Director or Officer who
seeks indemnification shall make a written request therefor to the Corporation,
selecting a means for determining his or her right to indemnification as
provided under subsection 9.04(b) hereof.

          (b)  Determination of Indemnification. Within 60 days of receipt by
the Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:

               (i)  by majority vote of a Disinterested Majority if so
designated by the Director or Officer seeking indemnification. If a
Disinterested Majority cannot be obtained, the Director or Officer may designate
that such determination be made by a majority vote of a committee duly appointed
by the Board of Directors and consisting solely of two or more directors not at
the time Parties to the same or related Proceedings. Directors who are Parties
to the same or related Proceedings may participate in the designation of members
of the committee;

                                      -12-



               (ii)   by independent legal counsel if so designated by the
Director or Officer; provided that such counsel shall be mutually selected by
such Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;

               (iii)  by a panel of three arbitrators if so designated by the
Director or Officer, which shall be selected from the panel of arbitrators of
the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or

               (iv)   by a court if so designated by the Director or Officer,
pursuant to and in accordance with the Applicable Corporation Law.

          The results and basis of the determination made hereunder shall be
submitted in writing to the Corporation and the Director or Officer (the
"Indemnity Decision").

          (c)  No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.

          (d)  Payment of Liabilities and Expenses; Waiver of Claims.

               (1)  If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 9.05), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director or Officer is
entitled to indemnification against Liabilities and Expenses incurred in
connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:

          If the Director or Officer sustains Liability for equal dollar amounts
          to a given party or person under two or more Claims arising from the
          same general conduct, transaction or series of events (even though
          divisible for purposes of establishing Liability), one of which would
          require indemnification and the other of which would not, it shall be
          conclusively presumed that the Liability and all Expenses related
          thereto were sustained and incurred solely with respect to the Claim
          for which indemnification is required; and if the Director or Officer
          sustains Liability and Expenses for different dollar amounts to a
          given party or person under two or more Claims arising from the same
          general conduct, transaction or series of events (even though
          divisible for purposes of establishing Liability), one of which would
          require indemnification and the other of which would not, it shall be
          conclusively presumed that the Liability for which indemnification is
          required is the sole Liability up to the dollar amount thereof (the
          "covered Liability") and the Liability for which indemnification is
          not required (the "Non-Covered Liability") is reduced by the amount of
          the Covered Liability (resulting in a "Net Non-Covered Liability") and
          the Expenses shall be apportioned on the basis of the respective
          amounts of the Covered Liability and the Net Non-Covered Liability
          such that the Director or Officer shall be entitled to indemnification

                                      -13-



          for the Covered Liability and the apportioned Expenses attributable to
          such Covered Liability. The foregoing shall apply regardless of
          whether the Claim for the Non-Covered Liability and the resulting
          Expenses in defense thereof occurs prior to or following assertion of
          the Claim for the Covered Liability and regardless of the actual time,
          effort and Expenses involved in defense of the respective Claims.

               (2)  The Corporation waives all right and claims against each
Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

          (e)  Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.

     9.05 Advancement of Expenses.

          (a)  Procedure. Upon written request by a Director or Officer who is a
non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in conduct constituting a Breach of Duty;
(ii) an executed written undertaking by the Director or Officer to repay any
advances made under this Section if it is ultimately determined that the
Director or Officer is not entitled to be indemnified by the Corporation; and
(iii) written evidence of the Expenses incurred.

          (b)  Ability to Repay; Undertaking to be Unsecured. The undertaking
provided in this Section shall be accepted by the Corporation without reference
to the Directors' or Officers' ability to repay the allowance. The undertaking
shall be unsecured and the Director or Officer shall not be required to pay
interest on such amounts prior to a final determination that repayment is
required.

     9.06 Right of Director or Officer to Bring Suit. If an Indemnity Decision
is not issued within the time specified or such Indemnity Decision finds that
the Director or Officer is not entitled to indemnification or the Corporation
fails to make prompt payment pursuant to an Indemnity Decision, or a request for
an advancement of Expenses under Section 9.05 is refused, the Director or
Officer may at any time thereafter bring suit against the Corporation to recover
the unpaid Liability and/or Expense. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement or
Expenses pursuant to the terms of an undertaking, the Director or Officer shall
be entitled to recover the expense of successfully prosecuting or defending such
suit. If the Director or Officer engaged in conduct constituting a Breach of
Duty, such fact: (i) shall be a defense to any claim for indemnification against
the Corporation (except for advancement of Expenses prior to completion of a
Proceeding); and (ii) shall entitle the Corporation to recover all Expenses
advanced prior to completion of the Proceeding pursuant to the terms of the
undertaking once such fact has been established or admitted by the Director or
Officer.

     An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

                                      -14-



     9.07  Permissible Considerations. A Director or Officer, in the discharge
of his or her duties to the Corporation and in making any decision or performing
any other act in such capacity, is not limited to considering only the economic
interests of shareholders in determining what is best for the Corporation, but
may also consider the following: (a) the effects of the action on employees,
suppliers and customers of the Corporation; (b) effects on the community in
which the Corporation operates; and (c) any other factors the Director or
Officer considers pertinent.

     9.08  Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and competent as to the matters presented or as to which
the Director or Officer has no compelling reason to believe is not reliable or
competent; (b) legal counsel, public accountants or other persons as to matters
the Director or Officer believes in good faith are within the person's
professional or expert competence; and (c) information presented to the Board of
Directors by any person, officer, employee or committee of the Board where it is
believed in good faith the report merits confidence or where the Director or
Officer has no compelling reason to believe it does not merit confidence.

     9.09  Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer against any Liability
asserted against or incurred by the individual in any such capacity or arising
out of his status as such, regardless of whether the Corporation is required or
authorized to indemnify such person for Liability or Expenses under this
Article.

     9.10  Severability and Intent. If any provision of this Article shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.

     9.11  Notice to the Corporation. A Director or Officer shall promptly
notify the Corporation in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.

     9.12  Indemnification and Allowance of Expenses of Certain Others.

           (a)  Employee of Authorized Agent. The Board of Directors may, in its
sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.

          (b)   Indemnity Agreements. The Board of Directors, by majority vote
or consent, may authorize the Corporation to enter written indemnity agreements
with: (i) any Director or Officer of the

                                      -15-



Corporation, which may further expand the indemnification rights provided under
these Bylaws or the Applicable Corporation Law; and (ii) any employee or agent
of the Corporation, which may extend to such person the same, greater or lesser
rights of indemnification and reliance as those afforded to Directors and
Officers under this Article.

     9.13  Amendment. This Article may only be altered, amended or repealed by a
vote of not less than two-thirds of the Corporation's outstanding Class A common
stock entitled to vote; provided, however, that the Board of Directors may alter
or amend this Article without such stockholder approval if any such alteration
or amendment is (a) made in order to conform to any amendment or revision of the
Applicable Corporation Law, which (i) expands or permits the expansion of a
Director's or Officer's right to indemnification thereunder; (ii) limits or
eliminates, or permits the limitation or elimination of, the liability of a
Director or Officer; or (iii) is otherwise beneficial to the Directors and
Officers or (b) an alteration or amendment which is otherwise deemed by the
Board of Directors to be an immaterial modification. No amendment of this
Article shall terminate, reduce or impair a Director's or Officer's rights to
indemnification for any act, occurrence or event taking place prior to the
effective date of such amendment and delivery of notice thereof to such Director
or Officer, regardless of when any Claim relating thereto is actually asserted.

     9.14  Nonexclusivity of Article IX. The rights of a Director or Officer
(or any other person) granted under this Article shall not be deemed exclusive
of any other rights to indemnification against Liabilities or allowance of
Expenses which the Director or Officer (or such other person) may be entitled to
under any written agreement, Board of Directors resolution, vote of shareholders
of the Corporation or under the Applicable Corporation Law or otherwise. Nothing
contained in this Article shall be deemed to limit the Corporation's obligations
to indemnify against Liabilities or allow expenses to a Director or Officer
under the Applicable Corporation Law.

     9.15  Transactions with the Corporation. The Board of Directors may from
time to time authorize transactions by Officers, Directors and employees with
the Corporation, and may authorize lending money and granting credit of the
Corporation to or for the use of such Officers, Directors and employees,
providing that the Directors who vote for or assent to the making of a loan to
an Officer or Director of the Corporation shall be jointly and severally liable
to the Corporation for the amount of such loan until full repayment thereof,
unless such Directors shall sustain the burden of proof that such loan was made
for a proper business purpose.

     Any contract or other transaction between the Corporation and one or more
of its Directors, or between the Corporation and any firm of which one or more
of its Directors are members or employees, or in which they are interested, or
between the Corporation and any corporation or association of which one or more
of its Directors are shareholders, members, directors, officers, or employees,
or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director(s) at the meeting of the Board of
Directors of the Corporation which acts upon, or in reference to, such contract
or transaction; and notwithstanding his or their participation in such action,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve or
ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted in calculating the majority
of such quorum necessary to carry such vote. This Section shall not be construed
to invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.

EX-3.11

                                                                    EXHIBIT 3.11

                     JONDEX CORP. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

Article 1.    The name of the corporation shall be: JONDEX CORP.

Article 2.    The period of existence shall be: Perpetual.

Article 3.    The purposes shall be to engage in any lawful activities
              authorized by Chapter 180 of Wisconsin Statutes.

Article 4.    The aggregate number of shares which the corporation shall have
              authority to issue is 2,000 shares, consisting of one class only,
              designated common stock, without par value with the right of the
              Board of Directors to fix the value thereof.

Article 5.    The preferences, limitations, designation, and relative rights of
              each class or series of stock are: None.

Article 6.    The minimum amount of consideration for its shares to be received
              by the corporation before it shall commence business is $1,000.00

Article 7.    Address of registered office is: 23000 Roundy Drive, Pewaukee,
              Wisconsin 53072.

Article 8.    Name of registered agent at such address is: Edward G. Kitz.

Article 9.    The number of directors constituting the initial board of
              directors shall be: seven.

Article 10.   The name and address of incorporator is:

                   NAME                                   ADDRESS
                                                 (number, street and city)

                E.M. Dexter             241 North Broadway
                                        Milwaukee 2, Wisconsin

Article 11.   (other provisions) None

EX-3.12

                                                                    EXHIBIT 3.12

                          AMENDED & RESTATED BY-LAWS OF
                                  JONDEX CORP.

                       ARTICLE I - STOCKHOLDERS' MEETINGS

     1.01  The annual meeting of the stockholders of this Corporation shall be
held in February each year. The day, time and place shall be designated by the
Board of Directors.

     1.02  Special meetings of the stockholders may be called at any time by the
Board of Directors or any number of the stockholders entitled to vote holding of
record together at least twenty-five percent (25%) of the capital stock then
issued and outstanding.

     1.03  All regular stockholders' meetings shall be held in the City of
Milwaukee at such place or places as may be designated from time to time by the
President of this Corporation, and all special .meetings of the stockholders
shall be held in the City of Milwaukee at such place or places as may be
designated in the notice of the holding of said meeting.

     1.04  Notice of the time and place of holding every stockholders' meeting
shall be given by service of a written or printed notice thereof upon each
stockholder of record, or by mailing the same, postage prepaid to his post
office address (as appears upon the books of the company), at least three (3)
days before the time of holding of each such meeting.

     1.05  A quorum of stockholders shall consist of members holding a majority
of the outstanding capital stock of the Corporation, entitled to vote, which
quorum must be present in person or by proxy, at every meeting of the
stockholders to constitute a valid meeting; provided, however, that if a
sufficient number to constitute a quorum do not attend at the time and place
appointed for any meeting, those who do attend may adjourn from time to time
until a meeting is regularly constituted and the Secretary shall promptly notify
those who do not attend of each such adjournment.

     1.06  Stockholders may vote by proxy at any regular or special meeting of
the stockholders; provided, however, that said proxy or proxies are duly filed
with the Secretary of the Corporation at or prior to the date of said meeting.
Any officer, director or stockholder, if thereunto duly authorized in writing,
may act as proxy.

     1.07  The Secretary shall keep a correct and complete record of all
stockholders, meetings and all proceedings of the Corporation which shall be
attested by his signature.

                         ARTICLE II - BOARD OF DIRECTORS

     2.01  Directors. The Board of Directors shall consist of three (3) members.
They shall be chosen annually by the stockholders and shall hold office until
the holding of the regular annual meeting succeeding the election and until
their respective successors are elected and have qualified. In case of a vacancy
in the Board of Directors, or any vacancy created by an increase in the
authorized number of directors, such vacancy shall be filled by the Board, such
appointee to hold office until the next ensuing general election.

                                                                    Page 1 of 10



     2.02  Election of Officers. As soon as may be after their election, the
Board of Directors shall annually choose one of their number President, two Vice
Presidents, Secretary, and Treasurer. The Board of Directors shall also appoint
such other officers and agents of the Corporation as the Board may deem proper,
and the Board may prescribe their duties and compensation.

     2.03  Meeting of The Board. The Board of Directors shall hold a regular
directors meeting immediately following the annual meeting of the stockholders.
Special meetings of the Board may be held at any time upon call of any director.
Notice of all meetings of the Board except the regular meetings shall be mailed
to the members of the Board by the Secretary of the Corporation at least three
(3) days prior to the time of the holding of such meeting; provided, however,
that such notice may be dispensed with if all the directors are present and
consent to the holding of such meeting.

     2.04  The regular meeting of the Board shall be held at the same place
where the annual meeting of the stockholders immediately preceding said
directors' meeting is held. All special meetings of the Directors shall be held
in the City of Milwaukee at such place as shall be designated by the Director
calling the meeting.

     2.05  Quorum. A majority of the Directors of this Corporation convened
according to these By-Laws shall constitute a quorum for the due transaction of
business.

     2.06  Record of Proceedings. The Board shall keep a correct and complete
record of all its proceedings which shall be attested to by the signature of the
Secretary whose duty it shall be to keep such records, and on any question the
names of those voting each way shall be entered on the record of the proceedings
if any number at any time requires it.

                  ARTICLE III - CAPITAL STOCK AND CERTIFICATES

     3.01  Certificates of stock of this Corporation shall be issued under the
direction of the Board of Directors sealed with the corporate seal, and signed
by the President and Secretary.

     3.02  No transfer of stock shall affect the right of the Corporation to pay
any dividend due upon the stock or to treat the holder of record as the holder
in fact, until such transfer is recorded upon the books of the Corporation, or a
new certificate is issued to the person to whom it has been transferred.

     3.03  Stock Book. The Secretary shall keep a stock book containing the
names of all the stockholders of record since the organization of the company,
showing the place of residence, amount of stock of each stockholder respectively
and also the number and designations of each certificate of stock and the
parties by and to whom transferred.

     3.04  The Directors may at any time, by resolution, close the books of
stock transfer for a period not exceeding fifteen (15) days as incident to the
declaring of a dividend, the holding of a stockholders, meeting or for any other
purpose; and no transfer shall be recorded or entitled to record while said
books are so closed.

     3.05  Surrender of Certificates. The stockholder to whom a stock
certificate has been issued shall not be allowed to make any transfer of record
of the shares therein mentioned or any part thereof without delivery of said
certificates to the Corporation for cancellation.

                  ARTICLE IV - BOOKS, RECORDS, STATEMENTS, ETC.

                                                                    Page 2 of 10



     4.01  Books of Account. The Board of Directors shall cause regular, full
and correct books of account to be kept and to be settled and balanced at least
once in every year. The principal books of account of this Corporation,
including its stock book, shall be kept at its principal office and shall at all
reasonable times be opened to the inspection of the stockholders.

                         ARTICLE V - DUTIES OF OFFICERS

     5.01  The principal duties of the President shall be to preside at all
meetings of the Board of Directors and he shall have the general supervision of
the affairs of the Corporation.

     5.02  The principal duties of the Vice Presidents shall be to discharge the
duties of the President in the event of his absence or disability, for any cause
whatever.

     5.03  The principal duties of the Secretary shall be to countersign all
deeds, leases and conveyances executed by the Corporation, affix the seal of the
Corporation thereto, and to such other papers as shall be required or directed
to be sealed; to keep a record of the proceedings of the Board of Directors; and
to safely and systematically keep all books, papers, records and documents
belonging to the Corporation, or in any wise pertaining to the business thereof.

     5.04  The principal duties of the Treasurer shall be to keep and account
for all moneys, credits and property, of any and every nature, of the
Corporation, which shall come into his hands; to keep an accurate account of all
moneys received and disbursed, and proper vouchers for moneys disbursed; and to
render such accounts, statements and inventories of moneys received and
disbursed, and of money and property on hand, and generally of all matters
pertaining to this office, as shall be required by the Board of Directors.

     5.05  Any plurality of said offices may be held by the same person except
that the same person may not be both President and Vice President or both
President and Secretary.

     5.06 All funds of the Corporation are to be placed in such bank or banks
and are to be disbursed in such manner as may be determined from time to time by
the Board of Directors of this Corporation.

                             ARTICLE VI -AMENDMENTS

     6.01  These By-Laws may be amended at any time by the Board of Directors of
this Corporation or by stockholders entitled to vote and owning of record at
least two-thirds (2/3rds) of the outstanding capital stock of this Corporation
entitled to vote.

                      ARTICLE VII - OFFICERS AND DIRECTORS
             LIABILITY AND INDEMNITY; TRANSACTIONS WITH CORPORATION

     7.01. Definitions Applicable to Article VII.

           (a) "Applicable Corporate Law" shall mean those statutes comprising
the general corporation law of the jurisdiction in which the Corporation is
incorporated, as amended from time to time.

           (b) "Breach of Duty" shall mean conduct of a Director or Officer
constituting any one or more of the following:

                                                                    Page 3 of 10





               (1)  A willful failure to deal fairly with the Corporation or its
stockholders in connection with a matter in which the Director or Officer has a
material conflict of interest.

               (2)  A violation of criminal law, unless the Director or Officer
had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

               (3)  A transaction from which the Director or Officer derived an
improper personal profit.

               (4)  Willful misconduct.

               (5)  With respect to any matter or decision being considered by
the Board of Directors or any other officer, such Director or Officer
intentionally or recklessly;

                    (i)    makes any untrue statement or disclosure to the Board
or other Officer of known material information; or

                    (ii)   omits to state or otherwise disclose to the Board or
other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or

                    (iii)  omits to state or otherwise disclose to the Board or
other Officer known material information which is (or reasonably should be)
known to the Director or Officer to be relevant to the matter or decision under
consideration, regardless of whether or not such information is specifically
requested by the Board or other Officer.

          (c)  "Claim" means any threatened or asserted claim or cause of action
involving actual or potential liability of a Director or Officer arising from
any act or omission of such person alleged or determined to have been negligent,
grossly negligent or intentionally tortious or to have violated any state or
federal securities laws (including any rule or regulation thereunder) or the
Employee Retirement Income Security Act of 1974 or any other foreign, federal,
state or local law, rule or regulation which is asserted or brought by or in the
right of the Corporation or by any governmental authority or any other person or
entity.

          (d)  "Director or Officer" means any of the following:

               (1)  A natural person who is or was: (i) a director (elected or
appointed by the stockholders or Board of Directors); or (ii) an officer
(elected or appointed by the Board of Directors) of the Corporation; or (iii) a
Trustee.

               (2)  A natural person who, while such a director or officer of
the Corporation, is or was serving either pursuant to the Corporation's specific
request or as a result of the nature of such person's duties to the Corporation
as a director, officer, partner, trustee, member of any governing or decision
making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.

               (3)  A natural person who, while such a director or officer of
the Corporation, is or was serving an employee benefit plan because his or her
duties to the Corporation also impose duties on, or otherwise involve services
by, the person to the plan or to participants in or beneficiaries of the plan.

                                                                    Page 4 of 10



               (4)  Unless the context requires otherwise, the estate or
personal representative of any such director, officer or Trustee.

          This term is not intended to include any person who holds a position
of title of Vice President or other apparent office without formal election or
appointment by the Board of Directors.

          (e)  "Disinterested Majority" shall mean a majority of the Board of
Directors of the Corporation who are not Parties to the subject Proceeding or
any related Proceeding.

          (f)  "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

          (g)  "Liability" includes the obligation to pay any sums or perform
any acts pursuant to a settlement, penalty, assessment, forfeiture, fine, or
judgment, including (without limitation) any excise tax assessed with respect to
any employee benefit plan, punitive damages, costs, and expenses.

          (h)  "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

          (i)  "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit, arbitration or other
proceeding of any kind, whether formal or informal, in which a Claim is or may
be asserted against a Director or Officer or in which the Director or Officer is
a witness.

     7.02 Director and Officer Liability Limitations.

          (a)  No Director or Officer shall be liable to the Corporation, its
shareholders or any person asserting rights on behalf of the Corporation or its
shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or other tortious or otherwise culpable conduct, unless
the person asserting liability proves that the breach or failure to perform
constitutes a Breach of Duty or conduct for which the Director is liable under
Section 180.0828 of the Wisconsin Business Corporation Law. In addition to and
not in limitation of the foregoing, no Director or Officer shall have any
liability for acts or omissions constituting business judgment within the
business judgment rule.

          (b)  The provisions of this Section 7.02 shall not be exclusive of any
other defenses such a Director or Officer may have with respect to any Claim
asserting a Liability.

          (c)  The Board of Directors (by majority vote or consent) may grant
similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.

     7.03 Mandatory Indemnification.

          (a)  Indemnification for Expenses. The Corporation shall indemnify a
Director or Officer for all Expenses incurred (i) in the successful defense of
any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as a
non-Party witness in any Proceeding.

                                                                    Page 5 of 10



          (b) Indemnification for Liability and Expenses. The Corporation shall
indemnify a Director or Officer for all Liability and Expenses with respect to
any Claim against such person in a Proceeding to which such person was a Party
because he or she is or was a Director or Officer, unless such Liability and
Expenses were incurred because the Director or Officer is determined to have
engaged in conduct constituting a Breach of Duty.

          (c) Indemnification Exclusion for Collateral Sources. Notwithstanding
the foregoing provision of this Section 7.03, indemnification shall not be
required for any Liability or Expenses to the extent the same have been paid or
are covered under any collectible insurance policy or are otherwise paid or
reimbursed by any third party under a legal or contractual obligation to do so.

          (d) Reliance on Applicable Corporation Law or Bylaw. Without intending
to limit the generality of the indemnification rights provided under subsections
7.03(a) and (b) above, the Corporation shall indemnify a Director or Officer for
all Liability and Expenses with respect to any Claim against such person in a
Proceeding which is based, in whole or in part, on such person's reliance on the
validity of any provision of the Applicable Corporation Law or these Bylaws,
even though it is thereafter determined that such provision was invalid or
otherwise could not have justifiably been relied upon.

     7.04 Procedural Requirements for Determination That Indemnification is
Proper.

          (a) Written Request for Indemnification. A Director or Officer who
seeks indemnification shall make a written request therefor to the Corporation,
selecting a means for determining his or her right to indemnification as
provided under subsection 7.04(b) hereof.

          (b) Determination of Indemnification. Within 60 days of receipt by the
Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:

              (1)  by majority vote of a Disinterested Majority if so designated
by the Director or Officer seeking indemnification. If a Disinterested Majority
cannot be obtained, the Director or Officer may designate that such
determination be made by a majority vote of a committee duly appointed by the
Board of Directors and consisting solely of two or more directors not at the
time Parties to the same or related Proceedings. Directors who are Parties to
the same or related Proceedings may participate in the designation of members of
the committee;

              (2)  by independent legal counsel if so designated by the Director
or Officer; provided that such counsel shall be mutually selected by such
Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;

              (3)  by a panel of three arbitrators if so designated by the
Director or Officer, which shall be selected from the panel of arbitrators of
the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or

                                                                    Page 6 of 10



               (4)  by a court if so designated by the Director or Officer,
pursuant to and in accordance with the Applicable Corporation Law.

          The results and basis of the determination made hereunder shall be
submitted in writing to the Corporation and the Director or Officer (the
"Indemnity Decision").

          (c)  No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.

          (d)  Payment of Liabilities and Expenses; Waiver of Claims.

               (1)  If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 7.05), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director or Officer is
entitled to indemnification against Liabilities and Expenses incurred in
connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:

                    If the Director or Officer sustains Liability for equal
          dollar amounts to a given party or person under two or more Claims
          arising from the same general conduct, transaction or series of events
          (even though divisible for purposes of establishing Liability), one of
          which would require indemnification and the other of which would not,
          it shall be conclusively presumed that the Liability and all Expenses
          related thereto were sustained and incurred solely with respect to the
          Claim for which indemnification is required; and if the Director or
          Officer sustains Liability and Expenses for different dollar amounts
          to a given party or person under two or more Claims arising from the
          same general conduct, transaction or series of events (even though
          divisible for purposes of establishing Liability), one of which would
          require indemnification and the other of which would not, it shall be
          conclusively presumed that the Liability for which indemnification is
          required is the sole Liability up to the dollar amount thereof (the
          "covered Liability") and the Liability for which indemnification is
          not required (the "Non-Covered Liability") is reduced by the amount of
          the Covered Liability (resulting in a "Net Non-Covered Liability") and
          the Expenses shall be apportioned on the basis of the respective
          amounts of the Covered Liability and the Net Non-Covered Liability
          such that the Director or Officer shall be entitled to indemnification
          for the Covered Liability and the apportioned Expenses attributable to
          such Covered Liability. The foregoing shall apply regardless of
          whether the Claim for the Non-Covered Liability and the resulting
          Expenses in defense thereof occurs prior to or following assertion of
          the Claim for the Covered Liability and regardless of the actual time,
          effort and Expenses involved in defense of the respective Claims.

          (2) The Corporation waives all right and claims against each Director
and Officer for indemnification which may otherwise exist or arise under common
law principles for Liabilities and/or Expenses incurred by the Corporation as a
result of the negligence or alleged negligence of the Director or Officer,
except in instances where such Liabilities and/or Expenses are incurred as a
result of activities by the Director or Officer constituting a Breach of Duty.

                                                                    Page 7 of 10



          (e) Binding Effect. An Indemnity Decision finding that indemnification
is required hereunder shall be binding upon the Corporation, unless unsupported
by any credible or resulting from a clearly erroneous application of substantive
law.

     7.05 Advancement of Expenses.

          (a) Procedure. Upon written request by a Director or Officer who is a
non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in conduct constituting a Breach of Duty;
(ii) an executed written undertaking by the Director or Officer to repay any
advances made under this Section if it is ultimately determined that the
Director or Officer is not entitled to be indemnified by the Corporation; and
(iii) written evidence of the Expenses incurred.

          (b) Ability to Repay; Undertaking to be Unsecured. The undertaking
provided in this Section shall be accepted by the Corporation without reference
to the Directors' or Officers' ability to repay the allowance. The undertaking
shall be unsecured and the Director or Officer shall not be equired to pay
interest on such amounts prior to a final determination that repayment is
required.

     7.06 Right of Director or Officer to Bring Suit. If an Indemnity Decision
is not issued within the time specified or such Indemnity Decision finds that
the Director or Officer is not entitled to indemnification or the Corporation
fails to make prompt payment pursuant to an Indemnity Decision, or a request for
an advancement of Expenses under Section 7.05 is refused, the Director or
Officer may at any time thereafter bring suit against the Corporation to recover
the unpaid Liability and/or Expense. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement or
Expenses pursuant to the terms of an undertaking, the Director or Officer shall
be entitled to recover the expense of successfully prosecuting or defending such
suit. If the Director or Officer engaged in conduct constituting a Breach of
Duty, such fact: (i) shall be a defense to any claim for indemnification against
the Corporation (except for advancement of Expenses prior to completion of a
Proceeding); and (ii) shall entitle the Corporation to recover all Expenses
advanced prior to completion of the Proceeding pursuant to the terms of the
undertaking once such fact has been established or admitted by the Director or
Officer.

     An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

     7.07 Permissible Considerations. A Director or Officer, in the discharge of
his or her duties to the Corporation and in making any decision or performing
any other act in such capacity, is not limited to considering only the economic
interests of shareholders in determining what is best for the Corporation, but
may also consider the following: (a) the effects of the action on employees,
suppliers and customers of the Corporation; (b) effects on the community in
which the Corporation operates; and (c) any other factors the Director or
Officer considers pertinent.

                                                                    Page 8 of 10



     7.08  Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and competent as to the matters presented or as to which
the Director or Officer has no compelling reason to believe is not reliable or
competent; (b) legal counsel, public accountants or other persons as to matters
the Director or Officer believes in good faith are within the person's
professional or expert competence; and (c) information presented to the Board of
Directors by any person, officer, employee or committee of the Board where it is
believed in good faith the report merits confidence or where the Director or
Officer has no compelling reason to believe it does not merit confidence.

     7.09  Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer against any Liability
asserted against or incurred by the individual in any such capacity or arising
out of his status as such, regardless of whether the Corporation is required or
authorized to indemnify such person for Liability or Expenses under this
Article.

     7.10  Severability and Intent. If any provision of this Article shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.

     7.11  Notice to the Corporation. A Director or Officer shall promptly
notify the Corporation in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.

     7.12  Indemnification and Allowance of Expenses of Certain Others.

           (a) Employee of Authorized Agent. The Board of Directors may, in its
sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.

           (b) Indemnity Agreements. The Board of Directors, by majority vote or
consent, may authorize the Corporation to enter written indemnity agreements
with: (i) any Director or Officer of the Corporation, which may further expand
the indemnification rights provided under these Bylaws or the Applicable
Corporation Law; and (ii) any employee or agent of the Corporation, which may
extend to such person the same, greater or lesser rights of indemnification and
reliance as those afforded to Directors and Officers under this Article.

     7.13  Amendment. This Article may only be altered, amended or repealed by a
vote of not less than two-thirds of the Corporation's outstanding Class A common
stock entitled to vote; provided,

                                                                    Page 9 of 10



however, that the Board of Directors may alter or amend this Article without
such stockholder approval if any such alteration or amendment is (a) made in
order to conform to any amendment or revision of the Applicable Corporation Law,
which (i) expands or permits the expansion of a Director's or Officer's right to
indemnification thereunder; (ii) limits or eliminates, or permits the limitation
or elimination of, the liability of a Director or Officer; or (iii) is otherwise
beneficial to the Directors and Officers or (b) an alteration or amendment which
is otherwise deemed by the Board of Directors to be an immaterial modification.
No amendment of this Article shall terminate, reduce or impair a Director's or
Officer's rights to indemnification for any act, occurrence or event taking
place prior to the effective date of such amendment and delivery of notice
thereof to such Director or Officer, regardless of when any Claim relating
thereto is actually asserted.

     7.14 Nonexclusivity of Article VII. The rights of a Director or Officer (or
any other person) granted under this Article shall not be deemed exclusive of
any other rights to indemnification against Liabilities or allowance of Expenses
which the Director or Officer (or such other person) may be entitled to under
any written agreement, Board of Directors resolution, vote of shareholders of
the Corporation or under the Applicable Corporation Law or otherwise. Nothing
contained in this Article shall be deemed to limit the Corporation's obligations
to indemnify against Liabilities or allow expenses to a Director or Officer
under the Applicable Corporation Law.

     7.15 Transactions with the Corporation. The Board of Directors may from
time to time authorize transactions by Officers, Directors and employees with
the Corporation, and may authorize lending money and granting credit of the
Corporation to or for the use of such Officers, Directors and employees,
providing that the Directors who vote for or assent to the making of a loan to
an Officer or Director of the Corporation shall be jointly and severally liable
to the Corporation for the amount of such loan until full repayment thereof,
unless such Directors shall sustain the burden of proof that such loan was made
for a proper business purpose.

     Any contract or other transaction between the Corporation and one or more
of its Directors, or between the Corporation and any firm of which one or more
of its Directors are members or employees, or in which they are interested, or
between the Corporation and any corporation or association of which one or more
of its Directors are shareholders, members, directors, officers, or employees,
or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director(s) at the meeting of the Board of
Directors of the Corporation which acts upon, or in reference to, such contract
or transaction; and notwithstanding his or their participation in such action,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve or
ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted in calculating the majority
of such quorum necessary to carry such vote. This Section shall not be construed
to invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.

                                                                   Page 10 of 10

EX-3.13

                                                                    EXHIBIT 3.13

                    KEE TRANS, INC. ARTICLES OF INCORPORATION
  (Composite including all amendments and restatements through July 31, 2002)

Article 1.      The name of the corporation is:  KEE TRANS, INC.

Article 2.      The period of existence shall be:  Perpetual.

Article 3.      The purposes shall be to engage in any lawful activities
                authorized by Chapter 180 of the Wisconsin Statutes.

Article 4.      The number of shares which it shall have authority to issue,
                itemized by classes, par value of shares, shares without par
                value, and series, if any, with a class, is:


                             Series                             Par value per share or statement
                  Class     (if any)      Number of Shares     that shares are without par value
                  -----     --------      ----------------     ---------------------------------
                                                      
                 Common                        2,800                      no par value


Article 5.      The preferences, limitation, designation, and relative rights of
                each class or series of stock are:  None.

Article 6.      The registered office address is 23000 Roundy Drive, Pewaukee,
                WI 53072.

Article 7.      Name of the registered agent at such address is: Edward G. Kitz.

Article 8.      The number of directors constituting the board of directors
                shall be fixed by by-law.

Article 9.      The names of the initial directors are:  John R. Dickson,
                Terrance Kapron, Robert D. Ranus, Robert G. Turcott.

Article 10.     Indemnification Of Directors, Officers And Representatives:

                Each director, each officer and each other person who may have
                acted as representative of the company at its request, and his
                heirs, executors and administrators, shall be indemnified by the
                company against any costs and expenses, including counsel fees,
                reasonably incurred in connection with any civil, criminal,
                administrative or other claim, action, suit or proceeding in
                which he or they may become involved or with which he or they
                may be threatened, by reason of his being or having been a
                director or officer of the company or by reason of his serving
                or having served any corporation, trust, committee, firm or
                other organization as director, officer, employee, trustee,
                member or otherwise at the request of the company, and against
                any payments in settlement of any such claim, action, suit or
                proceeding or in satisfaction of any related judgment, fine or
                penalty, except costs, expenses or payments in relation to any
                matter as to which he shall be finally adjudged derelict in the
                performance of his duties to the company, or in relation to any
                matter as to which there has been no adjudication



                with respect to his performance of his duties to the company
                unless the company shall receive an opinion form independent
                counsel that the director, officer or representative has not so
                been derelict. In the case of criminal action, suit or
                proceeding, a conviction of judgment (whether after trial or
                based on a plea of guilty or nolo contendere or its equivalent)
                shall not be deemed an adjudication that the director, officer
                or representative was derelict in the performance of his duties
                to the company if he acted in good faith in what he considered
                to be the best interests of the company and with no reasonable
                cause to believe the action was illegal. The foregoing right of
                indemnification shall not be exclusive of other rights to which
                directors, officers and others may be entitled as a matter of
                law or otherwise.

Article 11.     These articles may be amended in the manner authorized by law at
                the time of amendment.

Article 12.     The name and address of incorporator is: Robert G. Turcott,
                23000 Roundy Drive, Pewaukee, WI 53072.

                                       2

EX-3.14

                                                                    EXHIBIT 3.14

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                 KEE TRANS, INC.

                                 INTRODUCTION--
                               VARIABLE REFERENCES

         0.01. Date of annual shareholders' meeting (See Section 2.01):

 3:00 p.m.            First          Thursday           April          1988
- ----------            -----          --------           -----
(Hour)               (Week)           (Day)             (Month)     (First year)

*
      0.02. Required notice of shareholders' meeting (See Section 2.04): not
      less than 7 days.

*
      0.03. Authorized number of directors (See Section 3.01):    3
                                                               -------
*
      0.04. Required notice of directors' meetings (See Section 3.05):

*
       (a)     not less than 72 hours if by mail, and

*
       (b)     not less than 24 hours if by telegram or personal delivery.

*
      0.05. Authorized number of Vice-Presidents (See Section 4.01):    2
                                                                     -------
*

*  These spaces are reserved for official notation of future amendments to these
sections.



                               ARTICLE I. OFFICES

     1.01. Principal and Business Offices. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

     1.02. Registered Office. The registered office of the corporation required
by the Wisconsin Business Corporation Law to be maintained in the State of
Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors or by the registered agent. The business
office of the registered agent of the corporation shall be identical to such
registered office.

                            ARTICLE II. SHAREHOLDERS

     2.01. Annual Meeting. The annual meeting of the shareholders shall be held
at the date and hour in each year set forth in Section 0.01, or at such other
time and date within thirty days before or after said date as may be fixed by or
under the authority of the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Wisconsin, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated
herein, or fixed as herein provided, for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
conveniently may be.

     2.02. Special Meeting. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or the Board of Directors or by the person designated in the
written request of the holders of not less than one-tenth of all shares of the
corporation entitled to vote at the meeting.

     2.03. Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Wisconsin, as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Wisconsin, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
business office of the corporation in the State of Wisconsin or such other
suitable place in the county of such principal office as may be designated by
the person calling such meeting, but any meeting may be adjourned to reconvene
at any place designated by vote of a majority of the shares represented thereat.

     2.04. Notice of Meeting. Written notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than the number of days set
forth in Section 0.02 (unless a longer period is required by law or the articles
of incorporation) nor more than fifty days before the date of the meeting,
either personally or by mail, by or at the direction of the President, or the
Secretary, or other officer or persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the shareholder at his address as it appears on the stock record books of the
corporation, with postage thereon prepaid.

     2.05. Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, fifty days. If the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books

                                       -1-



shall be closed for at least ten days immediately preceding such meeting. In
lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty days and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend, the
close of business on the date on which notice of the meeting is mailed or on the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall be applied to any adjournment thereof except where the
determination has been made through the closing of the stock transfer books and
the stated period of closing has expired.

     2.06. Voting Records. The officer or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete record of the shareholders entitled to vote at
such meeting, or any adjournment thereof, with the address of and the number of
shares held by each. Such record shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such record or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.

     2.07. Quorum. Except as otherwise provided in the articles of
incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum
is present, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
shareholders unless the vote of a greater number or voting by classes is
required by law or the articles of incorporation. Though less than a quorum of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

     2.08. Conduct of Meetings. The President, and in his absence, a
Vice-President in the order provided under Section 4.06, and in their absence,
any person chosen by the shareholders present shall call the meeting of the
shareholders to order and shall act as chairman of the meeting, and the
Secretary of the corporation shall act as secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.

     2.09. Proxies. At all meetings of shareholders, a shareholder entitled to
vote may vote in person or by proxy appointed in writing by the shareholder or
by his duly authorized attorney in fact. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. Unless
otherwise provided in the proxy, a proxy may be revoked at any time before it is
voted, either by written notice filed with the Secretary or the acting secretary
of the meeting or by oral notice given by the shareholder to the presiding
officer during the meeting. The presence of a shareholder who has filed his
proxy shall not of itself constitute a revocation. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy. The Board of Directors shall have the power and authority to make rules
establishing presumptions as to the validity and sufficiency of proxies.

                                       -2-



     2.10. Voting of Shares. Each outstanding share shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any class or classes are
enlarged, limited or denied by the articles of incorporation.

     2.11. Voting of Shares by Certain Holders.

     (a)   Other Corporations. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the president of such
corporation or any other officer appointed by such president. A proxy executed
by any principal officer of such other corporation or assistant thereto shall be
conclusive evidence of the signer's authority to act, in the absence of express
notice to this corporation, given in writing to the Secretary of this
corporation, of the designation of some other person by the board of directors
or the by-laws of such other corporation.

     (b)   Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy, receiver,
or assignee for creditors may be voted by him, either in person or by proxy,
without a transfer of such shares into his name, provided that there is filed
with the Secretary before or at the time of meeting proper evidence of his
incumbency and the number of shares held. Shares standing in the name of a
fiduciary may be voted by him, either in person or by proxy. A proxy executed by
a fiduciary, shall be conclusive evidence of the signer's authority to act, in
the absence of express notice to this corporation, given in writing to the
Secretary of this corporation, that such manner of voting is expressly
prohibited or otherwise directed by the document creating the fiduciary
relationship.

     (c)   Pledges. A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

     (d)   Treasury Stock and Subsidiaries. Neither treasury shares, nor shares
held by another corporation if a majority of the shares entitled to vote for the
election of directors of such other corporation is held by this corporation,
shall be voted at any meeting or counted in determining the total number of
outstanding shares entitled to vote, but shares of its own issue held by this
corporation in a fiduciary capacity, or held by such other corporation in a
fiduciary capacity, may be voted and shall be counted in determining the total
number of outstanding shares entitled to vote.

     (e)   Minors. Shares held by a minor may be voted by such minor in person
or by proxy and no such vote shall be subject to disaffirmance or avoidance,
unless prior to such vote the Secretary of the corporation has received written
notice or has actual knowledge that such shareholder is a minor.

     (f)   Incompetents and Spendthrifts. Shares held by an incompetent or
spendthrift may be voted by such incompetent or spendthrift in person or by
proxy and no such vote shall be subject to disaffirmance or avoidance, unless
prior to such vote the Secretary of the corporation has actual knowledge that
such shareholder has been adjudicated an incompetent or spendthrift or actual
knowledge of filing of judicial proceedings for appointment of a guardian.

     (g)   Joint Tenants. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be voted in
person or by proxy signed by any one or more of such individuals if either (i)
no other such individual or his legal representative is present and claims the
right to participate in the voting of such shares or prior to the vote files
with the Secretary of the corporation a contrary written voting authorization or
direction or written denial of authority of the individual present or signing
the proxy proposed to be voted or (ii) all such other individuals are deceased
and the Secretary of the corporation has no actual knowledge that the survivor
has been adjudicated not to be the successor to the interests of those deceased.

     2.12. Waiver of Notice by Shareholders. Whenever any notice whatever is
required to be given to any shareholder of the corporation under the articles of
incorporation or by-laws or any provision of law, a waiver

                                       -3-



thereof in writing, signed at any time, whether before or after the time of
meeting, by the shareholder entitled to such notice, shall be deemed equivalent
to the giving of such notice; provided that such waiver in respect to any matter
of which notice is required under any provision of the Wisconsin Business
Corporation Law, shall contain the same information as would have been required
to be included in such notice, except the time and place of meeting.

     2.13. Unanimous Consent without Meeting. Any action required or permitted
by the articles of incorporation or by-laws or any provision of law to be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

                         ARTICLE III. BOARD OF DIRECTORS

     3.01. General Powers and Number. The business and affairs of the
corporation shall be managed by its Board of Directors. The number of directors
of the corporation shall be as provided in Section 0.03.

     3.02. Tenure and Qualifications. Each director shall hold office until the
next annual meeting of shareholders and until his successor shall have been
elected, or until his prior death, resignation or removal. A director may be
removed from office by affirmative vote of a majority of the outstanding shares
entitled to vote for the election of such director, taken at a meeting of
shareholders called for that purpose. A director may resign at any time by
filing his written resignation with the Secretary of the corporation. Directors
need not be residents of the State of Wisconsin or shareholders of the
corporation.

     3.03. Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this by-law immediately after the annual
meeting of shareholders, and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at such
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the State of Wisconsin, for the holding
of additional regular meetings without other notice than such resolution.

     3.04. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President, Secretary or any two directors.
The President or Secretary calling any special meeting of the Board of Directors
may fix any place, either within or without the State of Wisconsin, as the place
for holding any special meeting of the Board of Directors called by them, and if
no other place is fixed the place of meeting shall be the principal business
office of the corporation in the State of Wisconsin.

     3.05. Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given by
written notice delivered personally or mailed or given by telegram to each
director at his business address or at such other address as such director shall
have designated in writing filed with the Secretary, in each case not less than
that number of hours prior thereto as set forth in Section 0.04. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Whenever any notice whatever is required to be given to any
director of the corporation under the articles of incorporation or by-laws or
any provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the director entitled to such notice,
shall be deemed equivalent to the giving of such notice. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

                                       -4-



     3.06.  Quorum. Except as otherwise provided by law or by the articles of
incorporation or these by-laws, a majority of the number of directors as
provided in Section 0.03 shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but a majority of the
directors present (though less than such quorum) may adjourn the meeting from
time to time without further notice.

     3.07.  Manner of Acting. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by law or by the
articles of incorporation of these by-laws.

     3.08.  Conduct of Meetings. The President, and in his absence, a
Vice-President in the order provided under Section 4.06, and in their absence,
any director chosen by the directors present, shall call meetings of the Board
of Directors to order and shall act as chairman of the meeting. The Secretary of
the corporation shall act as secretary of all meetings of the Board of
Directors, but in the absence of the Secretary, the presiding officer may
appoint any Assistant Secretary or any director or other person present to act
as secretary of the meeting.

     3.09.  Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the directors then in office, though less than a quorum of the Board
of Directors; provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the shareholders shall have the right to
fill such vacancy at the same meeting or any adjournment thereof.

     3.10.  Compensation. The Board of Directors, by affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits or payments, to directors, officers and employes
and to their estates, families, dependents or beneficiaries on account of prior
services rendered by such directors, officers and employes to the corporation.

     3.11.  Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors or a committee thereof of which he is a
member at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

     3.12.  Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the number of directors as provided in Section
0.03 may designate one or more committees, each committee to consist of three or
more directors elected by the Board of Directors, which to the extent provided
in said resolution as initially adopted, and as thereafter supplemented or
amended by further resolution adopted by a like vote, shall have and may
exercise, when the Board of Directors is not in session, the powers of the Board
of Directors in the management of the business and affairs of the corporation,
except action in respect to dividends to shareholders, election of the principal
officers or the filling of vacancies in the Board of Directors or committees
created pursuant to this section. The Board of Directors may elect one or more
of its members as alternate members of any such committee who may take the place
of any absent member or members at any meeting of such committee, upon request
by the President or upon request by the chairman of such meeting. Each such
committee shall fix its own rules

                                       -5-



governing the conduct of its activities and shall make such reports to the Board
of Directors of its activities as the Board of Directors may request.

     3.13.  Unanimous Consent without Meeting. Any action required or permitted
by the articles of incorporation or by-laws or any provision of law to be taken
by the Board of Directors at a meeting or by resolution may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors then in office.

                              ARTICLE IV. OFFICERS

     4.01.  Number. The principal officers of the corporation shall be a
President, the number of Vice-Presidents as provided in Section 0.05, a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be deemed necessary
may be elected or appointed by the Board of Directors. Any two or more offices
may be held by the same person, except the offices of President and Secretary
and the offices of President and VicePresident.

     4.02.  Election and Term of Office. The officers of the corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected or until his prior death, resignation or removal.

     4.03.  Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.

     4.04.  Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

     4.05.  President. The President shall be the principal executive officer of
the corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors. He shall have authority, subject to such rules as
may be prescribed by the Board of Directors, to appoint such agents and employes
of the corporation as he shall deem necessary, to prescribe their powers, duties
and compensation, and to delegate authority to them. Such agents and employes
shall hold office at the discretion of the President. He shall have authority to
sign, execute and acknowledge, on behalf of the corporation, all deeds,
mortgages, bonds, stock certificates, contracts, leases, reports and all other
documents or instruments necessary or proper to be executed in the course of the
corporation's regular business, or which shall be authorized by resolution of
the Board of Directors; and, except as otherwise provided by law or the Board of
Directors, he may authorize any Vice-President or other officer or agent of the
corporation to sign, execute and acknowledge such documents or instruments in
his place and stead. In general he shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time.

     4.06.  The Vice-Presidents. In the absence of the President or in the event
of his death, inability or refusal to act, or in the event for any reason it
shall be impracticable for the President to act personally, the Vice-President
(or in the event there be more than one Vice-President, the Vice-Presidents in
the order designated by the Board of Directors, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice-President may sign, with
the Secretary or Assistant Secretary, certificates for shares of the
corporation; and shall perform such other duties and have

                                       -6-



such authority as from time to time may be delegated or assigned to him by the
President or by the Board of Directors. The execution of any instrument of the
corporation by any Vice-President shall be conclusive evidence, as to third
parties, of his authority to act in the stead of the President.

     4.07.  The Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep or arrange for
the keeping of a register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (e) sign with the
President, or a Vice-President, certificates for shares of the cor oration, the
issuance of which shall have been authorized by resolution of the Board of
Directors; f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to him by the President or by the Board of
Directors.

     4.08.  The Treasurer. The Treasury shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Section 5.04; and (c) in general perform all of the
duties incident to the office of Treasurer and have such other duties and
exercise such other authority as from time to time may be delegated or assigned
to him by the President or by the Board of Directors. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.

     4.09.  Assistant Secretaries and Assistant Treasurers. There shall be such
number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice-President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.

     4.10.  Other Assistants and Acting Officers. The Board of Directors shall
have the power to appoint any person to act as assistant to any officer, or as
agent for the corporation in his stead, or to perform the duties of such officer
whenever for any reason it is impracticable for such officer or other agent so
appointed by the Board of Directors shall have the power to perform all the
duties of the office to which he is so appointed to be assistant, or as to which
he is so appointed to act, except as such power may be otherwise defined or
restricted by the Board of Directors.

     4.11.  Salaries. The salaries of the principal officers shall be fixed from
time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.

                     ARTICLE V. CONTRACTS, LOANS, CHECKS AND
                        DEPOSITS; SPECIAL CORPORATE ACTS

     5.01.  Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the

                                       -7-



corporation, and such authorization may be general or confined to specific
instances. In the absence of other designation, all deeds, mortgages and
instruments of assignment or pledge made by the corporation shall be executed in
the name of the corporation by the President or one of the Vice-Presidents and
by the Secretary, an Assistant Secretary, the Treasurer or an Assistant
Treasurer; the Secretary or an Assistant Secretary, when necessary or required,
shall affix the corporate seal thereto; and when so executed no other party to
such instrument or any third party shall be required to make any inquiry into
the authority of the signing officer or officers.

     5.02.  Loans. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

     5.03.  Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.

     5.04.  Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

     5.05.  Voting of Securities Owned by this Corporation. Subject always to
the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation if he be present, or in his
absence by any Vice-President of this corporation who may be present, and (b)
whenever, in the judgment of the President, or in his absence, of any
Vice-President, it is desirable for this corporation to execute a proxy or
written consent in respect to any shares or other securities issued by any other
corporation and owned by this corporation, such proxy or consent shall be
executed in the name of this corporation by the President or one of the
Vice-Presidents of this corporation, without necessity of any authorization by
the Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     6.01.  Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the President or
a Vice-President and by the Secretary or an Assistant Secretary. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall
b(degree) issued until the former certificate for a like number of shares shall
have been surrendered and cancelled, except as provided in Section 6.06.

     6.02.  Facsimile Signatures and Seal. The seal of the corporation on any
certificates for shares may be a facsimile. The signatures of the President or
Vice-President and the Secretary or Assistant Secretary upon a certificate may
be facsimiles if the certificate is manually signed on behalf of a transfer
agent, or a registrar, other than the corporation itself or an employee of the
corporation.

                                       -8-



     6.03.  Signature by Former Officers. In case any officer, who has signed or
whose facsimile signature has been placed upon any certificate for shares, shall
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer at the
date of its issue.

     6.04.  Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to have and exercise all the rights and power of an
owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the corporation had no duty to inquire into adverse claims
or has discharged any such duty. The corporation may require reasonable
assurance that said endorsements are genuine and effective and compliance with
such other regulations as may be prescribed by or under the authority of the
Board of Directors.

     6.05.  Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

     6.06.  Lost, Destroyed or Stolen Certificates. Where the owner claims that
his certificate for shares has been lost, destroyed or wrongfully taken, a new
certificate shall be issued in place thereof if the owner (a) so requests before
the corporation has notice that such shares have been acquired by a bona fide
purchaser, and (b) files with the corporation a sufficient indemnity bond, and
(c) satisfies such other reasonable requirements as may be prescribed by or
under the authority of the Board of Directors.

     6.07.  Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation. When payment of the consideration for which shares are to be issued
shall have been received by the corporation, such shares shall be deemed to be
fully paid and nonassessable by the corporation. No certificate shall be issued
for any share until such share is fully paid.

     6.08.  Stock Regulations. The Board of Directors shall have the power and
authority to make all such further rules and regulations not inconsistent with
the statutes of the State of Wisconsin as it may deem expedient concerning the
issue, transfer and registration of certificates representing shares of the
corporation.

                                ARTICLE VII. SEAL

     7.01.  The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the `name of the corporation
and the state of incorporation and the words, "Corporate Seal."

                            ARTICLE VIII. AMENDMENTS

     8.01.  By shareholders. These by-laws may be altered, amended or repealed
and new by-laws may be adopted by the shareholders by affirmative vote of not
less than a majority of the shares present or represented at any annual or
special meeting of the shareholders at which a quorum is in attendance.

     8.02.  By Directors. These by-laws may also be altered, amended or repealed
and new by-laws may be adopted by the Board of Directors by affirmative vote of
a majority of the number of directors present at any meeting at which a quorum
is in attendance; but no by-law adopted by the shareholders shall be amended or
repealed by the Board of Directors if the by-law so adopted so provides.

                                       -9-



     8.03.  Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
by-laws then in effect but is taken or authorized by affirmative vote of not
less than the number of shares or the number of directors required to amend the
by-laws so that the by-laws would be consistent with such action, shall be given
the same effect as though the by-laws had been temporarily amended or suspended
so far, but only so far, as is necessary to permit the specific action so taken
or authorized.

                       ARTICLE IX. OFFICERS AND DIRECTORS
             LIABILITY AND INDEMNITY; TRANSACTIONS WITH CORPORATION

     9.01.  Definitions Applicable to Article IX.

            (a)  "Applicable Corporate Law" shall mean those statutes comprising
the general corporation law of the jurisdiction in which the Corporation is
incorporated, as amended from time to time.

            (b)  "Breach of Duty" shall mean conduct of a Director or Officer
constituting any one or more of the following:

                 (1)  A willful failure to deal fairly with the Corporation or
its stockholders in connection with a matter in which the Director or Officer
has a material conflict of interest.

                 (2)  A violation of criminal law, unless the Director or
Officer had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

                 (3)  A transaction from which the Director or Officer derived
an improper personal profit.

                 (4)  Willful misconduct.

                 (5)  With respect to any matter or decision being considered by
the Board of Directors or any other officer, such Director or Officer
intentionally or recklessly;

                      (i)   makes any untrue statement or disclosure to the
Board or other Officer of known material information; or

                      (ii)  omits to state or otherwise disclose to the Board or
other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or

                      (iii) omits to state or otherwise disclose to the Board or
other Officer known material information which is (or reasonably should be)
known to the Director or Officer to be relevant to the matter or decision under
consideration, regardless of whether or not such information is specifically
requested by the Board or other Officer.

            (c)  "Claim" means any threatened or asserted claim or cause of
action involving actual or potential liability of a Director or Officer arising
from any act or omission of such person alleged or determined to have been
negligent, grossly negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or regulation thereunder)
or the Employee Retirement Income

                                      -10-



Security Act of 1974 or any other foreign, federal, state or local law, rule or
regulation which is asserted or brought by or in the right of the Corporation or
by any governmental authority or any other person or entity.

            (d)  "Director or Officer" means any of the following:

                 (1)  A natural person who is or was: (i) a director (elected or
appointed by the stockholders or Board of Directors); or (ii) an officer
(elected or appointed by the Board of Directors) of the Corporation; or (iii) a
Trustee.

                 (2)  A natural person who, while such a director or officer of
the Corporation, is or was serving either pursuant to the Corporation's specific
request or as a result of the nature of such person's duties to the Corporation
as a director, officer, partner, trustee, member of any governing or decision
making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.

                 (3)  A natural person who, while such a director or officer of
the Corporation, is or was serving an employee benefit plan because his or her
duties to the Corporation also impose duties on, or otherwise involve services
by, the person to the plan or to participants in or beneficiaries of the plan.

                 (4)  Unless the context requires otherwise, the estate or
personal representative of any such director, officer or Trustee.

            This term is not intended to include any person who holds a position
of title of Vice President or other apparent office without formal election or
appointment by the Board of Directors.

            (e)  "Disinterested Majority" shall mean a majority of the Board of
Directors of the Corporation who are not Parties to the subject Proceeding or
any related Proceeding.

            (f)  "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

            (g)  "Liability" includes the obligation to pay any sums or perform
any acts pursuant to a settlement, penalty, assessment, forfeiture, fine, or
judgment, including (without limitation) any excise tax assessed with respect to
any employee benefit plan, punitive damages, costs, and expenses.

            (h)  "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

            (i)  "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit, arbitration or other
proceeding of any kind, whether formal or informal, in which a Claim is or may
be asserted against a Director or Officer or in which the Director or Officer is
a witness.

     9.02   Director and Officer Liability Limitations.

            (a)  No Director or Officer shall be liable to the Corporation, its
shareholders or any person asserting rights on behalf of the Corporation or its
shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or other tortious or otherwise culpable conduct, unless
the person asserting liability proves that the breach or failure to perform
constitutes a Breach of Duty or conduct for which the Director is liable under
Section 180.0828 of

                                      -11-



the Wisconsin Business Corporation Law. In addition to and not in limitation of
the foregoing, no Director or Officer shall have any liability for acts or
omissions constituting business judgment within the business judgment rule.

            (b)  The provisions of this Section 9.02 shall not be exclusive of
any other defenses such a Director or Officer may have with respect to any Claim
asserting a Liability.

            (c)  The Board of Directors (by majority vote or consent) may grant
similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.

     9.03   Mandatory Indemnification.

            (a)  Indemnification for Expenses. The Corporation shall indemnify a
Director or Officer for all Expenses incurred (i) in the successful defense of
any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as a
non-Party witness in any Proceeding.

            (b)  Indemnification for Liability and Expenses. The Corporation
shall indemnify a Director or Officer for all Liability and Expenses with
respect to any Claim against such person in a Proceeding to which such person
was a Party because he or she is or was a Director or Officer, unless such
Liability and Expenses were incurred because the Director or Officer is
determined to have engaged in conduct constituting a Breach of Duty.

            (c)  Indemnification Exclusion for Collateral Sources.
Notwithstanding the foregoing provision of this Section 9.03, indemnification
shall not be required for any Liability or Expenses to the extent the same have
been paid or are covered under any collectible insurance policy or are otherwise
paid or reimbursed by any third party under a legal or contractual obligation to
do so.

            (d)  Reliance on Applicable Corporation Law or Bylaw. Without
intending to limit the generality of the indemnification rights provided under
subsections 9.03(a) and (b) above, the Corporation shall indemnify a Director or
Officer for all Liability and Expenses with respect to any Claim against such
person in a Proceeding which is based, in whole or in part, on such person's
reliance on the validity of any provision of the Applicable Corporation Law or
these Bylaws, even though it is thereafter determined that such provision was
invalid or otherwise could not have justifiably been relied upon.

     9.04   Procedural Requirements for Determination That Indemnification is
Proper.

            (a)  Written Request for Indemnification. A Director or Officer who
seeks indemnification shall make a written request therefor to the Corporation,
selecting a means for determining his or her right to indemnification as
provided under subsection 9.04(b) hereof.

            (b)  Determination of Indemnification. Within 60 days of receipt by
the Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:

                 (i)  by majority vote of a Disinterested Majority if so
designated by the Director or Officer seeking indemnification. If a
Disinterested Majority cannot be obtained, the Director or Officer may designate
that such determination be made by a majority vote of a committee duly appointed
by the Board of Directors and consisting solely of two or more directors not at
the time Parties to the same or related Proceedings. Directors who are Parties
to the same or related Proceedings may participate in the designation of members
of the committee;

                                      -12-



                 (ii)  by independent legal counsel if so designated by the
Director or Officer; provided that such counsel shall be mutually selected by
such Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;

                 (iii) by a panel of three arbitrators if so designated by the
Director or Officer, which shall be selected from the panel of arbitrators of
the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or

                 (iv)  by a court if so designated by the Director or Officer,
pursuant to and in accordance with the Applicable Corporation Law.

            The results and basis of the determination made hereunder shall be
submitted in writing to the Corporation and the Director or Officer (the
"Indemnity Decision").

            (c)  No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.

            (d)  Payment of Liabilities and Expenses; Waiver of Claims.

                 (1)  If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 9.05), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director or Officer is
entitled to indemnification against Liabilities and Expenses incurred in
connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:

            If the Director or Officer sustains Liability for equal dollar
            amounts to a given party or person under two or more Claims arising
            from the same general conduct, transaction or series of events (even
            though divisible for purposes of establishing Liability), one of
            which would require indemnification and the other of which would
            not, it shall be conclusively presumed that the Liability and all
            Expenses related thereto were sustained and incurred solely with
            respect to the Claim for which indemnification is required; and if
            the Director or Officer sustains Liability and Expenses for
            different dollar amounts to a given party or person under two or
            more Claims arising from the same general conduct, transaction or
            series of events (even though divisible for purposes of establishing
            Liability), one of which would require indemnification and the other
            of which would not, it shall be conclusively presumed that the
            Liability for which indemnification is required is the sole
            Liability up to the dollar amount thereof (the "covered Liability")
            and the Liability for which indemnification is not required (the
            "Non-Covered Liability") is reduced by the amount of the Covered
            Liability (resulting in a "Net Non-Covered Liability") and the
            Expenses shall be apportioned on the basis of the respective amounts
            of the Covered Liability and the Net

                                      -13-



            Non-Covered Liability such that the Director or Officer shall be
            entitled to indemnification for the Covered Liability and the
            apportioned Expenses attributable to such Covered Liability. The
            foregoing shall apply regardless of whether the Claim for the
            Non-Covered Liability and the resulting Expenses in defense thereof
            occurs prior to or following assertion of the Claim for the Covered
            Liability and regardless of the actual time, effort and Expenses
            involved in defense of the respective Claims.

                 (2)  The Corporation waives all right and claims against each
Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

            (e)  Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.

     9.05   Advancement of Expenses.

            (a)  Procedure. Upon written request by a Director or Officer who is
a non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in conduct constituting a Breach of Duty;
(ii) an executed written undertaking by the Director or Officer to repay any
advances made under this Section if it is ultimately determined that the
Director or Officer is not entitled to be indemnified by the Corporation; and
(iii) written evidence of the Expenses incurred.

            (b)  Ability to Repay; Undertaking to be Unsecured. The undertaking
provided in this Section shall be accepted by the Corporation without reference
to the Directors' or Officers' ability to repay the allowance. The undertaking
shall be unsecured and the Director or Officer shall not be required to pay
interest on such amounts prior to a final determination that repayment is
required.

     9.06   Right of Director or Officer to Bring Suit. If an Indemnity Decision
is not issued within the time specified or such Indemnity Decision finds that
the Director or Officer is not entitled to indemnification or the Corporation
fails to make prompt payment pursuant to an Indemnity Decision, or a request for
an advancement of Expenses under Section 9.05 is refused, the Director or
Officer may at any time thereafter bring suit against the Corporation to recover
the unpaid Liability and/or Expense. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement or
Expenses pursuant to the terms of an undertaking, the Director or Officer shall
be entitled to recover the expense of successfully prosecuting or defending such
suit. If the Director or Officer engaged in conduct constituting a Breach of
Duty, such fact: (i) shall be a defense to any claim for indemnification against
the Corporation (except for advancement of Expenses prior to completion of a
Proceeding); and (ii) shall entitle the Corporation to recover all Expenses
advanced prior to completion of the Proceeding pursuant to the terms of the
undertaking once such fact has been established or admitted by the Director or
Officer.

     An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the

                                      -14-



terms of an undertaking, the burden of proving that the Director or Officer is
not entitled to be indemnified, or to such advancement of Expenses, under this
Article or otherwise shall be on the Corporation.

     9.07  Permissible Considerations. A Director or Officer, in the discharge
of his or her duties to the Corporation and in making any decision or performing
any other act in such capacity, is not limited to considering only the economic
interests of shareholders in determining what is best for the Corporation, but
may also consider the following: (a) the effects of the action on employees,
suppliers and customers of the Corporation; (b) effects on the community in
which the Corporation operates; and (c) any other factors the Director or
Officer considers pertinent.

     9.08  Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and competent as to the matters presented or as to which
the Director or Officer has no compelling reason to believe is not reliable or
competent; (b) legal counsel, public accountants or other persons as to matters
the Director or Officer believes in good faith are within the person's
professional or expert competence; and (c) information presented to the Board of
Directors by any person, officer, employee or committee of the Board where it is
believed in good faith the report merits confidence or where the Director or
Officer has no compelling reason to believe it does not merit confidence.

     9.09  Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer against any Liability
asserted against or incurred by the individual in any such capacity or arising
out of his status as such, regardless of whether the Corporation is required or
authorized to indemnify such person for Liability or Expenses under this
Article.

     9.10  Severability and Intent. If any provision of this Article shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.

     9.11  Notice to the Corporation. A Director or Officer shall promptly
notify the Corporation in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.

     9.12  Indemnification and Allowance of Expenses of Certain Others.

           (a)  Employee of Authorized Agent. The Board of Directors may, in its
sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.

                                      -15-



           (b)  Indemnity Agreements. The Board of Directors, by majority vote
or consent, may authorize the Corporation to enter written indemnity agreements
with: (i) any Director or Officer of the Corporation, which may further expand
the indemnification rights provided under these Bylaws or the Applicable
Corporation Law; and (ii) any employee or agent of the Corporation, which may
extend to such person the same, greater or lesser rights of indemnification and
reliance as those afforded to Directors and Officers under this Article.

     9.13  Amendment. This Article may only be altered, amended or repealed by a
vote of not less than two-thirds of the Corporation's outstanding Class A common
stock entitled to vote; provided, however, that the Board of Directors may alter
or amend this Article without such stockholder approval if any such alteration
or amendment is (a) made in order to conform to any amendment or revision of the
Applicable Corporation Law, which (i) expands or permits the expansion of a
Director's or Officer's right to indemnification thereunder; (ii) limits or
eliminates, or permits the limitation or elimination of, the liability of a
Director or Officer; or (iii) is otherwise beneficial to the Directors and
Officers or (b) an alteration or amendment which is otherwise deemed by the
Board of Directors to be an immaterial modification. No amendment of this
Article shall terminate, reduce or impair a Director's or Officer's rights to
indemnification for any act, occurrence or event taking place prior to the
effective date of such amendment and delivery of notice thereof to such Director
or Officer, regardless of when any Claim relating thereto is actually asserted.

     9.14  Nonexclusivity of Article IX. The rights of a Director or Officer (or
any other person) granted under this Article shall not be deemed exclusive of
any other rights to indemnification against Liabilities or allowance of Expenses
which the Director or Officer (or such other person) may be entitled to under
any written agreement, Board of Directors resolution, vote of shareholders of
the Corporation or under the Applicable Corporation Law or otherwise. Nothing
contained in this Article shall be deemed to limit the Corporation's obligations
to indemnify against Liabilities or allow expenses to a Director or Officer
under the Applicable Corporation Law.

     9.15  Transactions with the Corporation. The Board of Directors may from
time to time authorize transactions by Officers, Directors and employees with
the Corporation, and may authorize lending money and granting credit of the
Corporation to or for the use of such Officers, Directors and employees,
providing that the Directors who vote for or assent to the making of a loan to
an Officer or Director of the Corporation shall be jointly and severally liable
to the Corporation for the amount of such loan until full repayment thereof,
unless such Directors shall sustain the burden of proof that such loan was made
for a proper business purpose.

     Any contract or other transaction between the Corporation and one or more
of its Directors, or between the Corporation and any firm of which one or more
of its Directors are members or employees, or in which they are interested, or
between the Corporation and any corporation or association of which one or more
of its Directors are shareholders, members, directors, officers, or employees,
or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director(s) at the meeting of the Board of
Directors of the Corporation which acts upon, or in reference to, such contract
or transaction; and notwithstanding his or their participation in such action,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve or
ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted in calculating the majority
of such quorum necessary to carry such vote. This Section shall not be construed
to invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.

                                      -16-

EX-3.15

                                                                    EXHIBIT 3.15

                   MEGA MARTS, INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

Article I.   The name of the corporation is Mega Marts, Inc.

Article II.  The period of existence of the corporation shall be perpetual.

Article III. The corporation is authorized to engage in any lawful activity for
             which corporations may be organized under Chapter 180 of the
             Wisconsin Statutes and any successor provisions.

Article IV.  The aggregate number of shares which the corporation shall have
             authority to issue is 35,800,000 shares of stock consisting of one
             class only, designated as "common stock" having a par value of one
             cent each.

Article V.   The registered office of the corporation is located at 23000 Roundy
             Drive, Pewaukee, Wisconsin 53072 and the name of its registered
             agent at such address is Edward G. Kitz.

Article VI.  The number of directors constituting the initial Board of Directors
             of the corporation shall be as provided in the By-Laws of the
             corporation. The number of directors of the corporation may be
             changed from time to time by the By-Laws of the corporation, but in
             no case shall be less than one (1).

Article VII. The name and address of the incorporator is David A. Ulrich, 6312
             S. 27th Street, Oak Creek, WI 53154.

EX-3.16

                                                                    EXHIBIT 3.16

                                     BY-LAWS

                                       OF

                                MEGA MARTS, INC.

                               ARTICLE I. OFFICES

         SECTION 1.1. Principal Office. The principal office of the corporation
in the State of Wisconsin shall be located in the City of Oak Creek, County of
Milwaukee. The corporation may have such other offices, either within or without
the State of Wisconsin, as the Board of Directors may designate or as the
business of the corporation may require from time to time.

         SECTION 1.2. Registered Office. The registered office of the
corporation required by the Wisconsin Business Corporation Law to be maintained
in the State of Wisconsin may be, but need not be, identical with the principal
office in the State of Wisconsin, and the address of the registered office may
be changed from time to time by the Board of Directors.

                       ARTICLE II. SHAREHOLDERS' MEETINGS

         SECTION 2.1. Annual Meeting. The annual meeting of the shareholders
shall be held within 75 days after the close of the fiscal year and at such time
and place as the Chairman of the Board shall direct, and if he does not act, as
the Directors shall determine, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the
election of directors shall not be held on the day designated for any annual
meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.

         SECTION 2.2. Special Meetings. Special meetings of the shareholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the Chairman of the Board or the Board of Directors, and shall be
called by the Chairman of the Board at the request of the holders of not less
than one-tenth of all the outstanding shares of the corporation entitled to vote
at the meeting.

         SECTION 2.3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Wisconsin, as the place of meeting
for any annual meeting, or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of
Wisconsin, as the place for holding such meeting. If no designation is made, or
if a special meeting be otherwise called, the place of meeting shall be the
registered office of the corporation in the State of Wisconsin, but any meeting
may be adjourned to reconvene at any place designated by vote of a majority of
the shares represented thereat.



         SECTION 2.4. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than thirty days before the date of the meeting, either personally or
by mail, by or at the direction of the Chairman of the Board, or the Secretary,
or the officer or persons calling the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, addressed to
the shareholder at his address as it appears on the stock record books of the
corporation with postage thereon prepaid.

         SECTION 2.5. Closing of Transfer Books or Fixing of Record Date. For
the purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other purpose, the Board of Directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
not to exceed, in any case, fifty days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not less
than ten days nor more than fifty days prior to the date of the proposed
meeting. When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
be applied to any adjournment thereof except where the determination has been
made through the closing of the stock transfer books and the stated period of
closing has expired.

         SECTION 2.6. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. Though less than a quorum of
the outstanding shares is represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting
according to the original notice thereof. Any meeting at which the holders of
all of the outstanding shares are present in person or represented by proxy, or
at which the holders of all of the outstanding stock have waived notice shall be
deemed a properly constituted meeting of the shareholders.

         SECTION 2.7. Proxies. At all meetings of shareholders, a shareholder
entitled to vote may vote in person or by proxy appointed in writing by the
shareholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the Secretary of the corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

         SECTION 2.8. Voting of Shares. Each outstanding share shall be entitled
to one vote upon each matter submitted to a vote at a meeting of shareholders.
Shares standing in the name of another corporation may be voted by any officer
of such corporation, or any proxy appointed by any such officer of such
corporation, in the absence of express notice to this corporation, given in
writing to the Secretary of the corporation in connection with the particular
meeting, that such officer has no authority to vote such shares. Shares held by
an administrator, executor, guardian or conservator may be voted by such
fiduciary, either in person or by proxy, without a

                                       2



transfer of such shares into his name, provided that there is filed with the
Secretary before or at the time of the meeting proper evidence of his incumbency
and the number of shares held by him. Shares standing in the name of a fiduciary
may be voted by him in person or by proxy. A proxy executed by a fiduciary shall
be conclusive evidence of the signer's authority to act in the absence of
express notice to this corporation, given in writing to the Secretary, that such
manner of voting is expressly prohibited or otherwise directed by the document
creating the fiduciary relationship.

         SECTION 2.9. Waiver of Notice by Shareholders. Whenever any notice
whatever is required to be given to any shareholder or the corporation under the
provisions of these by-laws or under the provisions of the articles of
incorporation or under the provisions of any statute, a waiver thereof in
writing, signed at any time, before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice.

         SECTION 2.10. Informal Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter.

                        ARTICLE III. BOARD OF DIRECTORS

         SECTION 3.1. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors.

         SECTION 3.2. Tenure and Qualifications. The number of directors of the
corporation shall be five (5). Each director shall hold office until the next
annual meeting of shareholders and until his successor shall have been elected
except as they may be subject to removal as provided in Section 9 of this
Article. Directors need not be residents of the State of Wisconsin or
shareholders of the corporation.

         SECTION 3.3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this by-law immediately after,
and at the same place as, the annual meeting of shareholders, and each adjourned
session thereof. The Board of Directors may provide, by resolution, the time and
place, either within or without the State of Wisconsin, for the holding of
additional regular meetings without other notice than such resolution.

         SECTION 3.4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board or of
the Secretary or of any two directors. The person or persons calling such
meeting may fix any time or place for holding any special meeting of the Board
of Directors called by them.

         SECTION 3.5. Notice. Notice of any special meeting shall be given at
least forty-eight hours previously thereto by oral notice or written notice
delivered personally or mailed to each director at his last known address, or by
telegram. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail so addressed, with postage thereon prepaid. If notice
be given by telegram such notice shall be deemed to be delivered when given to
the telegraph company. Whenever any notice whatever is required to be given to
any director of the

                                       3



corporation under the provisions of these by-laws or under the provisions of the
articles of incorporation or under the provisions of any statute, a waiver
thereof in writing, signed at any time, whether before or after the time of
meeting, by the director entitled to such notice, shall be deemed equivalent to
the giving of such notice. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except where a director attends a
meeting and objects thereto to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

         SECTION 3.6. Quorum. A majority of the directors then in office shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but though less than such quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.

         SECTION 3.7. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present, shall be the act of the Board
of Directors, unless the act of a greater number is required by these by-laws or
by-law.

         SECTION 3.8. Vacancies. Any vacancy occurring in the Board of Directors
for any cause other than by reason of an increase in the number of directors may
be filled by a majority of the remaining members of the Board of Directors,
although such majority is less than a quorum, and any vacancy occurring by
reason of an increase in the number of directors may be filled by action of a
majority of the entire Board of Directors, provided, however, that if at any
time less than a majority of the directors holding office at that time were
elected by the shareholders a special meeting of the shareholders shall be held
promptly and in any event within sixty days thereafter for purposes of filling
any existing vacancies in the Board of Directors.

         SECTION 3.9. Removal of Directors. Any director may be removed from
office, with or without cause, at any time, and another person may be elected to
his place to serve for the remainder of his term, at any special meeting of the
shareholders called for such purpose, by vote of a majority of all the shares of
stock of the corporation then outstanding and entitled to vote at such meeting.
In the event that any vacancy so created shall not be filled by the shareholders
at such meeting, such vacancy may be filled by the directors as provided in
Section 8, above.

         SECTION 3.10. Compensation. The Board of Directors, by affirmative vote
of a majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee.

         SECTION 3.11. Presumption of Assent. A director of the corporation who
is present at a meeting of the Board of Directors of a committee thereof at
which action on any corporate matter is taken shall be presumed to have assented
to the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the

                                       4



adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

         SECTION 3.12. Informal Action by Board of Directors. Any action
required to be taken at a meeting of the Board of Directors, or any other action
which may be taken at a meeting of the Board of Directors, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors entitled to vote with respect to the subject
matter thereof.

         SECTION 3.13. Committees. The Board of Directors by resolution adopted
by the affirmative vote of a majority of the number of directors fixed by
Section 2 of this Article III may designate one or more committees, each
committee to consist of three (3) or more directors elected by the Board of
Directors, which to the extent provided in said resolution, as initially
adopted, and as thereafter supplemented or amended by further resolution adopted
by a like vote, shall have and may exercise, when the Board of Directors is not
in session, the powers of the Board of Directors in the management of the
business and affairs of the corporation, except action in respect to dividends
to shareholders, election of officers or the filling of vacancies in the Board
of Directors or committees created pursuant to this section. The Board of
Directors may elect one or more of its members as alternate members of any such
committee who may take the place of any absent member or members at any meeting
of such committee, upon request by the Chairman of the Board or upon request by
the chairman of such meeting. Each such committee shall fix its own rules
governing the conduct of its activities and shall make such reports to the Board
of Directors of its activities as the Board of Directors may request.

                              ARTICLE IV. OFFICERS

         SECTION 4.1. Principal Officers. The principal officers of the
corporation shall be a Chairman of the Board, President, one or more Vice
Presidents, a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person, except the offices of President and
Secretary and the offices of President and Vice President.

         SECTION 4.2. Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have qualified or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided.

         SECTION 4.3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment shall not of itself create contract rights.

                                       5



     SECTION 4.4. Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

     SECTION 4.5. Chairman of the Board. The Chairman of the Board shall be the
chief executive officer of the Corporation and, subject to the control of the
Board of Directors, shall in general supervise and control all of the business
and affairs of the corporation. He shall, when present, preside at all meetings
of the stockholders, of the Board of Directors, and of the executive committee
of the Board of Directors. He may sign, with the President or the Treasurer or
any other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed or which are necessary or proper to be executed in the
course of the Corporation's regular business, except in cases where the signing
and execution thereof shall be expressly delegated by the Board of Directors or
by these By-Laws or some other law to be otherwise signed or executed, and in
general shall perform all duties incident to the office of Chairman of the Board
and such other duties as may be prescribed by the Board of Directors from time
to time.

     SECTION 4.6. President. The President shall be the chief operating officer
of the Corporation. He shall, in the absence of the Chairman of the Board,
preside at all meetings of the stockholders, of the Board, preside at all
meetings of the stockholders, of the Board of Directors and of the executive
Committee of the Board of Directors. During the absence or disability of the
Chairman of the Board he shall exercise the functions of the chief executive
officer of the Corporation. He may sign, with the Chairman of the Board or the
Treasurer or any other proper officer of the corporation thereunto authorized by
the Board of Directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed or which are necessary or proper to be executed in
the course of the Corporation's regular business, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these By-Laws or some other law to be otherwise signed or
executed, and in general shall perform all such other duties as are incident to
his office or are properly required by him by the Board of Directors or the
Chairman of the Board. He shall have the authority, subject to such rules,
directions or orders, as may be prescribed by the Chairman of the Board or the
Board of Directors, to appoint and terminate the appointment of such agents and
employees of the Corporation as he shall deem necessary, to prescribe their
power, duties and compensation and to delegate authority to them.

     SECTION 4.7. Vice President. In the absence of the Chairman of the Board
and President, in the event of their death or inability to act, the Vice
President, or if there shall be more than one, the Vice Presidents, in the order
determined by the Board of Directors, shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice President or Vice Presidents, as the
case may be, shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

     SECTION 4.8. Secretary. The Secretary shall: (a) keep the minutes of the
shareholders' and the Board of Directors' meetings in one or more books provided
for that purpose; (b) see that

                                       6



all notices are duly given in accordance with the provisions of these by-laws or
as required by law; (c) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents, the execution of which on behalf of the corporation under its seal is
duly authorized; (d) keep a register of the post office address of each
shareholder; (e) sign with the President or a Vice President certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the corporation; and (g) in general, perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Chairman of the Board or by the Board of
Directors.

     SECTION 4.9. Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; (b) receive arid give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of these
by-laws; (c) sign, with the Chairman of the Board or the President or any other
proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed or which are necessary or proper to be executed in the
course of the Corporation's regular business, except in cases where the signing
and execution thereof shall be expressly delegated by the Board of Directors or
by these By-Laws or some other law to be otherwise signed or executed; and (d)
in general, perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by the Chairman of
the Board or by the Board of Directors.

     SECTION 4.10. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

             ARTICLE V. CERTIFICATES FOR SHARES AND THEIR TRANSFER

     SECTION 5.1. Certificates for Shares. Certificates representing shares of
the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer records of the
corporation. All certificates surrendered to the corporation for transfer shall
be cancelled and no new certificates shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the Board of Directors may prescribe.

     SECTION 5.2. Transfer of Shares. Prior to due presentment of a certificate
for shares for registration of transfer, the corporation may treat the
registered owner of such shares as the person exclusively entitled to vote, to
receive notifications and otherwise to exercise all the

                                       7



rights and powers of an owner. Where a certificate for shares is presented to
the corporation with a request to register for transfer, the corporation shall
not be liable to the owner or any other person suffering loss as a result of
such registration of transfer if (a) there were on or with the certificate the
necessary endorsements, and (b) the corporation had no duty to inquire into
adverse claims or has discharged any such duty. The corporation may require
reasonable assurance that said endorsements are genuine and effective and in
compliance with such other regulations as may be prescribed under the authority
of the Board of Directors.

               ARTICLE VI. OFFICERS AND DIRECTORS; LIABILITY AND
                 INDEMNIFICATION; TRANSACTIONS WITH CORPORATION

     SECTION 6.1. Liability of Directors and Officers. No person shall be liable
to the corporation for any loss or damage suffered by it on account of any
action taken or omitted to be taken by him as a director or officer of the
corporation, or of any other corporation which he serves as a director or
officer at the request of the corporation, in good faith, if such person (a)
exercised and used the same degree of care and skill as a prudent man would have
exercised or used under the circumstances in the conduct of his own affairs, or
(b) took or omitted to take such action in reliance upon advice of counsel for
the corporation or upon statements made or information furnished by officers or
employees of the corporation which he had reasonable grounds to believe to be
true. The foregoing shall not be exclusive of other rights and defenses to which
he may be entitled as a matter of law.

     SECTION 6.2. Indemnification of Officers and Directors.

     (a) The corporation shall indemnify any person who was or is a party or
threatened to be made a party or otherwise subject to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether brought or conducted by or in the right of the
corporation or by any other person, corporation, plan or entity), by reason of
or relating to any actual or alleged act or failure to act or neglect or breach
of duty by him, including but not limited to any act or failure to act alleged
or determined to have been negligent, or to have violated the Employee
Retirement Income Security Act of 1974, as a director, officer, employee or
agent of the corporation, or as a director, officer, employee or agent of
another corporation, partnership, joint venture, plan, trust or other enterprise
while serving at the request of the corporation, against expenses, including
attorneys' fees, judgments, fines, penalties and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding; except, that, no indemnification shall be provided (1) in connection
with any claim, issue or matter as to which a judgment or other final
adjudication thereof shall establish that acts of active and deliberate
dishonesty committed by any such person with actual dishonest purpose and intent
were material to the cause of action so adjudicated, or that the person involved
received an improper personal benefit, or (2) in respect of any amount of any
claim arising under Section 16(b) of the Securities Exchange Act of 1934, as
amended, or (3) in respect of any expense incurred by him in his assertion of
any claim against any person. The termination of any action, suit or proceeding
by judgment, order, conviction, settlement or upon plea of no contest or its
equivalent shall not, of itself, preclude indemnification under this provision.

                                       8



     (b) Any indemnification under paragraph (a) of this Article shall be made
unless the corporation shall determine that the director, officer, employee or
agent has not met in whole or in part the relevant standards of conduct
established in paragraph (a) of this Article. Such determination shall be made:

           (i)   By the Board of Directors by a majority vote of a quorum
     consisting of directors who were directors at the time of the occurrence
     giving rise to the claim, action or proceeding involved and who are not
     parties to such action, suit or proceeding; or

           (ii)  If such a quorum is not obtainable, or even if obtainable a
     quorum of such directors so directs, pursuant to a written opinion that
     such standards have not been met by the corporation's principal legal
     counsel as last designated by the Board as such prior to the time of the
     occurrence giving rise to the claim, action or proceeding involved, or in
     the event for any reason such counsel is unwilling to serve, legal counsel
     mutually acceptable to the corporation and the person seeking
     indemnification; or

           (iii) By the Board of Directors by a majority vote of a quorum
     consisting of current directors who were not parties to such action, suit
     or proceeding; or

           (iv)  By the shareholders.

     (c) The corporation may, but shall not be required to, supplement the right
of indemnification under this Article by any lawful means, including without
limitation by reason of enumeration, (i) the purchase of insurance on behalf of
any one or more of such persons, whether or not the corporation would be
obligated to indemnify such person under paragraph (a) of this Article or
otherwise, and (ii) individual or group indemnification agreements with any one
or more of such persons.

     (d) Expenses, including attorneys' fees, incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the corporation in advance
of the final disposition of such action, suit or proceeding, upon receipt of a
written agreement by or on behalf of the director, officer, employer or agent to
repay such amount, if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation as to such amounts. No security
shall be required for such undertaking. Notwithstanding the foregoing, the
corporation may refrain from or suspend payment of expenses in advance if at any
time before the final determination described in paragraph (b), the Board or
legal counsel, as the case may be, acting in accordance with the procedures of
paragraph (b), determine by a preponderance of the evidence then available that
the officer, director or employee has not met the relevant standards of conduct
set forth in paragraph (a).

     (e) The indemnification and advancement of expenses provided by or granted
pursuant to this Article shall not be deemed exclusive of any other right to
which a person seeking indemnification or advancement of expenses may be
entitled under Section 180.05 of the Wisconsin Statutes (or any successor
provision) or otherwise by applicable law, or under any agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office
and shall continue

                                       9



as to a person who has ceased to be a director, officer, employee or agent
and shall insure to the benefit of the heirs, executors and administrators of
such a person.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

     (g) This section may be amended only by a vote of not less than two-thirds
of the corporation's outstanding capital stock.

     (h) This section shall be deemed to be a contract between the corporation
and each previous, current or future director, officer, employee or agent. The
provisions of this Article shall be applicable to all actions, claims, suits or
proceedings, commenced after the adoption hereof, whether arising from any
action taken or failure to act before or after such adoption. No amendment,
modification or repeal of this section shall diminish the rights provided hereby
or diminish the right to indemnification with respect to any claim, issue or
matter in any then pending or subsequent proceeding which is based in any
material respect on any alleged action or failure to act which occurred before
such amendment, modification or repeal.

     (i) As used in this Article, (1) the terms "director," "officer" and
"employee" shall include the estate or personal representative of any such
person; (2) a person shall be considered to be serving an employee benefit plan
as a director, officer or employee of the plan at the corporation's request if
his duties to the corporation also impose duties on or otherwise involve
services by him to the plan or, in connection with the plan, to participants in
or beneficiaries of the plan.

     (j) Notwithstanding any provisions of this Article to the contrary,
indemnification shall not be provided to the extent payment thereof is
prohibited by applicable law.

     SECTION 6.3. Transactions with the Corporation. The Board of Directors may
from time to time authorize transactions by officers, directors and employees
with the corporation, and may authorize lending money and granting credit of the
corporation to or for the use of such officers, directors and employees,
provided that the directors who vote for or assent to the making of a loan to an
officer or director of the corporation shall be jointly and severally liable to
the corporation for the amount of such loan until the repayment thereof, unless
such directors shall sustain the burden of proof that such loan was made for a
proper business purpose.

     Any contract or other transaction between the corporation and one or more
of its directors, or between the corporation and any firm of which one or more
of its directors are members or employees, or in which they are interested, or
between the corporation and any corporation or association of which one or more
of its directors are shareholders, members, directors, officers or employees, or
in which they are interested, shall be valid for all purposes, notwithstanding
the presence of such director or directors at the meeting of the Board of
Directors of the corporation, which acts upon, or in reference to, such contract
or transaction, and notwithstanding his or their participation in such action,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless,

                                       10



authorize, approve and ratify such contract or transaction by a vote of a
majority of the directors present, such interested director or directors to be
counted in determining whether a quorum is present, but not to be counted in
calculating the majority of such quorum necessary to carry such vote. This
section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.

                            ARTICLE VII. AMENDMENTS

     SECTION 7.1. By Shareholders. These by-laws may be altered, amended or
repealed and new by-laws may be adopted by the shareholders by affirmative vote
of not less than a majority of the shares present or represented at any annual
or special meeting of the shareholders at which a quorum is in attendance.

     SECTION 7.2. By Directors. These by-laws may be altered, amended or
repealed and new by-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance; but no by-laws adopted by the shareholders shall be
amended or repealed by the Board of Directors if the by-law so adopted so
provides.

     SECTION 7.3. Implied Amendments. Any action taken or authorized by the
shareholders by the affirmative vote of the holders of the majority of the
shares entitled to vote thereon or by the Board of Directors by affirmative vote
of a majority of the directors, shall be given the same effect as though the
by-laws had been temporarily amended so far as is necessary to permit the
specific action so taken or authorized.

                          ARTICLE VIII. MISCELLANEOUS

     SECTION 8.1. Repayment. Any payments made to an officer or other employee
of the corporation, including but not limited to, salary, bonus, interest, rent
or entertainment expenses incurred by him, which shall be disallowed in whole or
in part as a deductible expense by the Internal Revenue Service, or any fringe
benefit which shall be treated as a taxable dividend by the Internal Revenue
Service, shall be reimbursed by such individual to the corporation to the full
extent of such disallowance or dividend treatment. It shall be the duty of the
Board of Directors to enforce payment of each amount. In lieu of payment by the
individual, the Board of Directors may withhold from the future compensation
payments due to the individual any sums until the amount owed to the corporation
has been recovered.

                                       11

EX-3.17

                                                                    EXHIBIT 3.17

           MIDLAND GROCERY OF MICHIGAN, INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

FIRST:    The name of the corporation shall be MIDLAND GROCERY OF MICHIGAN, INC.

SECOND:   The purpose or purposes for which the corporation is formed are to
          engage in any lawful act or activity for which corporations may be
          organized under the Michigan Business Corporation Act, and any
          amendments heretofore or hereafter made thereto.

THIRD:    The maximum number of shares which the corporation is authorized to
          have issued and outstanding is five hundred (500), all of which shall
          be common shares without par value and each of which shall have an
          initial stated value of $5.00 per share to be allocated to stated
          capital.

FOURTH:   The address of the registered office of the corporation is 601 Abbott
          Road, East Lansing, Michigan 48823. The name of the resident agent of
          the corporation at its registered address is CSC-Lawyers Incorporating
          Service (Company).

FIFTH:    The name and address of the incorporator of the corporation is as
          follows: Thomas E. Maloney, 65 East State Street, Suite 2100,
          Columbus, Ohio 43215

SIXTH:    Any action required or permitted by the Michigan Business Corporation
          Act to be taken at an annual or special meeting of shareholders may be
          taken without a meeting, without prior notice and without a vote, if a
          consent in writing, setting forth the action so taken, is signed by
          the holders of outstanding stock having not less than the minimum
          number of votes that would be necessary to authorize or take the
          action at a meeting at which all shares entitled to vote thereon were
          present and voted. Prompt notice of the taking of the corporate action
          without a meeting by less than unanimous written consent shall be
          given to shareholders who have not consented in writing.

SEVENTH:  The board of directors may fix and determine, and vary, the amount of
          working capital of the corporation; determine whether any (and, if
          any, what part) of the surplus, however created or arising, shall be
          used or disposed of or declared in dividends or paid to shareholders;
          and, without action by the shareholders, use and apply such surplus,
          or any part thereof, or such part of the stated capital of the
          corporation as is permitted under the laws of the State of Michigan,
          at any time or from time to time, in the purchase or acquisition of
          shares of any class, voting-trust certificates for shares, bonds,
          debentures, notes, scrip, warrants, obligations, evidence of
          indebtedness of the corporation, or other securities of the
          corporation, to such extent or amount and in such manner and upon such
          terms as the board of directors shall deem expedient and without
          regard to any provisions which may hereafter be contained in the
          corporation's articles of incorporation with respect to the redemption
          of shares of any class at the option of the corporation.



EIGHTH:   Every statute of the State of Michigan hereafter enacted whereby
          rights or privileges of shareholders of a corporation organized under
          the Michigan Business Corporation Act are increased, diminished, or
          any way affected, or whereby effect is given to any action authorized,
          ratified, or approved by less than all the shareholders of any such
          corporation, shall apply to the corporation and shall bind every
          shareholder to the same extent as if such statute had been in force at
          the date of the filing of these articles of incorporation.

NINTH:    A director or officer of the corporation shall not be disqualified by
          his office from dealing or contracting with the corporation as a
          vendor, purchaser, employee, agent, or otherwise. No transaction or
          contract or act of the corporation shall be void or voidable or in any
          way affected or invalidated by reason of the fact that any director or
          officer, or any firm of which any director or officer is a
          shareholder, director, or trustee, or any trust of which any director
          or officer is a trustee or beneficiary, is in any way interested in
          such transaction or contract or act. No director or officer shall be
          accountable or responsible to the corporation for or in respect to any
          transaction or contract or act of the corporation or for any gains or
          profits directly or indirectly realized by him by reason of the fact
          that he or any firm of which he is a member or any corporation of
          which he is a shareholder, director, or trustee, or any trust of which
          he is a trustee or beneficiary, is interested in such transaction or
          contract or act; provided the fact that such director or officer or
          such firm or corporation or such trust is so interested shall have
          been disclosed or shall have been known to the board of directors or
          such members thereof as shall be present at any meeting of the board
          of directors at which action upon such contract or transaction or act
          shall have been taken, and except that this sentence shall not relieve
          liability for:

          1.   Any breach of the director's duty of loyalty to the corporation
               or its shareholders;

          2.   Acts or omissions not in good faith or that involve intentional
               misconduct or knowing violation of law;

          3.   A violation of Section 551(1) of the Michigan Business
               Corporation Act;

          4.   Any transaction from which the director derived an improper
               personal benefit; and

          5.   Any acts or omissions occurring before the date this article is
               filed by the Michigan Department of Commerce.

          Any director may be counted in determining the existence of a quorum
          at any meeting of the board of directors which shall authorize or take
          action in respect to any such contract or transaction or act, and may
          vote thereat to authorize, ratify, or approve any such contract or
          transaction or act, and any officer of the corporation may take any
          action within the scope of his authority respecting such contract or
          transaction or act with like force and effect as if he or any firm of

                                       2



          which he is a member, or any corporation of which he is a shareholder,
          director, or trustee, or any trust of which he is a trustee or
          beneficiary, were not interested in such transaction or contract or
          act. Without limiting or qualifying the foregoing, if in any judicial
          or other inquiry, suit, cause, or proceeding, the question of whether
          a director or officer of the corporation has acted in good faith is
          material, then notwithstanding any statute or rule of law or of equity
          to the contrary (if any there be), his good faith shall be presumed,
          in the absence of proof to the contrary by clear and convincing
          evidence.

TENTH:    Notwithstanding any provision of any statute of the State of Michigan,
          now or hereafter in force, requiring for any purpose the vote,
          consent, waiver, or release of the holders of shares entitling them to
          exercise two-thirds or any other proportion of the voting power of the
          corporation or of any class or classes of shares thereof, any action
          may be taken by the vote of the holders of the shares entitling them
          to exercise a majority of the voting power of the corporation, or of
          such class or classes, unless the proportion designated by such
          statute cannot be altered by these articles.

ELEVENTH: A director of the corporation shall not be personally liable to the
          corporation or its stockholders for monetary damages for breach of
          fiduciary duty as a director, except for liability (i) for any breach
          of the director's duty of loyalty to the corporation or its
          stockholders, (ii) for acts or omissions not in good faith or which
          involve intentional misconduct or a knowing violation of law, (iii)
          under Section 551(1) of the Michigan General Corporation Law, (iv) for
          any transaction from which the director derived any improper personal
          benefit, or (v) for any act or omission occurring prior to the date
          when this provision becomes effective. If the Michigan General
          Corporation Law is amended after the filing of the Articles of
          Incorporation of which this article is a part to authorize corporate
          action further eliminating or limiting the personal liability of
          directors of the corporation, then the liability of a director of the
          corporation shall be eliminated or limited to the fullest extent
          permitted by the Michigan General Corporation Law, as so amended.

          Any repeal or modification of the foregoing paragraph by the
          stockholders of the corporation shall not adversely affect any right
          or protection of a director or officer of the corporation existing at
          the time of such repeal or modification.

                                       3

EX-3.18

                                                                    EXHIBIT 3.18

                          AMENDED & RESTATED BYLAWS OF
                        MIDLAND GROCERY OF MICHIGAN, INC.
                             (AS OF MARCH 30, 2000)



                                    ARTICLE 1
                            Meetings of Shareholders

         1.01 Annual Meeting. The annual meeting of the shareholders, for the
purpose of electing directors and transacting such other business as may come
before the meeting, shall be held on such date and at such time during the first
six months of each fiscal year of the Company as may be fixed by the board of
directors and stated in the notice of the meeting.

         1.02 Special Meetings. A special meeting of the shareholders may be
called by the chairman of the board, or the president, or a majority of the
directors acting with or without a meeting, or the holders of shares entitling
them to exercise 25% of the voting power of the Company entitled to be voted at
the meeting. Upon delivery to the chairman, president, or secretary of a request
in writing for a special meeting of the shareholders by any persons entitled to
call such meeting, the officer to whom the request is delivered shall give
notice to the shareholders of such meeting. Any such request shall specify the
purposes and the date and hour for such meeting. The date shall be at least 14
and not more than 65 days after delivery of the request. If such officer does
not call the meeting within five days after any such request, the persons making
the request may call the meeting by giving notice as provided in (S).1.04 or by
causing it to be given by their designated representative.

         1.03 Place of Meetings. All meetings of shareholders shall be held at
such place or places, within or without the State of Michigan, as may be fixed
by the board of directors or, if not so fixed, as shall be specified in the
notice of the meeting.

         1.04 Notice of Meetings. Every shareholder shall furnish the secretary
of the Company with an address at which notices of meetings and all other
corporate notices may be served on or mailed to him. Except as otherwise
expressly required by law, notice of each shareholders' meeting, whether annual
or special, shall, not more than 60 days and at least 7 days before the date
specified for the meeting, be given by the chairman, president, or secretary or,
in case of their refusal or failure to do so, by the person or persons entitled
to call such meeting, to each shareholder entitled to notice of the meeting, by
delivering a written or printed notice to him personally or by mailing the
notice in a postage-prepaid envelope addressed to him at his address furnished
by him as above provided, or, if he shall not have furnished such address, at
his post office address last known to the sender. Except when expressly required
by law, no publication of any notice of a shareholders' meeting shall be
required. If shares are transferred after notice has been given, notice need not
be given to the transferee. A record date may be fixed for determining the
shareholders entitled to notice of any meeting of shareholders, in accordance
with the provisions of (S).1.12. Every notice of a shareholders' meeting,
besides stating the time and place of the meeting, shall state briefly the
purposes of the meeting as may be specified by the person or persons requesting
or calling the meeting. Only the business provided for in such notice shall be
considered at the meeting. Notice of the adjournment of a meeting need not be
given if the time and place to which it is adjourned are fixed and announced at
the meeting.

         1.05 Waiver of Notice. Any shareholder, either before or after any
meeting, may waive any notice required by law, the articles, or these
regulations. Waivers must be in writing and filed with or


                                                                    Page 1 of 16



entered upon the records of the meeting. Notice of a meeting will be deemed to
have been waived by any shareholder who attends the meeting either in person or
by proxy, and who does not, before or at the commencement of the meeting,
protest the lack of proper notice.

         1.06 Quorum. The holders of shares entitling them to exercise a
majority of the voting power of the Company entitled to vote at a meeting,
present in person or by proxy, shall constitute a quorum for the transaction of
business, except when a greater number is required by law, the articles of
incorporation, or these regulations. In the absence of a quorum at any meeting
or any adjournment of the meeting, the holders of shares entitling them to
exercise a majority of the voting power of the shareholders present in person or
by proxy and entitled to vote may adjourn the meeting from time to time. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.

         1.07 Organization. At each shareholders' meeting the chairman of the
board, or, in his absence, the president, or, in the absence of both of them, a
chairman chosen by the holders of shares entitling them to exercise a majority
of the voting power of the shareholders present in person or by proxy and
entitled to vote, shall act as chairman, and the secretary of the Company, or,
in his absence, any assistant secretary, or, in the absence of all of them, any
person whom the chairman of the meeting appoints, shall act as secretary of the
meeting.

         1.08 Order of Business. The order of business at each meeting of the
shareholders shall be fixed by the chairman of the meeting at the beginning of
the meeting but may be changed by the vote of the holders of shares entitling
them to exercise a majority of the voting power of the shareholders present in
person or by proxy and entitled to vote.

         1.09 Voting. Each holder of a share or shares of the class or classes
entitled to vote by law or the articles of incorporation shall be entitled to
one vote in person or by proxy for each such share registered in his name on the
books of the Company. As provided in (S).1.12, a record date for determining
which shareholders are entitled to vote at any meeting may be fixed. Shares of
its own stock belonging to the Company shall not be voted directly or
indirectly. Persons holding voting shares in a fiduciary capacity shall be
entitled to vote the shares so held. A shareholder whose shares are pledged
shall be entitled to vote the shares standing in his name on the books of the
Company. Upon a demand by any shareholder present in person or by proxy at any
meeting and entitled to vote, any vote shall be by ballot. Each ballot shall be
signed by the shareholder or his proxy and shall state the number of shares
voted by him. Otherwise, votes shall be made orally.

         1.10 Proxies. Any shareholder who is entitled to attend or vote at a
shareholders' meeting shall be entitled to exercise such right and any other of
his rights by proxy or proxies appointed by a writing signed by such
shareholder, which need not be witnessed or acknowledged. Except as otherwise
specifically provided in these regulations, actions taken by proxy shall be
governed by the provisions of (S)(S).421 to 423 of the Michigan Business
Corporation Act, or any similar statute which may hereafter be enacted,
including the provisions relating to the sufficiency of the writing, duration of
the validity of the proxy, power of substitution, revocation, and all other
provisions.

         1.11 Inspectors of Elections. Inspectors of elections may be appointed
and act as provided in ss.481 of the Michigan Business Corporation Act, or any
future statute of like tenor or effect.

         1.12 Record Date. The board of directors may fix a record date for any
lawful purpose, including without limitation the determination of shareholders
entitled to: (a) receive notice of or to vote at any meeting, (b) receive
payment of any dividend or other distribution, (c) receive or exercise rights of
purchase of, subscription for, or exchange or conversion of, shares or other
securities, subject to any

                                                                    Page 2 of 16



contract right with respect thereto, or (d) participate in the execution of
written consents, waivers, or releases. Any such record date shall not be more
than 60 days preceding the date of such meeting, the date fixed for the payment
of any dividend or other distribution, or the date fixed for the receipt or the
exercise of rights, as the case may be.

         1.13 List of Shareholders at Meeting. Upon request of any shareholder
at any meeting of shareholders, there shall be produced at the meeting an
alphabetically arranged list, or classified lists, of the shareholders of record
as of the applicable record date who are entitled to vote, showing their
respective addresses and the number and classes of shares held by them.

         1.14 Action in Writing in Lieu of Meeting. Any action which may be
authorized or be taken at a meeting of the shareholders, may be authorized or
taken without a meeting with the affirmative vote or approval of, and in a
writing or writings signed by, all the shareholders who would be entitled to
notice of a meeting of the shareholders held for that purpose.

                                    ARTICLE 2
                               Board of Directors

         2.01 General Powers of Board. The powers of the Company shall be
exercised, its business and affairs shall be conducted, and its property shall
be controlled by the board of directors, except as otherwise provided bylaws of
the State of Michigan, the company's articles of incorporation, or these bylaws.

         2.02 Number of Directors. Until changed in accordance with this
section, the number of directors of the Company, none of whom need be
shareholders, shall be not less than three nor more than seven, provided that
when all shares of the Company are owned of record by one or two shareholders,
the number of directors may be less than three but not less than the number of
shareholders. The number of directors may be fixed or changed at any annual
meeting of the shareholders, or at any special meeting of the shareholders
called for that purpose, by the affirmative vote of the holders of shares
entitling them to exercise a .majority of the voting power of the Company on
such proposal.

         2.03 Compensation and Expenses. The directors shall be entitled to such
compensation, on a monthly or annual basis, or on the basis of meetings
attended, or on both bases, as the board of directors may from time to time
determine and establish. No director shall be precluded from serving the Company
as an officer or in any other capacity, or from receiving compensation for so
serving. Directors may be reimbursed for their reasonable expenses incurred in
the performance of their duties, including the expense of traveling to and from
meetings of the board, if such reimbursement is authorized by the board of
directors.

         2.04 Election of Directors. At each meeting of the shareholders for the
election of directors at which a quorum is present, the persons receiving the
greatest number of votes shall be deemed elected directors. Any shareholder may
cumulate his votes at an election of directors upon fulfillment of the
conditions prescribed in (S).223 of the Michigan Business Corporation Act or any
similar statute which may hereafter be enacted.

         2.05 Term of Office. Each director shall hold office until the annual
meeting of shareholders in the year of the expiration of his term of office, or,
if the election of directors shall not be held at that annual meeting, until a
special meeting of the shareholders for the purpose of electing directors is
held as provided in (S)1.02, or the taking of action by all the shareholders in
writing in lieu of either such meetings,

                                                                    Page 3 of 16



and in any case until his successor is elected and qualified or until his
earlier resignation, removal from office, or death.

         2.06 Resignations. Any director may resign by giving written notice to
the chairman, the president, or the secretary of the Company. Such resignation
shall take effect at the time specified therein. Unless otherwise specified
therein, the acceptance of a resignation shall not be necessary to make it
effective.

         2.07 Removal of Directors. All directors or any individual director may
be removed from office, without assigning any cause, by the affirmative vote of
the holders of record of not less than 75% of the shares having voting power of
the Company with respect to the election of directors, provided that unless all
directors are removed, no individual director shall be removed in case the votes
of a sufficient number of shares are cast against his removal which, if
cumulatively voted at an election of all directors, would be sufficient to elect
at least one director. In case of any such removal, a new director may be
elected at the same meeting for the unexpired term of each director removed. Any
director may also be removed by the board of directors for any of the causes
specified in (S)511 of the Michigan Business Corporation Act or any similar
statute which may hereafter be enacted.

         2.08 Vacancies. A vacancy in the board of directors may be filled by
majority vote of the remaining directors, even though they are less than a
quorum, until the shareholders hold an election to fill the vacancy.
Shareholders entitled to elect directors may elect a director to fill any
vacancy in the board (whether or not the vacancy has previously been temporarily
filled by the remaining directors) at any shareholders' meeting called for that
purpose.

         2.09 Organization of Meetings. At each meeting of the board of
directors, the chairman of the board, or, in his absence, the president, or, in
his absence, a chairman chosen by a majority of the directors present, shall act
as chairman. The secretary of the Company, or, if the secretary shall not be
present, any person whom the chairman of the meeting shall appoint, shall act as
secretary of the meeting.

         2.10 Place of Meetings. Meetings of the board shall be held at such
place or places, within or without the State of Michigan, as may from time to
time be fixed by the board of directors or as shall be specified or fixed in the
notice of the meeting.

         2.11 Regular Meetings. Regular meetings of the board will not be held
unless these bylaws shall be amended to provide therefor.

         2.12 Special Meetings. Special meetings of the board of directors shall
be held whenever called by the chairman of the board, if any, or by the
president, or by any two directors.

         2.13 Notices of Meetings. Every director shall furnish the secretary of
the Company with an address at which notices of meetings and all other corporate
notices may be served on or mailed to him. Unless waived before, at, or after
the meeting as hereinafter provided, notice of each board meeting shall be given
by the chairman, the president, the secretary, an assistant secretary, or the
persons calling such meeting, to each director in any of the following ways:

              (a) By orally informing him of the meeting in person or by
telephone not later than two days before the date of the meeting.

              (b) By delivering written notice to him not later than two days
before the date of the meeting.

                                                                    Page 4 of 16




              (c) By mailing written notice to him, or by sending notice to him
by telegram, cablegram, or radiogram, postage or other costs prepaid, addressed
to him at the address furnished by him to the secretary of the Company, or to
such other address as the person sending the notice shall know to be correct.
Such notice shall be posted or dispatched a sufficient length of time before the
meeting so that in the ordinary course of the mail or the transmission of
telegrams, cablegrams, or radiograms, delivery would normally be made to him not
later than two days before the date of the meeting.

         Unless otherwise required by the articles of incorporation, these
bylaws, or the laws of the State of Michigan (for example, see the provisions or
by general delegation, or by necessary implication) by the board of directors.

                                    ARTICLE 3
                                    Officers

         3.01 Number and Titles. The officers of the Company shall be a chairman
of the board, if needed, a president, one or more vice presidents, if needed, a
secretary, one or more assistant secretaries, if needed, a treasurer, and one or
more assistant treasurers, if needed. The board shall have the discretion to
determine from time to time whether or not a chairman of the board is needed,
the number of vice presidents, if any, the Company shall have, whether or not
assistant secretaries and assistant treasurers are needed, and, if so, the
number of assistant secretaries and assistant treasurers the Company shall have.
If there is more than one vice president, the board may, in its discretion,
establish designations for the vice presidencies so as to distinguish among them
as to their functions or their order, or both. Any two or more offices may be
held by the same person, but no officer shall execute, acknowledge, or verify
any instrument in more than one capacity if such instrument is required by law,
the Company's articles of incorporation, or these regulations to be executed,
acknowledged, or verified by two or more officers.

         3.02 Election, Terms of Office, Qualifications, and Compensation. The
officers shall be elected by the board of directors. Each shall be elected for
an indeterminate term and shall hold office during the pleasure of the board of
directors. The board of directors may hold annual elections of officers; in that
event, each such officer shall hold office until his successor is elected and
qualified unless he earlier is removed by the board of directors. The chairman
of the board, if one is elected, shall be a director, but no other officer need
be a director. The other qualifications of all officers shall be such as the
board of directors may establish from time to time. The board of directors shall
fix the compensation, if any, of each officer.

         3.03 Additional Officers, Agents, Etc. In addition to the officers
mentioned in ss.3.01, the Company may have such other officers, agents, and
committees as the board of directors may deem necessary and may appoint, each of
whom or each member of which shall hold office for such period, have such
authority, and perform such duties as may be provided in these regulations or as
may be determined by the board from time to time. The board of directors may
delegate to any officer or committee the power to appoint any subordinate
officer, agents, or committees. In the absence of any officer, or for any other
reason the board of directors may deem sufficient, the board of directors may
delegate, for the time being, the powers and duties, or any of them, of such
officer to any other officer, or to any director.

         3.04 Removal. Any officer may be removed, either with or without cause,
at any time, by the board of directors at any meeting, the notices (or waivers
of notices) of which shall have specified that such removal action was to be
considered. Any officer appointed by an officer or committee to which the board
shall have delegated the power of appointment may be removed, either with or
without cause, by

                                                                    Page 5 of 16



the committee or superior officer (including successors) who made the
appointment, or by any committee or officer upon whom such power of removal may
be conferred by the board of directors.

     3.05  Resignations. Any officer may resign at any time by giving written
notice to the board of directors, the chairman, the president, or the secretary.
Any such resignation shall take effect at the time specified therein. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     3.06  Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise, shall be filled in the manner
prescribed for regular appointments or elections to such office.

     3.07  Powers, Authority, and Duties of Officers. Officers of the Company
shall have the powers and authority conferred and the duties prescribed by law,
in addition to those specified or provided for in these regulations and such
other powers, authority, and duties as may be determined by the board of
directors from time to time.

                                    ARTICLE 4
                            Shares and Their Transfer

     4.01  Certificates for Shares. Every owner of one or more shares in the
Company shall be entitled to a certificate or certificates, which shall be in
such form as may be approved by the board of directors, certifying the number
and class of shares in the Company owned by him. The certificates for the
respective classes of such shares shall be numbered in the order in which they
are issued and shall be signed in the name of the Company by the chairman, the
president, or a vice president and by the secretary, an assistant secretary, the
treasurer, or assistant treasurer; provided that, if such certificates are
countersigned by a transfer agent or registrar, the signatures of such officers
upon such certificates may be facsimiles, stamped, or printed. If an officer who
has signed or whose facsimile signature has been used, stamped, or printed on
any certificates ceases to be such officer because of death, resignation or
other reason before such certificates are delivered by the Company, such
certificates shall nevertheless be conclusively deemed to be valid if
countersigned by any such transfer agent or registrar. A record shall be kept of
the name of the owner or owners of the shares represented by each such
certificate and the number of shares represented thereby, the date thereof, and
in case of cancellation, the date of cancellation. Every certificate surrendered
to the Company for exchange or transfer shall be cancelled and no new
certificate or certificates shall be issued in exchange for any existing
certificates until such existing certificates shall have been so cancelled,
except in cases provided for in (S)4.04.

     4.02  Transfer of Shares. Any certificate for shares of the Company shall
be transferable in person or by attorney upon the surrender of the certificate
to the Company or any transfer agent for the Company (for the class of shares
represented by the certificate surrendered) properly endorsed for transfer and
accompanied by such assurances as the Company or its transfer agent may require
as to the genuineness and effectiveness of each necessary endorsement. The
person in whose name any shares stand on the books of the Company shall, to the
fullest extent permitted by law, be conclusively deemed to be the unqualified
owner and holder of the shares and entitled to exercise all rights of ownership,
for all purposes relating to the Company. Neither the Company nor any transfer
agent of the Company shall be required to recognize any equitable interest in,
or any claim to, any such shares on the part of any other person, whether
disclosed on the certificate or any other way, nor shall they be required to see
to the performance of any trust or other obligation.

                                                                    Page 6 of 16




     4.03  Bylaws. The board of directors may make such rules and regulations as
it may deem expedient or advisable, not inconsistent with these bylaws,
concerning the issue, transfer, and registration of certificates for shares. It
may appoint one or more transfer agents or one or more registrars, or both, and
may require all certificates for shares to bear the signature of either or both.

     4.04  Lost, Destroyed or Stolen Certificates. A new share certificate or
certificates may be issued in place of any certificate theretofore issued by the
Company which is alleged to have been lost, destroyed, or wrongfully taken upon:
(a) the execution and delivery to the Company by the person claiming the
certificate to have been lost, destroyed, or wrongfully taken of an affidavit of
that fact in form satisfactory to the Company, specifying whether or not the
certificate was endorsed at the time of such alleged loss, destruction or
taking, and (b) the receipt by the Company of a surety bond, indemnity
agreement, or any other assurances satisfactory to the Company and to all
transfer agents and registrars of the class of shares represented by the
certificate against any and all losses, damages, costs, expenses, liabilities or
claims to which they or any of them may be subjected by reason of the issue and
delivery of such new certificate or certificates or with respect to the original
certificate.

                                    ARTICLE 5
                      Examination of Books by Shareholders

     The board of directors may make reasonable rules and regulations
prescribing under what conditions the books, records, accounts, and documents of
the Company, or any of them, shall be open to the inspection of the
shareholders. No shareholder shall be denied any right which is conferred by
ss.487 of the Michigan Business Corporation Act or any other applicable law to
inspect any book, record, account, or document of the Company. An original or
duplicate stock ledger showing the names and addresses of the shareholders and
the number and class of shares issued or transferred of record to or by them
from time to time shall at all times during the usual hours for business be open
to the examination of every shareholder at the principal office or place of
business of the Company in the State of Michigan.

                                    ARTICLE 6
                          Indemnification and Insurance

     6.01  Costs Incurred. The Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that he is or was a director, officer,
employee, or agent of the Company, or is or was serving at the request of the
Company as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, against expenses, including attorneys'
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding provided
that: (a) he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company; (b) with respect to any
criminal action or proceeding, he had no reasonable cause to believe his conduct
was unlawful; and (c) in any action or suit by or in the right of the Company,
no indemnification shall be made with respect to any amounts paid in settlement
or with respect to any claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Company unless and only to the extent that the Circuit Court
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the circuit court or such other court shall deem
proper. The termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent,
shall

                                                                    Page 7 of 16



not of itself, create a presumption that the person did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best
interests of the Company, and with respect to any criminal action or proceeding,
he had reasonable cause to believe that his conduct was unlawful.

     6.02  Indemnification Procedure. Any indemnification under ss.6.01 shall be
made by the Company only if and as authorized in the specific case upon a
determination that indemnification of the director, trustee, officer, employee,
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in ss.6.01. Such determination shall be made by
one of the following methods: (a) by a majority vote of a quorum consisting of
directors of the Company who were not and are not parties to or threatened with
any such action, suit, or proceeding; or (b) if such a quorum is not obtainable
or if a majority vote of a quorum of disinterested directors so directs, in a
written opinion by independent legal counsel retained by the Company, other than
an attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the Company or any person to be
indemnified within the past five years; or (c) by the shareholders; or (d) by
the Circuit Court or the court in which such action, suit, or proceeding was
brought.

     6.03  Advance Payment of Costs. Expenses, including attorneys' fees,
incurred in defending any action, suit, or proceeding referred to in ss.6.01 may
be paid by the Company in advance of the final disposition of such action, suit,
or proceeding as authorized by the directors in the specific case upon receipt
of an undertaking by or on behalf of the director, trustee, officer, employee,
or agent to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the Company as authorized in this Article.

     6.04  Non-Exclusive. The indemnification authorized in this Article shall
not be deemed exclusive of any other rights to which persons seeking
indemnification may be entitled under any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

     6.05  Insurance. The Company may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the
Company, or is or was serving at the request of the Company as a director,
trustee, officer, employee, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the Company
would have the power to indemnify him against such liability under this Article
or under ss.ss.561 to 565 of the Michigan Business Corporation Act.

     6.06  Survival. The indemnification authorized in this Article shall
continue as to a person who has ceased to be a director, trustee, officer,
employee, or agent.

     6.07  Successors. The indemnification authorized in this Article shall
inure to the benefit of the heirs, executors, and administrators of any person
entitled to indemnification under this Article.

                                    ARTICLE 7
                                      Seal

     The board of directors may adopt and alter a corporate seal and use the
same or a facsimile thereof, but failure to affix the corporate seal, if any,
shall not affect the validity of any instrument.

                                                                    Page 8 of 16




                                    ARTICLE 8
                                   Fiscal Year

     The fiscal year of the Company shall be the calendar year unless and until
changed by the board of directors.

                                    ARTICLE 9
                               Amendment of Bylaws

     These bylaws may be amended or new bylaws may be adopted: (a) at any
meeting of the shareholders held for such purpose, by the affirmative vote of
the holders of record of shares entitling them to exercise a majority of the
voting power on such proposal; or (b) without a meeting of the shareholders, by
the written consent of the holders of record of shares entitling them to
exercise a majority of the voting power on such proposal. If any amendment or
new bylaws are adopted without a meeting of the shareholders, the secretary
shall mail a copy of the amendment or new bylaws to each shareholder who would
have been entitled to vote on the proposal but who did not participate in the
adoption of the amendment or new bylaws.

                                   ARTICLE 10
                      Officers and Directors Liability and
                    Indemnity; Transactions With Corporation

     10.01. Definitions Applicable to Article 10.

            (a)  "Applicable Corporate Law" shall mean those statutes comprising
the general corporation law of the jurisdiction in which the Corporation is
incorporated, as amended from time to time.

            (b)  "Breach of Duty" shall mean conduct of a Director or Officer
constituting any one or more of the following:

                 (1)  A willful failure to deal fairly with the Corporation or
its stockholders in connection with a matter in which the Director or Officer
has a material conflict of interest.

                 (2)  A violation of criminal law, unless the Director or
Officer had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

                 (3)  A transaction from which the Director or Officer derived
an improper personal profit.

                 (4)  Willful misconduct.

                 (5)  With respect to any matter or decision being considered by
the Board of Directors or any other officer, such Director or Officer
intentionally or recklessly;

                      (i)   makes any untrue statement or disclosure to the
Board or other Officer of known material information; or

                                                                    Page 9 of 16




                           (ii)  omits to state or otherwise disclose to the
Board or other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or

                           (iii) omits to state or otherwise disclose to the
Board or other Officer known material information which is (or reasonably should
be) known to the Director or Officer to be relevant to the matter or decision
under consideration, regardless of whether or not such information is
specifically requested by the Board or other Officer.

                 (c)  "Claim" means any threatened or asserted claim or cause of
action involving actual or potential liability of a Director or Officer arising
from any act or omission of such person alleged or determined to have been
negligent, grossly negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or regulation thereunder)
or the Employee Retirement Income Security Act of 1974 or any other foreign,
federal, state or local law, rule or regulation which is asserted or brought by
or in the right of the Corporation or by any governmental authority or any other
person or entity.

                 (d)  "Director or Officer" means any of the following:

                      (1)  A natural person who is or was: (i) a director
(elected or appointed by the stockholders or Board of Directors); or (ii) an
officer (elected or appointed by the Board of Directors) of the Corporation; or
(iii) a Trustee.

                      (2)  A natural person who, while such a director or
officer of the Corporation, is or was serving either pursuant to the
Corporation's specific request or as a result of the nature of such person's
duties to the Corporation as a director, officer, partner, trustee, member of
any governing or decision making committee, employee or agent of another
corporation or foreign corporation, partnership, joint venture, trust or other
enterprise.

                      (3)  A natural person who, while such a director or
officer of the Corporation, is or was serving an employee benefit plan because
his or her duties to the Corporation also impose duties on, or otherwise involve
services by, the person to the plan or to participants in or beneficiaries of
the plan.

                      (4)  Unless the context requires otherwise, the estate or
personal representative of any such director, officer or Trustee.

                 This term is not intended to include any person who holds a
position of title of Vice President or other apparent office without formal
election or appointment by the Board of Directors.

                 (e)  "Disinterested Majority" shall mean a majority of the
Board of Directors of the Corporation who are not Parties to the subject
Proceeding or any related Proceeding.

                 (f)  "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

                 (g)  "Liability" includes the obligation to pay any sums or
perform any acts pursuant to a settlement, penalty, assessment, forfeiture,
fine, or judgment, including (without limitation) any excise tax assessed with
respect to any employee benefit plan, punitive damages, costs, and expenses.

                                                                   Page 10 of 16




            (h)  "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

            (i)  "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit, arbitration or other
proceeding of any kind, whether formal or informal, in which a Claim is or may
be asserted against a Director or Officer or in which the Director or Officer is
a witness.

     10.02  Director and Officer Liability Limitations.

            (a)  No Director or Officer shall be liable to the Corporation, its
shareholders or any person asserting rights on behalf of the Corporation or its
shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or other tortious or otherwise culpable conduct, unless
the person asserting liability proves that the breach or failure to perform
constitutes a Breach of Duty. In addition to and not in limitation of the
foregoing, no Officer shall have any liability for acts or omissions
constituting business judgment within the business judgment rule.

            (b)  The provisions of this Section 10.02 shall not be exclusive of
any other defenses such a Director or Officer may have with respect to any Claim
asserting a Liability.

            (c)  The Board of Directors (by majority vote or consent) may grant
similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.

     10.03  Mandatory Indemnification.

            (a)  Indemnification for Expenses. The Corporation shall indemnify a
Director or Officer for all Expenses incurred (i) in the successful defense of
any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as a
non-Party witness in any Proceeding.

            (b)  Indemnification for Liability and Expenses. The Corporation
shall indemnify a Director or Officer for all Liability and Expenses with
respect to any Claim against such person in a Proceeding to which such person
was a Party because he or she is or was a Director or Officer, unless such
Liability and Expenses were incurred because the Director or Officer is
determined to have engaged in conduct constituting a Breach of Duty.

            (c)  Indemnification Exclusion for Collateral Sources.
Notwithstanding the foregoing provision of this Section 10.03, indemnification
shall not be required for any Liability or Expenses to the extent the same have
been paid or are covered under any collectible insurance policy or are otherwise
paid or reimbursed by any third party under a legal or contractual obligation to
do so.

            (d)  Reliance on Applicable Corporation Law or Bylaw. Without
intending to limit the generality of the indemnification rights provided under
subsections 10.03(a) and (b) above, the Corporation shall indemnify a Director
or Officer for all Liability and Expenses with respect to any Claim against such
person in a Proceeding which is based, in whole or in part, on such person's
reliance on the validity of any provision of the Applicable Corporation Law or
these Bylaws, even though it is thereafter determined that such provision was
invalid or otherwise could not have justifiably been relied upon.

                                                                   Page 11 of 16




     10.04  Procedural Requirements for Determination That Indemnification is
Proper.

            (a)  Written Request for Indemnification. A Director or Officer who
seeks indemnification shall make a written request therefor to the Corporation,
selecting a means for determining his or her right to indemnification as
provided under subsection 10.04(b) hereof.

            (b)  Determination of Indemnification. Within 60 days of receipt by
the Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:

                 (i)   by majority vote of a Disinterested Majority if so
designated by the Director or Officer seeking indemnification. If a
Disinterested Majority cannot be obtained, the Director or Officer may designate
that such determination be made by a majority vote of a committee duly appointed
by the Board of Directors and consisting solely of two or more directors not at
the time Parties to the same or related Proceedings. Directors who are Parties
to the same or related Proceedings may participate in the designation of members
of the committee;

                 (ii)  by independent legal counsel if so designated by the
Director or Officer; provided that such counsel shall be mutually selected by
such Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;

                 (iii) by a panel of three arbitrators if so designated by the
Director or Officer, which shall be selected from the panel of arbitrators of
the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or

                 (iv)  by a court if so designated by the Director or Officer,
pursuant to and in accordance with the Applicable Corporation Law.

            The results and basis of the determination made hereunder shall be
submitted in writing to the Corporation and the Director or Officer (the
"Indemnity Decision").

            (c)  No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.

            (d)  Payment of Liabilities and Expenses; Waiver of Claims.

                 (1)   If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 10.05), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director or Officer is
entitled to

                                                                   Page 12 of 16



indemnification against Liabilities and Expenses incurred in connection with
some Claims, but not as to others (such as if Claims are asserted to involve
some conduct constituting a Breach of Duty and other conduct which does not),
payment of the Liability and Expenses shall be apportioned by applying the
following:

            If the Director or Officer sustains Liability for equal dollar
            amounts to a given party or person under two or more Claims arising
            from the same general conduct, transaction or series of events (even
            though divisible for purposes of establishing Liability), one of
            which would require indemnification and the other of which would
            not, it shall be conclusively presumed that the Liability and all
            Expenses related thereto were sustained and incurred solely with
            respect to the Claim for which indemnification is required; and if
            the Director or Officer sustains Liability and Expenses for
            different dollar amounts to a given party or person under two or
            more Claims arising from the same general conduct, transaction or
            series of events (even though divisible for purposes of establishing
            Liability), one of which would require indemnification and the other
            of which would not, it shall be conclusively presumed that the
            Liability for which indemnification is required is the sole
            Liability up to the dollar amount thereof (the "covered Liability")
            and the Liability for which indemnification is not required (the
            "Non-Covered Liability") is reduced by the amount of the Covered
            Liability (resulting in a "Net Non-Covered Liability") and the
            Expenses shall be apportioned on the basis of the respective amounts
            of the Covered Liability and the Net Non-Covered Liability such that
            the Director or Officer shall be entitled to indemnification for the
            Covered Liability and the apportioned Expenses attributable to such
            Covered Liability. The foregoing shall apply regardless of whether
            the Claim for the Non-Covered Liability and the resulting Expenses
            in defense thereof occurs prior to or following assertion of the
            Claim for the Covered Liability and regardless of the actual time,
            effort and Expenses involved in defense of the respective Claims.

                 (2)   The Corporation waives all right and claims against each
Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

            (e)  Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.

     10.05  Advancement of Expenses.

            (a)  Procedure. Upon written request by a Director or Officer who is
a non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in conduct constituting a Breach of Duty;
(ii) an executed written undertaking by the Director or Officer to repay any
advances made under this Section if it is ultimately determined that the
Director or Officer is not entitled to be indemnified by the Corporation; and
(iii) written evidence of the Expenses incurred.

            (b)  Ability to Repay; Undertaking to be Unsecured. The undertaking
provided in this Section shall be accepted by the Corporation without reference
to the Directors' or Officers' ability to

                                                                   Page 13 of 16



repay the allowance. The undertaking shall be unsecured and the Director or
Officer shall not be required to pay interest on such amounts prior to a final
determination that repayment is required.

     10.06  Right of Director or Officer to Bring Suit. If an Indemnity Decision
is not issued within the time specified or such Indemnity Decision finds that
the Director or Officer is not entitled to indemnification or the Corporation
fails to make prompt payment pursuant to an Indemnity Decision, or a request for
an advancement of Expenses under Section 10.05 is refused, the Director or
Officer may at any time thereafter bring suit against the Corporation to recover
the unpaid Liability and/or Expense. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement or
Expenses pursuant to the terms of an undertaking, the Director or Officer shall
be entitled to recover the expense of successfully prosecuting or defending such
suit. If the Director or Officer engaged in conduct constituting a Breach of
Duty, such fact: (i) shall be a defense to any claim for indemnification against
the Corporation (except for advancement of Expenses prior to completion of a
Proceeding); and (ii) shall entitle the Corporation to recover all Expenses
advanced prior to completion of the Proceeding pursuant to the terms of the
undertaking once such fact has been established or admitted by the Director or
Officer.

     An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

     10.07  Permissible Considerations. A Director or Officer, in the discharge
of his or her duties to the Corporation and in making any decision or performing
any other act in such capacity, is not limited to considering only the economic
interests of shareholders in determining what is best for the Corporation, but
may also consider the following: (a) the effects of the action on employees,
suppliers and customers of the Corporation; (b) effects on the community in
which the Corporation operates; and (c) any other factors the Director or
Officer considers pertinent.

     10.08  Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and competent as to the matters presented or as to which
the Director or Officer has no compelling reason to believe is not reliable or
competent; (b) legal counsel, public accountants or other persons as to matters
the Director or Officer believes in good faith are within the person's
professional or expert competence; and (c) information presented to the Board of
Directors by any person, officer, employee or committee of the Board where it is
believed in good faith the report merits confidence or where the Director or
Officer has no compelling reason to believe it does not merit confidence.

     10.09  Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer against any Liability
asserted against or incurred by the individual in any such capacity or arising
out of his status as such, regardless of whether the Corporation is required or
authorized to indemnify such person for Liability or Expenses under this
Article.

                                                                   Page 14 of 16




     10.10  Severability and Intent. If any provision of this Article shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.

     10.11  Notice to the Corporation. A Director or Officer shall promptly
notify the Corporation in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.

     10.12  Indemnification and Allowance of Expenses of Certain Others.

            (a)  Employee of Authorized Agent. The Board of Directors may, in
its sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.

            (b)  Indemnity Agreements. The Board of Directors, by majority vote
or consent, may authorize the Corporation to enter written indemnity agreements
with: (i) any Director or Officer of the Corporation, which may further expand
the indemnification rights provided under these Bylaws or the Applicable
Corporation Law; and (ii) any employee or agent of the Corporation, which may
extend to such person the same, greater or lesser rights of indemnification and
reliance as those afforded to Directors and Officers under this Article.

     10.13  Amendment. This Article may only be altered, amended or repealed by
a vote of not less than two-thirds of the Corporation's outstanding Class A
common stock entitled to vote; provided, however, that the Board of Directors
may alter or amend this Article without such stockholder approval if any such
alteration or amendment is (a) made in order to conform to any amendment or
revision of the Applicable Corporation Law, which (i) expands or permits the
expansion of a Director's or Officer's right to indemnification thereunder; (ii)
limits or eliminates, or permits the limitation or elimination of, the liability
of a Director or Officer; or (iii) is otherwise beneficial to the Directors and
Officers or (b) an alteration or amendment which is otherwise deemed by the
Board of Directors to be an immaterial modification. No amendment of this
Article shall terminate, reduce or impair a Director's or Officer's rights to
indemnification for any act, occurrence or event taking place prior to the
effective date of such amendment and delivery of notice thereof to such Director
or Officer, regardless of when any Claim relating thereto is actually asserted.

     10.14  Nonexclusivity of Article 10. The rights of a Director or Officer
(or any other person) granted under this Article shall not be deemed exclusive
of any other rights to indemnification against Liabilities or allowance of
Expenses which the Director or Officer (or such other person) may be entitled to
under any written agreement, Board of Directors resolution, vote of shareholders
of the Corporation or under the Applicable Corporation Law or otherwise. Nothing
contained in this Article shall be deemed to

                                                                   Page 15 of 16



limit the Corporation's obligations to indemnify against Liabilities or allow
expenses to a Director or Officer under the Applicable Corporation Law.

                                                                   Page 16 of 16

EX-3.19

                                                                    EXHIBIT 3.19

          PICK `N SAVE WAREHOUSE FOODS, INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

Article I.     The name of the corporation is: PICK `N SAVE WAREHOUSE FOODS,
               INC.

Article II.    The period of its existence is perpetual.

Article III.   The purpose for which the corporation is organized is to engage
               in any lawful activity within the purpose for which corporations
               may be organized under the Wisconsin Business Corporation Law,
               Chapter 180 of the Wisconsin Statutes.

Article IV.    The aggregate number of shares which the corporation shall have
               authority to issue is two thousand five hundred (2,500)
               consisting of one class only, designated as "Common Stock,"
               without par value.

Article V.     The number of directors is five (5).

Article VI.    The address of the registered office of the corporation is 23000
               Roundy Drive, Pewaukee, Wisconsin 53072, and the name of its
               registered agent at such address is Edward G. Kitz.

Article VII.   The name and address of the incorporator is: Robert E. Hackett,
               Jr., 700 North Milwaukee Street, Milwaukee, Wisconsin 53202.

EX-3.20

                                                                    EXHIBIT 3.20

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                       PICK `N SAVE WAREHOUSE FOODS, INC.
                            (a Wisconsin corporation)

                               VARIABLE REFERENCES

        0.01. Date of annual shareholders' meeting (See Section 2.01):



 10:30 a.m.            1st              Tuesday             Fourth (4th)                19  76
- ------------        ---------         -----------           --------------                  ----
                                                                            
(Hour)              (Week)            (Day)               (Month)                       (First Year)


*


           0.02. Required notice of shareholders' meeting (See Section 2.04):
not less than ten (10) days

*


              0.03. Authorized number of directors (See Section 3.01): Five (5)

*


         0.04. Required notice of directors' meetings (See Section 3.05):

         (a) not less than   72   hours if by mail, and

         (b) not less than   24   hours if by telegram or personal delivery.

*


        0.05. Authorized number of Vice Presidents (See Section 4.01):  One (1)

*

         0.06. The fiscal year of the corporation shall begin on: Jan.   1
(See Section 9.01)

*



* These spaces are reserved for official notation of future amendments to these
sections.



                                    ARTICLE I
                                     OFFICES

         1.01.  Principal and Business Offices. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

         1.02.  Registered Office. The registered office of the corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors. The business office of the registered
agent of the corporation shall be identical to such registered office.

                                   ARTICLE II
                                  SHAREHOLDERS

         2.01.  Annual Meeting. The annual meeting of the shareholders shall be
held at the date and hour in each year set forth in Section 0.01, or at such
other time and date within thirty days before or after said date as may be fixed
by or under the authority of the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Wisconsin, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated
herein, or fixed as herein provided, for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
conveniently may be.

         2.02.  Special Meeting. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or the Board of Directors or by the person designated in the
written request of the holders of not less than one-tenth of all shares of the
corporation entitled to vote at the meeting.

         2.03.  Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Wisconsin, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of
Wisconsin, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal business office of the corporation in the State of Wisconsin or
such other suitable place in the county of such principal office as may be
designated by the person calling such meeting, but any meeting may be adjourned
to reconvene at any place designated by vote of a majority of the shares
represented thereat.

         2.04.  Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than the number of
days set forth in Section 0.02 (unless a longer period is required by law or the
articles of incorporation) nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or other officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock record
books of the corporation, with postage thereon prepaid.

         Whenever any notice is required to be given to any shareholder to whom
communication is made unlawful by any law of the United States, whenever
enacted, or by any rule, regulation, proclamation or

                                       1



executive order issued under any such law, the giving of such notice to such
shareholder shall not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such notice to
such shareholder.

         2.05.  Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the close of business on the date on which notice of the
meeting is mailed or on the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall be applied to any adjournment
thereof except where the determination has been made through the closing of the
stock transfer books and the stated period of closing has expired.

         2.06.  Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, with the address of and the number of
shares held by each, which list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.

         2.07.  Quorum. Except as otherwise provided in the articles of
incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum
is present, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
shareholders unless the vote of a greater number or voting by classes is
required by law or the articles of incorporation. Though less than a quorum of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

         2.08.  Conduct of Meetings. The President, or in his absence, the
Executive Vice President, if there be one and he is present, or in their
absence, a Vice President in the order provided under Section 4.08, and in their
absence, any person chosen by the shareholders present shall call the meeting of
the shareholders to order and shall act as chairman of the meeting, and the
Secretary of the corporation shall act as secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.

         2.09.  Proxies. At all meetings of shareholders, a shareholder entitled
to vote may vote in person or by proxy appointed in writing by the shareholder
or by his duly authorized attorney in fact.

                                       2



Such proxy shall be filed with the Secretary of the corporation before or at the
time of the meeting. Unless otherwise provided in the proxy, a proxy may be
revoked at any time before it is voted, either by written notice filed with the
Secretary or the acting secretary of the meeting or by oral notice given by the
shareholder to the presiding officer during the meeting. The presence of a
shareholder who has filed his proxy shall not of itself constitute a revocation.
No proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy. The Board of Directors shall have the
power and authority to make rules establishing presumptions as to the validity
and sufficiency of proxies.

         2.10.  Voting of Shares. Each outstanding share shall be entitled to
one vote upon each matter submitted to a vote at a meeting of shareholders,
except to the extent that the voting rights of the shares of any class or
classes are enlarged, limited or denied by the articles of incorporation.

         2.11.  Voting of Shares by Certain Holders.

                (a)  Other Corporations. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the president of such
corporation or any other officer appointed by such president. A proxy executed
by any principal officer of such other corporation or assistant thereto shall be
conclusive evidence of the signer's authority to act, in the absence of express
notice to this corporation, given in writing to the Secretary of this
corporation, of the designation of some other person by the board of directors
or the bylaws of such other corporation.

                (b)  Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy, receiver,
or assignee for creditors may be voted by him, either in person or by proxy,
without a transfer of such shares into his name, provided that there is filed
with the Secretary before or at the time of meeting proper evidence of his
incumbency and the number of shares held. Shares standing in the name of a
fiduciary may be voted by him, either in person or by proxy. A proxy executed by
a fiduciary, shall be conclusive evidence of the signer's authority to act, in
the absence of express notice to this corporation, given in writing to the
Secretary of this corporation, that such manner of voting is expressly
prohibited or otherwise directed by the document creating the fiduciary
relationship.

                (c)  Pledgees. A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.

                (d)  Treasury Stock and Subsidiaries. Neither treasury shares,
nor shares held by another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation is held by this
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares entitled to vote, but shares of its own issue held
by this corporation in a fiduciary capacity, or held by such other corporation
in a fiduciary capacity, may be voted and shall be counted in determining the
total number of outstanding shares entitled to vote.

                (e)  Minors. Shares held by a minor may be voted by such minor
in person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the corporation has
received written notice or has actual knowledge that such shareholder is a
minor.

                (f)  Incompetents and Spendthrifts. Shares held by an
incompetent or spendthrift may be voted by such incompetent or spendthrift in
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the corporation has actual
knowledge that such shareholder has been adjudicated an incompetent or
spendthrift or actual knowledge of filing of judicial proceedings for
appointment of a guardian.

                                       3



                (g)  Joint Tenants. Shares registered in the names of two or
more individuals who are named in the registration as joint tenants may be voted
in person or by proxy signed by any one or more of such individuals if either
(i) no other such individual or his legal representative is present and claims
the right to participate in the voting of such shares or prior to the vote files
with the Secretary of the corporation a contrary written voting authorization or
direction or written denial of authority of the individual present or signing
the proxy proposed to be voted or (ii) all such other individuals are deceased
and the Secretary of the corporation has no actual knowledge that the survivor
has been adjudicated not to be the successor to the interests of those deceased.

         2.12.  Waiver of Notice by Shareholders. Whenever any notice whatever
is required to be given to any shareholder of the corporation under the articles
of incorporation or bylaws or any provision of law, a waiver thereof in writing,
signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice; provided that such waiver in respect to any matter of which notice
is required under any provision of the Wisconsin Business Corporation Law, shall
contain the same information as would have been required to be included in such
notice, except the time and place of meeting.

         2.13.  Unanimous Consent without Meeting. Any action required or
permitted by the articles of incorporation or bylaws or any provision of law to
be taken at a meeting-of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

                                   ARTICLE III
                               BOARD OF DIRECTORS

         3.01.  General Powers and Number. The business and affairs of the
corporation shall be managed by its Board of Directors. The number of directors
of the corporation shall be as set forth in Section 0.03.

         3.02.  Tenure and Qualifications. Each director shall hold office until
the next annual meeting of shareholders and until his successor shall have been
elected, or until his prior death, resignation or removal. A director may be
removed from office by affirmative vote of a majority of the outstanding shares
entitled to vote for the election of such director, taken at a meeting of
shareholders called for that purpose. A director may resign at any time by
filing his written resignation with the Secretary of the corporation. Directors
need not be residents of the State of Wisconsin or shareholders of the
corporation.

         3.03.  Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after the annual
meeting of shareholders, and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at such
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the State of Wisconsin, for the holding
of additional regular meetings without other notice than such resolution.

         3.04.  Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President, Secretary or any two directors.
The President or Secretary calling any special meeting of the Board of Directors
may fix any place, either within or without the State of Wisconsin, as the place
for holding any special meeting of the Board of Directors called by them, and if
no other place is fixed the place of meeting shall be the principal business
office of the corporation in the State of Wisconsin.

                                       4



         3.05.  Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given by
written notice delivered personally or mailed or given by telegram to each
director at his business address or at such other address as such director shall
have designated in writing filed with the Secretary, in each case not less than
that number of hours prior thereto as set forth in Section 0.04. If-mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Whenever any notice whatever is required to be given to any
director of the corporation under the articles of incorporation or bylaws or any
provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the director entitled to such notice,
shall be deemed equivalent to the giving of such notice. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

         3.06.  Quorum. Except as otherwise provided by law or by the articles
of incorporation or these bylaws, a majority of the number of directors set
forth in Section 0.03 shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but a majority of the directors
present (though less than such quorum) may adjourn the meeting from time to time
without further notice.

         3.07.  Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by law or by the
articles of incorporation or these bylaws.

         3.08.  Conduct of Meetings. The Chairman of the Board, if there be one
and he is present, or the President, and in his absence the Executive Vice
President, or in his absence a Vice President in the order provided under
Section 4.08, and in their absence, any director chosen by the directors
present, shall call meetings of the Board of Directors to order and shall act as
chairman of the meeting. The Secretary of the corporation shall act as secretary
of all meetings of the Board of Directors, but in the absence of the Secretary,
the presiding officer may appoint any Assistant Secretary or any director or
other person present to act as secretary of the meeting.

         3.09.  Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the directors then in office, though less than a quorum of the Board
of Directors; provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the shareholders shall have the right to
fill such vacancy at the same meeting or any adjournment thereof.

         3.10.  Compensation. The Board of Directors, by affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits or payments, to directors, officers and employees
and to their estates, families, dependents or beneficiaries on account of prior
services rendered by such directors, officers and employees to the corporation.

         3.11.  Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors or a committee thereof of which
he is a member at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in

                                       5



the minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

         3.12.  Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the number of directors set forth in Section
0.03 may designate one or more committees, each committee to consist of three or
more directors elected by the Board of Directors, which to the extent provided
in said resolution as initially adopted, and as thereafter supplemented or
amended by further resolution adopted by a like vote, shall have and may
exercise, when the Board of Directors is not in session, the powers of the Board
of Directors in the management of the business and affairs of the corporation,
except action in respect to dividends to shareholders, election of the principal
officers or the filling of vacancies in the Board of Directors or committees
created pursuant to this section. The Board of Directors may elect one or more
of its members as alternate members of any such committee who may take the place
of any absent member or members at any meeting of such committee, upon request
by the President or upon request by the chairman of such meeting. Each such
committee shall fix its own rules governing the conduct of its activities and
shall make such reports to the Board of Directors of its activities as the Board
of Directors may request.

         3.13.  Unanimous Consent without Meeting. Any action required or
permitted by the articles of incorporation or bylaws or any provision of law to
be taken by the Board of Directors or Committee thereof at a meeting or by
resolution may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors or members of the
committee then in office.

                                   ARTICLE IV
                                    OFFICERS

         4.01.  Number. The principal officers of the corporation shall be a
President, the number of Vice Presidents as set forth in Section 0.05, a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors. The election of a larger number of Vice Presidents shall of itself
constitute an amendment of the number of Vice Presidents provided in the
foregoing sentence. The Board of Directors may designate one of the Vice
Presidents as the Executive Vice President. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person, except the
offices of President and Secretary and the offices of President and Vice
President.

         4.02.  Election and Term of Office. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected or until his prior death, resignation or removal.

         4.03.  Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgement the best interests of the corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.

         4.04.  Vacancies.  A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

                                       6



         4.05.  Chairman of the Board. The Board of Directors may elect one of
its members the Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the shareholders and directors at which he is present. He
shall be ex officio a member of all standing committees and shall be Chairman of
such committees as is determined by the Board of Directors. He shall have such
other powers and duties as may from time to time be prescribed by the bylaws or
by resolution of the Board of Directors.

         4.06.  President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall have authority, subject to such rules as
may be prescribed by the Board of Directors, to appoint such agents and
employees of the corporation as he shall deem necessary, to prescribe their
powers, duties and compensation, and to delegate authority to them. Such agents
and employees shall hold office at the discretion of the President. He shall
have authority to sign, execute and acknowledge, on behalf of the corporation,
all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and
all other documents or instruments necessary or proper to be executed in the
course of the corporation's regular business, or which shall be authorized by
resolution of the Board of Directors; and, except as otherwise provided by law
or the Board of Directors, he may authorize any Vice President or other officer
or agent of the corporation to sign, execute and acknowledge such documents or
instruments in his place and stead. In general he shall perform all duties
incident to the office of President and such other duties as may be prescribed
by the Board of Directors from time to time.

         4.07.  The Executive Vice President. The Executive Vice President, if
one be designated, shall assist the President in the discharge of supervisory,
managerial and executive duties and functions. In the absence of the President
or in the event of his death, inability or refusal to act, the Executive Vice
President shall perform the duties of the President and when so acting shall
have all the powers and duties of the President. He shall perform such other
duties as from time to time may be assigned to him by the Board of Directors or
the President.

         4.08.  The Vice Presidents. In the absence of the President and the
Executive Vice President or in the event of their death, inability or refusal to
act, or in the event for any reason it shall be impracticable for them to act
personally, the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or Assistant
Secretary, certificates for shares of the corporation; and shall perform such
other duties and have such authority as from time to time may be delegated or
assigned to him by the President or by the Board of Directors. The execution of
any instrument of the corporation by any Vice President shall be conclusive
evidence, as to third parties, of his authority to act in the stead of the
President. Vice Presidents may be designated as the Vice President of a
specified division, department or portion of the corporation's business.

         4.09.  The Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep or arrange for
the keeping of a register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (e) sign with the
President, or a Vice President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other

                                       7



duties and exercise such authority as from time to time may be delegated or
assigned to him by the President or by the Board of Directors.

         4.10.  The Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the corporation in
such banks, trust companies or other depositaries as shall be selected in
accordance with the provisions of Section 5.04; and (c) in general perform all
of the duties incident to the office of Treasurer and have such other duties and
exercise such other authority as from time to time may be delegated or assigned
to him by the President or by the Board of Directors. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.

         4.11.  Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.

         4.12.  Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint any person to act as assistant to any officer,
or as agent for the corporation in his stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer or other agent so appointed by
the Board of Directors shall have the power to perform all the duties of the
office to which he is so appointed to be assistant, or as to which he is so
appointed to act, except as such power may be otherwise defined or restricted by
the Board of Directors.

         4.13.  Salaries. The salaries of the principal officers shall be fixed
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.

                                    ARTICLE V
          CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

         5.01.  Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the President or one of the Vice Presidents and by the Secretary an Assistant
Secretary, the Treasurer or an Assistant Treasurer; the Secretary or an
Assistant Secretary, when necessary or required shall affix the corporate seal
thereto; and when so executed no other party to such instrument or any third
party shall be required to make any inquiry into the authority of the signing
officer or officers.

         5.02.  Loans. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

                                       8



         5.03.  Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness

         5.04.  Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

         5.05.  Voting of Securities Owned by this Corporation. Subject always
to the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation if he be present, or in his
absence by the Executive Vice President if there be one and he is present, or in
his absence by any Vice President of this corporation who may be present, and
(b) whenever, in the judgement of the President, or in his absence, the
Executive Vice President if there be one, or in his absence any Vice President,
it is desirable for this corporation to execute a proxy or written consent in
respect to any shares or other securities issued by any other corporation and
owned by this corporation, such proxy or consent shall be executed in the name
of this corporation by the President, the Executive Vice President, or one of
the Vice Presidents of this corporation, without necessity of any authorization
by the Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.

                                   ARTICLE VI
                    CERTIFICATE FOR SHARES AND THEIR TRANSFER

         6.01.  Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the President,
the Executive Vice President, or a Vice President and by the Secretary or an
Assistant Secretary. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except as provided
in Section 6.06.

         6.02.  Facsimile Signatures and Seal. The seal of the corporation on
any certificates for shares may be a facsimile. The signatures of the officers
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation itself
or an employee of the corporation.

         6.03.  Signature b Former Officers. In case any officer, who has signed
or whose facsimile signature has been placed upon any certificate for shares,
shall have ceased to be such officer before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer at
the date of its issue.

         6.04.  Transfer of Shares. Prior to due presentment of a certificate
for shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and power of an owner.
Where a certificate for shares is presented to the corporation with a request to
register for transfer, the corporation shall not be liable to the owner or any
other person suffering loss as a result of such registration of transfer if (a)
there were on or with the certificate the necessary endorsements, and (b) the
corporation had

                                       9



no duty to inquire into adverse claims or has discharged any such duty. The
corporation may require reasonable assurance that said endorsements are genuine
and effective and compliance with such other regulations as may be prescribed
under the authority of the Board of Directors.

         6.05.  Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

         6.06.  Lost, Destroyed or Stolen Certificates. Where the owner claims
that his certificate for shares has been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (a) so requests
before the corporation has notice that such shares have been acquired by a bona
fide purchaser, and (b) files with the corporation a sufficient indemnity bond,
and (c) satisfies such other reasonable requirements as the Board of Directors
may prescribe.

         6.07.  Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation. When payment of the consideration for which shares are to be issued
shall have been received by the corporation, such shares shall be deemed to be
fully paid and nonassessable by the corporation. No certificate shall be issued
for any share until such share is fully paid.

         6.08.  Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the State of Wisconsin as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
corporation.

                                   ARTICLE VII
                                      SEAL

         7.01.  The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words, "Corporate Seal."

                                  ARTICLE VIII
                                   AMENDMENTS

         8.01.  By Shareholders. These bylaws may be altered, amended or
repealed and new bylaws may be adopted by the shareholders by affirmative vote
of not less than a majority of the shares present or represented at any annual
or special meeting of the shareholders at which a quorum is in attendance.

         8.02.  By Directors. These bylaws may also be altered, amended or
repealed and new bylaws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance; but no bylaw adopted by the shareholders shall be
amended or repealed by the Board of Directors if the bylaw so adopted so
provides.

         8.03.  Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
bylaws then in effect but is taken or authorized by affirmative vote of not less
than the number of shares or the number of directors required to amend the
bylaws so that the bylaws would be consistent with such action, shall be given
the same effect as though

                                       10



the bylaws had been temporarily amended or suspended so far, but only so far, as
is necessary to permit the specific action so taken or authorized.

                                   ARTICLE IX
                                   FISCAL YEAR

         9.01.   The fiscal year of the corporation shall begin on the date set
forth in Section 0.06.


                        ARTICLE X. OFFICERS AND DIRECTORS
             LIABILITY AND INDEMNITY; TRANSACTIONS WITH CORPORATION

         10.01.  Definitions Applicable to Article X.

                 (a)  "Applicable Corporate Law" shall mean those statutes
comprising the general corporation law of the jurisdiction in which the
Corporation is incorporated, as amended from time to time.

                 (b)  "Breach of Duty" shall mean conduct of a Director or
Officer constituting any one or more of the following:

                      (1)  A willful failure to deal fairly with the Corporation
or its stockholders in connection with a matter in which the Director or Officer
has a material conflict of interest.

                      (2)  A violation of criminal law, unless the Director or
Officer had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

                      (3)  A transaction from which the Director or Officer
derived an improper personal profit.

                      (4)  Willful misconduct.

                      (5)  With respect to any matter or decision being
considered by the Board of Directors or any other officer, such Director or
Officer intentionally or recklessly;

                           (i)    makes any untrue statement or disclosure to
the Board or other Officer of known material information; or

                           (ii)   omits to state or otherwise disclose to the
Board or other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or

                           (iii)  omits to state or otherwise disclose to the
Board or other Officer known material information which is (or reasonably should
be) known to the Director or Officer to be relevant to the matter or decision
under consideration, regardless of whether or not such information is
specifically requested by the Board or other Officer.

                 (c)  "Claim" means any threatened or asserted claim or cause of
action involving actual or potential liability of a Director or Officer arising
from any act or omission of such person alleged or determined to have been
negligent, grossly negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or regulation thereunder)
or the Employee

                                       11



Retirement Income Security Act of 1974 or any other foreign,
federal, state or local law, rule or regulation which is asserted or brought by
or in the right of the Corporation or by any governmental authority or any other
person or entity.

                 (d)  "Director or Officer" means any of the following:

                      (1)  A natural person who is or was: (i) a director
(elected or appointed by the stockholders or Board of Directors); or (ii) an
officer (elected or appointed by the Board of Directors) of the Corporation; or
(iii) a Trustee.

                      (2)  A natural person who, while such a director or
officer of the Corporation, is or was serving either pursuant to the
Corporation's specific request or as a result of the nature of such person's
duties to the Corporation as a director, officer, partner, trustee, member of
any governing or decision making committee, employee or agent of another
corporation or foreign corporation, partnership, joint venture, trust or other
enterprise.

                      (3)  A natural person who, while such a director or
officer of the Corporation, is or was serving an employee benefit plan because
his or her duties to the Corporation also impose duties on, or otherwise involve
services by, the person to the plan or to participants in or beneficiaries of
the plan.

                      (4)  Unless the context requires otherwise, the estate or
personal representative of any such director, officer or Trustee.

                  This term is not intended to include any person who holds a
position of title of Vice President or other apparent office without formal
election or appointment by the Board of Directors.

                 (e)  "Disinterested Majority" shall mean a majority of the
Board of Directors of the Corporation who are not Parties to the subject
Proceeding or any related Proceeding.

                 (f)  "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

                 (g)  "Liability" includes the obligation to pay any sums or
perform any acts pursuant to a settlement, penalty, assessment, forfeiture,
fine, or judgment, including (without limitation) any excise tax assessed with
respect to any employee benefit plan, punitive damages, costs, and expenses.

                 (h)  "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

                 (i)  "Proceeding" means any threatened, pending or completed
civil, criminal, administrative or investigative action, suit, arbitration or
other proceeding of any kind, whether formal or informal, in which a Claim is or
may be asserted against a Director or Officer or in which the Director or
Officer is a witness.

         10.02   Director and Officer Liability Limitations.
                 ------------------------------------------

                 (a)  No Director or Officer shall be liable to the Corporation,
its shareholders or any person asserting rights on behalf of the Corporation or
its shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or

                                       12



other tortious or otherwise culpable conduct, unless the person asserting
liability proves that the breach or failure to perform constitutes a Breach of
Duty or conduct for which the Director is liable under Section 180.0828 of the
Wisconsin Business Corporation Law. In addition to and not in limitation of the
foregoing, no Director or Officer shall have any liability for acts or omissions
constituting business judgment within the business judgment rule.

                 (b)  The provisions of this Section 10.02 shall not be
exclusive of any other defenses such a Director or Officer may have with respect
to any Claim asserting a Liability.

                 (c)  The Board of Directors (by majority vote or consent) may
grant similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.

         10.03   Mandatory Indemnification.

                 (a)  Indemnification for Expenses. The Corporation shall
indemnify a Director or Officer for all Expenses incurred (i) in the successful
defense of any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as
a non-Party witness in any Proceeding.

                 (b)  Indemnification for Liability and Expenses. The
Corporation shall indemnify a Director or Officer for all Liability and Expenses
with respect to any Claim against such person in a Proceeding to which such
person was a Party because he or she is or was a Director or Officer, unless
such Liability and Expenses were incurred because the Director or Officer is
determined to have engaged in conduct constituting a Breach of Duty.

                 (c)  Indemnification Exclusion for Collateral Sources.
Notwithstanding the foregoing provision of this Section 10.03, indemnification
shall not be required for any Liability or Expenses to the extent the same have
been paid or are covered under any collectible insurance policy or are otherwise
paid or reimbursed by any third party under a legal or contractual obligation to
do so.

                 (d)  Reliance on Applicable Corporation Law or Bylaw. Without
intending to limit the generality of the indemnification rights provided under
subsections 10.03(a) and (b) above, the Corporation shall indemnify a Director
or Officer for all Liability and Expenses with respect to any Claim against such
person in a Proceeding which is based, in whole or in part, on such person's
reliance on the validity of any provision of the Applicable Corporation Law or
these Bylaws, even though it is thereafter determined that such provision was
invalid or otherwise could not have justifiably been relied upon.

         10.04   Procedural Requirements for Determination That Indemnification
is Proper.

                 (a)  Written Request for Indemnification. A Director or Officer
who seeks indemnification shall make a written request therefor to the
Corporation, selecting a means for determining his or her right to
indemnification as provided under subsection 10.04(b) hereof.

                 (b)  Determination of Indemnification. Within 60 days of
receipt by the Corporation of the Director's or Officer's request for
indemnification, a determination shall be made as to whether or not the Director
or Officer requesting indemnification engaged in conduct constituting a Breach
of Duty and, as a result, is or is not entitled to indemnification under this
Article. Such determination shall be made:

                      (i)   by majority vote of a Disinterested Majority if so
designated by the Director or Officer seeking indemnification. If a
Disinterested Majority cannot be obtained, the Director or Officer may designate
that such determination be made by a majority vote of a committee duly

                                       13



appointed by the Board of Directors and consisting solely of two or more
directors not at the time Parties to the same or related Proceedings. Directors
who are Parties to the same or related Proceedings may participate in the
designation of members of the committee;

                      (ii)   by independent legal counsel if so designated by
the Director or Officer; provided that such counsel shall be mutually selected
by such Director or Officer and by a Disinterested Majority or, if a
Disinterested Majority cannot be obtained, then by a majority vote of the Board
of Directors, including Directors who are Parties to the same or related
Proceedings;

                      (iii)  by a panel of three arbitrators if so designated by
the Director or Officer, which shall be selected from the panel of arbitrators
of the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or

                      (iv)   by a court if so designated by the Director or
Officer, pursuant to and in accordance with the Applicable Corporation Law.

                 The results and basis of the determination made hereunder shall
be submitted in writing to the Corporation and the Director or Officer (the
"Indemnity Decision").

                 (c)  No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.

                 (d)  Payment of Liabilities and Expenses; Waiver of Claims.

                      (1)    If it is determined that indemnification is
required hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 10.05), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director or Officer is
entitled to indemnification against Liabilities and Expenses incurred in
connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:

                 If the Director or Officer sustains Liability for equal dollar
                 amounts to a given party or person under two or more Claims
                 arising from the same general conduct, transaction or series of
                 events (even though divisible for purposes of establishing
                 Liability), one of which would require indemnification and the
                 other of which would not, it shall be conclusively presumed
                 that the Liability and all Expenses related thereto were
                 sustained and incurred solely with respect to the Claim for
                 which indemnification is required; and if the Director or
                 Officer sustains Liability and Expenses for different dollar
                 amounts to a given party or person under two or more Claims
                 arising from the same general conduct, transaction or series of
                 events (even though divisible for purposes of establishing
                 Liability), one of which would require indemnification and the
                 other of which would not, it shall be conclusively presumed
                 that the Liability for which indemnification is required

                                       14



                 is the sole Liability up to the dollar amount thereof (the
                 "covered Liability") and the Liability for which
                 indemnification is not required (the "Non-Covered Liability")
                 is reduced by the amount of the Covered Liability (resulting in
                 a "Net Non-Covered Liability") and the Expenses shall be
                 apportioned on the basis of the respective amounts of the
                 Covered Liability and the Net Non-Covered Liability such that
                 the Director or Officer shall be entitled to indemnification
                 for the Covered Liability and the apportioned Expenses
                 attributable to such Covered Liability. The foregoing shall
                 apply regardless of whether the Claim for the Non-Covered
                 Liability and the resulting Expenses in defense thereof occurs
                 prior to or following assertion of the Claim for the Covered
                 Liability and regardless of the actual time, effort and
                 Expenses involved in defense of the respective Claims.

                      (2)  The Corporation waives all right and claims against
each Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

                 (e)  Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.

         10.05   Advancement of Expenses.

                 (a)  Procedure. Upon written request by a Director or Officer
who is a non-Party witness or a Party to a Proceeding, the Corporation shall pay
or reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in conduct constituting a Breach of Duty;
(ii) an executed written undertaking by the Director or Officer to repay any
advances made under this Section if it is ultimately determined that the
Director or Officer is not entitled to be indemnified by the Corporation; and
(iii) written evidence of the Expenses incurred.

                 (b)  Ability to Repay; Undertaking to be Unsecured. The
undertaking provided in this Section shall be accepted by the Corporation
without reference to the Directors' or Officers' ability to repay the allowance.
The undertaking shall be unsecured and the Director or Officer shall not be
required to pay interest on such amounts prior to a final determination that
repayment is required.

         10.06   Right of Director or Officer to Bring Suit. If an Indemnity
Decision is not issued within the time specified or such Indemnity Decision
finds that the Director or Officer is not entitled to indemnification or the
Corporation fails to make prompt payment pursuant to an Indemnity Decision, or a
request for an advancement of Expenses under Section 10.05 is refused, the
Director or Officer may at any time thereafter bring suit against the
Corporation to recover the unpaid Liability and/or Expense. If successful in
whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement or Expenses pursuant to the terms of an undertaking, the
Director or Officer shall be entitled to recover the expense of successfully
prosecuting or defending such suit. If the Director or Officer engaged in
conduct constituting a Breach of Duty, such fact: (i) shall be a defense to any
claim for indemnification against the Corporation (except for advancement of
Expenses prior to completion of a Proceeding); and (ii) shall entitle the
Corporation to recover all Expenses advanced prior to completion of the
Proceeding pursuant to the terms of the undertaking once such fact has been
established or admitted by the Director or Officer.

                                       15



         An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

         10.07  Permissible Considerations. A Director or Officer, in the
discharge of his or her duties to the Corporation and in making any decision or
performing any other act in such capacity, is not limited to considering only
the economic interests of shareholders in determining what is best for the
Corporation, but may also consider the following: (a) the effects of the action
on employees, suppliers and customers of the Corporation; (b) effects on the
community in which the Corporation operates; and (c) any other factors the
Director or Officer considers pertinent.

         10.08  Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and competent as to the matters presented or as to which
the Director or Officer has no compelling reason to believe is not reliable or
competent; (b) legal counsel, public accountants or other persons as to matters
the Director or Officer believes in good faith are within the person's
professional or expert competence; and (c) information presented to the Board of
Directors by any person, officer, employee or committee of the Board where it is
believed in good faith the report merits confidence or where the Director or
Officer has no compelling reason to believe it does not merit confidence.

         10.09  Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a Director or Officer against any
Liability asserted against or incurred by the individual in any such capacity or
arising out of his status as such, regardless of whether the Corporation is
required or authorized to indemnify such person for Liability or Expenses under
this Article.

         10.10  Severability and Intent. If any provision of this Article shall
be deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.

         10.11  Notice to the Corporation. A Director or Officer shall promptly
notify the Corporation in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.

                                       16



         10.12  Indemnification and Allowance of Expenses of Certain Others.

                (a)  Employee of Authorized Agent. The Board of Directors may,
in its sole and absolute discretion, by majority vote or consent, indemnify
against Liabilities incurred by, and/or provide for the advance of reasonable
Expenses of, an employee or authorized agent of the Corporation acting within
the scope of his or her duties as such, even if such employee or agent is not a
Director or Officer.

                (b)  Indemnity Agreements. The Board of Directors, by majority
vote or consent, may authorize the Corporation to enter written indemnity
agreements with: (i) any Director or Officer of the Corporation, which may
further expand the indemnification rights provided under these Bylaws or the
Applicable Corporation Law; and (ii) any employee or agent of the Corporation,
which may extend to such person the same, greater or lesser rights of
indemnification and reliance as those afforded to Directors and Officers under
this Article.

         10.13  Amendment. This Article may only be altered, amended or repealed
by a vote of not less than two-thirds of the Corporation's outstanding Class A
common stock entitled to vote; provided, however, that the Board of Directors
may alter or amend this Article without such stockholder approval if any such
alteration or amendment is (a) made in order to conform to any amendment or
revision of the Applicable Corporation Law, which (i) expands or permits the
expansion of a Director's or Officer's right to indemnification thereunder; (ii)
limits or eliminates, or permits the limitation or elimination of, the liability
of a Director or Officer; or (iii) is otherwise beneficial to the Directors and
Officers or (b) an alteration or amendment which is otherwise deemed by the
Board of Directors to be an immaterial modification. No amendment of this
Article shall terminate, reduce or impair a Director's or Officer's rights to
indemnification for any act, occurrence or event taking place prior to the
effective date of such amendment and delivery of notice thereof to such Director
or Officer, regardless of when any Claim relating thereto is actually asserted.

         10.14  Nonexclusivity of Article X. The rights of a Director or Officer
(or any other person) granted under this Article shall not be deemed exclusive
of any other rights to indemnification against Liabilities or allowance of
Expenses which the Director or Officer (or such other person) may be entitled to
under any written agreement, Board of Directors resolution, vote of shareholders
of the Corporation or under the Applicable Corporation Law or otherwise. Nothing
contained in this Article shall be deemed to limit the Corporation's obligations
to indemnify against Liabilities or allow expenses to a Director or Officer
under the Applicable Corporation Law.

         10.15  Transactions with the Corporation. The Board of Directors may
from time to time authorize transactions by Officers, Directors and employees
with the Corporation, and may authorize lending money and granting credit of the
Corporation to or for the use of such Officers, Directors and employees,
providing that the Directors who vote for or assent to the making of a loan to
an Officer or Director of the Corporation shall be jointly and severally liable
to the Corporation for the amount of such loan until full repayment thereof,
unless such Directors shall sustain the burden of proof that such loan was made
for a proper business purpose.

         Any contract or other transaction between the Corporation and one or
more of its Directors, or between the Corporation and any firm of which one or
more of its Directors are members or employees, or in which they are interested,
or between the Corporation and any corporation or association of which one or
more of its Directors are shareholders, members, directors, officers, or
employees, or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director(s) at the meeting of the Board of
Directors of the Corporation which acts upon, or in reference to, such contract
or transaction; and notwithstanding his or their participation in such action,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve or
ratify such contract or transaction by a vote of a majority of the Directors
present, such

                                       17



interested Director or Directors to be counted in determining whether a quorum
is present, but not to be counted in calculating the majority of such quorum
necessary to carry such vote. This Section shall not be construed to invalidate
any contract or other transaction which would otherwise be valid under the
common and statutory law applicable thereto.

                                       18

EX-3.21

                                                                    EXHIBIT 3.21

                RINDT ENTERPRISES, INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

                                   ARTICLE I.
                                      Name
                                      ----

             The name of the corporation is Rindt Enterprises, Inc.

                                   ARTICLE II.
                                 Capitalization
                                 --------------

     This corporation shall have authority to issue 9,000 shares of a single
class of stock designated as "Common Stock," having a par value of $0.01 per
share. All shares of Common Stock will be evidenced by certificates in the form
provided in the by-laws.

                                  ARTICLE III.
                               Shareholder Action
                               ------------------

     The by-laws may provide for a greater or lower quorum requirement or a
greater voting requirement for shareholders or voting groups of shareholders
than is provided by Wisconsin law.

                                   ARTICLE IV.
                           Registered Office and Agent
                           ---------------------------

     The registered office of the corporation is located at 23000 Roundy Drive,
Pewaukee, Wisconsin 53072, and the name of the registered agent at such office
is Edward G. Kitz.

                                   ARTICLE V.
                                    Directors
                                    ---------

     The number of directors may be fixed from time to time by the by-laws but
shall not be less than the minimum number allowed by Wisconsin law. The by-laws
may provide for staggered terms of directors as permitted under Wisconsin law.

EX-3.22

                                                                    EXHIBIT 3.22

                          RESTATED AND AMENDED BY-LAWS

                                       OF

                             RINDT ENTERPRISES, INC.
                            (a Wisconsin corporation)

                                 INTRODUCTION -
                               VARIABLE REFERENCES

        0.01  Date of annual shareholders' meeting (See Section 2.01):

                First               Tuesday             April
           ----------------      -------------      --------------
               (Week)                (Day)             (Month)
*

        0.02  Required notice of shareholders' meeting (See Section 2.04): not
less than 10 days.

*

        0.03  Authorized number of directors (See Section 3.01): four (4).

*

        0.04  Required notice of directors' meetings (See Section 3.05):

              (a)  Not less than 72 hours if by mail, and

*

              (b)  Not less than 24 hours if by telegram, cable, facsimile,
                   personal delivery, word of mouth, or telephone.

*

        0.05  The fiscal year shall begin on the first day of January and end on
the last day of December each year (See. Section 8.02).

*

        0.06  Action by written consent of shareholders may be taken by
unanimous written consent (See Section 2.12).



*These spaces are reserved for official notation of future amendments to these
sections.

                               ARTICLE I. OFFICES

     1.02. Principal and Business Offices. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

     1.03. Registered Office. The registered office of the corporation required
by the Wisconsin Business Corporation Law to be maintained in the State of
Wisconsin may, but need not, be the same as any of its places of business, and
the address of the registered office may be changed from time to time by the
Board of Directors. The business office of the registered agent of the
corporation shall be identical to such registered office.

                            ARTICLE II. SHAREHOLDERS

     2.01. Annual Meeting. The annual meeting of the shareholders shall be held
in each year on the date set forth in Section 0.01, at the hour designated in
the written notice of said meeting given pursuant to Section 2.04, or at such
other time and date as may be fixed by or under the authority of the Board of
Directors, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of Wisconsin, such meeting shall
be held on the next succeeding business day. If the election of directors shall
not be held on the day designated herein, or fixed as herein provided, for any
annual meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as convenient.

     2.02. Special Meeting. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
either the President, the Board of Directors, the Chairman of the Board (if the
Board of Directors determines to elect one), or upon written notice to the
Secretary of the corporation by the holders of not less than one-tenth of all
shares of the corporation entitled to vote at the meeting.

     2.03. Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Wisconsin, as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place; either within or without the State of Wisconsin, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
business office of the corporation in the State of Wisconsin or such other
suitable place in the county of such principal office as may be designated by
the person calling such meeting, but any meeting may be adjourned to reconvene
at any place designated by vote of a majority of the shares represented thereat.

     2.04. Notice of Meeting.

                                       B-1



           (a) Required notice. Written notice stating the place, day and hour
of the meeting and in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than the number of days
set forth in Section 0.02 (unless a longer period is required by law or the
articles of incorporation) nor more than sixty (60) days before the date of the
meeting, by or at the direction of the President, or the Secretary, or other
officer or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. Notice may be communicated in person, by telephone,
telegraph, teletype, facsimile or other form of wire or wireless communication,
or by mail or private carrier. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the shareholder
at his/her address as it appears on the stock record books of the corporation,
with postage thereon prepaid. If notice is delivered by electronic transmission,
notice is effective when such transmission is completed.

           (b) Adjourned meeting. If an annual or special shareholders' meeting
is adjourned to a different time or place, notice of the new date, time or place
is not required if the new date, time or place is announced at the meeting
before adjournment. If a new record date for an adjourned meeting is or must be
fixed, notice of the adjourned meeting must be given to all persons who are
shareholders as of the new record date.

     2.05. Fixing of Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date, in the case of a
meeting of or other action to be taken by shareholders, to be not more than
seventy (70) days before said meeting or action. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
close of business on the date on which notice of the meeting is mailed,
transmitted, or communicated in person or on the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination is effective for
any adjournment thereof unless the Board of Directors fixes a new record date,
which it shall do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.

     2.06. Quorum. Except as otherwise provided by law or in the articles of
incorporation, a majority of the votes entitled to be cast on the matter by a
voting group constitutes a quorum of that voting group for action on that
matter. Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Once a share is represented for any purpose at a meeting, it is
considered present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting unless a new record date is or must be set for
that adjourned meeting. If a quorum exists, action on a matter by a voting group
is approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action unless a greater number of affirmative votes
is required by law or the articles of incorporation.

                                      B-2



     2.07. Conduct of Meetings. The Chairman of the Board, or in the event the
Board of Directors determines not to elect a Chairman of the Board, or in
his/her absence, the President, and in his/her absence, a Vice President in the
order provided under Section 4.08, and in their absence, any person chosen by
the shareholders present shall call the meeting of the shareholders to order and
shall act as chairman of the meeting, and the Secretary of the corporation shall
act as secretary of all meetings of the shareholders, but, in the absence of the
Secretary, the presiding officer may appoint any other person to act as
secretary of the meeting.

     2.08. Proxies. At all meetings of shareholders, a shareholder entitled to
vote may vote by proxy appointed in writing by the shareholder or by his/her
duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary
of the corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution, unless otherwise provided in
the proxy. The Board of Directors shall have the power and authority to make
rules establishing presumptions as to the validity and sufficiency of proxies.

     2.09. Voting of Shares. Except as provided in the articles of
incorporation, these by-laws or by Wisconsin law, each outstanding share,
regardless of class, is entitled to one vote upon each matter voted on at a
shareholders meeting.

     2.10. Voting of Shares by Certain Holders. The corporation in its
discretion may require such evidence as it deems advisable to verify proper
authority of any person to vote shares not registered of record in such person's
name.

           (a) Other Entities. Shares standing in the name of another entity may
be voted either in person or by proxy, by an officer or agent of the entity.

           (b) Legal Representatives or Fiduciaries. Shares held by a personal
representative, administrator, executor, guardian, or conservator, trustee in
bankruptcy, receiver, or assignee for creditors which shares are not standing in
the name of such fiduciary may be voted by him/her, either in person or by
proxy, without a transfer of such shares into his/her name.

           (c) Pledgees. A shareholder whose votes are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

           (d) Subsidiaries. No shares held by another corporation, if a
majority of the shares entitled to vote for the election of directors of such
other corporation is held directly or indirectly by this corporation, shall be
voted at any meeting or counted in determining the total number of outstanding
shares at any given time for purposes of any meeting. Provided, however, this
shall not limit the power of the corporation to vote any shares, including its
own shares, held by it in a fiduciary capacity.

           (e) Minors. Shares held by a minor may be voted by such minor in
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the corporation has
received written notice or has actual knowledge that such shareholder is a
minor.

                                      B-3



           (f) Incompetents and Spendthrifts. Shares held by an incompetent or
spendthrift may be voted by such incompetent or spendthrift in person or by
proxy and no such vote shall be subject to disaffirmance or avoidance, unless
prior to such vote the Secretary of the corporation has actual knowledge that
such shareholder has been adjudicated an incompetent or spendthrift or actual
knowledge of filing of judicial proceedings for appointment of a guardian.

           (g) Cotenants or Fiduciaries. Shares registered in the name of two or
more individuals who are named in the registration as cotenants or fiduciaries
may be voted in person or by proxy signed by any one or more of such individuals
if the person signing appears to be acting on behalf of all coowners.

     2.11. Waiver of Notice by Shareholders. Whenever any notice whatever is
required to be given to any shareholder of the corporation under the articles of
incorporation or by-laws or any provision of law, a waiver thereof in writing,
signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice; shall be deemed equivalent to the giving of
such notice; provided that such waiver in respect to any matter of which notice
is required under any provision of the Wisconsin Business Corporation Law, shall
contain the same information as would have been required to be included in such
notice, except the time and place of meeting.

     2.12. Action Without Meeting.

           (a) Any action required or permitted to be taken at a shareholders'
meeting may be taken without a meeting and without action by the Board of
Directors, by all shareholders entitled to vote on the action.

           (b) Action under Section 2.12(a) must be evidenced by one or more
written consents describing the action taken, signed by the shareholders and
delivered. to the Secretary of the corporation for inclusion in the corporate
records.

           (c) Action taken under Section 2.12(a) is effective when consents
representing all shares entitled to vote on the action are delivered to the
Secretary of the corporation, unless the consent specifies a different effective
date.

           (d) If not otherwise fixed under Section 2.05 of these by-laws, the
record date for determining shareholders entitled to take action without a
meeting is the date that the first shareholder signs the consent under this
Section 2.12(a).

           (e) A consent signed under this section has the effect of a meeting
vote and may be described as such in any document.

     2.13. Financial Statements for Shareholders. Within 120 days after the
close of each fiscal year, the corporation shall prepare annual financial
statements, which may be consolidated or combined statements of the corporation
and one or more of its subsidiaries, as appropriate, that include a balance
sheet as of the end of the fiscal year, an income statement for that year, and a
statement of changes in shareholders' equity for the year unless that
information appears elsewhere in the financial statements. If financial
statements are prepared for the corporation on the basis of generally accepted
accounting principles, the annual financial statements must also

                                      B-4



be prepared on that basis. On written request from any shareholder, the
corporation shall mail him/her the latest financial statements.

                        ARTICLE III. BOARD OF DIRECTORS

       3.01.  General Powers and Number. All corporate powers shall be exercised
by or under the authority of, and the business and affairs of the corporation
shall be managed by, its Board of Directors. The number of directors of the
corporation shall be as set forth in Section 0.03.

       3.02.  Tenure and Qualifications. Each director shall hold office until
the next annual meeting of shareholders and until his/her successor shall have
been elected, or until his/her prior death, resignation or removal. A director
may be removed from office if the number of votes cast to remove the director
exceeds the number of votes cast not to remove him/her (unless a greater voting
requirement is provided by the articles of incorporation) taken at a meeting of
shareholders called for that purpose. A director may resign at any time by
delivering his/her written resignation to the Board of Directors or to the
corporation. Directors need not be residents of the State of Wisconsin or
shareholders of the corporation.

       3.03.  Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after, and at
the same place as, the annual, meeting of shareholders, and each adjourned
session thereof. The Board of Directors may provide, by resolution, the time and
place either within or without the State of Wisconsin, for the holding of
additional regular meetings without other notice than such resolution.

       3.04.  Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board (if the Board of
Directors determines to elect one), the President, Secretary or any two
directors. The Chairman of the Board, President or Secretary calling any special
meeting of the Board of Directors may fix any place, either within or without
the State of Wisconsin, as the place for holding any special meeting of the
Board of Directors called by them.

       3.05.  Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given to
each director (i) by written notice delivered personally or mailed or given by
facsimile, telegram, cable or radiogram to such director at his/her business
address or at such other address as such director shall have designated in
writing filed with the Secretary, or (ii) by word of mouth, telephone or
radiophone personally to such director, in each case not less than that number
of hours prior thereto as set forth in Section 0.04. Written notice is effective
at the earliest of the following: (a) when received or, if notice is delivered
by electronic transmission, when such transmission is completed; (b) two days
after its deposit in the U.S. mail, if mailed postpaid and correctly addressed;
(c) on the date shown on the return receipt if sent by registered or certified
mail, return receipt requested, and the receipt is signed by or on behalf of the
addressee. Oral notice is effective when communicated. The notice need not
describe the purpose of the meeting unless required by the articles of
incorporation.

       A director may waive any notice required by the Wisconsin Business
Corporation Law, the articles of incorporation or by-laws before or after the
date and time stated in the notice.

                                      B-5



Except as provided in the next sentence, the waiver shall be in writing, signed
by the director entitled to the notice and retained by the corporation. A
director's attendance at or participation in a meeting waives any required
notice to him/her of the meeting unless the director at the beginning of the
meeting or promptly upon his/her arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.

       3.06.  Quorum. Except as otherwise provided by law or by the articles of
incorporation or these by-laws, a majority of the number of directors set forth
in Section 0.03 shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but a majority of the directors present
(though less than such quorum) may adjourn the meeting from time to time without
further notice.

       3.07.  Manner of Acting. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by law or by the
articles of incorporation or these by-laws. Unless the articles of incorporation
provide otherwise, any or all directors may participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting. A director participating in a meeting by this means is
deemed to be present in person at the meeting. A director who is present at a
meeting of the Board of Directors or a committee of the Board of Directors when
corporate action is taken is deemed to have assented to the action taken unless:
(1) he/she objects at the beginning of the meeting (or promptly upon his/her
arrival) to holding it or transacting business at the meeting; or (2) his/her
dissent or abstention from the action taken is entered in the minutes of the
meeting; or (3) he/she delivers written notice of his/her dissent or abstention
to the presiding officer of the meeting before its adjournment or to the
corporation immediately after adjournment of the meeting. The right of dissent
or abstention is not available to a director who votes in favor of the action
taken.

       3.08.  Conduct of Meeting. The Chairman of the Board, or in the event the
Board of Directors determines not to elect a Chairman of the Board, or in
his/her absence, the President, and in his/her absence, a Vice President in the
order provided under Section 4.08, and in their absence, any director chosen by
the directors present, shall call meetings of the Board of Directors to order
and shall act as Chairman of the meeting. The Secretary of the corporation shall
act as secretary of all meetings of the Board of Directors, but in the absence
of the Secretary, the presiding officer may appoint any Assistant Secretary or
any director or other person present to act as secretary of the meeting.

       3.09.  Vacancies. Unless the articles of incorporation provide otherwise,
if a vacancy occurs on the Board of Directors, including a vacancy resulting
from an increase in the number of directors, the vacancy may be filled by either
the shareholders; the Board of Directors; or if the directors remaining in
office constitute fewer than a quorum of the board, the directors, by the
affirmative vote of a majority of all directors remaining in office. If the
vacant office was held by a director elected by a voting group of shareholders,
only the holders of shares of the voting group may vote to fill the vacancy if
it is filled by the shareholders, and only the remaining directors elected by
that voting group may vote to fill the vacancy if it is filled by the directors.
A vacancy that will occur at a specific later date, (because of a resignation
effective at

                                      B-6



a later date) may be filled before the vacancy occurs, but the new director may
not take office until the vacancy occurs.

       3.10.  Compensation. Unless otherwise provided in the articles of
incorporation, the Board of Directors, irrespective of any personal interest of
any of its members, may fix the compensation of directors in their capacities as
such.

       3.11.  Committees. Unless the articles of incorporation provide
otherwise, the Board of Directors may create one or more committees and appoint
members of the Board of Directors to serve on them. The creation of a committee,
delegation of authority to a committee, or action by a committee does not
relieve the Board of Directors or any of its members of any responsibility
imposed upon the Board of Directors or its members by law. Each committee must
have two or more members, who serve at the pleasure of the Board of Directors.
The creation of a committee and appointment of members to it must be approved by
the greater of (1) a majority of all the directors in office when the action is
taken or (2) the number of directors required by the articles of incorporation
or by-laws to take such action. Sections 3.03-3.05 and 3.12 of these by-laws
which govern meetings, action without meetings, notice and waiver of notice,
apply to committees and their members. To the extent specified by the Board of
Directors or in the articles of incorporation or by-laws, each committee may
exercise the authority of the Board of Directors, except that a committee may
not:

       (1)    authorize distributions;

       (2)    approve or propose to shareholders action that the Wisconsin
              Business Corporation Law requires be approved by shareholders;

       (3)    fill vacancies on the Board of Directors or on any of its
              committees;

       (4)    amend the articles of incorporation under Section 180.1002 of the
              Wisconsin Business Corporation Law;

       (5)    adopt, amend, or repeal by-laws;

       (6)    approve a plan of merger not requiring shareholder approval;

       (7)    authorize or approve reacquisition of shares, except according to
              a formula or method prescribed by the Board of Directors; or

       (8)    authorize or approve the issuance or sale or contract for sale of
              shares or determine the designation and relative rights,
              preferences, and limitations of a class or series of shares,
              except that the Board of Directors may authorize a committee (or a
              senior executive officer of the corporation) to do so within
              limits prescribed by the Board of Directors.

       3.12.  Action Without Meeting. Any action required or permitted by the
articles of incorporation or by-laws or any provision of law to be taken at a
Board of Directors' or committee meeting may be taken without a meeting if a
consent in writing, setting forth the

                                      B-7



action so taken, shall be signed by all of the directors or members of such
committee entitled to vote with respect to such action.

                              ARTICLE IV. OFFICERS

       4.01. In General. The principal officers of the corporation may include a
Chairman of the Board (if the Board of Directors determines to appoint one); a
President, one or more Vice Presidents, a Secretary, and a Treasurer, each of
whom shall be appointed by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be appointed by the Board of
Directors. Any two or more offices may be held by the same person. The duties of
the officers shall be those enumerated herein and any further duties designated
by the Board of Directors. The duties herein specified for particular officers
may be transferred to and vested in such other officers as the Board of
Directors shall appoint, from time to time and for such periods or without
limitation as to time as the Board shall order.

       4.02. Appointment and Term of Office. The officers of the corporation
shall be appointed by the Board of Directors for a term as determined by the
Board of Directors. If no term is specified, each officer shall hold office
until his/her death, resignation or removal. Appointment of an officer does not
of itself create contract rights.

       4.03. Removal. Any officer may be removed by the Board of Directors at
any time, with or without cause.

       4.04. Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors.

       4.05. Chairman of the Board. The Chairman of the Board (if the Board of
Directors determines to appoint one) shall preside at all meetings of the
shareholders and the Board of Directors and shall have such further and other
authority, responsibility and duties as may be granted to or imposed upon
him/her by the Board of Directors, including without limitation designation
pursuant to Section 4.07 as chief executive officer of the corporation.

       4.06. President. The President, unless the Board of Directors shall
otherwise order pursuant to Section 4.07, shall be the chief executive officer
of the corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
corporation. He/she shall, when present, preside at all meetings of the
shareholders and Board of Directors unless the Board of Directors shall have
elected a Chairman of the Board of Directors. He/she shall have authority,
subject to such rules as may be prescribed by the Board of Directors, to appoint
such agents and employees of the corporation as he/she shall deem necessary, to
prescribe their powers, duties and compensation, and to delegate authority to
them. Such agents and employees shall hold office at the discretion of the
President. He/she shall have authority to sign, execute and acknowledge, on
behalf of the corporation, all deeds, mortgages, bonds, stock certificates,
contracts, leases, reports and all other documents or instruments necessary or
proper to be executed in the course of the corporation's regular business, or
which shall be authorized by resolution of the Board of Directors; and except as
otherwise provided by law or the Board of Directors, he/she may authorize any
Vice President or other officer or agent of the corporation to sign, execute and
acknowledge such documents or instruments in his/her

                                      B-8



place and stead. In general he/she shall perform all duties incident to the
office of the chief executive officer and such other duties as may be prescribed
by the Board of Directors from time to time. In the event the Board of Directors
determines not to appoint a Chairman of the Board or in the event of his/her
absence or disability, the President shall perform the duties of the Chairman of
the Board and when so acting shall have all the powers of and be subject to all
of the duties and restrictions imposed upon the Chairman of the Board.

       4.07. Chairman of the Board as Chief Executive Officer. The Board of
Directors may designate the Chairman of the Board as the chief executive officer
of the corporation. In such event, the Chairman of the Board shall assume all
authority, power, duties and responsibilities otherwise appointed to the
President pursuant to Section 4.06, and all references to the President in these
by-laws shall be regarded as references to the Chairman of the Board as such
chief executive officer, except where a contrary meaning is clearly required.

       In further consequence of designating the Chairman of the Board as the
chief executive officer, the President shall thereby become the chief
administrative officer of the corporation He/she shall, in the absence of the
Chairman of the Board, preside at all meetings of stockholders and directors.
During the absence or disability of the Chairman of the Board he/she shall
exercise the functions of the chief executive officer of the corporation. He/she
shall have authority to sign all certificates, contracts, and other instruments
of the corporation necessary or proper to be executed in the course of the
corporation's regular business or which shall be authorized by the Board of
Directors and shall perform all such other duties as are incident to his/her
office or are properly required of him/her by the Board of Directors or the
Chairman of the Board. He/she shall have the authority, subject to such rules,
directions, or orders, as may be prescribed by the Chairman of the Board or the
Board of Directors, to appoint and terminate the appointment of such agents and
employees of the corporation as he/she shall deem necessary, to prescribe their
power, duties and compensation and to delegate authority to them.

       4.08. The Vice Presidents. In the absence of the President or in the
event of his/her death, inability or refusal to act, or in the event for any
reason it shall be impracticable for the President to act personally, the Vice
President (if any appointed), or if more than one, the Vice Presidents in the
order designated at the time of their election, or in the absence of any such
designation, then in the order of their appointment, shall perform the duties of
the President and when so acting shall have all the powers of and be subject to
all the restrictions upon the President. Any Vice President may sign with the
Secretary or Assistant Secretary certificates for shares of the corporation and
shall perform such other duties as from time to time may be assigned to him/her
by the President or the Board of Directors.

       4.09. The Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation, if any, and see that
the seal of the corporation, if any, is affixed to all documents the execution
of which on behalf of the corporation under its seal is duly authorized; (d)
keep or arrange for the keeping of a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shares shall have been authorized by
resolution

                                      B-9



of the Board of Directors; (f) have general charge of the stock transfer books
of the corporation; and (g) in general perform all duties incident to the office
of Secretary and have such other duties and exercise such authority as from time
to time may be delegated or assigned to him/her by the President or by the Board
of Directors.

       4.10. The Treasurer. The Treasurer shall: (a) have charge and custody and
be responsible for all funds and securities of the corporation; (b) receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Section 5.04; and (c) in general perform all of the
duties incident to the office of Treasurer and have such other duties and
exercise such other authority as shall from time to time be delegated or
assigned to him/her by the President or by the Board of Directors. If required
by the Board of Directors, the Treasurer shall give a bond for the faithful
discharge of his/her duties in such sum and with such surety or sureties as the
Board of Directors shall determine.

       4.11. Assistant Secretaries and Assistant Treasurers. There shall be such
number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice President certificates for shares of the
corporation, the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.

       4.12. Other Assistants and Acting Officers. The Board of Directors shall
have the power to appoint any person to act as assistant to any officer, or as
agent for the corporation in his/her stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer or other agent so appointed by
the Board of Directors shall have the power to perform all the duties of the
office to which he/she is so appointed to be assistant, or as to which he/she is
so appointed to act, except as such power may be otherwise defined or restricted
by the Board of Directors.

               ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS;
                             SPECIAL CORPORATE ACTS

       5.01. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the President or one of the Vice Presidents; the Secretary or an Assistant
Secretary, when necessary or required, shall affix the corporate seal, if any,
thereto; and when so executed no other party to such instrument or any third
party shall be required to make any inquiry into the authority of the signing
officer or officers.

                                      B-10



       5.02. Loans. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

       5.03. Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner, including by means of facsimile signatures,
as shall from time to time be determined by or under the authority of a
resolution of the Board of Directors.

       5.04. Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks;
trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

       5.05. Voting of Securities Owned by This Corporation. Subject always to
the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation if he/she be present, or in
his/her absence by any Vice President of this corporation who may be present,
and (b) whenever, in the judgment of the President, or in his/her absence, of
any Vice President, it is desirable for this corporation to execute a proxy or
written consent with respect to any shares or other securities issued by any
other corporation and owned by this corporation, such proxy or consent shall be
executed in the name of this corporation by the President or one of the Vice
Presidents of this corporation, without necessity of any authorization by the
Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

       6.01. Certificate for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the President or
a Vice President and by the Secretary or an Assistant Secretary either manually
or in facsimile; and may be sealed with a corporate seal or facsimile thereof
provided, however, that all certificates shall have at least one manual
signature of either an officer or the transfer agent. All certificates for
shares shall be consecutively numbered or otherwise identified. The face or
reverse side of each certificate representing shares shall bear a conspicuous
notation of any restriction imposed by the corporation upon transfer of such
shares. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed, or mutilated

                                      B-11



certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the Board of Directors may prescribe.

       6.02. Signature by Former Officers. In case any officer, who has signed
or whose facsimile signature has been placed upon any certificate for shares,
shall have ceased to be such officer before such certificate is issued, it may
be issued by the corporation with the same effect as if he/she were such officer
at the date of its issue.

       6.03. Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and power of an owner.
Where a certificate for shares is presented to the corporation with a request to
register for transfer, the corporation shall not be liable to the owner or any
other person suffering loss as a result of such registration of transfer if (a)
there were on or with the certificate the necessary endorsements, and (b) the
corporation had no duty to inquire into adverse claims or has discharged any
such duty. The corporation may require reasonable assurance that said
endorsements are genuine and effective and in compliance with such other
regulations as may be prescribed under the authority of the Board of Directors.

       6.04. Restrictions on Transfer. If this corporation should elect to be
treated as a small business corporation under Section 1362 of the Internal
Revenue Code of 1986, as amended, then any transfer of stock, the effect of
which would cause such election to be terminated, is prohibited and any such
purported transfer is null and void. This by-law may only be altered, repealed,
or revoked by a majority vote of the shareholders.

       6.05. Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. When the corporation
receives the consideration for which the Board of Directors authorized the
issuance of shares, such shares shall be deemed to be fully paid and
nonassessable by the corporation. The Board of Directors may place in escrow
shares issued for a contract for future services or benefits or a promissory
note, or make other arrangements to restrict the transfer of such shares, and
may credit distributions in respect of such shares against their purchase price,
until the services are performed, the benefits are received or the note is paid.
If the services are not performed, the benefits are not received or the note is
not paid, the Board of Directors may cancel, in whole or in part, the shares
escrowed or restricted and the distributions credited.

       6.06. Stock Regulations. The Board of Directors shall have the power and
authority to make all such further rules and regulations not inconsistent with
the statutes of the State of Wisconsin as it may deem expedient concerning the
issue, transfer and registration of certificates representing shares of the
corporation, including the appointment or designation of one or more stock
transfer agents and one or more stock registrars.

                                      B-12



               ARTICLE VII. OFFICERS AND DIRECTORS: LIABILITY AND
                    INDEMNITY; TRANSACTIONS WITH CORPORATION

       7.01. Liability of Directors. Except as otherwise provided by law, no
director shall be liable to the corporation, its shareholders, or any person
asserting rights on behalf of the corporation or its shareholders, for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to perform, any duty resulting solely from his/her status
as a director, unless the person asserting liability proves that the breach or
failure to perform constitutes (a) a willful failure to deal fairly with the
corporation or its shareholders in connection with the matter in which the,
director has a material conflict of interest, (b) a violation of criminal law,
unless the director had reasonable cause to believe his/her conduct was lawful
or no reasonable cause to believe his/her conduct was unlawful, (c) a
transaction from which the director derived an improper personal profit, or (d)
willful misconduct.

       7.02. Indemnity of Directors and Officers. The corporation shall
indemnify a director or officer, to the extent he/she has been successful on the
merits or otherwise in the defense of any threatened, pending or completed
civil, criminal, administrative or investigative action, suit, arbitration or
other proceeding, whether formal or informal, which involves foreign, federal,
state or local law and which is brought by or in the right of the corporation or
by any other person, for all reasonable expenses, including fees, costs,
charges, disbursements and attorney fees, incurred in the proceeding, provided
the director or officer was a party because he/she is a director or officer of
the corporation, and in all other cases, the corporation shall indemnify a
director or officer against liability, including judgments, settlements,
penalties, assessment, forfeitures, fines and reasonable expenses, incurred by
the director or officer in the proceeding, provided the director or officer was
a party because he/she is a director or officer of the corporation, unless the
liability was incurred because the director or officer breached or failed to
perform a duty he/she owes to the corporation and the breach or failure to
perform constitutes (a) a willful failure to deal fairly with the corporation or
its shareholders in connection with the matter in which the director or officer
has a material conflict of interest, (b) a violation of criminal law, unless the
director or officer had reasonable cause to believe his/her conduct was lawful
or no reasonable cause to believe his/her conduct was unlawful, (c) a
transaction from which the director or officer derived an improper personal
profit, or (d) willful misconduct.

       The termination of a proceeding by judgment, order, settlement or
conviction, or upon a plea of no contest or an equivalent plea, shall not, by
itself, create a presumption that indemnification of the director or officer is
not required under this by-law. No indemnification is required under this by-law
to the extent the officer or director has previously received indemnification or
allowance of expenses from any person, including the corporation, in connection
with the same proceeding. Determination of whether indemnification is required
under this by-law shall be made by the means provided pursuant to Section
180.0855 of the Wisconsin Business Corporation Law. A director or officer who
seeks indemnification under this by-law shall make a written request to the
corporation.

       The corporation, by its Board of Directors, may indemnify in a like
manner, or with any limitations, any employee or agent of the corporation who is
not a director or officer with respect to any action taken or not taken in his
capacity as such employee or agent. The corporation shall indemnify an employee
who is not a director or officer of the corporation, to the extent he/she

                                      B-13



has been successful on the merits or otherwise in defense of a proceeding, for
all expenses incurred in the proceeding if the employee was a party because
he/she was an employee of the corporation.

       The foregoing rights of indemnification shall be in addition to all
rights to which directors, officers, employees or agents may be entitled as a
matter of law by resolution of the Board of Directors, or by written agreement
with the corporation. All terms used in this Section 7.02 for which a definition
is provided in Section 180.0850 of the Wisconsin Business Corporation Law and
not otherwise herein defined shall have the meaning set forth in said statute.

       7.03. Maintenance of Insurance. The corporation may, by its Board of
Directors, purchase and maintain insurance on behalf of any person who is a
director, officer, employee or agent of the corporation against liability
asserted against and incurred by the person in his/her capacity as a director,
officer, employee or agent, or arising from his/her status as a director,
officer, employee or agent, regardless of whether the corporation is required or
authorized to indemnify the person against the same liability.

       7.04. Director Conflict of Interest. (a) In this section, "conflict of
interest transaction" means a transaction with the corporation in which a
director of the corporation has a direct or indirect interest.

             (b)   A conflict of interest transaction is not voidable by the
corporation solely because of the director's interest in the transaction if any
of the following is true: (1) the material facts of the transaction and the
director's interest were disclosed or known to the Board of Directors or a
committee of the Board of Directors and the Board of Directors or committee
authorized, approved or specifically ratified the transaction under Section
7.04(d), (2) the material facts of the transaction and the director's interest
were disclosed or known to the shareholders entitled to vote and they
authorized, approved or specifically ratified the transaction under Section
7.04(e), or (3) the transaction was fair to the corporation.

             (c)   For purposes of this section, the circumstances in which a
director of the corporation has an indirect interest in a transaction include
but are not limited to a transaction under any of the following circumstances:
(1) another entity in which the director has a material financial interest or in
which the director is a general partner is a party to the transaction or (2)
another entity of which the director is a director, officer or trustee is a
party to the transaction and the transaction is or, because of its significance
to the corporation, should be considered by the Board of Directors of the
corporation.

             (d)   For purposes of Section 7.04(b)(1), a conflict of interest
transaction is authorized, approved or specifically ratified if it receives the
affirmative vote of a majority of the directors on the Board of Directors or on
the committee acting on the transaction, who have no direct or indirect interest
in the transaction. If a majority of the directors who have no direct or
indirect interest in the transaction vote to authorize, approve or ratify the
transaction, a quorum is present for the purpose of taking action under this
section. The presence of, or a vote cast by, a director with a direct or
indirect interest in the transaction does not affect the validity of any

                                      B-14



action taken under Section 7.04(b)(1) if the transaction is otherwise
authorized, approved or ratified as provided in this section.

             (e)   For purposes of Section 7.04(b)(2), a conflict of interest
transaction is authorized, approved or specifically ratified if it receives the
vote of a majority of the shares entitled to be counted under this subsection.
Shares owned by or voted under the control of a director who has a direct or
indirect interest in the transaction, and shares owned by or voted under the
control of an entity described in Section 7.04(c)(1), may not be counted in a
vote of shareholders to determine whether to authorize, approve or ratify a
conflict of interest transaction under Section 7.04(b)(2). The vote of those
shares shall be counted in determining whether the transaction is approved under
other sections of these by-laws. A majority of the shares, whether or not
present, that are entitled to be counted in a vote on the transaction under this
subsection constitutes a quorum for the purpose of taking action under this
section.

       7.05. Loans to Directors. The corporation may not lend money to or
guarantee the obligation of a director of the corporation unless (1) the
particular loan or guarantee is approved by a majority of the votes represented
by the outstanding voting shares of all classes, voting as a single voting
group, except the votes of shares owned by or voted under the control of the
benefited director, or (2) the corporation's Board of Directors determines that
the loan or guarantee benefits the corporation and either approves the specific
loan or guarantee or a general plan authorizing loans and guarantees. The fact
that a loan or guarantee is made in violation of this section does not affect
the borrower's liability on the loan. This section does not apply to an advance
to a director that is permitted under Section 7.02 of these by-laws or that is
made to defray expenses incurred by the director in the ordinary course of the
corporation's business.

                             ARTICLE VIII. GENERAL

       8.01. Seal. The Board of Directors may provide for a corporate seal;
which may be circular in form and have inscribed thereon any designation
including the name of the corporation and the words "Corporate Seal, Wisconsin".

       8.02. Fiscal Year. The fiscal year of the corporation shall be as
provided in Section 0.05.

                             ARTICLE IX. AMENDMENTS

       9.01. By Shareholders. These by-laws may be altered, amended or repealed
and new by-laws may be adopted by the shareholders by

affirmative vote as set forth in Section 2.06 of these by-laws.

       9.02. By Directors. These by-laws may also be altered, amended or
repealed and new. by-laws may be adopted by the Board of Directors by
affirmative vote of a majority of the number of directors present at any meeting
at which a quorum is in attendance; however, no by-law adopted by the
shareholders shall be amended or repealed by the Board of Directors if the
by-law so adopted so provides.

                                      B-15



       9.03. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
by-laws then in effect but is taken or authorized by affirmative vote of not
less than the number of shares or the number of directors required to amend the
by-laws so that the by-laws would be consistent with such action, shall be given
the same effect as though the by-laws had been temporarily amended or suspended
so far, but only so far, as is necessary to permit the specific action so taken
or authorized.

                                      B-16

EX-3.23

                                                                    EXHIBIT 3.23

                      ROPAK INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

         ARTICLE FIRST: The undersigned have associated, and do hereby associate
themselves together for the purpose of forming a corporation under Chapter 180
of the Wisconsin Statutes and the acts amendatory thereof and supplementary
thereto, the business and purposes of which corporation shall be to conduct a
general wholesale grocery business in all its branches, to buy, sell, trade and
deal in, at wholesale and retail groceries, provisions, food supplies, wares,
vegetables, produce, and all other articles and things incidental to a general
grocery, vegetable, food supply, poultry, fish, game, produce and provision
mercantile business, to manufacture, sell and deal in personal property of all
kinds and nature; to buy, sell, deal in, lease, hold or improve real estate, and
the fixtures and personal property incidental thereto or connected therewith,
and with that end in view to acquire, by purchase, lease, hire or otherwise,
lands or any interest therein, and to improve the same, and generally to hold,
manage, deal with and improve the property of the company, and to sell, lease,
mortgage, pledge, or otherwise dispose of the lands or other property of the
company, and to do any and all other things necessary or convenient in
connection with any of the objects of the company.

         ARTICLE SECOND: That the name of the said corporation shall be ROPAK
INC., and the corporate location, principal office and place of said business of
said corporation shall be in the City of Milwaukee, Milwaukee County, Wisconsin,
and at other places and locations.

         ARTICLE THIRD: The capital stock of said corporation shall be Two
Hundred Thousand Dollars ($200,000.00) and the same shall consist of two
thousand (2000) shares, each of which said shares shall be of the face or par
value of One Hundred Dollars ($100.00). The minimum amount of capital with which
the corporation will commence business shall be Fifty Thousand Dollars
($50,000.00).

         ARTICLE FOURTH: The general officers of said corporation shall be a
President, Vice-President, Secretary and Treasurer.

         ARTICLE FIFTH: The property, affairs and business of the corporation
shall be under the care of and be managed by the Board of Directors. The number
of Directors shall be fixed from time to time by the By-Laws but shall not be
less than three (3). Directors shall be elected for a term of one year and until
their successors have been elected and qualified. The Directors may fill any
vacancy in their Board happening after any regular Annual election or any
vacancy created by the increase in the authorized number of Directors until the
next succeeding election. The Board of Directors may from time to time by vote
of a majority of its members make, alter, amend or rescind all or any of the
By-Laws of this corporation.

         ARTICLE SIXTH: The principal duties of the President shall be to
preside at all meetings of the Board of Directors and he shall have the general
supervision of the affairs of the corporation.



         The principal duties of the Vice-President shall be to discharge the
duties of the President in the event of his absence or disability, for any cause
whatever.

         The principal duties of the Secretary shall be to countersign all
deeds, leases and conveyances executed by the corporation, affix the seal of the
corporation thereto, and to such other papers as shall be required or directed
to be sealed; to keep a record of the proceedings of the Board of Directors; to
safely and systematically keep all books, papers, records and documents
belonging to the corporation, or in any wise pertaining to the business thereof.

         The principal duties of the Treasurer shall be to keep and account for
all moneys, credits and property, of any and every nature, of the corporation,
which shall come into his hands; keep an accurate account of all moneys received
and disbursed, and proper vouchers for moneys disbursed, and to render such
accounts, statements and inventories of moneys received and disbursed, and of
money and property on hand, and generally of all matters pertaining to this
office, as shall be required by the Board of Directors.

         The Board of Directors may provide for the appointment of such
additional officers as they may deem for the best interests of the corporation.

         Any plurality of said offices may be held by the same person except
that the same person may not be both President and Vice-President or both
President and Secretary.

         The officers shall perform such additional or different duties as shall
from time to time be imposed or required by the Board of Directors, or as may be
prescribed from time to time by the By-Laws.

         ARTICLE SEVENTH: Only persons holding stock according to the
regulations of the corporation shall be deemed to be members of it. The stock of
this corporation may be held by any other corporation.

         ARTICLE EIGHTH: No director need be a stockholder, and no officer need
be a stockholder.

         ARTICLE NINTH: This corporation may subscribe for, take or hold stock
in any other corporation.

         ARTICLE TENTH: These articles may be amended in the manner authorized
by law.

EX-3.24

                                                                    EXHIBIT 3.24

                           AMENDED & RESTATED BY-LAWS
                                  OF ROPAK INC.

                       ARTICLE I - STOCKHOLDERS' MEETINGS

     1.01. The annual meeting of the stockholders of this corporation shall be
held on the Thursday following the second Wednesday of February of each year,
the first annual meeting to be held on the 9th day of February, 1950.

     1.02. Special meetings of the stockholders may be called at any time by the
Board of Directors or any number of the stockholders entitled to vote holding of
record together at least twenty-five percent (25%) of the capital stock then
issued and outstanding.

     1.03. All regular stockholders' meetings shall be held in the City of
Milwaukee at such place or places as may be designated from time to time by the
President of this corporation, and all special meetings of the stockholders
shall be held in the City of Milwaukee at such place or places as may be
designated in the notice of the holding of said meeting.

     1.04. Notice of the time and place of holding every stockholders' meeting
shall be given by service of a written or printed notice thereof upon each
stockholder of record, or by mailing the same, postage prepaid, to his post
office address (as appears upon the books of the company), at least three (3)
days before the time of holding of each such meeting.

     1.05. A quorum of stockholders shall consist of members holding a majority
of the outstanding capital stock of the corporation, entitled to vote, which
quorum must be present in person or by proxy, at every meeting of the
stockholders to constitute a valid meeting; provided, however, that if a
sufficient number to constitute a quorum do not attend at the time and place
appointed for any meeting, those who do attend may adjourn from time to time
until a meeting is regularly constituted and the Secretary shall promptly notify
those who do not attend of each such adjournment.

     1.06. Stockholders may vote by proxy at any regular or special meeting of
the stockholders, provided, however, that said proxy or proxies are duly filed
with the Secretary of the Corporation at or prior to the date of said meeting.
Any officer, director or stockholder, if thereunto duly authorized in writing
may act as proxy.

     1.07. The Secretary shall keep a correct and complete record of all
stockholders' meetings and all proceedings of the corporation which shall be
attested by his signature.

                                   ARTICLE II

     2.01. Directors. The Board of Directors shall consist of three (3) members.
They shall be chosen annually by the stockholders and shall hold office until
the holding of the regular annual meeting succeeding the election and until
their respective successors are elected and have qualified. In case of a vacancy
in the Board of Directors, or any vacancy created by an increase in the
authorized number of directors such vacancy shall be filled by the Board, such
appointee to hold office until the next ensuing general election.

                                                                    Page 1 of 10



     2.02. Election of Officers. As soon as may be after their election, the
Board of Directors shall annually choose one of their number President, two
Vice-Presidents, Secretary, and Treasurer. The Board of Directors shall also
appoint such other officers and agents of the corporation as the Board may deem
proper, and the Board may prescribe their duties and compensation.

     2.03. Meeting of The Board. The Board of Directors shall hold a regular
directors' meeting immediately following the annual meeting of the stockholders.
Special meetings of the Board may be held at any time upon call of any director.
Notice of all meetings of the Board except the regular meetings shall be mailed
to the members of the Board by the Secretary of the corporation at least three
(3) days prior to the time of the holding of such meeting; provided, however,
that such notice may be dispensed with if all the directors are present and
consent to the holding of such meeting.

     2.04. The regular meeting of the Board shall be held at the same place
where the annual meeting of the stockholders immediately preceding said
directors' meeting is held. All special meetings of the directors shall be held
in the City of Milwaukee at such place as shall be designated by the director
calling the meeting.

     2.05. Quorum. A majority of the Directors of this corporation convened
according to these By-Laws shall constitute a quorum for the due transaction of
business.

     2.06. Record of Proceeding. The Board shall keep a correct and complete
record of all its proceedings which shall be attested to by the signature of the
Secretary whose duty it shall be to keep such records, and on any question the
names of those voting each way, shall be entered on the record of the
proceedings if any number at any time requires it.

                  ARTICLE III - CAPITAL STOCK AND CERTIFICATES

     3.01. Certificates of stock of this corporation shall be issued under the
direction of the Board of Directors sealed with the corporate seal, and signed
by the President and Secretary.

     3.02. No transfer of stock shall affect the right of the corporation to pay
any dividend due upon the stock or to treat the holder of record as the holder
in fact, until such transfer is recorded upon the books of the corporation, or a
new certificate is issued to the person to whom it has been transferred.

     3.03. Stock Book. The Secretary shall keep a stock book containing the
names of all the stockholders of record since the organization of the company,
showing the place of residence, amount of stock of each stockholder
respectively, and also the number and designations of each certificate of stock
and the parties by and to whom transferred.

     3.04. The directors may at any time, by resolution close the books of stock
transfer for a period not exceeding fifteen (15) days as incident to the
declaring of a dividend, the holding of a stockholders' meeting or for any other
purpose; and no transfer shall be recorded or entitled to record while said
books are so closed.

     3.05. Surrender of Certificates. The stockholder to whom a stock
certificate has been issued shall not be allowed to make any transfer of record
of the shares therein mentioned or any part thereof without delivery of said
certificates to the corporation for cancellation.

                                                                    Page 2 of 10



                  ARTICLE IV - BOOKS, RECORDS, STATEMENTS ETC.

     4.01. Books of Account. The Board of Directors shall cause regular, full
and correct books of account to be kept and to be settled and balanced at least
once in every year. The principal books of account of this corporation,
including its stock book, shall be kept at its principal office and shall at all
reasonable times be opened to the inspection of the stockholders.

                          ARTICLE V- DUTIES OF OFFICERS

     5.01. The several officers of this corporation shall perform the duties
prescribed for each respectively, in the Articles of Incorporation and also such
other duties as may be required by them by resolution of the Board of Directors
or these By-Laws or any amendments that may be made thereto.

     5.02. All funds of the corporation are to be placed in such bank or banks
and are to be disbursed in such manner as may be determined from time to time by
the Board of Directors of this corporation.

                             ARTICLE VI - AMENDMENTS

     6.01. These By-Laws may be amended at any time by the Board of Directors of
this corporation or by stockholders entitled to vote and owning of record at
least two-thirds (2/3rds) of the outstanding capital stock of this corporation
entitled to vote.

                      ARTICLE VII - OFFICERS AND DIRECTORS
             LIABILITY AND INDEMNITY; TRANSACTIONS WITH CORPORATION

     7.01. Definitions Applicable to Article VII.

           (a)  "Applicable Corporate Law" shall mean those statutes comprising
the general corporation law of the jurisdiction in which the Corporation is
incorporated, as amended from time to time.

           (b)  "Breach of Duty" shall mean conduct of a Director or Officer
constituting any one or more of the following:

                (1)  A willful failure to deal fairly with the Corporation or
its stockholders in connection with a matter in which the Director or Officer
has a material conflict of interest.

                (2)  A violation of criminal law, unless the Director or Officer
had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

                (3)  A transaction from which the Director or Officer derived an
improper personal profit.

                (4)  Willful misconduct.

                (5)  With respect to any matter or decision being considered by
the Board of Directors or any other officer, such Director or Officer
intentionally or recklessly;

                                                                    Page 3 of 10



                     (i)   makes any untrue statement or disclosure to the Board
or other Officer of known material information; or

                     (ii)  omits to state or otherwise disclose to the Board or
other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or

                     (iii) omits to state or otherwise disclose to the Board or
other Officer known material information which is (or reasonably should be)
known to the Director or Officer to be relevant to the matter or decision under
consideration, regardless of whether or not such information is specifically
requested by the Board or other Officer.

           (c)  "Claim" means any threatened or asserted claim or cause of
action involving actual or potential liability of a Director or Officer arising
from any act or omission of such person alleged or determined to have been
negligent, grossly negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or regulation thereunder)
or the Employee Retirement Income Security Act of 1974 or any other foreign,
federal, state or local law, rule or regulation which is asserted or brought by
or in the right of the Corporation or by any governmental authority or any other
person or entity.

           (d)  "Director or Officer" means any of the following:

                (1)  A natural person who is or was: (i) a director (elected or
appointed by the stockholders or Board of Directors); or (ii) an officer
(elected or appointed by the Board of Directors) of the Corporation; or (iii) a
Trustee.

                (2)  A natural person who, while such a director or officer of
the Corporation, is or was serving either pursuant to the Corporation's specific
request or as a result of the nature of such person's duties to the Corporation
as a director, officer, partner, trustee, member of any governing or decision
making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.

                (3)  A natural person who, while such a director or officer of
the Corporation, is or was serving an employee benefit plan because his or her
duties to the Corporation also impose duties on, or otherwise involve services
by, the person to the plan or to participants in or beneficiaries of the plan.

                (4)  Unless the context requires otherwise, the estate or
personal representative of any such director, officer or Trustee.

           This term is not intended to include any person who holds a position
of title of Vice President or other apparent office without formal election or
appointment by the Board of Directors.

           (e)  "Disinterested Majority" shall mean a majority of the Board of
Directors of the Corporation who are not Parties to the subject Proceeding or
any related Proceeding.

           (f)  "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

                                                                    Page 4 of 10



           (g)  "Liability" includes the obligation to pay any sums or perform
any acts pursuant to a settlement, penalty, assessment, forfeiture, fine, or
judgment, including (without limitation) any excise tax assessed with respect to
any employee benefit plan, punitive damages, costs, and expenses.

           (h)  "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

           (i)  "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit, arbitration or other
proceeding of any kind, whether formal or informal, in which a Claim is or may
be asserted against a Director or Officer or in which the Director or Officer is
a witness.

     7.02  Director and Officer Liability Limitations.

           (a)  No Director or Officer shall be liable to the Corporation, its
shareholders or any person asserting rights on behalf of the Corporation or its
shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or other tortious or otherwise culpable conduct, unless
the person asserting liability proves that the breach or failure to perform
constitutes a Breach of Duty or conduct for which the Director is liable under
Section 180.0828 of the Wisconsin Business Corporation Law. In addition to and
not in limitation of the foregoing, no Director or Officer shall have any
liability for acts or omissions constituting business judgment within the
business judgment rule.

           (b)  The provisions of this Section 7.02 shall not be exclusive of
any other defenses such a Director or Officer may have with respect to any Claim
asserting a Liability.

           (c)  The Board of Directors (by majority vote or consent) may grant
similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.

     7.03  Mandatory Indemnification.

           (a)  Indemnification for Expenses. The Corporation shall indemnify a
Director or Officer for all Expenses incurred (i) in the successful defense of
any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as a
non-Party witness in any Proceeding.

           (b)  Indemnification for Liability and Expenses. The Corporation
shall indemnify a Director or Officer for all Liability and Expenses with
respect to any Claim against such person in a Proceeding to which such person
was a Party because he or she is or was a Director or Officer, unless such
Liability and Expenses were incurred because the Director or Officer is
determined to have engaged in conduct constituting a Breach of Duty.

           (c)  Indemnification Exclusion for Collateral Sources.
Notwithstanding the foregoing provision of this Section 7.03, indemnification
shall not be required for any Liability or Expenses to the extent the same have
been paid or are covered under any collectible insurance policy or are otherwise
paid or reimbursed by any third party under a legal or contractual obligation to
do so.

           (d)  Reliance on Applicable Corporation Law or Bylaw. Without
intending to limit the generality of the indemnification rights provided under
subsections 7.03(a) and (b) above, the Corporation shall indemnify a Director or
Officer for all Liability and Expenses with respect to any Claim

                                                                    Page 5 of 10



against such person in a Proceeding which is based, in whole or in part, on such
person's reliance on the validity of any provision of the Applicable Corporation
Law or these Bylaws, even though it is thereafter determined that such provision
was invalid or otherwise could not have justifiably been relied upon.

     7.04  Procedural Requirements for Determination That Indemnification is
Proper.

           (a)  Written Request for Indemnification. A Director or Officer who
seeks indemnification shall make a written request therefor to the Corporation,
selecting a means for determining his or her right to indemnification as
provided under subsection 7.04(b) hereof.

           (b)  Determination of Indemnification. Within 60 days of receipt by
the Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:

                (1)  by majority vote of a Disinterested Majority if so
designated by the Director or Officer seeking indemnification. If a
Disinterested Majority cannot be obtained, the Director or Officer may designate
that such determination be made by a majority vote of a committee duly appointed
by the Board of Directors and consisting solely of two or more directors not at
the time Parties to the same or related Proceedings. Directors who are Parties
to the same or related Proceedings may participate in the designation of members
of the committee;

                (2)  by independent legal counsel if so designated by the
Director or Officer; provided that such counsel shall be mutually selected by
such Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;

                (3)  by a panel of three arbitrators if so designated by the
Director or Officer, which shall be selected from the panel of arbitrators of
the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or

                (4)  by a court if so designated by the Director or Officer,
pursuant to and in accordance with the Applicable Corporation Law.

           The results and basis of the determination made hereunder shall be
submitted in writing to the Corporation and the Director or Officer (the
"Indemnity Decision").

           (c)  No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.

                                                                    Page 6 of 10



           (d)  Payment of Liabilities and Expenses; Waiver of Claims.

                (1)  If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 7.05), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director or Officer is
entitled to indemnification against Liabilities and Expenses incurred in
connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:

           If the Director or Officer sustains Liability for equal dollar
           amounts to a given party or person under two or more Claims arising
           from the same general conduct, transaction or series of events (even
           though divisible for purposes of establishing Liability), one of
           which would require indemnification and the other of which would not,
           it shall be conclusively presumed that the Liability and all Expenses
           related thereto were sustained and incurred solely with respect to
           the Claim for which indemnification is required; and if the Director
           or Officer sustains Liability and Expenses for different dollar
           amounts to a given party or person under two or more Claims arising
           from the same general conduct, transaction or series of events (even
           though divisible for purposes of establishing Liability), one of
           which would require indemnification and the other of which would not,
           it shall be conclusively presumed that the Liability for which
           indemnification is required is the sole Liability up to the dollar
           amount thereof (the "covered Liability") and the Liability for which
           indemnification is not required (the "Non-Covered Liability") is
           reduced by the amount of the Covered Liability (resulting in a "Net
           Non-Covered Liability") and the Expenses shall be apportioned on the
           basis of the respective amounts of the Covered Liability and the Net
           Non-Covered Liability such that the Director or Officer shall be
           entitled to indemnification for the Covered Liability and the
           apportioned Expenses attributable to such Covered Liability. The
           foregoing shall apply regardless of whether the Claim for the
           Non-Covered Liability and the resulting Expenses in defense thereof
           occurs prior to or following assertion of the Claim for the Covered
           Liability and regardless of the actual time, effort and Expenses
           involved in defense of the respective Claims.

                (2)  The Corporation waives all right and claims against each
Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

           (e)  Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.

     7.05  Advancement of Expenses.

           (a)  Procedure. Upon written request by a Director or Officer who is
a non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in

                                                                    Page 7 of 10



conduct constituting a Breach of Duty; (ii) an executed written undertaking by
the Director or Officer to repay any advances made under this Section if it is
ultimately determined that the Director or Officer is not entitled to be
indemnified by the Corporation; and (iii) written evidence of the Expenses
incurred.

           (b)  Ability to Repay; Undertaking to be Unsecured. The undertaking
provided in this Section shall be accepted by the Corporation without reference
to the Directors' or Officers' ability to repay the allowance. The undertaking
shall be unsecured and the Director or Officer shall not be required to pay
interest on such amounts prior to a final determination that repayment is
required.

     7.06  Right of Director or Officer to Bring Suit. If an Indemnity Decision
is not issued within the time specified or such Indemnity Decision finds that
the Director or Officer is not entitled to indemnification or the Corporation
fails to make prompt payment pursuant to an Indemnity Decision, or a request for
an advancement of Expenses under Section 7.05 is refused, the Director or
Officer may at any time thereafter bring suit against the Corporation to recover
the unpaid Liability and/or Expense. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement or
Expenses pursuant to the terms of an undertaking, the Director or Officer shall
be entitled to recover the expense of successfully prosecuting or defending such
suit. If the Director or Officer engaged in conduct constituting a Breach of
Duty, such fact: (i) shall be a defense to any claim for indemnification against
the Corporation (except for advancement of Expenses prior to completion of a
Proceeding); and (ii) shall entitle the Corporation to recover all Expenses
advanced prior to completion of the Proceeding pursuant to the terms of the
undertaking once such fact has been established or admitted by the Director or
Officer.

     An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

     7.07  Permissible Considerations. A Director or Officer, in the discharge
of his or her duties to the Corporation and in making any decision or performing
any other act in such capacity, is not limited to considering only the economic
interests of shareholders in determining what is best for the Corporation, but
may also consider the following: (a) the effects of the action on employees,
suppliers and customers of the Corporation; (b) effects on the community in
which the Corporation operates; and (c) any other factors the Director or
Officer considers pertinent.

     7.08  Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and competent as to the matters presented or as to which
the Director or Officer has no compelling reason to believe is not reliable or
competent; (b) legal counsel, public accountants or other persons as to matters
the Director or Officer believes in good faith are within the person's
professional or expert competence; and (c) information presented to the Board of
Directors by any person, officer, employee or committee of the Board where it is
believed in good faith the report merits confidence or where the Director or
Officer has no compelling reason to believe it does not merit confidence.

                                                                    Page 8 of 10



     7.09  Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer against any Liability
asserted against or incurred by the individual in any such capacity or arising
out of his status as such, regardless of whether the Corporation is required or
authorized to indemnify such person for Liability or Expenses under this
Article.

     7.10  Severability and Intent. If any provision of this Article shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.

     7.11  Notice to the Corporation. A Director or Officer shall promptly
notify the Corporation in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.

     7.12  Indemnification and Allowance of Expenses of Certain Others.

           (a)  Employee of Authorized Agent. The Board of Directors may, in its
sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.

           (b)  Indemnity Agreements. The Board of Directors, by majority vote
or consent, may authorize the Corporation to enter written indemnity agreements
with: (i) any Director or Officer of the Corporation, which may further expand
the indemnification rights provided under these Bylaws or the Applicable
Corporation Law; and (ii) any employee or agent of the Corporation, which may
extend to such person the same, greater or lesser rights of indemnification and
reliance as those afforded to Directors and Officers under this Article.

     7.13  Amendment. This Article may only be altered, amended or repealed by a
vote of not less than two-thirds of the Corporation's outstanding Class A common
stock entitled to vote; provided, however, that the Board of Directors may alter
or amend this Article without such stockholder approval if any such alteration
or amendment is (a) made in order to conform to any amendment or revision of the
Applicable Corporation Law, which (i) expands or permits the expansion of a
Director's or Officer's right to indemnification thereunder; (ii) limits or
eliminates, or permits the limitation or elimination of, the liability of a
Director or Officer; or (iii) is otherwise beneficial to the Directors and
Officers or (b) an alteration or amendment which is otherwise deemed by the
Board of Directors to be an immaterial modification. No amendment of this
Article shall terminate, reduce or impair a Director's or Officer's rights to
indemnification for any act, occurrence or event taking place prior to the
effective date of such amendment and delivery of notice thereof to such Director
or Officer, regardless of when any Claim relating thereto is actually asserted.

                                                                    Page 9 of 10



     7.14  Nonexclusivity of Article VII. The rights of a Director or Officer
(or any other person) granted under this Article shall not be deemed exclusive
of any other rights to indemnification against Liabilities or allowance of
Expenses which the Director or Officer (or such other person) may be entitled to
under any written agreement, Board of Directors resolution, vote of shareholders
of the Corporation or under the Applicable Corporation Law or otherwise. Nothing
contained in this Article shall be deemed to limit the Corporation's obligations
to indemnify against Liabilities or allow expenses to a Director or Officer
under the Applicable Corporation Law.

     7.15  Transactions with the Corporation. The Board of Directors may from
time to time authorize transactions by Officers, Directors and employees with
the Corporation, and may authorize lending money and granting credit of the
Corporation to or for the use of such Officers, Directors and employees,
providing that the Directors who vote for or assent to the making of a loan to
an Officer or Director of the Corporation shall be jointly and severally liable
to the Corporation for the amount of such loan until full repayment thereof,
unless such Directors shall sustain the burden of proof that such loan was made
for a proper business purpose.

     Any contract or other transaction between the Corporation and one or more
of its Directors, or between the Corporation and any firm of which one or more
of its Directors are members or employees, or in which they are interested, or
between the Corporation and any corporation or association of which one or more
of its Directors are shareholders, members, directors, officers, or employees,
or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director(s) at the meeting of the Board of
Directors of the Corporation which acts upon, or in reference to, such contract
or transaction; and notwithstanding his or their participation in such action,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve or
ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted in calculating the majority
of such quorum necessary to carry such vote. This Section shall not be construed
to invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.

                                                                   Page 10 of 10

EX-3.25

                                                                    EXHIBIT 3.25

                 SCOT LAD FOODS, INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

Article 1. The name of the corporation is: SCOT LAD FOODS, INC.

Article 2. The period of its existence is perpetual.

Article 3. Its purpose is to engage in any lawful activity within the purposes
           for which a corporation may be organized under the Wisconsin Business
           Corporation Law.

Article 4. The number of shares which it shall have authority to issue is Two
           Thousand Eight Hundred (2,800) shares of common stock without par
           value.

Article 5. No holder of any class of stock of the corporation shall have any
           pre-emptive or other rights or subscription rights or be entitled, as
           of right, to acquire, purchase or subscribe for any part of any class
           of stock of this corporation or any part of any securities
           convertible into or carrying options or rights to subscribe to or
           acquire any class of stock of this corporation.

Article 6. The address of the registered office of the corporation is 23000
           Roundy Drive, Pewaukee, Wisconsin, 53072 and the name of its
           registered agent at such address is Edward G. Kitz.

Article 7. The board of directors shall consist of such number of
           persons, not less than 3, as may from time to time be fixed by the
           By-laws.

EX-3.26

                                                                    EXHIBIT 3.26

                              AMENDED AND RESTATED
                                   BY-LAWS OF

                              SCOT LAD FOODS, INC.
                            (a Wisconsin Corporation)

                                 INTRODUCTION -
                               VARIABLE REFERENCES

Date of Adoption of these By-Laws:

Date of Incorporation:

         0.01.   Date of annual shareholders' meeting (see Section 2.01):

             Second     Wednesday     April          1985        10:00 AM
           ---------  ------------- ----------   ------------  -----------
             (Week)       (Day)      (Month)     (First Year)    (Hour)

*

         0.02.   Required notice of shareholders' meeting (see Section 2.04):
                 not less than 10 days.

*

         0.03.   Authorized number of directors (see Section 3.01):  two (2).

*

         0.04.   Required notice of directors' meetings (see Section 3.05):

                 (a)  Not less than 24 hours if by mail, and

*

                 (b)  Not less than 24 hours if by telegram, cable or radiogram,
                      personal delivery, or word of mouth, telephone or
                      radiophone.

*

         0.05.   The fiscal year of the Corporation shall be on a 52-53 week
basis ending on the Saturday nearest to December 31st as that method permits.

*

*These spaces are reserved for official notation of future amendments to these
sections.

                                                                    Page 1 of 19



                               ARTICLE I - OFFICES

         1.01.  Principal and Business Offices. The Corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.

         1.02.  Registered Office. The registered office of the Corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors. The business office of the registered
agent of the Corporation shall be identical to such registered office.

                            ARTICLE II - SHAREHOLDERS

         2.01.  Annual Meeting. The annual meeting of the shareholders shall be
held in each year on the date set forth in Section 0.01, at the hour designated
in the written notice of said meeting given pursuant to Section 2.04, or at such
other time and date within thirty days before or after said date as may be fixed
by or under the authority of the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Wisconsin, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated
herein, or fixed as herein provided, for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
convenient.

         2.02.  Special Meeting. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
either the President, the Board of Directors, the Chairman of the Board (if the
Board of Directors determines to elect one), or by the holders of not less than
one-tenth of all shares of the Corporation entitled to vote at the meeting.

         2.03.  Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Wisconsin, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of
Wisconsin, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall be
the principal business office of the Corporation in the State of Wisconsin or
such other suitable place in the county of such principal office as may be
designated by the person calling such meeting, but any meeting may be adjourned
to reconvene at any place designated by vote of a majority of the shares
represented thereat.

         2.04.  Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than the number of
days set forth in Section 0.02 (unless a longer period is required by law or the
articles of incorporation) nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or other officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock record
books of the Corporation, with postage thereon prepaid.

         2.05.  Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or

                                                                    Page 2 of 19



shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, fifty days. If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed for at
least ten days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date in any case to be not
more than fifty days and, in case of a meeting of shareholders, not less than
ten days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the close of business on the date on
which notice of the meeting is mailed or on the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall be applied
to any adjournment thereof except where the determination has been made through
the closing of the stock transfer books and the stated period of closing has
expired.

         2.06.  Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall, before each meeting of
shareholders, make a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, with the address of and the number of
shares held by each, which list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholders
during the whole time of the meeting for the purposes of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.

         2.07.  Quorum. Except as otherwise provided in the articles of
incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders but in no
event shall a quorum consist of less than one-third of the shares entitled to
vote at the meeting. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders unless the vote of a greater
number or voting by classes is required by law or the articles of incorporation.
Though less than a quorum of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally noticed.

         2.08.  Conduct of Meetings. Except to the extent the Board of Directors
may otherwise provide, the President, and in his absence, a Vice President in
the order provided under Section 4.08, and in their absence, any person chosen
by the shareholders present shall call the meeting of the shareholders to order
and shall act as chairman of the meeting, and the Secretary of the Corporation
shall act as secretary of all meetings of the shareholders, but, in the absence
of the Secretary, the presiding officer may appoint any other person to act as
secretary of the meeting.

         2.09.  Proxies. At all meetings of shareholders, a shareholder entitled
to vote may vote by proxy appointed in writing by shareholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy. The Board of Directors shall have the power and authority to make rules
establishing presumptions as to the validity and sufficiency of proxies.

                                                                    Page 3 of 19



         2.10.  Voting of Shares. Each outstanding share, regardless of class,
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders, except to the extent that the voting rights of the shares of
any class or classes are enlarged, limited or denied by the articles of
incorporation.

         2.11.  Voting of Shares by Certain Holders.

                (a)   Other Corporations. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the president of such
corporation or any other officer appointed by such president. A proxy executed
by any principal officer of such other corporation or assistant thereto shall be
conclusive evidence of the signer's authority to act, in the absence of express
notice to this Corporation, given in writing to the Secretary of this
Corporation, of the designation of some other person by the board of directors
or by the by-laws of such other corporation.

                (b)   Legal Representatives or Fiduciaries. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy, receiver,
or assignee for creditors which shares are not standing in the name of such
fiduciary may be voted by him, either in person or by proxy, without a transfer
of such shares into his name provided that there is filed with the Secretary
before or at the time of meeting proper evidence of his incumbency and the
number of shares held. Shares standing in the name of a fiduciary may be voted
by him, either in person or by proxy. A proxy executed by a fiduciary shall be
conclusive evidence of the signer's authority to execute such proxy, in the
absence of express notice to this Corporation, given in writing to the Secretary
of this Corporation, that such manner of voting is expressly prohibited or
otherwise directed by the document creating the fiduciary relationship.

                (c)   Pledgees. A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.

                (d)   Treasury Stock and Subsidiaries. Neither treasury shares,
nor shares held by another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation is held by this
Corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares entitled to vote, but shares of its own issue held
by this Corporation in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares entitled to vote.

                (e)   Minors. Shares held by a minor may be voted by such minor
in person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has
received written notice or has actual knowledge that such shareholder is a
minor.

                (f)   Incompetents and Spendthrifts. Shares held by an
incompetent or spendthrift may be voted by such incompetent or spendthrift in
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the Corporation has actual
knowledge that such shareholder has been adjudicated an incompetent or
spendthrift or actual knowledge of filing of judicial proceedings for
appointment of a guardian.

                (g)   Joint Tenants. Shares registered in the name of two or
more individuals who are named in the registration as joint tenants may be voted
in person or by proxy signed by any one or more of such individuals if either
(i) no other such individual or his legal representative is present and claims
the right to participate in the voting of such shares or prior to the vote filed
with the Secretary of the

                                                                    Page 4 of 19



Corporation a contrary written voting authorization or direction or written
denial of authority of the individual present or signing the proxy proposed to
be voted or (ii) all such other individuals are deceased and the Secretary of
the Corporation has no actual knowledge that the survivor has been adjudicated
not to be the successor to the interest of those deceased.

         2.12.  Waiver of Notice by Shareholders. Whenever any notice whatever
is required to be given to any shareholder of the Corporation under the articles
of incorporation or by-laws or any provision of law, a waiver thereof in
writing, signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice; provided that such waiver in respect to any matter of which notice
is required under any provision of the Wisconsin Business Corporation Law, shall
contain the same information as would have been required to be included in such
notice, except the time and place of meeting.

         2.13.  Unanimous Consent Without Meeting. Any action required or
permitted by the articles of incorporation or by-laws or any provision of law to
be taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

                        ARTICLE III - BOARD OF DIRECTORS

         3.01.  General Powers and Number. The business and affairs of the
Corporation shall be managed by its Board of Directors. The number of directors
of the Corporation shall be as set forth in Section 0.03.

         3.02.  Tenure and Qualifications. Each director shall hold office until
the next annual meeting of shareholders and until his successor shall have been
elected, or until his prior death, resignation or removal. A director may be
removed from office by affirmative vote of a majority of the outstanding shares
entitled to vote for the election of such director, taken at a meeting of
shareholders called for that purpose. A director may resign at any time by
filing his written resignation with the Secretary of the Corporation. Directors
need not be residents of the State of Wisconsin or shareholders of the
Corporation.

         3.03.  Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after the annual
meeting of shareholders, and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at such
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place either within or without the State of Wisconsin, for the holding
of additional regular meetings without other notice than such resolution.

         3.04.  Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board (if the Board of
Directors determines to elect one), the President, Secretary or any two
directors. The Chairman of the Board, President or Secretary calling any special
meeting of the Board of Directors may fix any place, either within or without
the State of Wisconsin, as the place for holding any special meeting of the
Board of Directors called by them, and if no other place is fixed the place of
meeting shall be the principal business office of the Corporation in the State
of Wisconsin.

         3.05.  Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given to
each director (i) by written notice delivered personally or mailed or given by
telegram, cable or radiogram to such director at his business address or at such
other address as such director shall have designated in writing filed with the
Secretary, or (ii) by

                                                                    Page 5 of 19



word of mouth, telephone or radiophone personally to such director, in each case
not less than that number of hours prior thereto as set forth in Section 0.04.
If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid. If notice be
given by telegram, cable or radiogram, such notice shall be deemed to be
delivered when the telegram, cable or radiogram is delivered to the transmitting
agency. Whenever any notice whatever is required to be given to any director of
the Corporation under the articles of incorporation or by-laws or any provision
of law, a waiver thereof in writing, signed at any time, whether before or after
the time of meeting, by the director entitled to such notice, shall be deemed
equivalent to the giving of such notice. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting and objects thereat to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

         3.06.  Quorum. Except as otherwise provided by law or by the articles
of incorporation or these by-laws, a majority of the number of directors set
forth in Section 0.03 shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but a majority of the directors
present (though less than such quorum) may adjourn the meeting from time to time
without further notice.

         3.07.  Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by law or by the
articles of incorporation or these by-laws.

         3.08.  Conduct of Meetings. The Chairman of the Board, or in the event
the Board of Directors determines not to elect a Chairman of the Board, or in
his absence, the President, and in his absence, a Vice President in the order
provided under Section 4.08, and in their absence, any director chosen by the
directors present, shall call meetings of the Board of Directors to order and
shall act as Chairman of the meeting. The Secretary of the Corporation shall act
as secretary of all meetings of the Board of Directors, but in the absence of
the Secretary, the presiding officer may appoint any Assistant Secretary or any
director or other person present to act as secretary of the meeting.

         3.09.  Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the directors then in office, though less than a quorum of the Board
of Directors; provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the shareholders shall have the right
supplemented. The Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request by the
President or upon request by the chairman of such meeting. Each such committee
shall elect a presiding officer from its members, shall fix its own rules
governing the conduct of its activities and shall make such reports to the Board
of Directors of its activities as the Board of Directors may request.

         3.13.  Unanimous Consent Without Meeting. Any action required or
permitted by the articles of incorporation or by-laws or any provision of law to
be taken by the Board of Directors or any committee thereof at a meeting or by
resolution may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the directors or members of such
committee entitled to vote with respect to such action.

                              ARTICLE IV - OFFICERS

         4.01.  Number. The principal officers of the Corporation shall be a
Chairman of the Board (if the Board of Directors determines to elect one), a
President, one or more Vice Presidents, one or more of

                                                                    Page 6 of 19



whom may be designated Executive Vice President and one or more of whom may be
designated Senior Vice President, a Secretary, and a Treasurer, each of whom
shall be elected by the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person, except the
offices of President and Vice President and President and Secretary. The duties
of the officers shall be those enumerated herein and any further duties
designated by the Board of Directors. The duties herein specified for particular
officers may be transferred to and vested in such other officers as the Board of
Directors shall elect or appoint, from time to time and for such periods or
without limitation as to time as the Board shall order.

         4.02.  Election and Term of Office. The officers of the Corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected or until his prior death, resignation or removal.

         4.03.  Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.

         4.04.  Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

         4.05.  Chairman of the Board. The Chairman of the Board (if the Board
of Directors determines to elect one) shall preside at all meetings of the Board
of Directors and shall have such further and other authority, responsibility and
duties as may be granted to or imposed upon him by the Board of Directors,
including without limitation his designation pursuant to Section 4.07 as chief
executive officer of the Corporation.

         4.06.  President. The President, unless the Board of Directors shall
otherwise order pursuant to Section 4.07, shall be the chief executive officer
of the Corporation and, subject to the control of the Board of Directors, shall
in general supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings of the shareholders
and shall preside at all meetings of the Board of Directors unless the Board of
Directors shall have elected a Chairman of the Board of Directors. He shall have
authority, subject to such rules as may be prescribed by the Board of Directors,
to appoint such agents and employees of the Corporation as he shall deem
necessary, to prescribe their powers, duties and compensation, and to delegate
authority to them. Such agents and employees shall hold office at the discretion
of the President. He shall have authority to sign, execute and acknowledge, on
behalf of the Corporation, all deeds, mortgages, bonds, stock certificates,
contracts, leases, reports and all other documents or instruments necessary or
proper to be executed in the course of the Corporation's regular business, or
which shall be authorized by resolution of the Board of Directors; and except as
otherwise provided by law or the Board of Directors, he may authorize any Vice
President or other officer or agent of the Corporation to sign, execute and
acknowledge such documents or instruments in his place and stead. In general he
shall perform all duties incident to the office of the chief executive officer
and such other duties as may be prescribed by the Board of Directors from time
to time. In the event the Board of Directors determines not to elect a Chairman
of the Board or in the event of his absence or disability, the President shall
perform the duties of the Chairman of the Board and when so acting shall have
all the powers of and be subject to all of the duties and restrictions imposed
upon the Chairman of the Board.

                                                                    Page 7 of 19



         4.07.  Chairman of the Board as Chief Executive Officer. The Board of
Directors may designate the Chairman of the Board as the chief executive officer
of the Corporation. In such event, the Chairman of the Board shall assume all
authority, power, duties and responsibilities otherwise appointed to the
President pursuant to Section 4.06, and all references to the President in these
by-laws shall be regarded as references to the Chairman of the Board as such
chief executive officer, except where a contrary meaning is clearly required,
and provided that in no case shall the Chairman of the Board be empowered in
place of the President to sign the certificates for shares of stock of the
Corporation.

         In further consequence of designating the Chairman of the Board as the
chief executive officer, the President shall thereby become the chief
administrative officer of the Corporation. He shall, in the absence of the
Chairman of the Board, preside at all meetings of stockholders and directors.
During the absence or disability of the Chairman of the Board he shall exercise
the functions of the chief executive officer of the Corporation. He shall have
authority to sign all certificates, contracts, and other instruments of the
Corporation necessary or proper to be executed in the course of the
Corporation's regular business or which shall be authorized by the Board of
Directors and shall perform all such other duties as are incident to his office
or are properly required of him by the Board of Directors or the Chairman of the
Board. He shall have the authority, subject to such rules, directions, or
orders, as may be prescribed by the Chairman of the Board or the Board of
Directors, to appoint and terminate the appointment of such agents and employees
of the Corporation as he shall deem necessary, to prescribe their power, duties
and compensation and to delegate authority to them.

         4.08.  The Vice Presidents. At the time of election, one or more of the
Vice Presidents may be designated Executive Vice President and one or more of
the Vice Presidents may be designated Senior Vice President. In the absence of
the President or in the event of his death, inability or refusal to act, or in
the event for any reason it shall be impracticable for the President to act
personally, the Executive Vice President, or if more than one, the Executive
Vice Presidents in the order designated at the time of their election, or in the
absence of any such designation, then in the order of their election, or in the
event of his or their inability to act then the Senior Vice President or if more
than one, the Senior Vice Presidents in the order designated at the time of
their election, or in the absence of any such designation then in the order of
their election, or in the event of his or their inability to act, then the other
Vice Presidents in the order designated at the time of their election, or in the
absence of any such designation, then in the order of their election, shall
perform the duties of the President and when so acting shall have all the powers
of and be subject to all the restrictions upon the President. Any Vice President
may sign with the Secretary or Assistant Secretary certificates for shares of
the Corporation and shall perform such other duties as from time to time may be
assigned to him by the President or the Board of Directors.

         4.09.  The Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation, if any, and see that
the seal of the Corporation, if any, is affixed to all documents the execution
of which on behalf of the Corporation under its seal is duly authorized; (d)
keep or arrange for the keeping of a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or a Vice President, certificates for shares of the
Corporation, the issuance of which address shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation; and (g) in general perform all duties
incident to the office of Secretary and have such other duties and exercise such
authority as from time to time may be delegated or assigned to him by the
President or by the Board of Directors.

                                                                    Page 8 of 19



         4.10.  The Treasurer. The Treasurer shall: (a) have charge and custody
and be responsible for all funds and securities of the Corporation; (b) receive
and give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Section 5.04; and (c) in general perform all of the
duties incident to the office of Treasurer and have such other duties and
exercise such other authority as from time to time be delegated or assigned to
him by the President or by the Board of Directors. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.

         4.11.  Assistant Secretaries and Assistant Treasurers. There shall be
such number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice President certificates for shares of the
Corporation, the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.

         4.12.  Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint any person to act as assistant to any officer,
or as agent for the Corporation in his stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer or other agent so appointed by
the Board of Directors shall have the power to perform all the duties of the
office to which he is so appointed to be assistant, or as to which he is so
appointed to act, except as such power may be otherwise defined or restricted by
the Board of Directors.

         4.13.  Salaries. The salaries of the principal officers shall be fixed
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.

                    ARTICLE V - CONTRACTS, LOANS, CHECKS AND
                        DEPOSITS: SPECIAL CORPORATE ACTS

         5.01.  Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the Corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the Corporation shall be executed in the name of the Corporation
by the President or one of the Vice Presidents and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or
an Assistant Secretary, when necessary or required, shall affix the corporate
seal, if any, thereto; and when so executed no other party to such instrument or
any third party shall be required to make any inquiry into the authority of the
signing officer or officers.

         5.02.  Loans. No indebtedness for borrowed money shall be contracted on
behalf of the Corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

                                                                    Page 9 of 19



         5.03. Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner, including by means of facsimile signatures,
as shall from time to time be determined by or under the authority of a
resolution of the Board of Directors.

         5.04. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

         5.05. Voting of Securities Owned by This Corporation. Subject always to
the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
Corporation may be voted at any meeting of security holders of such other
corporation by the President of this Corporation if he be present, or in his
absence by any Vice President of this Corporation who may be present, and (b)
whenever, in the judgment of the President, or in his absence, of any Vice
President, it is desirable for this Corporation to execute a proxy or written
consent with respect to any shares or other securities issued by any other
corporation and owned by this Corporation, such proxy or consent shall be
executed in the name of this Corporation by the President or one of the Vice
Presidents of this Corporation, without necessity of any authorization by the
Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this Corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this Corporation the same as such shares or other
securities might be voted by this Corporation.

             ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER

         6.01. Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the President or
a Vice President and by the Secretary or an Assistant Secretary. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except as provided in Section 6.06.

         6.02. Facsimile Signatures and Seal. The seal of the Corporation on any
certificates for shares may be a facsimile. The signatures of the President or
Vice President and the Secretary or Assistant Secretary upon a certificate may
be facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation.

         6.03. Signature by Former Officers. In case any officer, who has signed
or whose facsimile signature has been placed upon any certificate for shares,
shall have ceased to be such officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the date of its issue.

         6.04. Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer the Corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and power of an owner.
Where a certificate for shares is presented to the Corporation with a request to
register for transfer, the Corporation shall not be liable to the owner or any
other person suffering loss as a result of such registration of

                                                                   Page 10 of 19



transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the Corporation had no duty to inquire into adverse claims
or has discharged any such duty. The Corporation may require reasonable
assurance that said endorsements are genuine and effective and in compliance
with such other regulations as may be prescribed under the authority of the
Board of Directors.

         6.05. Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the Corporation upon the transfer of such shares.

         6.06. Lost, Destroyed or Stolen Certificates. Where the owner claims
that his certificate for shares has been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (a) so requests
before the Corporation has notice that such shares have been acquired by a bona
fide purchaser, and (b) files with the Corporation a sufficient indemnity bond,
and (c) satisfies such other reasonable requirements as the Board of Directors
may prescribe.

         6.07. Consideration for Shares. The shares of the Corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
Corporation. When payment of the consideration for which shares are to be issued
shall have been received by the Corporation, such shares shall be deemed to be
fully paid and nonassessable by the Corporation. No certificate shall be issued
for any share until such share is fully paid.

         6.08. Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the State of Wisconsin as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
Corporation, including the appointment or designation of one or more stock
transfer agents and one or more stock registrars.

                      ARTICLE VII - OFFICERS AND DIRECTORS.
             LIABILITY AND INDEMNITY; TRANSACTIONS WITH CORPORATION

         7.01. Definitions Applicable to Article VII.

               (a)    "Applicable Corporate Law" shall mean those statutes
comprising the general corporation law of the jurisdiction in which the
Corporation is incorporated, as amended from time to time.

               (b)    "Breach of Duty" shall mean conduct of a Director or
Officer constituting any one or more of the following:

                      (1)    A willful failure to deal fairly with the
Corporation or its stockholders in connection with a matter in which the
Director or Officer has a material conflict of interest.

                      (2)    A violation of criminal law, unless the Director or
Officer had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

                      (3)    A transaction from which the Director or Officer
derived an improper personal profit.

                                                                   Page 11 of 19



                      (4)    Willful misconduct.

                      (5)    With respect to any matter or decision being
considered by the Board of Directors or any other officer, such Director or
Officer intentionally or recklessly;

                             (i)   makes any untrue statement or disclosure to
the Board or other Officer of known material information; or

                             (ii)  omits to state or otherwise disclose to the
Board or other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or

                             (iii) omits to state or otherwise disclose to the
Board or other Officer known material information which is (or reasonably should
be) known to the Director or Officer to be relevant to the matter or decision
under consideration, regardless of whether or not such information is
specifically requested by the Board or other Officer.

               (c)    "Claim" means any threatened or asserted claim or cause of
action involving actual or potential liability of a Director or Officer arising
from any act or omission of such person alleged or determined to have been
negligent, grossly negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or regulation thereunder)
or the Employee Retirement Income Security Act of 1974 or any other foreign,
federal, state or local law, rule or regulation which is asserted or brought by
or in the right of the Corporation or by any governmental authority or any other
person or entity.

               (d)    "Director or Officer" means any of the following:

                      (1)    A natural person who is or was: (i) a director
(elected or appointed by the stockholders or Board of Directors); or (ii) an
officer (elected or appointed by the Board of Directors) of the Corporation; or
(iii) a Trustee.

                      (2)    A natural person who, while such a director or
officer of the Corporation, is or was serving either pursuant to the
Corporation's specific request or as a result of the nature of such person's
duties to the Corporation as a director, officer, partner, trustee, member of
any governing or decision making committee, employee or agent of another
corporation or foreign corporation, partnership, joint venture, trust or other
enterprise.

                      (3)    A natural person who, while such a director or
officer of the Corporation, is or was serving an employee benefit plan because
his or her duties to the Corporation also impose duties on, or otherwise involve
services by, the person to the plan or to participants in or beneficiaries of
the plan.

                      (4)    Unless the context requires otherwise, the estate
or personal representative of any such director, officer or Trustee.

This term is not intended to include any person who holds a position of title of
Vice President or other apparent office without formal election or appointment
by the Board of Directors.

               (e)    "Disinterested Majority" shall mean a majority of the
Board of Directors of the Corporation who are not Parties to the subject
Proceeding or any related Proceeding.

                                                                   Page 12 of 19



               (f)   "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

               (g)   "Liability" includes the obligation to pay any sums or
perform any acts pursuant to a settlement, penalty, assessment, forfeiture,
fine, or judgment, including (without limitation) any excise tax assessed with
respect to any employee benefit plan, punitive damages, costs, and expenses.

               (h)   "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

               (i)   "Proceeding" means any threatened, pending or completed
civil, criminal, administrative or investigative action, suit, arbitration or
other proceeding of any kind, whether formal or informal, in which a Claim is or
may be asserted against a Director or Officer or in which the Director or
Officer is a witness.

         7.02  Director and Officer Liability Limitations.

               (a)   No Director or Officer shall be liable to the Corporation,
its shareholders or any person asserting rights on behalf of the Corporation or
its shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or other tortious or otherwise culpable conduct, unless
the person asserting liability proves that the breach or failure to perform
constitutes a Breach of Duty or conduct for which the Director is liable under
Section 180.0828 of the Wisconsin Business Corporation Law. In addition to and
not in limitation of the foregoing, no Director or Officer shall have any
liability for acts or omissions constituting business judgment within the
business judgment rule.

               (b)   The provisions of this Section 7.02 shall not be exclusive
of any other defenses such a Director or Officer may have with respect to any
Claim asserting a Liability.

               (c)   The Board of Directors (by majority vote or consent) may
grant similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.

         7.03  Mandatory Indemnification.

               (a)   Indemnification for Expenses. The Corporation shall
indemnify a Director or Officer for all Expenses incurred (i) in the successful
defense of any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as
a non-Party witness in any Proceeding.

               (b)   Indemnification for Liability and Expenses. The Corporation
shall indemnify a Director or Officer for all Liability and Expenses with
respect to any Claim against such person in a Proceeding to which such person
was a Party because he or she is or was a Director or Officer, unless such
Liability and Expenses were incurred because the Director or Officer is
determined to have engaged in conduct constituting a Breach of Duty.

               (c)   Indemnification Exclusion for Collateral Sources.
Notwithstanding the foregoing provision of this Section 7.03, indemnification
shall not be required for any Liability or Expenses to the

                                                                   Page 13 of 19



extent the same have been paid or are covered under any collectible insurance
policy or are otherwise paid or reimbursed by any third party under a legal or
contractual obligation to do so.

               (d)   Reliance on Applicable Corporation Law or By-Law. Without
intending to limit the generality of the indemnification rights provided under
subsections 7.03(a) and (b) above, the Corporation shall indemnify a Director or
Officer for all Liability and Expenses with respect to any Claim against such
person in a Proceeding which is based, in whole or in part, on such person's
reliance on the validity of any provision of the Applicable Corporation Law or
these By-Laws, even though it is thereafter determined that such provision was
invalid or otherwise could not have justifiably been relied upon.

         7.04  Procedural Requirements for Determination That Indemnification is
Proper.

               (a)   Written Request for Indemnification. A Director or Officer
who seeks indemnification shall make a written request therefor to the
Corporation, selecting a means for determining his or her right to
indemnification as provided under subsection 7.04(b) hereof.

               (b)   Determination of Indemnification. Within 60 days of receipt
by the Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:

                     (1)   by majority vote of a Disinterested Majority if so
designated by the Director or Officer seeking indemnification. If a
Disinterested Majority cannot be obtained, the Director or Officer may designate
that such determination be made by a majority vote of a committee duly appointed
by the Board of Directors and consisting solely of two or more directors not at
the time Parties to the same or related Proceedings. Directors who are Parties
to the same or related Proceedings may participate in the designation of members
of the committee;

                     (2)   by independent legal counsel if so designated by the
Director or Officer; provided that such counsel shall be mutually selected by
such Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;

                     (3)   by a panel of three arbitrators if so designated by
the Director or Officer, which shall be selected from the panel of arbitrators
of the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or

                     (4)   by a court if so designated by the Director or
Officer, pursuant to and in accordance with the Applicable Corporation Law.

The results and basis of the determination made hereunder shall be submitted in
writing to the Corporation and the Director or Officer (the "Indemnity
Decision").

                                                                   Page 14 of 19



               (c)   No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.

               (d)   Payment of Liabilities and Expenses; Waiver of Claims.

                     (1)   If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 7.05), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director or Officer is
entitled to indemnification against Liabilities and Expenses incurred in
connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:

         If the Director or Officer sustains Liability for equal dollar amounts
         to a given party or person under two or more Claims arising from the
         same general conduct, transaction or series of events (even though
         divisible for purposes of establishing Liability), one of which would
         require indemnification and the other of which would not, it shall be
         conclusively presumed that the Liability and all Expenses related
         thereto were sustained and incurred solely with respect to the Claim
         for which indemnification is required; and if the Director or Officer
         sustains Liability and Expenses for different dollar amounts to a given
         party or person under two or more Claims arising from the same general
         conduct, transaction or series of events (even though divisible for
         purposes of establishing Liability), one of which would require
         indemnification and the other of which would not, it shall be
         conclusively presumed that the Liability for which indemnification is
         required is the sole Liability up to the dollar amount thereof (the
         "covered Liability") and the Liability for which indemnification is not
         required (the "Non-Covered Liability") is reduced by the amount of the
         Covered Liability (resulting in a "Net Non-Covered Liability") and the
         Expenses shall be apportioned on the basis of the respective amounts of
         the Covered Liability and the Net Non-Covered Liability such that the
         Director or Officer shall be entitled to indemnification for the
         Covered Liability and the apportioned Expenses attributable to such
         Covered Liability. The foregoing shall apply regardless of whether the
         Claim for the Non-Covered Liability and the resulting Expenses in
         defense thereof occurs prior to or following assertion of the Claim for
         the Covered Liability and regardless of the actual time, effort and
         Expenses involved in defense of the respective Claims.

                     (2)   The Corporation waives all right and claims against
each Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

               (e)   Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.

         7.05  Advancement of Expenses.

               (a)   Procedure. Upon written request by a Director or Officer
who is a non-Party witness or a Party to a Proceeding, the Corporation shall pay
or reimburse from time to time prior to

                                                                   Page 15 of 19



completion of such Proceeding his or her Expenses as incurred within 10 days
after receipt of such request accompanied by: (i) an executed written
certificate affirming the Director's or Officer's good faith belief that (s)he
has not breached or failed to perform his or her duties to the Corporation by
engaging in conduct constituting a Breach of Duty; (ii) an executed written
undertaking by the Director or Officer to repay any advances made under this
Section if it is ultimately determined that the Director or Officer is not
entitled to be indemnified by the Corporation; and (iii) written evidence of the
Expenses incurred.

               (b)   Ability to Repay; Undertaking to be Unsecured. The
undertaking provided in this Section shall be accepted by the Corporation
without reference to the Directors' or Officers' ability to repay the allowance.
The undertaking shall be unsecured and the Director or Officer shall not be
required to pay interest on such amounts prior to a final determination that
repayment is required.

         7.06  Right of Director or Officer to Bring Suit. If an Indemnity
Decision is not issued within the time specified or such Indemnity Decision
finds that the Director or Officer is not entitled to indemnification or the
Corporation fails to make prompt payment pursuant to an Indemnity Decision, or a
request for an advancement of Expenses under Section 7.05 is refused, the
Director or Officer may at any time thereafter bring suit against the
Corporation to recover the unpaid Liability and/or Expense. If successful in
whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement or Expenses pursuant to the terms of an undertaking, the
Director or Officer shall be entitled to recover the expense of successfully
prosecuting or defending such suit. If the Director or Officer engaged in
conduct constituting a Breach of Duty, such fact: (i) shall be a defense to any
claim for indemnification against the Corporation (except for advancement of
Expenses prior to completion of a Proceeding); and (ii) shall entitle the
Corporation to recover all Expenses advanced prior to completion of the
Proceeding pursuant to the terms of the undertaking once such fact has been
established or admitted by the Director or Officer.

         An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

         7.07  Permissible Considerations. A Director or Officer, in the
discharge of his or her duties to the Corporation and in making any decision or
performing any other act in such capacity, is not limited to considering only
the economic interests of shareholders in determining what is best for the
Corporation, but may also consider the following: (a) the effects of the action
on employees, suppliers and customers of the Corporation; (b) effects on the
community in which the Corporation operates; and (c) any other factors the
Director or Officer considers pertinent.

         7.08  Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and competent as to the matters presented or as to which
the Director or Officer has no compelling reason to believe is not reliable or
competent; (b) legal counsel, public accountants or other persons as to matters
the Director or Officer believes in good faith are within the person's
professional or expert competence; and (c) information presented to the Board of
Directors by any person, officer, employee or committee of

                                                                   Page 16 of 19



the Board where it is believed in good faith the report merits confidence or
where the Director or Officer has no compelling reason to believe it does not
merit confidence.

         7.09  Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer against any Liability
asserted against or incurred by the individual in any such capacity or arising
out of his status as such, regardless of whether the Corporation is required or
authorized to indemnify such person for Liability or Expenses under this
Article.

         7.10  Severability and Intent. If any provision of this Article shall
be deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this By-Law shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.

         7.11  Notice to the Corporation. A Director or Officer shall promptly
notify the Corporation in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.

         7.12  Indemnification and Allowance of Expenses of Certain Others.

               (a)   Employee of Authorized Agent. The Board of Directors may,
in its sole and absolute discretion, by majority vote or consent, indemnify
against Liabilities incurred by, and/or provide for the advance of reasonable
Expenses of, an employee or authorized agent of the Corporation acting within
the scope of his or her duties as such, even if such employee or agent is not a
Director or Officer.

               (b)   Indemnity Agreements. The Board of Directors, by majority
vote or consent, may authorize the Corporation to enter written indemnity
agreements with: (i) any Director or Officer of the Corporation, which may
further expand the indemnification rights provided under these By-Laws or the
Applicable Corporation Law; and (ii) any employee or agent of the Corporation,
which may extend to such person the same, greater or lesser rights of
indemnification and reliance as those afforded to Directors and Officers under
this Article.

         7.13  Amendment. This Article may only be altered, amended or repealed
by a vote of not less than two-thirds of the Corporation's outstanding Class A
common stock entitled to vote, provided, however, that the Board of Directors
may alter or amend this Article without such stockholder approval if any such
alteration or amendment is (a) made in order to conform to any amendment or
revision of the Applicable Corporation Law, which (i) expands or permits the
expansion of a Director's or Officer's right to indemnification thereunder; (ii)
limits or eliminates, or permits the limitation or elimination of, the liability
of a Director or Officer; or (iii) is otherwise beneficial to the Directors and
Officers or (b) an alteration or amendment which is otherwise deemed by the
Board of Directors to be an immaterial modification. No amendment of this
Article shall terminate, reduce or impair a Director's or Officer's rights to
indemnification for any act, occurrence or event taking place prior to the
effective date of such

                                                                   Page 17 of 19



amendment and delivery of notice thereof to such Director or Officer, regardless
of when any Claim relating thereto is actually asserted.

         7.14  Nonexclusivity of Article VII. The rights of a Director or
Officer (or any other person) granted under this Article shall not be deemed
exclusive of any other rights to indemnification against Liabilities or
allowance of Expenses which the Director or Officer (or such other person) may
be entitled to under any written agreement, Board of Directors resolution, vote
of shareholders of the Corporation or under the Applicable Corporation Law or
otherwise. Nothing contained in this Article shall be deemed to limit the
Corporation's obligations to indemnify against Liabilities or allow expenses to
a Director or Officer under the Applicable Corporation Law.

         7.15  Transactions with the Corporation. The Board of Directors may
from time to time authorize transactions by Officers, Directors and employees
with the Corporation, and may authorize lending money and granting credit of the
Corporation to or for the use of such Officers, Directors and employees,
providing that the Directors who vote for or assent to the making of a loan to
an Officer or Director of the Corporation shall be jointly and severally liable
to the Corporation for the amount of such loan until full repayment thereof,
unless such Directors shall sustain the burden of proof that such loan was made
for a proper business purpose.

         Any contract or other transaction between the Corporation and one or
more of its Directors, or between the Corporation and any firm of which one or
more of its Directors are members or employees, or in which they are interested,
or between the Corporation and any corporation or association of which one or
more of its Directors are shareholders, members, directors, officers, or
employees, or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director(s) at the meeting of the Board of
Directors of the Corporation which acts upon, or in reference to, such contract
or transaction; and notwithstanding his or their participation in such action,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve or
ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted in calculating the majority
of such quorum necessary to carry such vote. This Section shall not be construed
to invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.

                             ARTICLE VIII - GENERAL

         8.01. Seal. The Board of Directors may provide for a corporate seal,
which shall be circular in form and shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal, Wisconsin".

         8.02. Fiscal Year. The fiscal year of the Corporation shall be as
provided in Section 0.05.

                             ARTICLE IX - AMENDMENTS

         9.01. By Shareholders. These by-laws may be altered, amended or
repealed and new by-laws may be adopted by the shareholders by affirmative vote
of not less than a majority of the shares present or represented at any annual
or special meeting of the shareholders at which a quorum is in attendance.

         9.02. By Directors. These by-laws may also be altered, amended or
repealed and new by-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance; but no by-law adopted by the shareholders shall be
amended or repealed by the Board of Directors if the by-law so adopted so
provides.

                                                                   Page 18 of 19



         9.03. Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
by-laws then in effect but is taken or authorized by affirmative vote of not
less than the number of shares or the number of directors required to amend the
by-laws so that the by-laws would be consistent with such action, shall be given
the same effect as though the by-laws had been temporarily amended or suspended
so far, but only so far as is necessary to permit the specific action so taken
or authorized.

                                                                   Page 19 of 19

EX-3.27

                                                                    EXHIBIT 3.27

                  SCOT LAD-LIMA, INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

FIRST:      The name of the corporation is: SCOT LAD-LIMA, INC.

SECOND:     The place in Ohio were the principal office of the corporation is to
            be located is the City of Lima, Allen County.

THIRD:      The purpose or purposes for which the corporation is formed are to
            engage in any lawful act or activity for which corporations may be
            formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio
            Revised Code and any amendments heretofore or hereafter made
            thereto.

FOURTH:     The maximum number of shares which the corporation is authorized to
            have outstanding is seven hundred fifty (750), all of which shall be
            common shares without par value.

FIFTH:      The corporation will not have any initial stated capital.

SIXTH:      The board of directors may fix and determine, and vary, the amount
            of working capital of the corporation; determine whether any (and,
            if any, what part) of the surplus, however created or arising, shall
            be used or disposed of or declared in dividends or paid to
            shareholders; and, without action by the shareholders, use and apply
            such surplus, or any part thereof, or such part of the stated
            capital of the corporation as is permitted under the laws of the
            State of Ohio, at any time or from time to time, in the purchase or
            acquisition of shares of any class, voting-trust certificates for
            shares, bonds, debentures, notes, scrip, warrants, obligations,
            evidence of indebtedness of the corporation, or other securities of
            the corporation, to such extent or amount and in such manner and
            upon such terms as the board of directors shall deem expedient and
            without regard to any provisions which may hereafter be contained in
            the corporation's articles of incorporation with respect to the
            redemption of shares of any class at the option of the corporation.

SEVENTH:    A director or officer of the corporation shall not be disqualified
            by his office from dealing or contracting with the corporation as a
            vendor, purchaser, employee, agent, or otherwise. No transaction or
            contract or act of the corporation shall be void or voidable or in
            any way affected or invalidated by reason of the fact that any
            director or officer, or any firm of which any director or officer is
            a shareholder, director, or trustee, or any trust of which any
            director or officer is a trustee or beneficiary, is in any way
            interested in such transaction or contract or act. No director or
            officer shall be accountable or responsible to the corporation for
            or in respect to any transaction or contract or act of the
            corporation or for any gains or profits directly or indirectly
            realized by him by reason of the fact that he or any firm of which
            he is a member or any corporation of which he is a shareholder,
            director, or trustee, or any trust of which he is a trustee or
            beneficiary, is interested in such transaction or contract or act;
            provided the fact



            that such director or officer or such firm or corporation or such
            trust is so interested shall have been disclosed or shall have been
            known to the board of directors or such members thereof as shall be
            present at any meeting of the board of directors at which action
            upon such contract or transaction or act shall have been taken. Any
            director may be counted in determining the existence of a quorum at
            any meeting of the board of directors which shall authorize or take
            action in respect to any such contract or transaction or act, and
            may vote thereat to authorize, ratify, or approve any such contract
            or transaction or act, and any officer of the corporation may take
            any action within the scope of his authority respecting such
            contract or transaction or act with like force and effect as if he
            or any firm of which he is a member, or any corporation of which he
            is a shareholder, director, trustee, or any trust of which he is a
            trustee or beneficiary, were not interested in such transaction or
            contract or act. Without limiting or qualifying the foregoing, if in
            any judicial or other inquiry, suit, cause, or proceeding, the
            question of whether a director or officer of the corporation has
            acted in good faith is material, then notwithstanding any statute or
            rule of law or of equity to the contrary (if any there be), his good
            faith shall be presumed, in the absence of proof to the contrary by
            clear and convincing evidence.

EIGHTH:     No holder of shares of any class of the corporation shall be
            entitled as such, as a matter of right, to subscribe for or purchase
            shares of any class, now or hereafter authorized, or to purchase or
            to subscribe for securities convertible into or exchangeable for
            shares of the corporation, or to which shall appertain or be
            attached any warrants or rights entitling the holder thereof to
            subscribe for or purchase shares, except such rights of subscription
            or purchase, if any, at such price or prices, and upon such terms
            and conditions as the board of directors in its discretion may from
            time to time determine.

NINTH:      Notwithstanding any provision of any statute of the State of  Ohio,
            now or hereafter in force, requiring for any purpose the vote,
            consent, waiver, or release of the holders of shares entitling them
            to exercise two-thirds or any other proportion of the voting power
            of the corporation or of any class or classes of shares thereof, any
            action may be taken by the vote of the holders of shares entitling
            them to exercise a majority of the voting power of the corporation,
            or of such class or classes, unless the proportion designated by
            such statute cannot be altered by these articles.

                         APPOINTMENT OF STATUTORY AGENT

            CT Corporation System, a corporation authorized to act as a
            statutory agent in the State of Ohio, is the agent upon which any
            process, notice, or demand required or permitted by statute to be
            served upon the corporation may be served. CT Corporation System's
            complete address is 1300 East Ninth Street, Cleveland, Ohio 44114.

                                       2

EX-3.28

                                                                    EXHIBIT 3.28

                               AMENDED & RESTATED

                               CODE OF REGULATIONS

                                       OF

                               SCOT LAD-LIMA, INC.



                                                          Adopted: June 16, 1993
                                                         Amended: March 30, 2000



                                TABLE OF CONTENTS
                                -----------------
                                                                           Page
                                                                           ----
ARTICLE 1                    Meetings of Shareholders                        1

              s.1.1          Annual Meeting                                  1
              s.1.2          Special Meetings                                1
              s.1.3          Place of Meetings                               1
              s.1.4          Notice of Meetings                              1
              s.1.5          Waiver of Notice                                1
              s.1.6          Quorum                                          2
              s.1.7          Organization                                    2
              s.1.8          Order of Business                               2
              s.1.9          Voting                                          2
              s.1.10         Proxies                                         2
              s.1.11         Inspectors of Elections                         2
              s.1.12         Record Date                                     2
              s.1.13         List of Shareholders at Meeting                 3
              s.1.14         Action in Writing in Lieu of Meeting            3

ARTICLE 2                    Board of Directors                              3

              s.2.1          General Powers of Board                         3
              s.2.2          Number of Directors                             3
              s.2.3          Compensation and Expenses                       3
              s.2.4          Election of Directors                           3
              s.2.5          Term of Office                                  3
              s.2.6          Resignations                                    4
              s.2.7          Removal of Directors                            4
              s.2.8          Vacancies                                       4
              s.2.9          Organization of Meetings                        4
              s.2.10         Place of Meetings                               4
              s.2.11         Regular Meetings                                4
              s.2.12         Special Meetings                                4
              s.2.13         Notices of Meetings                             4
              s.2.14         Notice of Adjournment of Meeting                5
              s.2.15         Quorum and Manner of Acting                     5
              s.2.16         Order of Business                               5
              s.2.17         Action in Writing in Lieu of Meeting            5
              s.2.18         Executive and Other Committees                  5

ARTICLE 3                    Officers                                        6

              s.3.1          Number and Titles                               6
              s.3.2          Election, Terms of Office,                      6
                             Qualifications, and Compensation                6
              s.3.3          Additional Officers, Agents, Etc.               6
              s.3.4          Removal                                         6
              s.3.5          Resignations                                    6
              s.3.6          Vacancies                                       7
              s.3.7          Powers, Authority, and Duties of Officers       7

                                       (i)



ARTICLE 4                    Shares and Their Transfer                       7

              s.4.1          Certificates for Shares                         7
              s.4.1          Certificates for Shares                         7
              s.4.2          Transfer of Shares                              7
              s.4.3          Regulations                                     7
              s.4.4          Lost, Destroyed or Stolen Certificates          8

ARTICLE 5                    Examination of Books by Shareholders            8

ARTICLE 6                    Indemnification and Insurance                   8

              s.6.1          Costs Incurred                                  8
              s.6.2          Indemnification Procedure                       9
              s.6.3          Advance Payment of Costs                        9
              s.6.4          Non-Exclusive                                   9
              s.6.5          Insurance                                       9
              s.6.6          Survival                                        9
              s.6.7          Successors                                      9

ARTICLE 7                    Seal                                           10

ARTICLE 8                    Fiscal Year                                    10

ARTICLE 9                    Control Share Acquisitions                     10

ARTICLE 10                   Deleted                                        10

ARTICLE 11                   Amendment of Regulations                       10

ARTICLE 12                   Close Corporation Agreement                    10

                                      (ii)



                               CODE OF REGULATIONS

                                    ARTICLE 1

                            Meetings of Shareholders

          s.1.1 Annual Meeting. The annual meeting of the shareholders, for the
purpose of electing directors and transacting such other business as may come
before the meeting, shall be held on such date and at such time during the first
six months of each fiscal year of the Company as may be fixed by the board of
directors and stated in the notice of the meeting.

          s.1.2 Special Meetings. A special meeting of the shareholders may be
called by the chairman of the board, or the president, or a majority of the
directors acting with or without a meeting, or the holders of shares entitling
them to exercise 25% of the voting power of the Company entitled to be voted at
the meeting. Upon delivery to the chairman, president, or secretary of a request
in writing for a special meeting of the shareholders by any persons entitled to
call such meeting, the officer to whom the request is delivered shall give
notice to the shareholders of such meeting. Any such request shall specify the
purposes and the date and hour for such meeting. The date shall be at least 14
and not more than 65 days after delivery of the request. If such officer does
not call the meeting within five days after any such request, the persons making
the request may call the meeting by giving notice as provided in s.1.4 or by
causing it to be given by their designated representative.

          s.1.3 Place of Meetings. All meetings of shareholders shall be held at
such place or places, within or without the State of Ohio, as may be fixed by
the board of directors or, if not so fixed, as shall be specified in the notice
of the meeting.

          s.1.4 Notice of Meetings. Every shareholder shall furnish the
secretary of the Company with an address at which notices of meetings and all
other corporate notices may be served on or mailed to him. Except as otherwise
expressly required by law, notice of each shareholders' meeting, whether annual
or special, shall, not more than 60 days and at least 7 days before the date
specified for the meeting, be given by the chairman, president, or secretary or,
in case of their refusal or failure to do so, by the person or persons entitled
to call such meeting, to each shareholder entitled to notice of the meeting, by
delivering a written or printed notice to him personally or by mailing the
notice in a postage-prepaid envelope addressed to him at his address furnished
by him as above provided, or, if he shall not have furnished such address, at
his post office address last known to the sender. Except when expressly required
by law, no publication of any notice of a shareholders' meeting shall be
required. If shares are transferred after notice has been given, notice need not
be given to the transferee. A record date may be fixed for determining the
shareholders entitled to notice of any meeting of shareholders, in accordance
with the provisions of s.1.12. Every notice of a shareholders' meeting, besides
stating the time and place of the meeting, shall state briefly the purposes of
the meeting as may be specified by the person or persons requesting or calling
the meeting. Only the business provided for in such notice shall be considered
at the meeting. Notice of the adjournment of a meeting need not be given if the
time and place to which it is adjourned are fixed and announced at the meeting.

          s.1.5 Waiver of Notice. Any shareholder, either before or after any
meeting, may waive any notice required by law, the articles, or these
regulations. Waivers must be in writing and filed with or entered upon the
records of the meeting. Notice of a meeting will be deemed to have been waived
by any shareholder who attends the meeting either in person or by proxy, and who
does not, before or at the commencement of the meeting, protest the lack of
proper notice.

                                        1



          s.1.6 Quorum. The holders of shares entitling them to exercise a
majority of the voting power of the Company entitled to vote at a meeting,
present in person or by proxy, shall constitute a quorum for the transaction of
business, except when a greater number is required by law, the articles of
incorporation, or these regulations. In the absence of a quorum at any meeting
or any adjournment of the meeting, the holders of shares entitling them to
exercise a majority of the voting power of the shareholders present in person or
by proxy and entitled to vote may adjourn the meeting from time to time. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called.

          s.1.7 Organization. At each shareholders' meeting the chairman of the
board, or, in his absence, the president, or, in the absence of both of them, a
chairman chosen by the holders of shares entitling them to exercise a majority
of the voting power of the shareholders present in person or by proxy and
entitled to vote, shall act as chairman, and the secretary of the Company, or,
in his absence, any assistant secretary, or, in the absence of all of them, any
person whom the chairman of the meeting appoints, shall act as secretary of the
meeting.

          s.1.8 Order of Business. The order of business at each meeting of the
shareholders shall be fixed by the chairman of the meeting at the beginning of
the meeting but may be changed by the vote of the holders of shares entitling
them to exercise a majority of the voting power of the shareholders present in
person or by proxy and entitled to vote.

          s.1.9 Voting. Each holder of a share or shares of the class or classes
entitled to vote by law or the articles of incorporation shall be entitled to
one vote in person or by proxy for each such share registered in his name on the
books of the Company. As provided in ss.1.12, a record date for determining
which shareholders are entitled to vote at any meeting may be fixed. Shares of
its own stock belonging to the Company shall not be voted directly or
indirectly. Persons holding voting shares in a fiduciary capacity shall be
entitled to vote the shares so held. A shareholder whose shares are pledged
shall be entitled to vote the shares standing in his name on the books of the
Company. Upon a demand by any shareholder present in person or by proxy at any
meeting and entitled to vote, any vote shall be by ballot. Each ballot shall be
signed by the shareholder or his proxy and shall state the number of shares
voted by him. Otherwise, votes shall be made orally.

          s.1.10 Proxies. Any shareholder who is entitled to attend or vote at a
shareholders' meeting shall be entitled to exercise such right and any other of
his rights by proxy or proxies appointed by a writing signed by such
shareholder, which need not be witnessed or acknowledged. Except as otherwise
specifically provided in these regulations, actions taken by proxy shall be
governed by the provisions of s.1701.48, Ohio Revised code, or any similar
statute which may hereafter be enacted, including the provisions relating to the
sufficiency of the writing, duration of the validity of the proxy, power of
substitution, revocation, and all other provisions.

          s.1.11 Inspectors of Elections. Inspectors of elections may be
appointed and act as provided in s.1701.50, Ohio Revised Code, or any future
statute of like tenor or effect.

          s.1.12 Record Date. The board of directors may fix a record date for
any lawful purpose, including without limitation the determination of
shareholders entitled to: (a) receive notice of or to vote at any meeting, (b)
receive payment of any dividend or other distribution, (c) receive or exercise
rights of purchase of, subscription for, or exchange or conversion of, shares or
other securities, subject to any contract right with respect thereto, or (d)
participate in the execution of written consents, waivers, or releases. Any such
record date shall not be more than 60 days preceding the date of such meeting,
the date fixed for the payment of any dividend

                                        2



or other distribution, or the date fixed for the receipt or the exercise of
rights, as the case may be.

          s.1.13 List of Shareholders at Meeting. Upon request of any
shareholder at any meeting of shareholders, there shall be produced at the
meeting an alphabetically arranged list, or classified lists, of the
shareholders of record as of the applicable record date who are entitled to
vote, showing their respective addresses and the number and classes of shares
held by them.

          s.1.14 Action in Writing in Lieu of Meeting. Any action which may be
authorized or be taken at a meeting of the shareholders, may be authorized or
taken without a meeting with the affirmative vote or approval of, and in a
writing or writings signed by, all the shareholders who would be entitled to
notice of a meeting of the shareholders held for that purpose.

                                    ARTICLE 2

                               Board of Directors

          s.2.1 General Powers of Board. The powers of the Company shall be
exercised, its business and affairs shall be conducted, and its property shall
be controlled by the board of directors, except as otherwise provided by laws of
the State of Ohio, the Company's articles of incorporation, or these
regulations.

          s.2.2 Number of Directors. Until changed in accordance with this
section, the number of directors of the Company, none of whom need be
shareholders, shall be not less than three nor more than seven, provided that
when all shares of the Company are owned of record by one or two shareholders,
the number of directors may be less than three but not less than the number of
shareholders. The number of directors may be fixed or changed at any annual
meeting of the shareholders, or at any special meeting of the shareholders
called for that purpose, by the affirmative vote of the holders of shares
entitling them to exercise a majority of the voting power of the Company on such
proposal.

          s.2.3 Compensation and Expenses. The directors shall be entitled to
such compensation, on a monthly or annual basis, or on the basis of meetings
attended, or on both bases, as the board of directors may from time to time
determine and establish. No director shall be precluded from serving the Company
as an officer or in any other capacity, or from receiving compensation for so
serving. Directors may be reimbursed for their reasonable expenses incurred in
the performance of their duties, including the expense of traveling to and from
meetings of the board, if such reimbursement is authorized by the board of
directors.

          s.2.4 Election of Directors. At each meeting of the shareholders for
the election of directors at which a quorum is present, the persons receiving
the greatest number of votes shall be deemed elected directors. Any shareholder
may cumulate his votes at an election of directors upon fulfillment of the
conditions prescribed in s.1701.55, Ohio Revised Code, or any similar statute
which may hereafter be enacted.

          s.2.5 Term of Office. Each director shall hold office until the annual
meeting of shareholders in the year of the expiration of his term of office, or,
if the election of directors shall not be held at that annual meeting, until a
special meeting of the shareholders for the purpose of electing directors is
held as provided in s.1.2, or the taking of action by all the shareholders in
writing in lieu of either such meetings, and in any case until his successor is
elected and qualified or until his earlier resignation, removal from office, or
death.

                                        3



          s.2.6 Resignations. Any director may resign by giving written notice
to the chairman, the president, or the secretary of the Company. Such
resignation shall take effect at the time specified therein. Unless otherwise
specified therein, the acceptance of a resignation shall not be necessary to
make it effective.

          s.2.7 Removal of Directors. All directors or any individual director
may be removed from office, without assigning any cause, by the affirmative vote
of the holders of record of not less than 75% of the shares having voting power
of the Company with respect to the election of directors, provided that unless
all directors are removed, no individual director shall be removed in case the
votes of a sufficient number of shares are cast against his removal which, if
cumulatively voted at an election of all directors, would be sufficient to elect
at least one director. In case of any such removal, a new director may be
elected at the same meeting for the unexpired term of each director removed. Any
director may also be removed by the board of directors for any of the causes
specified in s.1701.58 (B), Ohio Revised Code, or any similar statute which may
hereafter be enacted.

          s.2.8 Vacancies. A vacancy in the board of directors may be filled by
majority vote of the remaining directors, even though they are less than a
quorum, until the shareholders hold an election to fill the vacancy.
Shareholders entitled to elect directors may elect a director to fill any
vacancy in the board (whether or not the vacancy has previously been temporarily
filled by the remaining directors) at any shareholders' meeting called for that
purpose.

          s.2.9 Organization of Meetings. At each meeting of the board of
directors, the chairman of the board, or, in his absence, the president, or, in
his absence, a chairman chosen by a majority of the directors present, shall act
as chairman. The secretary of the Company, or, if the secretary shall not be
present, any person whom the chairman of the meeting shall appoint, shall act as
secretary of the meeting.

          s.2.10 Place of Meetings. Meetings of the board shall be held at such
place or places, within or without the State of Ohio, as may from time to time
be fixed by the board of directors or as shall be specified or fixed in the
notice of the meeting.

          s.2.11 Regular Meetings. Regular meetings of the board will not be
held unless this code of regulations shall be amended to provide therefor.

          s.2.12 Special Meetings. Special meetings of the board of directors
shall be held whenever called by the chairman of the board, if any, or by the
president, or by any two directors.

          s.2.13 Notices of Meetings. Every director shall furnish the secretary
of the Company with an address at which notices of meetings and all other
corporate notices may be served on or mailed to him. Unless waived before, at,
or after the meeting as hereinafter provided, notice of each board meeting shall
be given by the chairman, the president, the secretary, an assistant secretary,
or the persons calling such meeting, to each director in any of the following
ways:

                      (a) By orally informing him of the meeting in person or by
          telephone not later than two days before the date of the meeting.

                      (b) By delivering written notice to him not later than two
          days before the date of the meeting.

                                        4



                      (c) By mailing written notice to him, or by sending notice
         to him by telegram, cablegram, or radiogram, postage or other costs
         prepaid, addressed to him at the address furnished by him to the
         secretary of the Company, or to such other address as the person
         sending the notice shall know to be correct. Such notice shall be
         posted or dispatched a sufficient length of time before the meeting so
         that in the ordinary course of the mail or the transmission of
         telegrams, cablegrams, or radiograms, delivery would normally be made
         to him not later than two days before the date of the meeting.

         Unless otherwise required by the articles of incorporation, this code
of regulations, or the laws of the State of Ohio (for example, see the
provisions of the code of regulations with respect to the election or removal of
directors), the notice of any meeting need not specify the purposes of the
meeting. Notice of any meeting of the board may be waived by any director,
either before, at, or after the meeting, in writing, or by telegram, cablegram,
or radiogram.

          s.2.14 Notice of Adjournment of Meeting. Notice of adjournment of a
meeting need not be given if the time and place to which it is adjourned are
fixed and announced at the meeting.

          s.2.15 Quorum and Manner of Acting. A majority of the number of
directors fixed or established pursuant to s.2.2 as of the time of any meeting
of the board of directors must be present in person at such meeting in order to
constitute a quorum for the transaction of business, provided that meetings of
the directors may include participation by directors through any communications
equipment if all directors participating can hear each other, and such
participation in a meeting shall constitute presence at such meeting. The act of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the board of directors. In the absence of a quorum, a
majority of those present may adjourn a meeting from time to time until a quorum
is present. Notice of an adjourned meeting need not be given. The directors
shall act only as a board. Individual directors shall have no power as such.

          s.2.16 Order of Business. The order of business at meetings of the
board shall be such as the chairman of the meeting may prescribe or follow,
subject, however, to his being overruled with respect thereto by a majority of
the members of the board present.

          s.2.17 Action in Writing in Lieu of Meeting. Any action which may be
authorized or taken at a meeting of the directors may be authorized or taken
without a meeting with the affirmative vote or approval of, and in a writing or
writings signed by, all the directors.

          s.2.18 Executive and Other Committees. The directors may create and
from time to time abolish or reconstitute an executive committee and any other
committee or committees of directors each to consist of not less than three
directors, and may delegate to any such committee or committees any or all of
the authority of the directors, however conferred, other than that of filling
vacancies in the board of directors or in any committee of directors. Each such
committee shall serve at the pleasure of the directors, and shall act only in
the intervals between meetings of the board of directors, and shall be subject
to the control and direction of the board of directors. The directors may adopt
or authorize the committees to adopt provisions with respect to the government
of any such committee or committees which are not inconsistent with applicable
law, the articles of incorporation of the Company, or these regulations. An act
or authorization of any act by any such committee within the authority properly
delegated to it by the directors shall be as effective for all purposes as the
act or authorization of the directors. Any right, power, or authority conferred
in these regulations to the "directors" or to the "board of directors" shall
also be deemed conferred upon each committee or committees of directors to

                                        5



which any such right, power, or authority is delegated (expressly, or by general
delegation, or by necessary implication) by the board of directors.

                                    ARTICLE 3

                                    Officers

          s.3.1 Number and Titles. The officers of the Company shall be a
chairman of the board, if needed, a president, one or more vice presidents, if
needed, a secretary, one or more assistant secretaries, if needed, a treasurer,
and one or more assistant treasurers, if needed. The board shall have the
discretion to determine from time to time whether or not a chairman of the board
is needed, the number of vice presidents, if any, the Company shall have,
whether or not assistant secretaries and assistant treasurers are needed, and,
if so, the number of assistant secretaries and assistant treasurers the Company
shall have. If there is more than one vice president, the board may, in its
discretion, establish designations for the vice presidencies so as to
distinguish among them as to their functions or their order, or both. Any two or
more offices may be held by the same person, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity if such
instrument is required by law, the Company's articles of incorporation, or these
regulations to be executed, acknowledged, or verified by two or more officers.

          s.3.2 Election, Terms of Office, Qualifications, and Compensation. The
officers shall be elected by the board of directors. Each shall be elected for
an indeterminate term and shall hold office during the pleasure of the board of
directors. The board of directors may hold annual elections of officers; in that
event, each such officer shall hold office until his successor is elected and
qualified unless he earlier is removed by the board of directors. The chairman
of the board, if one is elected, shall be a director, but no other officer need
be a director. The other qualifications of all officers shall be such as the
board of directors may establish from time to time. The board of directors shall
fix the compensation, if any, of each officer.

          s.3.3 Additional Officers, Agents, Etc. In addition to the officers
mentioned in s.3.1, the Company may have such other officers, agents, and
committees as the board of directors may deem necessary and may appoint, each of
whom or each member of which shall hold office for such period, have such
authority, and perform such duties as may be provided in these regulations or as
may be determined by the board from time to time. The board of directors may
delegate to any officer or committee the power to appoint any subordinate
officer, agents, or committees. In the absence of any officer, or for any other
reason the board of directors may deem sufficient, the board of directors may
delegate, for the time being, the powers and duties, or any of them, of such
officer to any other officer, or to any director.

          s.3.4 Removal. Any officer may be removed, either with or without
cause, at any time, by the board of directors at any meeting, the notices (or
waivers of notices) of which shall have specified that such removal action was
to be considered. Any officer appointed by an officer or committee to which the
board shall have delegated the power of appointment may be removed, either with
or without cause, by the committee or superior officer (including successors)
who made the appointment, or by any committee or officer upon whom such power of
removal may be conferred by the board of directors.

          s.3.5 Resignations. Any officer may resign at any time by giving
written notice to the board of directors, the chairman, the president, or the
secretary. Any such resignation shall take effect at the time specified therein.
Unless otherwise specified therein, the acceptance of such, resignation shall
not be necessary to make it effective.

                                        6



          s.3.6 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, shall be filled in the
manner prescribed for regular appointments or elections to such office.

          s.3.7 Powers, Authority, and Duties of Officers. Officers of the
Company shall have the powers and authority conferred and the duties prescribed
by law, in addition to those specified or provided for in these regulations and
such other powers, authority, and duties as may be determined by the board of
directors from time to time.

                                    ARTICLE 4

                            Shares and Their Transfer

          s.4.1 Certificates for Shares. Every owner of one or more shares in
the Company shall be entitled to a certificate or certificates, which shall be
in such form as may be approved by the board of directors, certifying the number
and class of shares in the Company owned by him. The certificates for the
respective classes of such shares shall be numbered in the order in which they
are issued and shall be signed by the chairman, the president, or a vice
president and by the secretary, an assistant secretary, the treasurer, or
assistant treasurer; provided that, if such certificates are countersigned by a
transfer agent or registrar, the signatures of such officers upon such
certificates may be facsimiles, stamped, or printed. If an officer who has
signed or whose facsimile signature has been used, stamped, or printed on any
certificates ceases to be such officer because of death, resignation or other
reason before such certificates are delivered by the Company, such certificates
shall nevertheless be conclusively deemed to be valid if countersigned by any
such transfer agent or registrar. A record shall be kept of the name of the
owner or owners of the shares represented by each such certificate and the
number of shares represented thereby, the date thereof, and in case of
cancellation, the date of cancellation. Every certificate surrendered to the
Company for exchange or transfer shall be cancelled and no new certificate or
certificates shall be issued in exchange for any existing certificates until
such existing certificates shall have been so cancelled, except in cases
provided for in s.4.4.

          s.4.2 Transfer of Shares. Any certificate for shares of the Company
shall be transferable in person or by attorney upon the surrender of the
certificate to the Company or any transfer agent for the Company (for the class
of shares represented by the certificate surrendered) properly endorsed for
transfer and accompanied by such assurances as the Company or its transfer agent
may require as to the genuineness and effectiveness of each necessary
endorsement. The person in whose name any shares stand on the books of the
Company shall, to the fullest extent permitted by law, be conclusively deemed to
be the unqualified owner and holder of the shares and entitled to exercise all
rights of ownership, for all purposes relating to the Company. Neither the
Company nor any transfer agent of the Company shall be required to recognize any
equitable interest in, or any claim to, any such shares on the part of any other
person, whether disclosed on the certificate or any other way, nor shall they be
required to see to the performance of any trust or other obligation.

          s.4.3 Regulations. The board of directors may make such rules and
regulations as it may deem expedient or advisable, not inconsistent with these
regulations, concerning the issue, transfer, and registration of certificates
for shares. It may appoint one or more transfer agents or one or more
registrars, or both, and may require all certificates for shares to bear the
signature of either or both.

                                        7



          s.4.4 Lost, Destroyed or Stolen Certificates. A new share certificate
or certificates may be issued in place of any certificate theretofore issued by
the Company which is alleged to have been lost, destroyed, or wrongfully taken
upon: (a) the execution and delivery to the Company by the person claiming the
certificate to have been lost, destroyed, or wrongfully taken of an affidavit of
that fact in form satisfactory to the Company, specifying whether or not the
certificate was endorsed at the time of such alleged loss, destruction or
taking, and (b) the receipt by the Company of a surety bond, indemnity
agreement, or any other assurances satisfactory to the Company and to all
transfer agents and registrars of the class of shares represented by the
certificate against any and all losses, damages, costs, expenses, liabilities or
claims to which they or any of them may be subjected by reason of the issue and
delivery of such new certificate or certificates or with respect to the original
certificate.

                                    ARTICLE 5

                      Examination of Books by Shareholders

         The board of directors may make reasonable rules and regulations
prescribing under what conditions the books, records, accounts, and documents of
the Company, or any of them, shall be open to the inspection of the
shareholders. No shareholder shall be denied any right which is conferred by
s.1701.37, Ohio Revised Code, or any other applicable law to inspect any book,
record, account, or document of the Company. An original or duplicate stock
ledger showing the names and addresses of the shareholders and the number and
class of shares issued or transferred of record to or by them from time to time
shall at all times during the usual hours for business be open to the
examination of every shareholder at the principal office or place of business of
the company in the State of Ohio.

                                    ARTICLE 6

                          Indemnification and Insurance

          s.6.1 Costs Incurred. The Company shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that he is or was a director, officer,
employee, or agent of the Company, or is or was serving at the request of the
Company as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, against expenses, including attorneys'
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding provided
that: (a) he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company; (b) with respect to any
criminal action or proceeding, he had no reasonable cause, to believe his
conduct was unlawful; and (c) in any action or suit by or in the right of the
Company, no indemnification shall be made with respect to any amounts paid in
settlement or with respect to any claim, issue, or matter as to which such
person shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Company unless and only to the extent that the
Court of Common Pleas or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court of common pleas
or such other court shall deem proper. The termination of any action, suit, or
proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, shall not of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Company, and with

                                        8



respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

          s.6.2 Indemnification Procedure. Any indemnification under s.6.1 shall
be made by the Company only if and as authorized in the specific case upon a
determination that indemnification of the director, trustee, officer, employee,
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in s.6.1. Such determination shall be made by one
of the following methods: (a) by a majority vote of a quorum consisting of
directors of the Company who were not and are not parties to or threatened with
any such action, suit, or proceeding; or (b) if such a quorum is not obtainable
or if a majority vote of a quorum of disinterested directors so directs, in a
written opinion by independent legal counsel retained by the Company, other than
an attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the Company or any person to be
indemnified within the past five years; or (c) by the shareholders; or (d) by
the Court of Common Pleas of Franklin County, Ohio, or the court in which such
action, suit, or proceeding was brought.

          s.6.3 Advance Payment of Costs. Expenses, including attorneys' fees,
incurred in defending any action, suit, or proceeding referred to in s.6.1 may
be paid by the Company in advance of the final disposition of such action, suit,
or proceeding as authorized by the directors in the specific case upon receipt
of an undertaking by or on behalf of the director, trustee, officer, employee,
or agent to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the Company as authorized in this Article.

          s.6.4 Non-Exclusive. The indemnification authorized in this Article
shall not be deemed exclusive of any other rights to which persons seeking
indemnification may be entitled under any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

          s.6.5 Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the Company, or is or was serving at the request of the Company as a director,
trustee, officer, employee, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the Company
would have the power to indemnify him against such liability under this Article
or under Chapter 1701, Ohio Revised Code.

          s.6.6 Survival. The indemnification authorized in this Article shall
continue as to a person who has ceased to be a director, trustee, officer,
employee, or agent.

          s.6.7 Successors. The indemnification authorized in this Article shall
inure to the benefit of the heirs, executors, and administrators of any person
entitled to indemnification under this Article.

                                        9



                                    ARTICLE 7

                                      Seal

         The board of directors may adopt and alter a corporate seal and use the
same or a facsimile thereof, but failure to affix the corporate seal, if any,
shall not affect the validity of any instrument.

                                    ARTICLE 8

                                   Fiscal Year

         The fiscal year of the Company shall be fixed and may be changed from
time to time by the board of directors.

                                    ARTICLE 9

                           Control Share Acquisitions

         Section 1701.831, Ohio Revised Code, shall not apply to control share
acquisitions of shares of the Company.

                                   ARTICLE 10

         Deleted in its entirety 3/30/00.


                                   ARTICLE 11

                            Amendment of Requlations

         These regulations may be amended or new regulations may be adopted: (a)
at any meeting of the shareholders held for such purpose, by the affirmative
vote of the holders of record of shares entitling them to exercise a majority of
the voting power on such proposal; or (b) without a meeting of the shareholders,
by the written consent of the holders of record of shares entitling them to
exercise a majority of the voting power on such proposal. If any amendment or
new regulations are adopted without a meeting of the shareholders, the secretary
shall mail a copy of the amendment or new regulations to each shareholder who
would have been entitled to vote on the proposal but who did not participate in
the adoption of the amendment or new regulations.

                                   ARTICLE 12

                           Close Corporation Agreement

         These regulations may be superseded in whole or part, at any time and
from time to time, by any close corporation agreement between the shareholders
of the Company pursuant to s.1701.591, Ohio Revised Code, or any similar statute
which may hereafter be enacted.

                                       10

EX-3.29

                                                                    EXHIBIT 3.29

                    SHOP-RITE, INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

Article 1.   The name of the corporation is: SHOP-RITE, INC.

Article 2.   The period of existence shall be: perpetual.

Article 3.   The purposes shall be: to engage in any lawful activities
             authorized by Chapter 180 of the Wisconsin Statutes.

Article 4.   The number of shares which it shall have authority to issue,
             itemized by classes, par value of shares, shares without par value,
             and series, if any, within a class, is:



                              Series                             Par value per share or statement
                Class        (if any)      Number of Shares      that shares are without par value
                -----        --------      ----------------      --------------------------------
                                                        
                Common         None              2,500                        No Par Value


Article 5.   The preferences, limitations, designation, and relative rights of
             each class or series of stock are:  None.

Article 6.   Address of registered office is:  23000 Roundy Drive, Pewaukee,
             Wisconsin 53072.

Article 7.   Name of registered agent at such address is:  Edward G. Kitz.

Article      8. The number of directors constituting the board of directors
             shall be fixed by by-law but shall not be less than three.

Article 9.   (omitted in original Articles)

Article 10.  Shareholders shall have no pre-emptive rights.

Article 11.  These articles may be amended in the manner authorized by law at
             the time of amendment.

Article 12.  The name and address of incorporator (or incorporators) are: Karen
             Fee, 110 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.

EX-3.30

                                                                    EXHIBIT 3.30

                               AMENDED & RESTATED
                                     BYLAWS

                                       OF

                                 SHOP-RITE, INC.
                            (a Wisconsin corporation)

                               VARIABLE REFERENCES

         0.01.    Date of annual shareholders' meeting (See Section 2.01):

                        8:30 a.m.       1st        April      Friday
                     -------------- ----------- ----------  ----------
                          (Hour)       (Week)     (Month)     (Day)

*

         0.02.    Required notice of shareholders' meeting (See Section 2.04):
                  not less than 14 days.

         0.03.    Authorized number of directors (See Section 3.01):  Two (2)

*

         0.04.    Required notice of directors' meetings (See Section 3.05):

                  (a)   not less than 72 hours if by mail, and

                  (b)   not less than 24 hours if by telegram or personal
                        delivery.

*

         0.05.    Authorized number of Vice Presidents (See Section 4.01):  Up
                  to two (2).

*

         0.06.    The fiscal year of the corporation shall begin on:  January 1
                  (See Section 9.01)

*

* These spaces are reserved for official notation of future amendments to these
sections.

                                                                    Page 1 of 19



                               ARTICLE I - OFFICES

         1.01. Principal and Business Offices. The corporation may have such
principal and other business offices, either within or without the State of
Wisconsin, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

         1.02. Registered Office. The registered office of the corporation
required by the Wisconsin Business Corporation Law to be maintained in the State
of Wisconsin may be, but need not be, identical with the principal office in the
State of Wisconsin, and the address of the registered office may be changed from
time to time by the Board of Directors. The business office of the registered
agent of the corporation shall be identical to such registered office.

                            ARTICLE II - SHAREHOLDERS

         2.01. Annual Meeting. The annual meeting of the shareholders shall be
held at the date and hour in each year set forth in Section 0.01, or at such
other time and date within thirty days before or after said date as may be fixed
by or under the authority of the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Wisconsin, such meeting shall be held on the next succeeding business
day. If the election of directors shall not be held on the day designated
herein, or fixed as herein provided, for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders as soon thereafter as
conveniently may be.

         2.02. Special Meeting. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or the Board of Directors or by the person designated in the
written request of the holders of not less than one-tenth of all shares of the
corporation entitled to vote at the meeting.

         2.03. Place of Meeting. The Board of Directors may designate any place,
either within or without the State of Wisconsin, as the place of meeting for any
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Wisconsin, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
business office of the corporation in the State of Wisconsin or such other
suitable place in the county of such principal office as may be designated by
the person calling such meeting, but any meeting may be adjourned to reconvene
at any place designated by vote of a majority of the shares represented thereat.

         2.04. Notice of Meeting. Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than the number of days
set forth in Section 0.02 (unless a longer period is required by law or the
articles of incorporation) nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or other officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock record
books of the corporation, with postage thereon prepaid.

         Whenever any notice is required to be given to any shareholder to whom
communication is made unlawful by any law of the United States, whenever
enacted, or by any rule, regulation, proclamation or executive order issued
under any such law, the giving of such notice to such shareholder shall not be

                                                                    Page 2 of 19



required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such shareholder.

         2.05. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the close of business on the date on which notice of the
meeting is mailed or on the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall be applied to any adjournment
thereof except where the determination has been made through the closing of the
stock transfer books and the stated period of closing has expired.

         2.06. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, with the address of and the number of
shares held by each, which list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders. Failure to comply with the requirements of this section
shall not affect the validity of any action taken at such meeting.

         2.07. Quorum. Except as otherwise provided in the articles of
incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum
is present, the affirmative vote of the majority of the shares represented at
the meeting and entitled to vote on the subject matter shall be the act of the
shareholders unless the vote of a greater number or voting by classes is
required by law or the articles of incorporation. Though less than a quorum of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.

         2.08. Conduct of Meetings. The President, or in his absence, the
Executive Vice President, if there be one and he is present, or in their
absence, a Vice President in the order provided under Section 4.08, and in their
absence, any person chosen by the shareholders present shall call the meeting of
the shareholders to order and shall act as chairman of the meeting, and the
Secretary of the corporation shall act as secretary of all meetings of the
shareholders, but, in the absence of the Secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.

         2.09. Proxies. At all meetings of shareholders, a shareholder entitled
to vote may vote in person or by proxy appointed in writing by the shareholder
or by his duly authorized attorney in fact.

                                                                    Page 3 of 19



Such proxy shall be filed with the Secretary of the corporation before or at the
time of the meeting. Unless otherwise provided in the proxy, a proxy may be
revoked at any time before it is voted, either by written notice filed with the
Secretary or the acting secretary of the meeting or by oral notice given by the
shareholder to the presiding officer during the meeting. The presence of a
shareholder who has filed his proxy shall not of itself constitute a revocation.
No proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy. The Board of Directors shall have the
power and authority to make rules establishing presumptions as to the validity
and sufficiency of proxies.

         2.10. Voting of Shares. Each outstanding share shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders, except
to the extent that the voting rights of the shares of any class or classes are
enlarged, limited or denied by the articles of incorporation.

         2.11. Voting of Shares by Certain Holders.

               (a)   Other Corporations. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the president of such
corporation or any other officer appointed by such president. A proxy executed
by any principal officer of such other corporation or assistant thereto shall be
conclusive evidence of the signer's authority to act, in the absence of express
notice to this corporation, given in writing to the Secretary of this
corporation, of the designation of some other person by the board of directors
or the bylaws of such other corporation.

               (b)   Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy, receiver,
or assignee for creditors may be voted by him, either in person or by proxy,
without a transfer of such shares into his name, provided that there is filed
with the Secretary before or at the time of meeting proper evidence of his
incumbency and the number of shares held. Shares standing in the name of a
fiduciary may be voted by him, either in person or by proxy. A proxy executed by
a fiduciary, shall be conclusive evidence of the signer's authority to act, in
the absence of express notice to this corporation, given in writing to the
Secretary of this corporation, that such manner of voting is expressly
prohibited or otherwise directed by the document creating the fiduciary
relationship.

               (c)   Pledgees. A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.

               (d)   Treasury Stock and Subsidiaries. Neither treasury shares,
nor shares held by another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation is held by this
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares entitled to vote, but shares of its own issue held
by this corporation in a fiduciary capacity, or held by such other corporation
in a fiduciary capacity, may be voted and shall be counted in determining the
total number of outstanding shares entitled to vote.

               (e)   Minors. Shares held by a minor may be voted by such minor
in person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the corporation has
received written notice or has actual knowledge that such shareholder is a
minor.

               (f)   Incompetents and Spendthrifts. Shares held by an
incompetent or spendthrift may be voted by such incompetent or spendthrift in
person or by proxy and no such vote shall be subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the corporation has actual

                                                                    Page 4 of 19



knowledge that such shareholder has been adjudicated an incompetent or
spendthrift or actual knowledge of filing of judicial proceedings for
appointment of a guardian.

               (g)   Joint Tenants. Shares registered in the names of two or
more individuals who are named in the registration as joint tenants may be voted
in person or by proxy signed by any one or more of such individuals if either
(i) no other such individual or his legal representative is present and claims
the right to participate in the voting of such shares or prior to the vote files
with the Secretary of the corporation a contrary written voting authorization or
direction or written denial of authority of the individual present or signing
the proxy proposed to be voted or (ii) all such other individuals are deceased
and the Secretary of the corporation has no actual knowledge that the survivor
has been adjudicated not to be the successor to the interests of those deceased.

         2.12. Waiver of Notice by Shareholders. Whenever any notice whatever is
required to be given to any shareholder of the corporation under the articles of
incorporation or bylaws or any provision of law, a waiver thereof in writing,
signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice; provided that such waiver in respect to any matter of which notice
is required under any provision of the Wisconsin Business Corporation Law, shall
contain the same information as would have been required to be included in such
notice, except the time and place of meeting.

         2.13. Unanimous Consent without Meeting. Any action required or
permitted by the articles of incorporation or bylaws or any provision of law to
be taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

                        ARTICLE III - BOARD OF DIRECTORS

         3.01. General Powers and Number. The business and affairs of the
corporation shall be managed by its Board of Directors. The number of directors
of the corporation shall be as set forth in Section 0.03.

         3.02. Tenure and Qualifications. Each director shall hold office until
the next annual meeting of shareholders and until his successor shall have been
elected, or until his prior death, resignation or removal. A director may be
removed from office by affirmative vote of a majority of the outstanding shares
entitled to vote for the election of such director, taken at a meeting of
shareholders called for that purpose. A director may resign at any time by
filing his written resignation with the Secretary of the corporation. Directors
need not be residents of the State of Wisconsin or shareholders of the
corporation.

         3.03. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after the annual
meeting of shareholders, and each adjourned session thereof. The place of such
regular meeting shall be the same as the place of the meeting of shareholders
which precedes it, or such other suitable place as may be announced at such
meeting of shareholders. The Board of Directors may provide, by resolution, the
time and place, either within or without the State of Wisconsin, for the holding
of additional regular meetings without other notice than such resolution.

         3.04. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President, Secretary or any two directors.
The President or Secretary calling any special meeting of the Board of Directors
may fix any place, either within or without the State of Wisconsin, as the place
for holding any special meeting of the Board of Directors called by them, and if
no other place

                                                                    Page 5 of 19



is fixed the place of meeting shall be the principal business office of the
corporation in the State of Wisconsin.

     3.05.  Notice; Waiver. Notice of each meeting of the Board of Directors
(unless otherwise provided in or pursuant to Section 3.03) shall be given by
written notice delivered personally or mailed or given by telegram to each
director at his business address or at such other address as such director shall
have designated in writing filed with the Secretary, in each case not less than
that number of hours prior thereto as set forth in Section 0.04. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Whenever any notice whatever is required to be given to any
director of the corporation under the articles of incorporation or bylaws or any
provision of law, a waiver thereof in writing, signed at any time, whether
before or after the time of meeting, by the director entitled to such notice,
shall be deemed equivalent to the giving of such notice. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting and objects thereat to the transaction
of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

     3.06.  Quorum. Except as otherwise provided by law or by the articles of
incorporation or these bylaws, a majority of the number of directors set forth
in Section 0.03 shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but a majority of the directors present
(though less than such quorum) may adjourn the meeting from time to time without
further notice.

     3.07.  Manner of Acting. The act of the majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by law or by the
articles of incorporation or these bylaws.

     3.08.  Conduct of Meetings. The Chairman of the Board, if there be one and
he is present, or the President, and in his absence the Executive Vice
President, or in his absence a Vice President in the order provided under
Section 4.08, and in their absence, any director chosen by the directors
present, shall call meetings of the Board of Directors to order and shall act as
chairman of the meeting. The Secretary of the corporation shall act as secretary
of all meetings of the Board of Directors, but in the absence of the Secretary,
the presiding officer may appoint any Assistant Secretary or any director or
other person present to act as secretary of the meeting.

     3.09.  Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the directors then in office, though less than a quorum of the Board
of Directors; provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the shareholders shall have the right to
fill such vacancy at the same meeting or any adjournment thereof.

     3.10.  Compensation. The Board of Directors, by affirmative Note of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee. The Board of
Directors also shall have authority to provide for or to delegate authority to
an appropriate committee to provide for reasonable pensions, disability or death
benefits, and other benefits or payments, to directors, officers and employees
and to their estates, families, dependents or beneficiaries on account of prior
services rendered by such directors, officers and employees to the corporation.

                                                                    Page 6 of 19



     3.11.  Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors or a committee thereof of which he is a
member at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

     3.12.  Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the number of directors set forth in Section
0.03 may designate one or more committees, each committee to consist of three or
more directors elected by the Board of Directors, which to the extent provided
in said resolution as initially adopted, and as thereafter supplemented or
amended by further resolution adopted by a like vote, shall have and may
exercise, when the Board of Directors is not in session, the powers of the Board
of Directors in the management of the business and affairs of the corporation,
except action in respect to dividends to shareholders, election of the principal
officers or the filling of vacancies in the Board of Directors or committees
created pursuant to this section.

     3.13.  Unanimous Consent without Meeting. Any action required or permitted
by the articles of incorporation or bylaws or any provision of law to be taken
by the Board of Directors or Committee thereof at a meeting or by resolution may
be taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors or members of the committee then
in office.

                              ARTICLE IV - OFFICERS

     4.01.  Number. The principal officers of the corporation shall be a
President, the number of Vice Presidents as set forth in Section 0.05, a
Secretary, and a Treasurer, each of whom shall be elected by the Board of
Directors. The election of a larger number of Vice Presidents shall of itself
constitute an amendment of the number of Vice Presidents provided in the
foregoing sentence. The Board of Directors may designate one of the Vice
Presidents as the Executive Vice President. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board of
Directors. Any two or more offices may be held by the same person, except the
offices of President and Secretary and the offices of President and Vice
President.

     4.02.  Election and Term of Office. The officers of the corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be. Each officer shall hold office until his successor shall have been duly
elected or until his prior death, resignation or removal.

     4.03.  Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgement the best interests of the corporation will
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.

     4.04.  Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise, shall be filled by the
Board of Directors for the unexpired portion of the term.

     4.05.  Chairman of the Board. The Board of Directors may elect one of its
members the Chairman of the Board. The Chairman of the Board shall preside at
all meetings of the shareholders and

                                                                    Page 7 of 19



directors at which he is present. He shall be ex officio a member of all
standing committees and shall be Chairman of such committees as is determined by
the Board of Directors. He shall have such other powers and duties as may from
time to time be prescribed by the bylaws or by resolution of the Board of
Directors.

     4.06.  President. The President shall be the principal executive officer of
the corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
corporation. He shall have authority, subject to such rules as may be prescribed
by the Board of Directors, to appoint such agents and employees of the
corporation as he shall deem necessary, to prescribe their powers, duties and
compensation, and to delegate authority to them. Such agents and employees shall
hold office at the discretion of the President. He shall have authority to sign,
execute and acknowledge, on behalf of the corporation, all deeds, mortgages,
bonds, stock certificates, contracts, leases, reports and all other documents or
instruments necessary or proper to be executed in the course of the
corporation's regular business, or which shall be authorized by resolution of
the Board of Directors; and, except as otherwise provided by law or the Board of
Directors, he may authorize any Vice President or other officer or agent of the
corporation to sign, execute and acknowledge such documents or instruments in
his place and stead. In general he shall perform all duties incident to the
office of President and such other duties as may be prescribed by the Board of
Directors from time to time.

     4.07.  The Executive Vice President. The Executive Vice President, if one
be designated, shall assist the President in the discharge of supervisory,
managerial and executive duties and functions. In the absence of the President
or in the event of his death, inability or refusal to act, the Executive Vice
President shall perform the duties of the President and when so acting shall
have all the powers and duties of the President. He shall perform such other
duties as from time to time may be assigned to him by the Board of Directors or
the President.

     4.08.  The Vice Presidents. In the absence of the President and the
Executive Vice President or in the event of their death, inability or refusal to
act, or in the event for any reason it shall be impracticable for them to act
personally, the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated by the Board of
Directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or Assistant
Secretary, certificates for shares of the corporation; and shall perform such
other duties and have such authority as from time to time may be delegated or
assigned to him by the President or by the Board of Directors. The execution of
any instrument of the corporation by any Vice President shall be conclusive
evidence, as to third parties, of his authority to act in the stead of the
President. Vice Presidents may be designated as the Vice President of a
specified division, department or portion of the corporation's business.

     4.09.  The Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep or arrange for
the keeping of a register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (e) sign with the
President, or a Vice President, certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; and (g) in general perform all duties incident to the office of
Secretary and have such other duties and exercise such authority as from time to
time may be delegated or assigned to him by the President or by the Board of
Directors.

                                                                    Page 8 of 19



     4.10.  The Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Section 5.04; and (c) in general perform all of the
duties incident to the office of Treasurer and have such other duties and
exercise such other authority ,as from time to time may be delegated or assigned
to him by the President or by the Board of Directors. If required by the Board
of Directors, the Treasurer shall give a bond for the faithful discharge of his
duties in such sum and with such surety or sureties as the Board of Directors
shall determine.

     4.11.  Assistant Secretaries and Assistant Treasurers. There shall be such
number of Assistant Secretaries and Assistant Treasurers as the Board of
Directors may from time to time authorize. The Assistant Secretaries may sign
with the President or a Vice President certificates for shares of the
corporation the issuance of which shall have been authorized by a resolution of
the Board of Directors. The Assistant Treasurers shall respectively, if required
by the Board of Directors, give bonds for the faithful discharge of their duties
in such sums and with such sureties as the Board of Directors shall determine.
The Assistant Secretaries and Assistant Treasurers, in general, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors.

     4.12.  Other Assistants and Acting Officers. The Board of Directors shall
have the power to appoint any person to act as assistant to any officer, or as
agent for the corporation in his stead, or to perform the duties of such officer
whenever for any reason it is impracticable for such officer to act personally,
and such assistant or acting officer or other agent so appointed by the Board of
Directors shall have the power to perform all the duties of the office to which
he is so appointed to be assistant, or as to which he is so appointed to act,
except as such power may be otherwise defined or restricted by the Board of
Directors.

     4.13.  Salaries. The salaries of the principal officers shall be fixed from
time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.

                    ARTICLE V - CONTRACTS, LOANS, CHECKS AND
                        DEPOSITS; SPECIAL CORPORATE ACTS

     5.01.  Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages and instruments of assignment or
pledge made by the corporation shall be executed in the name of the corporation
by the President or one of the Vice Presidents and by the Secretary, an
Assistant Secretary, the Treasurer or an Assistant Treasurer; the Secretary or
an Assistant Secretary, when necessary or required, shall affix the corporate
seal thereto; and when so executed no other party to such instrument or any
third party shall be required to make any inquiry into the authority of the
signing officer or officers.

     5.02.  Loans. No indebtedness for borrowed money shall be contracted on
behalf of the corporation and no evidences of such indebtedness shall be issued
in its name unless authorized by or under the authority of a resolution of the
Board of Directors. Such authorization may be general or confined to specific
instances.

                                                                    Page 9 of 19



     5.03.  Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.

     5.04.  Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as may be selected by or under the
authority of a resolution of the Board of Directors.

     5.05.  Voting of Securities owned by this Corporation. Subject always to
the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation if he be present, or in his
absence by the Executive Vice President if there be one and he is present, or in
his absence by any Vice President of this corporation who may be present, and
(b) whenever, in the judgement of the President, or in his absence, the
Executive Vice President if there be one, or in his absence any Vice President,
it is desirable for this corporation to execute a proxy or written consent in
respect to any shares or other securities issued by any other corporation and
owned by this corporation, such proxy or consent shall be executed in the name
of this corporation by the President, the Executive Vice President, or one of
the Vice Presidents of this corporation, without necessity of any authorization
by the Board of Directors, affixation of corporate seal or countersignature or
attestation by another officer. Any person or persons designated in the manner
above stated as the proxy or proxies of this corporation shall have full right,
power and authority to vote the shares or other securities issued by such other
corporation and owned by this corporation the same as such shares or other
securities might be voted by this corporation.

     5.06.  Contracts Between Corporation and Related Persons. Any contract or
other transaction between the corporation and one or more of its directors, or
between the corporation and any firm of which one or more of its directors are
members or employees, or in which he or they are interested, or between the
corporation and any corporation or association of which one or more of its
directors are shareholders, members, directors, officers or employees, or in
which he or they are interested, shall be valid for all purposes,
notwithstanding the presence of such director or directors at the meeting of the
Board of Directors of the corporation which acts upon, or in reference to, such
contract or transaction, and notwithstanding his or their participation in such
action, if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve and
ratify such contract or transaction by a vote of a majority of the directors
present, such interested director or directors to be counted in determining
whether a quorum is present, but not to be counted as voting upon the matter or
in calculating the majority of such quorum necessary to carry such vote. This
section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.

             ARTICLE VI - CERTIFICATE FOR SHARES AND THEIR TRANSFER

     6.01.  Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the President,
the Executive Vice President, or a Vice President and by the Secretary or an
Assistant Secretary. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except as provided
in Section 6.06.

                                                                   Page 10 of 19



     6.02.  Facsimile Signatures and Seal. The seal of the corporation on any
certificates for shares may be a facsimile. The signatures of the officers upon
a certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation itself
or an employee of the corporation.

     6.03.  Signature by Former Officers. In case any officer, who has signed or
whose facsimile signature has been placed upon any certificate for shares, shall
have ceased to be such officer before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such officer at the
date of its issue.

     6.04.  Transfer of Shares. Prior to due presentment of a certificate for
shares for registration of transfer the corporation may treat the registered
owner of such shares as the person exclusively entitled to vote, to receive
notifications and otherwise to exercise all the rights and power of an owner.
Where a certificate for shares is presented to the corporation with a request to
register for transfer, the corporation shall not be liable to the owner or any
other person suffering loss as a result of such registration of transfer if (a)
there were on or with the certificate the necessary endorsements, and (b) the
corporation had no duty to inquire into adverse claims or has discharged any
such duty. The corporation may require reasonable assurance that said
endorsements are genuine and effective and compliance with such other
regulations as may be prescribed under the authority of the Board of Directors.

     6.05.  Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.

     6.06.  Lost, Destroyed or Stolen Certificates. Where the owner claims that
his certificate for shares has been lost, destroyed or wrongfully taken, a new
certificate shall be issued in place thereof if the owner (a) so requests before
the corporation has notice that such shares have been acquired by a bona fide
purchaser, and (b) files with the corporation a sufficient indemnity bond, and
(c) satisfies such other reasonable requirements as the Board of Directors may
prescribe.

     6.07.  Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation. When payment of the consideration for which shares are to be issued
shall have been received by the corporation, such shares shall be deemed to be
fully paid and nonassessable by the corporation. No certificate shall be issued
for any share until such share is fully paid.

     6.08.  Stock Regulations. The Board of Directors shall have the power and
authority to make all such further rules and regulations not inconsistent with
the statutes of the State of Wisconsin as it may deem expedient concerning the
issue, transfer and registration of certificates representing shares of the
corporation.

                               ARTICLE VII - SEAL

     7.01.  The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal."

                                                                   Page 11 of 19



                            ARTICLE VIII - AMENDMENTS

     8.01.  By Shareholders. These bylaws may be altered, amended or repealed
and new bylaws may be adopted by the shareholders by affirmative vote of not
less than a majority of the shares present or represented at any annual or
special meeting of the shareholders at which a quorum is in attendance.

     8.02.  By Directors. These bylaws may also be altered, amended or repealed
and new bylaws may be adopted by the Board of Directors by affirmative vote of a
majority of the number of directors present at any meeting at which a quorum is
in attendance; but no bylaw adopted by the shareholders shall be amended or
repealed by the Board of Directors if the bylaw so adopted so provides.

     8.03.  Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
bylaws then in effect but is taken or authorized by affirmative vote of not less
than the number of shares or the number of directors required to amend the
bylaws so that the bylaws would be consistent with such action, shall be given
the same effect as though the bylaws had been temporarily amended or suspended
so far, but only so far, as is necessary to permit the specific action so taken
or authorized.

                            ARTICLE IX - FISCAL YEAR

     9.01.  The fiscal year of the corporation shall begin on the date set forth
in Section 0.06.

                ARTICLE X - OFFICERS AND DIRECTORS LIABILITY AND
                    INDEMNITY; TRANSACTIONS WITH CORPORATION

     10.01. Definitions Applicable to Article X.

            (a)  "Applicable Corporate Law" shall mean those statutes comprising
the general corporation law of the jurisdiction in which the Corporation is
incorporated, as amended from time to time.

            (b)  "Breach of Duty" shall mean conduct of a Director or Officer
constituting any one or more of the following:

                 (1)  A willful failure to deal fairly with the Corporation or
its stockholders in connection with a matter in which the Director or Officer
has a material conflict of interest.

                 (2)  A violation of criminal law, unless the Director or
Officer had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

                 (3)  A transaction from which the Director or Officer derived
an improper personal profit.

                 (4)  Willful misconduct.

                 (5)  With respect to any matter or decision being considered by
the Board of Directors or any other officer, such Director or Officer
intentionally or recklessly;

                      (i)  makes any untrue statement or disclosure to the Board
or other Officer of known material information; or

                                                                   Page 12 of 19



                      (ii)  omits to state or otherwise disclose to the Board or
other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or

                      (iii) omits to state or otherwise disclose to the Board or
other Officer known material information which is (or reasonably should be)
known to the Director or Officer to be relevant to the matter or decision under
consideration, regardless of whether or not such information is specifically
requested by the Board or other Officer.

            (c)  "Claim" means any threatened or asserted claim or cause of
action involving actual or potential liability of a Director or Officer arising
from any act or omission of such person alleged or determined to have been
negligent, grossly negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or regulation thereunder)
or the Employee Retirement Income Security Act of 1974 or any other foreign,
federal, state or local law, rule or regulation which is asserted or brought by
or in the right of the Corporation or by any governmental authority or any other
person or entity.

            (d)  "Director or Officer" means any of the following:

                 (1)  A natural person who is or was: (i) a director (elected or
appointed by the stockholders or Board of Directors); or (ii) an officer
(elected or appointed by the Board of Directors) of the Corporation; or (iii) a
Trustee.

                 (2)  A natural person who, while such a director or officer of
the Corporation, is or was serving either pursuant to the Corporation's specific
request or as a result of the nature of such person's duties to the Corporation
as a director, officer, partner, trustee, member of any governing or decision
making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.

                 (3)  A natural person who, while such a director or officer of
the Corporation, is or was serving an employee benefit plan because his or her
duties to the Corporation also impose duties on, or otherwise involve services
by, the person to the plan or to participants in or beneficiaries of the plan.

                 (4)  Unless the context requires otherwise, the estate or
personal representative of any such director, officer or Trustee.

This term is not intended to include any person who holds a position of title of
Vice President or other apparent office without formal election or appointment
by the Board of Directors.

            (e)  "Disinterested Majority" shall mean a majority of the Board of
Directors of the Corporation who are not Parties to the subject Proceeding or
any related Proceeding.

            (f)  "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

            (g)  "Liability" includes the obligation to pay any sums or perform
any acts pursuant to a settlement, penalty, assessment, forfeiture, fine, or
judgment, including (without limitation) any excise tax assessed with respect to
any employee benefit plan, punitive damages, costs, and expenses.

                                                                   Page 13 of 19



            (h)  "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

            (i)  "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit, arbitration or other
proceeding of any kind, whether formal or informal, in which a Claim is or may
be asserted against a Director or Officer or in which the Director or Officer is
a witness.

     10.02  Director and Officer Liability Limitations.

            (a)  No Director or Officer shall be liable to the Corporation, its
shareholders or any person asserting rights on behalf of the Corporation or its
shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or other tortious or otherwise culpable conduct, unless
the person asserting liability proves that the breach or failure to perform
constitutes a Breach of Duty or conduct for which the Director is liable under
Section 180.0828 of the Wisconsin Business Corporation Law. In addition to and
not in limitation of the foregoing, no Director or Officer shall have any
liability for acts or omissions constituting business judgment within the
business judgment rule.

            (b)  The provisions of this Section 10.02 shall not be exclusive of
any other defenses such a Director or Officer may have with respect to any Claim
asserting a Liability.

            (c)  The Board of Directors (by majority vote or consent) may grant
similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.

     10.03  Mandatory Indemnification.

            (a)  Indemnification for Expenses. The Corporation shall indemnify a
Director or Officer for all Expenses incurred (i) in the successful defense of
any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as a nonParty
witness in any Proceeding.

            (b)  Indemnification for Liability and Expenses. The Corporation
shall indemnify a Director or Officer for all Liability and Expenses with
respect to any Claim against such person in a Proceeding to which such person
was a Party because he or she is or was a Director or Officer, unless such
Liability and Expenses were incurred because the Director or Officer is
determined to have engaged in conduct constituting a Breach of Duty.

            (c)  Indemnification Exclusion for Collateral Sources.
Notwithstanding the foregoing provision of this Section 10.03, indemnification
shall not be required for any Liability or Expenses to the extent the same have
been paid or are covered under any collectible insurance policy or are otherwise
paid or reimbursed by any third party under a legal or contractual obligation to
do so.

            (d)  Reliance on Applicable Corporation Law or Bylaw. Without
intending to limit the generality of the indemnification rights provided under
subsections 10.03(a) and (b) above, the Corporation shall indemnify a Director
or Officer for all Liability and Expenses with respect to any Claim against such
person in a Proceeding which is based, in whole or in part, on such person's
reliance on the validity of any provision of the Applicable Corporation Law or
these Bylaws, even though it is thereafter determined that such provision was
invalid or otherwise could not have justifiably been relied upon.

                                                                   Page 14 of 19



     10.04  Procedural Requirements for Determination That Indemnification is
Proper.

            (a)  Written Request for Indemnification. A Director or Officer who
seeks indemnification shall make a written request therefor to the Corporation,
selecting a means for determining his or her right to indemnification as
provided under subsection 10.04(b) hereof.

            (b)  Determination of Indemnification. Within 60 days of receipt by
the Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:

                 (1)  by majority vote of a Disinterested Majority if so
designated by the Director or Officer seeking indemnification. If a
Disinterested Majority cannot be obtained, the Director or Officer may designate
that such determination be made by a majority vote of a committee duly appointed
by the Board of Directors and consisting solely of two or more directors not at
the time Parties to the same or related Proceedings. Directors who are Parties
to the same or related Proceedings may participate in the designation of members
of the committee;

                 (2)  by independent legal counsel if so designated by the
Director or Officer; provided that such counsel shall be mutually selected by
such Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;

                 (3)  by a panel of three arbitrators if so designated by the
Director or Officer, which shall be selected from the panel of arbitrators of
the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or

                 (4)  by a court if so designated by the Director or Officer,
pursuant to and in accordance with the Applicable Corporation Law.

The results and basis of the determination made hereunder shall be submitted in
writing to the Corporation and the Director or Officer (the "Indemnity
Decision").

            (c)  No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.

            (d)  Payment of Liabilities and Expenses; Waiver of Claims.

                 (1)  If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 10.05), within 10 days of receipt of the

                                                                   Page 15 of 19



Indemnity Decision, provided, that if it is determined that a Director or
Officer is entitled to indemnification against Liabilities and Expenses incurred
in connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:

     If the Director or Officer sustains Liability for equal dollar amounts to a
     given party or person under two or more Claims arising from the same
     general conduct, transaction or series of events (even though divisible for
     purposes of establishing Liability), one of which would require
     indemnification and the other of which would not, it shall be conclusively
     presumed that the Liability and all Expenses related thereto were sustained
     and incurred solely with respect to the Claim for which indemnification is
     required; and if the Director or Officer sustains Liability and Expenses
     for different dollar amounts to a given party or person under two or more
     Claims arising from the same general conduct, transaction or series of
     events (even though divisible for purposes of establishing Liability), one
     of which would require indemnification and the other of which would not, it
     shall be conclusively presumed that the Liability for which indemnification
     is required is the sole Liability up to the dollar amount thereof (the
     "covered Liability") and the Liability for which indemnification is not
     required (the "NonCovered Liability") is reduced by the amount of the
     Covered Liability (resulting in a "Net NonCovered Liability") and the
     Expenses shall be apportioned on the basis of the respective amounts of the
     Covered Liability and the Net NonCovered Liability such that the Director
     or Officer shall be entitled to indemnification for the Covered Liability
     and the apportioned Expenses attributable to such Covered Liability. The
     foregoing shall apply regardless of whether the Claim for the NonCovered
     Liability and the resulting Expenses in defense thereof occurs prior to or
     following assertion of the Claim for the Covered Liability and regardless
     of the actual time, effort and Expenses involved in defense of the
     respective Claims.

                 (2)  The Corporation waives all right and claims against each
Director and Officer for indemnification which may other wise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

            (e)  Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.

     10.05  Advancement of Expenses.

            (a) Procedure. Upon written request by a Director or Officer who is
a non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in conduct constituting a Breach of Duty;
(ii) an executed written undertaking by the Director or Officer to repay any
advances made under this Section if it is ultimately determined that the
Director or Officer is not entitled to be indemnified by the Corporation; and
(iii) written evidence of the Expenses incurred.

            (b) Ability to Repay; Undertaking to be Unsecured. The undertaking
provided in this Section shall be accepted by the Corporation without reference
to the Directors' or Officers' ability to

                                                                   Page 16 of 19



repay the allowance. The undertaking shall be unsecured and the Director or
Officer shall not be required to pay interest on such amounts prior to a final
determination that repayment is required.

     10.06  Right of Director or Officer to Bring Suit. If an Indemnity Decision
is not issued within the time specified or such Indemnity Decision finds that
the Director or Officer is not entitled to indemnification or the Corporation
fails to make prompt payment pursuant to an Indemnity Decision, or a request for
an advancement of Expenses under Section 10.05 is refused, the Director or
Officer may at any time thereafter bring suit against the Corporation to recover
the unpaid Liability and/or Expense. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement or
Expenses pursuant to the terms of an undertaking, the Director or Officer shall
be entitled to recover the expense of successfully prosecuting or defending such
suit. If the Director or Officer engaged in conduct constituting a Breach of
Duty, such fact: (i) shall be a defense to any claim for indemnification against
the Corporation (except for advancement of Expenses prior to completion of a
Proceeding); and (ii) shall entitle the Corporation to recover all Expenses
advanced prior to completion of the Proceeding pursuant to the terms of the
undertaking once such fact has been established or admitted by the Director or
Officer.

     An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

     10.07  Permissible Considerations. A Director or Officer, in the discharge
of his or her duties to the Corporation and in making any decision or performing
any other act in such capacity, is not limited to considering only the economic
interests of shareholders in determining what is best for the Corporation, but
may also consider the following: (a) the effects of the action on employees,
suppliers and customers of the Corporation; (b) effects on the community in
which the Corporation operates; and (c) any other factors the Director or
Officer considers pertinent.

     10.08  Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and competent as to the matters presented or as to which
the Director or Officer has no compelling reason to believe is not reliable or
competent; (b) legal counsel, public accountants or other persons as to matters
the Director or Officer believes in good faith are within the person's
professional or expert competence; and (c) information presented to the Board of
Directors by any person, officer, employee or committee of the Board where it is
believed in good faith the report merits confidence or where the Director or
Officer has no compelling reason to believe it does not merit confidence.

     10.09  Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer against any Liability
asserted against or incurred by the individual in any such capacity or arising
out of his status as such, regardless of whether the Corporation is required or
authorized to indemnify such person for Liability or Expenses under this
Article.

                                                                   Page 17 of 19



     10.10  Severability and Intent. If any provision of this Article shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.

     10.11  Notice to the Corporation. A Director or Officer shall promptly
notify the Corporation in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.

     10.12  Indemnification and Allowance of Expenses of Certain Others.

            (a)  Employee of Authorized Agent. The Board of Directors may, in
its sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.

            (b)  Indemnity Agreements. The Board of Directors, by majority vote
or consent, may authorize the Corporation to enter written indemnity agreements
with: (i) any Director or Officer of the Corporation, which may further expand
the indemnification rights provided under these Bylaws or the Applicable
Corporation Law; and (ii) any employee or agent of the Corporation, which may
extend to such person the same, greater or lesser rights of indemnification and
reliance as those afforded to Directors and Officers under this Article.

     10.13  Amendment. This Article may only be altered, amended or repealed by
a vote of not less than two thirds of the Corporation's outstanding Class A
common stock entitled to vote, provided, however, that the Board of Directors
may alter or amend this Article without such stockholder approval if any such
alteration or amendment is (a) made in order to conform to any amendment or
revision of the Applicable Corporation Law, which (i) expands or permits the
expansion of a Director's or Officer's right to indemnification thereunder; (11)
limits or eliminates, or permits the limitation or elimination of, the liability
of a Director or Officer; or (iii) is otherwise beneficial to the Directors and
Officers or (b) an alteration or amendment which is otherwise deemed by the
Board of Directors to be an immaterial modification. No amendment of this
Article shall terminate, reduce or impair a Director's or Officer's rights to
indemnification for any act, occurrence or event taking place prior to the
effective date of such amendment and delivery of notice thereof to such Director
or Officer, regardless of when any Claim relating thereto is actually asserted.

     10.14  Nonexclusivity of Article X. The rights of a Director or Officer (or
any other person granted under this Article shall not be deemed exclusive of any
other rights to indemnification against Liabilities or allowance of Expenses
which the Director or Officer (or such other person) may be entitled to under
any written agreement, Board of Directors resolution, vote of shareholders of
the Corporation or under the Applicable Corporation Law or otherwise. Nothing
contained in this Article shall be deemed to

                                                                   Page 18 of 19



limit the Corporation's obligations to indemnify against Liabilities or allow
expenses to a Director or Officer under the Applicable Corporation Law.

     10.15  Transactions with the Corporation. The Board of Directors may from
time to time authorize transactions by Officers, Directors and employees with
the Corporation, and may authorize lending money and granting credit of the
Corporation to or for the use of such Officers, Directors and employees,
providing that the Directors who vote for or assent to the making of a loan to
an Officer or Director of the Corporation shall be jointly and severally liable
to the Corporation for the amount of such loan until full repayment thereof,
unless such Directors shall sustain the burden of proof that such loan was made
for a proper business purpose.

     Any contract or other transaction between the Corporation and one or more
of its Directors, or between the Corporation and any firm of which one or more
of its Directors are members or employees, or in which they are interested, or
between the Corporation and any corporation or association of which one or more
of its Directors are shareholders, members, directors, officers, or employees,
or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director(s) at the meeting of the Board of
Directors of the Corporation which acts upon, or in reference to, such contract
or transaction; and notwithstanding his or their participation in such action,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve or
ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted in calculating the majority
of such quorum necessary to carry such vote. This Section shall not be construed
to invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.

                                                                   Page 19 of 19

EX-3.31

                                                                    EXHIBIT 3.31

             SPRING LAKE MERCHANDISE, INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

FIRST:    The name of the corporation is SPRING LAKE MERCHANDISE, INC.

SECOND:   The place in the State of Ohio where the principal office of the
          corporation is to be located is in the City of Van Wert, County of Van
          Wert.

THIRD:    The purpose or purposes for which the corporation is formed are to
          engage in any lawful act or activity for which corporations may be
          formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio
          Revised Code and any amendments heretofore or hereafter made thereto.

FOURTH:   The maximum number of shares which the corporation is authorized to
          have outstanding is seven hundred fifty (750), all of which shall be
          common shares without par value.

FIFTH:    To the extent permitted by law, the corporation may purchase or
          otherwise acquire shares of any class issued by it for such
          considerations and upon such terms and conditions as may be authorized
          by its board of directors, in its discretion, from time to time.

SIXTH:    No holder of shares of the corporation of any class shall be entitled
          as such, as a matter of right, to subscribe for or purchase shares of
          any class, now or hereafter authorized, or to subscribe for or
          purchase securities convertible into or exchangeable for shares of the
          corporation or to which shall be attached or appertain any warrants or
          rights entitling the holder thereof to subscribe for or purchase
          shares, except such rights of subscription or purchase, if any, at
          such considerations and upon such terms and conditions as may be
          authorized by its board of directors, in its discretion, from time to
          time.

SEVENTH:  Notwithstanding any provision in any statute of the State of Ohio, now
          or hereafter in force, requiring for any purpose the vote or consent
          of the holders of shares entitling them to exercise two-thirds or any
          other proportion of the voting power of the corporation or of any
          class or classes of shares thereof, any action may be authorized or
          taken by the vote or consent of the holders of shares entitling them
          to exercise a majority of the voting power of the corporation, or of
          such class or classes of shares thereof, unless the proportion
          designated by such statute cannot be altered by these articles.

EIGHTH:   Every statute in the State of Ohio hereafter enacted, under which
          rights or privileges of shareholders of a corporation organized under
          the law of the State of Ohio are increased, diminished, or any way
          affected, or under which effect is given to any action authorized,
          approved or ratified by less than all the shareholders of any such
          corporation, shall apply to the corporation and shall



          bind every shareholder to the same extent as if such statute had been
          in force at the date of the filing of these articles of incorporation.

                         APPOINTMENT OF STATUTORY AGENT

          CT Corporation System, a corporation authorized to act as a statutory
          agent in the State of Ohio, is the agent upon which any process,
          notice, or demand required or permitted by statute to be served upon
          the corporation may be served. CT Corporation System's complete
          address is 1300 East Ninth Street, Cleveland, Ohio 44114.

                                       2

EX-3.32

                                                                    EXHIBIT 3.32

                               AMENDED & RESTATED

                               CODE OF REGULATIONS

                                       OF

                          SPRING LAKE MERCHANDISE, INC.



                                TABLE OF CONTENTS



ARTICLE 1      Meetings of Shareholders                                                  Page
                                                                                         ----
                                                                                      
      s.1.1    Annual Meeting                                                              1
      s.1.2    Special Meetings                                                            1
      s.1.3    Place of Meetings                                                           1
      s.1.4    Notice of Meetings                                                          1
      s.1.5    Waiver of Notice                                                            1
      s.1.6    Quorum                                                                      2
      s.1.7    Organization                                                                2
      s.1.8    Order of Business                                                           2
      s.1.9    Voting                                                                      2
      s.1.10   Proxies                                                                     2
      s.1.11   Inspectors of Elections                                                     2
      s.1.12   Record Date                                                                 2
      s.1.13   List of Shareholders at Meeting                                             3
      s.1.14   Action in Writing in Lieu of Meeting                                        3

ARTICLE 2      Board of Directors                                                          3

      s.2.1    General Powers of Board                                                     3
      s.2.2    Number of Directors                                                         3
      s.2.3    Compensation and Expenses                                                   3
      s.2.4    Election of Directors                                                       3
      s.2.5    Term of Office                                                              3
      s.2.6    Resignations                                                                3
      s.2.7    Removal of Directors                                                        4
      s.2.8    Vacancies                                                                   4
      s.2.9    Organization of Meetings                                                    4
      s.2.10   Place of Meetings                                                           4
      s.2.11   Regular Meetings                                                            4
      s.2.12   Special Meetings                                                            4
      s.2.13   Notices of Meetings                                                         4
      s.2.14   Notice of Adjournment of Meeting                                            5
      s.2.15   Quorum and Manner of Acting                                                 5
      s.2.16   Order of Business                                                           5
      s.2.17   Action in Writing in Lieu of Meeting                                        5
      s.2.18   Executive and Other Committees                                              5

ARTICLE 3      Officers                                                                    5

      s.3.1    Number and Titles                                                           5
      s.3.2    Election, Terms of Office, Qualifications, and Compensation                 6
      s.3.3    Additional Officers, Agents, Etc.                                           6
      s.3.4    Removal                                                                     6
      s.3.5    Resignations                                                                6
      s.3.6    Vacancies                                                                   6
      s.3.7    Powers, Authority, and Duties of Officers                                   6


                                      -i-





                                                                                                  Page
                                                                                                  ----
                                                                                               
ARTICLE 4       Shares and Their Transfer                                                           7

      s.4.1     Certificates for Shares                                                             7
      s.4.2     Transfer of Shares                                                                  7
      s.4.3     Regulations                                                                         7
      s.4.4     Lost, Destroyed or Stolen Certificates                                              7

ARTICLE 5       Examination of Books by Shareholders                                                8

ARTICLE 6       Indemnification and Insurance                                                       8

      s.6.1     Costs Incurred                                                                      8
      s.6.2     Indemnification Procedure                                                           8
      s.6.3     Advance Payment of Costs                                                            9
      s.6.4     Non-Exclusive                                                                       9
      s.6.5     Insurance                                                                           9
      s.6.6     Survival                                                                            9
      s.6.7     Successors                                                                          9

ARTICLE 7       Seal                                                                                9

ARTICLE 8       Fiscal Year                                                                         9

ARTICLE 9       Control Share Acquisitions                                                          9

ARTICLE 10      Amendment of Regulations                                                            9

ARTICLE 11      Liability and Indemnity                                                            10

ARTICLE 12      Officers and Directors--Liability and Indemnity; Transactions with
                Corporation                                                                        10

      s.12.01   Definitions Applicable to Article 12                                               10
      s.12.02   Director and Officer Liability Limitations                                         12
      s.12.03   Mandatory Indemnification                                                          12
      s.12.04   Procedural Requirements for Determination that Indemnification is Proper           12
      s.12.05   Advancement of Expenses                                                            14
      s.12.06   Right of Director or Officer to Bring Suit                                         14
      s.12.07   Permissible Considerations                                                         15
      s.12.08   Reliance by Directors or Officers                                                  15
      s.12.09   Insurance                                                                          15
      s.12.10   Severability and Intent                                                            15
      s.12.11   Notice to Corporation                                                              16
      s.12.12   Indemnification and Allowance of Expenses of Certain Others                        16
      s.12.13   Amendment                                                                          16
      s.12.14   Nonexclusivity of Article 12                                                       16


                                      -ii-



                               CODE OF REGULATIONS


                                    ARTICLE 1
                            Meetings of Shareholders

     s.1.1 Annual Meeting. The annual meeting of the shareholders, for the
purpose of electing directors and transacting such other business as may come
before the meeting, shall be held on such date and at such time during the last
six months of each fiscal year of the Company as may be fixed by the board of
directors and stated in the notice of the meeting.

     s.1.2 Special Meetings. A special meeting of the shareholders may be
called by the chairman of the board, or the president, or a majority of the
directors acting with or without a meeting, or the holders of shares entitling
them to exercise 25% of the voting power of the Company entitled to be voted at
the meeting. Upon delivery to the chairman, president, or secretary of a request
in writing for a special meeting of the shareholders by any persons entitled to
call such meeting, the officer to whom the request is delivered shall give
notice to the shareholders of such meeting. Any such request shall specify the
purposes and the date and hour for such meeting. The date shall be at least 14
and not more than 65 days after delivery of the request. If such officer does
not call the meeting within five days after any such request, the persons making
the request may call the meeting by giving notice as provided in s.1.4 or by
causing it to be given by their designated representative.

     s.1.3 Place of Meetings. All meetings of shareholders shall be held at
such place or places, within or without the State of Ohio, as may be fixed by
the board of directors or, if not so fixed, as shall be specified in the notice
of the meeting.

     s.1.4 Notice of Meetings. Every shareholder shall furnish the secretary of
the Company with an address at which notices of meetings and all other corporate
notices may be served on or mailed to him. Except as otherwise expressly
required by law, notice of each shareholders' meeting, whether annual or
special, shall, not more than 60 days and at least 7 days before the date
specified for the meeting, be given by the chairman, president, or secretary or,
in case of their refusal or failure to do so, by the person or persons entitled
to call such meeting, to each shareholder entitled to notice of the meeting, by
delivering a written or printed notice to him personally or by mailing the
notice in a postage-prepaid envelope addressed to him at his address furnished
by him as above provided, or, if he shall not have furnished such address, at
his post office address last known to the sender. Except when expressly required
by law, no publication of any notice of a shareholders' meeting shall be
required. If shares are transferred after notice has been given, notice need not
be given to the transferee. A record date may be fixed for determining the
shareholders entitled to notice of any meeting of shareholders, in accordance
with the provisions of s.1.12. Every notice of a shareholders' meeting, besides
stating the time and place of the meeting, shall state briefly the purposes of
the meeting as may be specified by the person or persons requesting or calling
the meeting. Only the business provided for in such notice shall be considered
at the meeting. Notice of the adjournment of a meeting need not be given if the
time and place to which it is adjourned are fixed and announced at the meeting.

     s.1.5 Waiver of Notice. Any shareholder, either before or after any
meeting, may waive any notice required by law, the articles, or these
regulations. Waivers must be in writing and filed with or entered upon the
records of the meeting. Notice of a meeting will be deemed to have been waived
by any shareholder who attends the meeting either in person or by proxy, and who
does not, before or at the commencement of the meeting, protest the lack of
proper notice.

                                      -1-



     s.1.6  Quorum. The holders of shares entitling them to exercise a majority
of the voting power of the Company entitled to vote at a meeting, present in
person or by proxy, shall constitute a quorum for the transaction of business,
except when a greater number is required by law, the articles of incorporation,
or these regulations. In the absence of a quorum at any meeting or any
adjournment of the meeting, the holders of shares entitling them to exercise a
majority of the voting power of the shareholders present in person or by proxy
and entitled to vote may adjourn the meeting from time to time. At any adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting as originally called.

     s.1.7  Organization. At each shareholders' meeting the chairman of the
board, or, in his absence, the president, or, in the absence of both of them, a
chairman chosen by the holders of shares entitling them to exercise a majority
of the voting power of the shareholders present in person or by proxy and
entitled to vote, shall act as chairman, and the secretary of the Company, or,
in his absence, any assistant secretary, or, in the absence of all of them, any
person whom the chairman of the meeting appoints, shall act as secretary of the
meeting.

     s.1.8  Order of Business. The order of business at each meeting of the
shareholders shall be fixed by the chairman of the meeting at the beginning of
the meeting but not changed by the vote of the holders of shares entitling them
to exercise a majority of the voting power of the shareholders present in person
or by proxy and entitled to vote.

     s.1.9  Voting. Each holder of a share or shares of the class or classes
entitled to vote by law or the articles of incorporation shall be entitled to
one vote in person or by proxy for each such share registered in his name on the
books of the Company. As provided in s.1.12, a record date for determining
which shareholders are entitled to vote at any meeting may be fixed. Shares of
its own stock belonging to the Company shall not be voted directly or
indirectly. Persons holding voting shares in a fiduciary capacity shall be
entitled to vote the shares so held. A shareholder whose shares are pledged
shall be entitled to vote the shares standing in his name on the books of the
Company. Upon a demand by any shareholder present in person or by proxy at any
meeting and entitled to vote, any vote shall be by ballot. Each ballot shall be
signed by the shareholder or his proxy and shall state the number of shares
voted by him. Otherwise, votes shall be made orally.

     s.1.10 Proxies. Any shareholder who is entitled to attend or vote at a
shareholders' meeting shall be entitled to exercise such right and any other of
his rights by proxy or proxies appointed by a writing signed by such
shareholder, which need not be witnessed or acknowledged. Except as otherwise
specifically provided in these regulations, actions taken by proxy shall be
governed by the provisions of s.1701.48, Ohio Revised Code, or any similar
statute which may hereafter be enacted, including the provisions relating to the
sufficiency of the writing, duration of the validity of the proxy, power of
substitution, revocation, and all other provisions.

     s.1.11 Inspectors of Elections. Inspectors of elections may be appointed
and act as provided in s.1701.50, Ohio Revised Code, or any future statute of
like tenor or effect.

     s.1.12 Record Date. The board of directors may fix a record date for any
lawful purpose, including without limitation the determination of shareholders
entitled to: (a) receive notice of or to vote at any meeting, (b) receive
payment of any dividend or other distribution, (c) receive or exercise rights of
purchase of, subscription for, or exchange or conversion of, shares or other
securities, subject to any contract right with respect thereto, or (d)
participate in the execution of written consents, waivers, or releases. Any such
record date shall not be more than 60 days preceding the date of such meeting,
the date fixed for the payment of any dividend or other distribution, or the
date fixed for the receipt or the exercise of rights, as the case may be.

                                      -2-



     s.1.13  List of Shareholders at Meeting. Upon request of any shareholder
at any meeting of shareholders, there shall be produced at the meeting an
alphabetically arranged list, or classified lists, of the shareholders of record
as of the applicable record date who are entitled to vote, showing their
respective addresses and the number and classes of shares held by them.

     s.1.14  Action in Writing in Lieu of Meeting. Any action which may be
authorized or be taken at a meeting of the shareholders, may be authorized or
taken without a meeting with the affirmative vote or approval of, and in a
writing or writings signed by, all the shareholders who would be entitled to
notice of a meeting of the shareholders held for that purpose.

                                    ARTICLE 2
                               Board of Directors

     s.2.1   General Powers of Board. The powers of the Company shall be
exercised, its business and affairs shall be conducted, and its property shall
be controlled by the board of directors, except as otherwise provided by laws of
the State of Ohio, the Company's articles of incorporation, or these
regulations.

     s.2.2   Number of Directors. Until changed in accordance with this
section, the number of directors of the Company, none of whom need be
shareholders, shall be not less than three nor more than seven, provided that
when all shares of the Company are owned of record by one or two shareholders,
the number of directors may be less than three but not less than the number of
shareholders. The number of directors may be fixed or changed at any annual
meeting of the shareholders, or at any special meeting of the shareholders
called for that purpose, by the affirmative vote of the holders of shares
entitling them to exercise a majority of the voting power of the Company on such
proposal.

     s.2.3   Compensation and Expenses. The directors shall be entitled to such
compensation, on a monthly or annual basis, or on the basis of meetings
attended, or on both bases, as the board of directors may from time to time
determine and establish. No director shall be precluded from serving the Company
as an officer or in any other capacity, or from receiving compensation for so
serving. Directors may be reimbursed for their reasonable expenses incurred in
the performance of their duties, including the expense of traveling to and from
meetings of the board, if such reimbursement is authorized by the board of
directors.

     s.2.4   Election of Directors. At each meeting of the shareholders for the
election of directors at which a quorum is present, the persons receiving the
greatest number of votes shall be deemed elected directors. Any shareholder may
cumulate his votes at an election of directors upon fulfillment of the
conditions prescribed in s.1701.55, Ohio Revised Code, or any similar statute
which may hereafter be enacted.

     s.2.5   Term of Office. Each director shall hold office until the annual
meeting of shareholders in the year of the expiration of his term of office, or,
if the election of directors shall not be held at that annual meeting, until a
special meeting of the shareholders for the purpose of electing directors is
held as provided in s.1.2, or the taking of action by all the shareholders in
writing in lieu of either such meetings, and in any case until his successor is
elected and qualified or until his earlier resignation, removal from office, or
death.

     s.2.6   Resignations. Any director may resign by giving written notice to
the chairman, the president, or the secretary of the Company. Such resignation
shall take effect at the time specified therein.

                                      -3-



Unless otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.

     s.2.7  Removal of Directors. All directors or any individual director may
be removed from office, without assigning any cause, by the affirmative vote of
the holders of record of not less than 75% of the shares having voting power of
the Company with respect to the election of directors, provided that unless all
directors are removed, no individual director shall be removed in case the votes
of a sufficient number of shares are cast against his removal which, if
cumulatively voted at an election of all directors, would be sufficient to elect
at least one director. In case of any such removal, a new director may be
elected at the same meeting for the unexpired term of each director removed. Any
director may also be removed by the board of directors for any of the causes
specified in s.1701.58(B), Ohio Revised Code, or any similar statute which may
hereafter be enacted.

     s.2.8  Vacancies. A vacancy in the board of directors may be filled by
majority vote of the remaining directors, even though they are less than a
quorum, until the shareholders hold an election to fill the vacancy.
Shareholders entitled to elect directors may elect a director to fill any
vacancy in the board (whether or not the vacancy has previously been temporarily
filled by the remaining directors) at any shareholders' meeting called for that
purpose.

     s.2.9  Organization of Meetings. At each meeting of the board of
directors, the chairman of the board, or, in his absence, the president, or, in
his absence, a chairman chosen by a majority of the directors present, shall act
as chairman. The secretary of the Company, or, if the secretary shall not be
present, any person whom the chairman of the meeting shall appoint, shall act as
secretary of the meeting.

     s.2.10 Place of Meetings. Meetings of the board shall be held at such
place or places, within or without the State of Ohio, as may from time to time
be fixed by the board of directors or as shall be specified or fixed in the
notice of the meeting.

     s.2.11 Regular Meetings. Regular meetings of the board will not be held
unless this code of regulations shall be amended to provide therefor.

     s.2.12 Special Meetings. Special meetings of the board of directors shall
be held whenever called by the chairman of the board, if any, or by the
president, or by any two directors.

     s.2.13 Notices of Meetings. Every director shall furnish the secretary of
the Company with an address at which notices of meetings and all other corporate
notices may be served on or mailed to him. Unless waived before, at, or after
the meeting as hereinafter provided, notice of each board meeting shall be given
by the chairman, the president, the secretary, an assistant secretary, or the
persons calling such meeting, to each director in any of the following ways:

                (a)    By orally informing him of the meeting in person or by
         telephone not later than two days before the date of the meeting.

                (b)    By delivering written notice to him not later than two
         days before the date of the meeting.

                (c)    By mailing written notice to him, or by sending notice to
         him by telegram, cablegram, or radiogram, postage or other costs
         prepaid, addressed to him at the address furnished by him to the
         secretary of the Company, or to such other address as the person
         sending the notice shall know to be correct. Such notice shall be
         posted or dispatched a sufficient length of time before the meeting so
         that in the ordinary course of the mail or the transmission of

                                      -4-



         telegrams, cablegrams, or radiograms, delivery would normally be made
         to him not later than two days before the date of the meeting.

             Unless otherwise required by the articles of incorporation, this
code of regulations, or the laws of the State of Ohio (for example, see the
provisions of the code of regulations with respect to the election or removal of
directors), the notice of any meeting need not specify the purposes of the
meeting. Notice of any meeting of the board may be waived by any director,
either before, at, or after the meeting, in writing, or by telegram, cablegram,
or radiogram.

     s.2.14 Notice of Adjournment of Meeting. Notice of adjournment of a
meeting need not be given if the time and place to which it is adjourned are
fixed and announced at the meeting.

     s.2.15 Quorum and Manner of Acting. A majority of the number of directors
fixed or established pursuant to s.2.2 as of the time of any meeting of the
board of directors must be present in person at such meeting in order to
constitute a quorum for the transaction of business, provided that meetings of
the directors may include participation by directors through any communications
equipment if all directors participating can hear each other, and such
participation in a meeting shall constitute presence at such meeting. The act of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the board of directors. In the absence of a quorum, a
majority of those present may adjourn a meeting from time to time until a quorum
is present. Notice of an adjourned meeting need not be given. The directors
shall act only as a board. Individual directors shall have no power as such.

     s.2.16 Order of Business. The order of business at meetings of the board
shall be such as the chairman of the meeting may prescribe or follow, subject,
however, to his being overruled with respect thereto by a majority of the
members of the board present.

     s.2.17 Action in Writing in Lieu of Meeting. Any action which may be
authorized or taken at a meeting of the directors may be authorized or taken
without a meeting with the affirmative vote or approval of, and in a writing or
writings signed by, all the directors.

     s.2.18 Executive and Other Committees. The directors may create and from
time to time abolish or reconstitute an executive committee and any other
committee or committees of directors each to consist of not less than three
directors, and may delegate to any such committee or committees any or all of
the authority of the directors, however conferred, other than that of filling
vacancies in the board of directors or in any committee of directors. Each such
committee shall serve at the pleasure of the directors, and shall act only in
the intervals between meetings of the board of directors, and shall be subject
to the control and direction of the board of directors. The directors may adopt
or authorize the committees to adopt provisions with respect to the government
of any such committee or committees which are not inconsistent with applicable
law, the articles of incorporation of the Company, or these regulations. An act
or authorization of any act by any such committee within the authority properly
delegated to it by the directors shall be as effective for all purposes as the
act or authorization of the directors. Any right, power, or authority conferred
in these regulations to the "directors" or to the "board of directors" shall
also be deemed conferred upon each committee or committees of directors to which
any such right, power, or authority is delegated (expressly, or by general
delegation, or by necessary implication) by the board of directors.

                                    ARTICLE 3
                                    Officers

     s.3.1  Number and Titles. The officers of the Company shall be a chairman
of the board, if needed, a president, one or more vice presidents, if needed, a
secretary, one or more assistant secretaries,

                                      -5-



if needed, a treasurer, and one or more assistant treasurers, if needed. The
board shall have the discretion to determine from time to time whether or not a
chairman of the board is needed, the number of vice presidents, if any, the
Company shall have, whether or not assistant secretaries and assistant
treasurers are needed, and, if so, the number of assistant secretaries and
assistant treasurers the Company shall have. If there is more than one vice
president, the board may, in its discretion, establish designations for the vice
presidencies so as to distinguish among them as to their functions or their
order, or both. Any two or more offices may be held by the same person, but no
officer shall execute, acknowledge, or verify any instrument in more than one
capacity if such instrument is required by law, the Company's articles of
incorporation, or these regulations to be executed, acknowledged, or verified by
two or more officers.

     s.3.2 Election, Terms of Office, Qualifications, and Compensation. The
officers shall be elected by the board of directors. Each shall be elected for
an indeterminate term and shall hold office during the pleasure of the board of
directors. The board of directors may hold annual elections of officers; in that
event, each such officer shall hold office until his successor is elected and
qualified unless he earlier is removed by the board of directors. The chairman
of the board, if one is elected, shall be a director, but no other officer need
be a director. The other qualifications of all officers shall be such as the
board of directors may establish from time to time. The board of directors shall
fix the compensation, if any, of each officer.

     s.3.3 Additional Officers, Agents, Etc. In addition to the officers
mentioned in s.3.1, the Company may have such other officers, agents, and
committees as the board of directors may deem necessary and may appoint, each of
whom or each member of which shall hold office for such period, have such
authority, and perform such duties as may be provided in these regulations or as
may be determined by the board from time to time. The board of directors may
delegate to any officer or committee the power to appoint any subordinate
officer, agents, or committees. In the absence of any officer, or for any other
reason the board of directors may deem sufficient, the board of directors may
delegate, for the time being, the powers and duties, or any of them, of such
officer to any other officer, or to any director.

     s.3.4 Removal. Any officer may be removed, either with or without cause,
at any time, by the board of directors at any meeting, the notices (or waivers
of notices) of which shall have specified that such removal action was to be
considered. Any officer appointed by an officer or committee to which the board
shall have delegated the power of appointment may be removed, either with or
without cause, by the committee or superior officer (including successors) who
made the appointment, or by any committee or officer upon whom such power of
removal may be conferred by the board of directors.

     s.3.5 Resignations. Any officer may resign at any time by giving written
notice to the board of directors, the chairman, the president, or the secretary.
Any such resignation shall take effect at the time specified therein. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

     s.3.6 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification, or otherwise, shall be filled in the manner
prescribed for regular appointments or elections to such office.

     s.3.7 Powers, Authority, and Duties of Officers. Officers of the Company
shall have the powers and authority conferred and the duties prescribed by law,
in addition to those specified or provided for in these regulations and such
other powers, authority, and duties as may be determined by the board of
directors from time to time.

                                      -6-



                                    ARTICLE 4
                            Shares and Their Transfer

     s.4.1 Certificates for Shares. Every owner of one or more shares in the
Company shall be entitled to a certificate or certificates, which shall be in
such form as may be approved by the board of directors, certifying the number
and class of shares in the Company owned by him. The certificates for the
respective classes of such shares shall be numbered in the order in which they
are issued and shall be signed in the name of the Company by the chairman, the
president, or a vice president and by the secretary, an assistant secretary, the
treasurer, or assistant treasurer; provided that, if such certificates are
countersigned by a transfer agent or registrar, the signatures of such officers
upon such certificates may be facsimiles, stamped, or printed. If an officer who
has signed or whose facsimile signature has been used, stamped, or printed on
any certificates ceases to be such officer because of death, resignation or
other reason before such certificates are delivered by the Company, such
certificates shall nevertheless be conclusively deemed to be valid if
countersigned by any such transfer agent or registrar. A record shall be kept of
the name of the owner or owners of the shares represented by each such
certificate and the number of shares represented thereby, the date thereof, and
in case of cancellation, the date of cancellation. Every certificate surrendered
to the Company for exchange or transfer shall be cancelled and no new
certificate or certificates shall be issued in exchange for any existing
certificates until such existing certificates shall have been so cancelled,
except in cases provided for in s.4.4.

     s.4.2 Transfer of Shares. Any certificate for shares of the Company shall
be transferable in person or by attorney upon the surrender of the certificate
to the Company or any transfer agent for the Company (for the class of shares
represented by the certificate surrendered) properly endorsed for transfer and
accompanied by such assurances as the Company or its transfer agent may require
as to the genuineness and effectiveness of each necessary endorsement. The
person in whose name any shares stand on the books of the Company shall, to the
fullest extent permitted by law, be conclusively deemed to be the unqualified
owner and holder of the shares and entitled to exercise all rights of ownership,
for all purposes relating to the Company. Neither the Company nor any transfer
agent of the Company shall be required to recognize any equitable interest in,
or any claim to, any such shares on the part of any other person, whether
disclosed on the certificate or any other way, nor shall they be required to see
to the performance of any trust or other obligation.

     s.4.3 Regulations. The board of directors may make such rules and
regulations as it may deem expedient or advisable, not inconsistent with these
regulations, concerning the issue, transfer, and registration of certificates
for shares. It may appoint one or more transfer agents or one or more
registrars, or both, and may require all certificates for shares to bear the
signature of either or both.

     s.4.4 Lost, Destroyed or Stolen Certificates. A new share certificate or
certificates may be issued in place of any certificate theretofore issued by the
Company which is alleged to have been lose, destroyed, or wrongfully taken upon:
(a) the execution and delivery to the Company by the person claiming the
certificate to have been lost, destroyed, or wrongfully taken of an affidavit of
that fact in form satisfactory to the Company, specifying whether or not the
certificate was endorsed at the time of such alleged loss, destruction or
taking, and (b) the receipt by the Company of a surety bond, indemnity
agreement, or any other assurances satisfactory to the Company and to all
transfer agents and registrars of the class of shares represented by the
certificate against any and all losses, damages, costs, expenses, liabilities or
claims to which they or any of them may be subjected by reason of the issue and
delivery of such new certificate or certificates or with respect to the original
certificate.

                                      -7-



                                    ARTICLE 5
                      Examination of Books by Shareholders

     The Board of Directors may make reasonable rules and regulations
prescribing under what conditions the books, records, accounts, and documents of
the Company, or any of them, shall be open to the inspection of the
shareholders. No shareholder shall be denied any right which is conferred by
s1701.37, Ohio Revised Code, or any other applicable law to inspect any book,
record, account, or document of the Company. An original or duplicate stock
ledger showing the names and addresses of the shareholders and the number and
class of shares issued or transferred of record to or by them from time to time
shall at all times during the usual hours for business be open to the
examination of every shareholder at the principal office or place of business of
the Company in the State of Ohio.

                                    ARTICLE 6
                          Indemnification and Insurance

     s.6.1   Costs Incurred. The Company shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that he is or was a director, officer,
employee, or agent of the Company, or is or was serving at the request of the
Company as a director, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, or other enterprise, against expenses, including attorneys'
fees, judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding provided
that: (a) he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company; (b) with respect to any
criminal action or proceeding, he had no reasonable cause to believe his conduct
was unlawful; and (c) in any action or suit by or in the right of the Company,
no indemnification shall be made with respect to any amounts paid in settlement
or with respect to any claim, issue, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Company unless and only to the extent that the Court of
Common Pleas or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court of common pleas or such
other court shall deem proper. The termination of any action, suit, or
proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo
contendere or its equivalent, shall not of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Company, and with respect to
any criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

     s.6.2   Indemnification Procedure. Any indemnification under s6.1 shall
be made by the Company only if and as authorized in the specific case upon a
determination that indemnification of the director, trustee, officer, employee,
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in s6.1. Such determination shall be made by one
of the following methods: (a) by a majority vote of a quorum consisting of
directors of the Company who were not and are not parties to or threatened with
any such action, suit, or proceeding; or (b) if such a quorum is not obtainable
or if a majority vote of a quorum of disinterested directors so directs, in a
written opinion by independent legal counsel retained by the Company, other than
an attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the Company or any person to be
indemnified within the past five years; or (c) by the shareholders; or (d) by
the Court of Common Pleas of Franklin County, Ohio, or the court in which such
action, suit, or proceeding was brought.

                                      -8-



     s.6.3   Advance Payment of Costs. Expenses, including attorneys' fees,
incurred in defending any action, suit, or proceeding referred to in s.6.1 may
be paid by the Company in advance of the final disposition of such action, suit,
or proceeding as authorized by the directors in the specific case upon receipt
of an undertaking by or on behalf of the director, trustee, officer, employee,
or agent to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the Company as authorized in this Article.

     s.6.4   Non-Exclusive. The indemnification authorized in this Article
indemnification may be entitled under any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.

     s.6.5   Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee, or agent of
the Company, or is or was serving at the request of the Company as a director,
trustee, officer, employee, or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust, or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the Company
would have the power to indemnify him against such liability under this Article
or under Chapter 1701, Ohio Revised Code.

     s.6.6   Survival. The indemnification authorized in this Article shall
continue as to a person who has ceased to be a director, trustee, officer,
employee, or agent.

     s.6.7   Successors. The indemnification authorized in this Article shall
inure to the benefit of the heirs, executors, and administrators of any person
entitled to indemnification under this Article.

                                    ARTICLE 7
                                      Seal

     The board of directors may adopt and alter a corporate seal and use the
same or a facsimile thereof, but failure to affix the corporate seal, if any,
shall not affect the validity of any instrument.

                                    ARTICLE 8
                                   Fiscal Year

     The fiscal year of the Company shall be fixed and may be changed from time
to time by the board of directors.

                                    ARTICLE 9
                           Control Share Acquisitions

     Section 1701.831, Ohio Revised Code, shall not apply to control share
acquisitions of shares of the Company.

                                   ARTICLE 10
                            Amendment of Regulations

     These regulations may be amended or new regulations may be adopted: (a) at
any meeting of the shareholders held for such purpose, by the affirmative vote
of the holders of record of shares entitling them to exercise a majority of the
voting power on such proposal; or (b) without a meeting of the shareholders, by
the written consent of the holders of record of shares entitling them to
exercise a majority of

                                      -9-



the voting power on such proposal. If any amendment or new regulations are
adopted without a meeting of the shareholders, the secretary shall mail a copy
of the amendment or new regulations to each shareholder who would have been
entitled to vote on the proposal but who did not participate in the adoption of
the amendment or new regulations.

                                   ARTICLE 11
                           Close Corporation Agreement

     These regulations may be superseded in whole or part, at any time and from
time to time, by any close corporation agreement between the shareholders of the
Company pursuant to s.1701.591, Ohio Revised Code, or any similar statute which
may hereafter be enacted.

                                   ARTICLE 12
                             Officers And Directors
             Liability And Indemnity; Transactions With Corporation

     s.12.01  Definitions Applicable to Article 12.

              (a)  "Applicable Corporate Law" shall mean those statutes
comprising the general corporation law of the jurisdiction in which the
Corporation is incorporated, as amended from time to time.

              (b)  "Breach of Duty" shall mean conduct of a Director or Officer
constituting any one or more of the following:

                   (1)  A willful failure to deal fairly with the Corporation or
its stockholders in connection with a matter in which the Director or Officer
has a material conflict of interest.

                   (2)  A violation of criminal law, unless the Director or
Officer had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

                   (3)  A transaction from which the Director or Officer derived
an improper personal profit.

                   (4)  Willful misconduct.

                   (5)  With respect to the matter or decision being considered
by the Board of Directors or any other officer, such Director or Officer
intentionally or recklessly:

                        (i)   makes any untrue statements or dislosure to the
Board or other Officer of known material information; or

                        (ii)  omits to state or otherwise disclose to the Board
or other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or

                        (iii) omits to state or otherwise disclose to the Board
of other Officer known material information which is (or reasonably should be)
known to the Director or Officer to be relevant to the matter or decision under
consideration, regardless of whether or not such information is specifically
requested by the Board or other Officer.

                                      -10-



              (c)  "Claim" means any threatened or asserted claim or cause of
action involving actual or potential liability of a Director or Officer arising
from any act or omission of such person alleged or determined to have been
negligent, grossly negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or regulation thereunder)
or the Employee Retirement Income Security Act of 1974 or any other foreign,
federal, state or local law, rule or regulation which is asserted or brought by
or in the right of the Corporation or by any governmental authority or any other
person or entity.

              (d)  "Director or Officer" means any of the following:

                   (1)  A natural person who is or was: (i) a director (elected
or appointed by the stockholders or Board of Directors); or (ii) an officer
(elected or appointed by the Board of Directors) of the Corporation; or (iii) a
Trustee.

                   (2)  A natural person who, while such a director or officer
of the Corporation, is or was serving either pursuant to the Corporation's
specific request or as a result of the nature of such person's duties to the
Corporation as a director, officer, partner, trustee, member of any governing or
decision making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.

                   (3)  A natural person who, while such a director or officer
of the Corporation, is or was serving an employee benefit plan because his or
her duties to the Corporation also impose duties on, or otherwise involve
services by, the person to the plan or to participants in or beneficiaries of
the plan.

                   (4)  Unless the context requires otherwise, the estate or
personal representative of any such director, officer or Trustee.

              This term is not intended to include any person who holds a
position of title of Vice President or other apparent office without formal
election or appointment by the Board of Directors.

              (e)  "Disinterested Majority" shall mean a majority of the Board
of Directors of the Corporation who are not Parties to the subject Proceeding or
any related Proceeding.

              (f)  "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

              (g)  "Liability" includes the obligation to pay any sums or
perform any acts pursuant to a settlement, penalty, assessment, forfeiture,
fine, or judgment, including (without limitation) any excise tax assessed with
respect to any employee benefit plan, punitive damages, costs, and expenses.

              (h)  "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

              (i)  "Proceeding" means any threatened, pending or completed
civil, criminal, administrative or investigative action, suit, arbitration or
other proceeding of any kind, whether formal or informal, in which a Claim is or
may be asserted against a Director or Officer or in which the Director or
Officer is a witness.

                                      -11-



      s.12.02  Director and Officer Liability Limitations.

               (a)  No Director or Officer shall be liable to the Corporation,
its shareholders or any person asserting rights on behalf of the Corporation or
its shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as an Officer, regardless of whether constituting
negligence or other tortious or otherwise culpable conduct, unless the person
asserting liability proves that the breach or failure to perform constitutes a
Breach of Duty. In addition to and not in limitation of the foregoing, no
Officer shall have any liability for acts or omissions constituting business
judgment within the business judgment rule.

               (b)  The provisions of this Section 12.02 shall not be exclusive
of any other defenses such a Director or Officer may have with respect to any
Claim asserting a Liability.

               (c)  The Board of Directors (by majority vote or consent) may
grant similar limitations on the Liability or any employee or the Corporation
(relating to performance of his or her duties as an employee) by written
agreement with such employee executed by the President.

      s.12.03  Mandatory Indemnification.

               (a)  Indemnification for Expenses. The Corporation shall
indemnify a Director or Officer for all Expenses incurred (i) in the successful
defense of any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as
a non-Party witness in any Proceeding.

               (b)  Indemnification for Liability and Expenses. The Corporation
shall indemnify a Director or Officer for all Liability and Expenses with
respect to any Claim against such person in a Proceeding to which such person
was a Party because he or she is or was a Director or Officer, unless such
Liability and Expenses were incurred because the Director or Officer is
determined to have engaged in conduct constituting a Breach of Duty.

               (c)  Indemnification Exclusion for Collateral Sources.
Notwithstanding the foregoing provision of this Section 12.03, indemnification
shall not be required for any Liability or Expenses to the extent the same have
been paid or are covered under any collectible insurance policy or are otherwise
paid or reimbursed by any third party under a legal or contractual obligation to
do so.

               (d)  Reliance on Applicable Corporation Law or Bylaw. Without
intending to limit the generality of the indemnification rights provided under
Sections 12.03(a) and (b) above, the Corporation shall indemnify a Director or
Officer for all Liability and Expenses with respect to any Claim against such
person in a Proceeding which is based, in whole or in part, on such person's
reliance on the validity of any provision of the Applicable Corporation Law or
these Bylaws, even though it is thereafter determined that such provision was
invalid or otherwise could not have justifiably been relied upon.

      s.12.04  Procedural Requirements for Determination That Indemnification is
Proper.

               (a)  Written Request for Indemnification. A Director or Officer
who seeks indemnification shall make a written request therefor to the
Corporation, selecting a means for determining his or her right to
indemnification as provided under Section 12.04(b) hereof.

               (b)  Determination of Indemnification. Within 60 days of receipt
by the Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty

                                      -12-



and, as a result, is or is not entitled to indemnification under this Article.
Such determination shall be made:

                    (i)   by majority vote of a Disinterested Majority if so
designated by the Director or Officer seeking indemnification. If a
Disinterested Majority cannot be obtained, the Director or Officer may designate
that such determination be made by a majority vote of a committee duly appointed
by the Board of Directors and consisting solely of two or more directors not at
the time Parties to the same or related Proceedings. Directors who are Parties
to the same or related Proceedings may participate in the designation of members
of the committee;

                    (ii)  by independent legal counsel if so designated by the
Director or Officer; provided that such counsel shall be mutually selected by
such Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;

                    (iii) by a panel of three arbitrators if so designated by
the Director or Officer, which shall be selected from the panel or arbitrators
of the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or

                    (iv)  by a court if so designated by the Director or
Officer, pursuant to and in accordance with the Applicable Corporation Law.

               The results and basis of the determination made hereunder shall
be submitted in writing to the Corporation and the Director or Officer (the
"Indemnity Decision").

               (c)  No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.

               (d)  Payment of Liabilities and Expenses; Waiver of Claims.

                    (1)   If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 12.05), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director or Officer is
entitled to indemnification against Liabilities and Expenses incurred in
connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:

               If the Director or Officer sustains Liability for equal dollar
               amounts to a given party or person under two or more Claims
               arising from the same general conduct, transaction or series of
               events (even though divisible for purposes of establishing
               Liability), one of which would require indemnification and the
               other of which would not, it shall be

                                      -13-



               conclusively presumed that the Liability and all Expenses related
               thereto were sustained and incurred solely with respect to the
               Claim for which indemnification is required; and if the Director
               or Officer sustains Liability and Expenses for different dollar
               amounts to a given party or person under two or more Claims
               arising from the same general conduct, transaction or series of
               events (even though divisible for purposes of establishing
               Liability), one of which would require indemnification and the
               other of which would not, it shall be conclusively presumed that
               the Liability for which indemnification is required is the sole
               Liability up to the dollar amount thereof (the "covered
               Liability") and the Liability for which indemnification is not
               required (the "Non-Covered Liability") is reduced by the amount
               of the Covered Liability (resulting in a "Net Non-Covered
               Liability") and the Expenses shall be apportioned on the basis of
               the respective amounts of the Covered Liability and the Net
               Non-Covered Liability such that the Director or Officer shall be
               entitled to indemnification for the Covered Liability and the
               apportioned Expenses attributable to such Covered Liability. The
               foregoing shall apply regardless of whether the Claim for the
               Non-Covered Liability and the resulting Expenses in defense
               thereof occurs prior to or following assertion of the Claim for
               the Covered Liability and regardless of the actual time, effort
               and Expenses involved in defense of the respective Claims.

                    (2)  The Corporation waives all right and claims against
each Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

               (e)  Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.

      s.12.05  Advancement of Expenses.

               (a)  Procedure. Upon written request by a Director or Officer who
is a non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in conduct constituting a Breach of Duty;
(ii) an executed written undertaking by the Director or Officer to repay any
advances made under this Section if it is ultimately determined that the
Director or Officer is not entitled to be indemnified by the Corporation; and
(iii) written evidence of the Expenses incurred.

               (b)  Ability to Repay; Undertaking to be Unsecured. The
undertaking provided in this Section shall be accepted by the Corporation
without reference to the Directors' or Officers' ability to repay the allowance.
The undertaking shall be unsecured and the Director or Officer shall not be
required to pay interest on such amounts prior to a final determination that
repayment is required.

      s.12.06  Right of Director or Officer to Bring Suit. If an Indemnity
Decision is not issued within the time specified or such Indemnity Decision
finds that the Director or Officer is not entitled to indemnification or the
Corporation fails to make prompt payment pursuant to an Indemnity Decision, or a
request for an advancement of Expenses under Section 12.05 is refused, the
Director or Officer may at any time thereafter bring suit against the
Corporation to recover the unpaid Liability and/or Expense. If successful in
whole or in part in any such suit, or in a suit brought by the Corporation to
recover an

                                      -14-



advancement or Expenses pursuant to the terms of an undertaking, the Director or
Officer shall be entitled to recover the expense of successfully prosecuting or
defending such suit. If the Director or Officer engaged in conduct constituting
a Breach of Duty, such fact: (i) shall be a defense to any claim for
indemnification against the Corporation (except for advancement of Expenses
prior to completion of a Proceeding); and (ii) shall entitle the Corporation to
recover all Expenses advanced prior to completion of the Proceeding pursuant to
the terms of the undertaking once such fact has been established or admitted by
the Director or Officer.

     An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

      s.12.07  Permissible Considerations. A Director or Officer, in the
discharge of his or her duties to the Corporation and in making any decision or
performing any other act in such capacity, is not limited to considering only
the economic interests of shareholders in determining what is best for the
Corporation, but may also consider the following: (a) the effects of the action
on employees, suppliers and customers of the Corporation; (b) effects on the
community in which the Corporation operates; and (c) any other factors the
Director or Officer considers pertinent.

      s.12.08  Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and competent as to the matters presented or as to which
the Director or Officer has no compelling reason to believe is not reliable or
competent; (b) legal counsel, public accountants or other persons as to matters
the Director or Officer believes in good faith are within the person's
professional or expert competence; and (c) information presented to the Board of
Directors by any person, officer, employee or committee of the Board where it is
believed in good faith the report merits confidence or where the Director or
Officer has no compelling reason to believe it does not merit confidence.

       s.12.09 Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer against any Liability
asserted against or incurred by the individual in any such capacity or arising
out of his status as such, regardless of whether the Corporation is required or
authorized to indemnify such person for Liability or Expenses under this
Article.

      s.12.10  Severability and Intent. If any provision of this Article shall
be deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and

                                      -15-



in no event shall a Director's or Officer's reliance on any of the provisions of
this Article which may be held to be invalid, inoperative or in contravention of
public policy render such conduct a Breach of Duty.

      s.12.11  Notice to the Corporation. A Director or Officer shall promptly
notify the Corporation in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.

      s.12.12  Indemnification and Allowance of Expenses of Certain Others.

               (a)  Employee of Authorized Agent. The Board of Directors may, in
its sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.

               (b)  Indemnity Agreements. The Board of Directors, by majority
vote or consent, may authorize the Corporation to enter written indemnity
agreements with: (i) any Director or Officer of the Corporation, which may
further expand the indemnification rights provided under these Bylaws or the
Applicable Corporation Law; and (ii) any employee or agent of the Corporation,
which may extend to such person the same, greater or lesser rights of
indemnification and reliance as those afforded to Directors and Officers under
this Article.

      s.12.13  Amendment. This Article may only be altered, amended or repealed
by a vote of not less than two-thirds of the Corporation's outstanding Class A
common stock entitled to vote; provided, however, that the Board of Directors
may alter or amend this Article without such stockholder approval if any such
alteration or amendment is (a) made in order to conform to any amendment or
revision of the Applicable Corporation Law, which (i) expands or permits the
expansion of a Director's or Officer's right to indemnification thereunder; (ii)
limits or eliminates, or permits the limitation or elimination of, the liability
of a Director or Officer; or (iii) is otherwise beneficial to the Directors and
Officers or (b) an alteration or amendment which is otherwise deemed by the
Board of Directors to be an immaterial modification. No amendment of this
Article shall terminate, reduce or impair a Director's or Officer's rights to
indemnification for any act, occurrence or event taking place prior to the
effective date of such amendment and delivery of notice thereof to such Director
or Officer, regardless of when any Claim relating thereto is actually asserted.

      s.12.14  Nonexclusivity of Article 12. The rights of a Director or Officer
(or any other person) granted under this Article shall not be deemed exclusive
of any other rights to indemnification against Liabilities or allowance of
Expenses which the Director or Officer (or such other person) may be entitled to
under any written agreement, Board of Directors resolution, vote of shareholders
of the Corporation or under the Applicable Corporation Law or otherwise. Nothing
contained in this Article shall be deemed to limit the Corporation's obligations
to indemnify against Liabilities or allow expenses to a Director or Officer
under the Applicable Corporation Law.

                                      -16-

EX-3.33

                                                                    EXHIBIT 3.33

                 THE COPPS CORPORATION ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)


Article 1. The name of the corporation is:  THE COPPS CORPORATION

Article 2. The purpose or purposes for which the corporation was and is
           organized are to engage in any lawful activity within the purposes of
           which corporations may be organized under Chapter 180 of the
           Wisconsin Statutes.

Article 3. The Corporation shall have authorized capital stock of two thousand
           five hundred (2,500) shares of Common Stock with a par value of
           $1,000 per share. Shareholders of the Corporation shall have no
           preemptive rights to acquire shares of any class of capital stock of
           the Corporation, now or hereafter authorized.

Article 4. The name of the registered agent is: Edward G. Kitz

Article 5. The address of the registered agent is: 23000 Roundy Drive, Pewaukee,
           Wisconsin 53072

Article 6. The number of directors consisting of the board of directors of the
           corporation shall be such number (not less than three at any time) as
           is fixed from time to time by the By-Laws.

Article 7. The By-Laws of the corporation shall designate the principal officers
           and their duties.

Article 8. No shareholder of the common stock of the corporation shall be
           entitled as a matter of right to acquire additional shares of the
           common stock of the corporation and any shareholder's preemptive
           rights is denied.

EX-3.34

                                                                    Exhibit 3.34

                                 RESTATED BYLAWS

                                       OF

                              THE COPPS CORPORATION

                               (November 10, 1999)



                                 RESTATED BYLAWS
                                       OF
                              THE COPPS CORPORATION

                               (November 10, 1999)

                                TABLE OF CONTENTS



                                                                                                      Page
                                                                                                      ----
                                                                                                   
ARTICLE 1        Identification........................................................................ 1

Section 1.01     Name.................................................................................. 1
Section 1.02     Principal and Business Offices........................................................ 1
Section 1.03     Registered Agent and Office........................................................... 1
Section 1.04     Place of Keeping Corporate Records.................................................... 1

ARTICLE 2        Shareholders.......................................................................... 1

Section 2.01     Annual Meeting........................................................................ 1
Section 2.02     Special Meetings...................................................................... 1
Section 2.03     Place of Meeting...................................................................... 1
Section 2.04     Notice of Meetings.................................................................... 2
Section 2.05     Waiver of Notice...................................................................... 2
Section 2.06     Fixing of Record Date................................................................. 2
Section 2.07     Voting List........................................................................... 3
Section 2.08     Quorum and Voting Requirements........................................................ 3
Section 2.09     Order of Business at Meetings......................................................... 3
Section 2.10     Proxies............................................................................... 4
Section 2.11     Voting of Shares...................................................................... 4
Section 2.12     Voting of Shares by Certain Holders................................................... 4
                 (a) Other corporations................................................................ 4
                 (b) Legal representatives and Fiduciaries............................................. 4
                 (c) Pledgees.......................................................................... 5
                 (d) Minors............................................................................ 5
                 (e) Incompetents and Spendthrifts..................................................... 5
                 (f) Joint Tenants..................................................................... 5
Section 2.13     Action Without a Meeting.............................................................. 5

ARTICLE 3        Board of Directors.................................................................... 6

Section 3.01     General Powers........................................................................ 6
Section 3.02     Election.............................................................................. 6
Section 3.03     Number, Tenure, and Qualifications.................................................... 6
Section 3.04     Regular Meetings...................................................................... 6
Section 3.05     Special Meetings...................................................................... 6
Section 3.06     Meetings by Electronic Means of Communication......................................... 6
Section 3.07     Notice of Meetings; Waiver of Notice.................................................. 7
Section 3.08     Quorum Requirement.................................................................... 7


                                       i





                                                                                                     Page
                                                                                                     ----
                                                                                                   
Section 3.09    Voting Requirement...................................................................  7
Section 3.10    Conduct of Meetings..................................................................  7
Section 3.11    Vacancies............................................................................  8
Section 3.12    Compensation and Expenses............................................................  8
Section 3.13    Directors' Assent....................................................................  8
Section 3.14    Committees...........................................................................  8
Section 3.15    Action Without a Meeting.............................................................  9

ARTICLE 4       Officers.............................................................................  9

Section 4.01    Number and Titles....................................................................  9
Section 4.02    Appointment, Tenure, and Compensation................................................  9
Section 4.03    Additional Officers, Agents, etc.....................................................  9
Section 4.04    Removal.............................................................................. 10
Section 4.05    Resignations......................................................................... 10
Section 4.06    Vacancies............................................................................ 10
Section 4.07    Powers, Authority, and Duties........................................................ 10
Section 4.08    The Chairperson of the Board......................................................... 10
Section 4.09    The President........................................................................ 10
Section 4.10    The Vice-Presidents.................................................................. 11
Section 4.11    The Secretary........................................................................ 11
Section 4.12    The Assistant Secretaries............................................................ 11
Section 4.13    The Treasurer........................................................................ 12
Section 4.14    The Assistant Treasurers............................................................. 12
Section 4.15    Compensation......................................................................... 12

ARTICLE 5       Contracts, Loans, Checks, and Deposits............................................... 13

Section 5.01    Contracts............................................................................ 13
Section 5.02    Loans................................................................................ 13
Section 5.03    Checks, Drafts, etc.................................................................. 13
Section 5.04    Deposits............................................................................. 13

ARTICLE 6       Voting of Securities Owned by the Corporation........................................ 13

Section 6.01    Authority to Vote.................................................................... 13
Section 6.02    Proxy Authorization.................................................................. 13

ARTICLE 7       Contracts Between the Corporation and Related Persons................................ 14


ARTICLE 8       Certificates for Shares and Their Transfer........................................... 14

Section 8.01    Certificates for Shares.............................................................. 14
Section 8.02    Shares Without Certificates.......................................................... 15


                                       ii





                                                                                                        Page
                                                                                                        ----
                                                                                                     
Section 8.03       Facsimile Signatures................................................................. 15
Section 8.04       Signature by Former Officer.......................................................... 15
Section 8.05       Consideration for Shares............................................................. 15
Section 8.06       Transfer of Shares................................................................... 15
Section 8.07       Restrictions on Transfer............................................................. 16
Section 8.08       Lost, Destroyed, or Stolen Certificates.............................................. 16

ARTICLE 9          Inspection of Records by Shareholders................................................ 16

Section 9.01       Inspection of Bylaws................................................................. 16
Section 9.02       Inspection of Other Records.......................................................... 16

ARTICLE 10         Distributions and Share Acquisitions................................................. 16


ARTICLE 11         Indemnification...................................................................... 17


ARTICLE 12         Fiscal Year.......................................................................... 17


ARTICLE 13         Seal................................................................................. 17


ARTICLE 14 Amendments................................................................................... 17

Section 14.01      By Shareholders...................................................................... 17
Section 14.02      By Directors......................................................................... 17


                                      iii



                                   ARTICLE 1
                                 Identification

     Section 1.01 Name. The corporation's name is The Copps Corporation (the
"corporation").

     Section 1.02 Principal and Business Offices. The corporation may have such
principal and other business offices, either within or outside the state of
Wisconsin, as the board of directors may designate or as the corporation's
business may require from time to time.

     Section 1.03 Registered Agent and Office. The corporation's registered
agent may be changed from time to time by or under the authority of the board of
directors. The address of the corporation's registered office may be changed
from time to time by or under the authority of the board of directors, or by the
registered agent. The business office of the corporation's registered agent
shall be identical to the registered office. The corporation's registered office
may be, but need not be, identical with the corporation's principal office in
the state of Wisconsin.

     Section 1.04 Place of Keeping Corporate Records. The records and documents
required by law to be kept by the corporation permanently shall be kept at the
corporation's principal office.

                                   ARTICLE 2
                                  Shareholders

     Section 2.01 Annual Meeting. The annual shareholders' meeting shall be held
on the last Friday in the month of May in each year, beginning with the year
2000, at the time fixed by the Board of Directors, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the election of directors shall not be held on the day designated
herein for any annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently may be.

     Section 2.02 Special Meetings. Special shareholders' meetings may be called
(1) by the president, (2) by the board of directors or such other officer(s) as
the board of directors may authorize from time to time, or (3) by the president
upon the written request of the holders of record of at least 10% of all the
votes entitled to be cast upon the matter(s) set forth as the purpose of the
meeting in the written request. Upon delivery to the president of a written
request pursuant to (3), above, stating the purpose(s) of the requested meeting,
dated and signed by the person(s) entitled to request such a meeting, it shall
be the duty of the president to give, within 30 days of such delivery, notice of
the meeting to shareholders. Notice of any special meetings shall be given in
the manner provided in Section 2.04 of these bylaws. Only business within the
purpose described in the special meeting notice shall be conducted at a special
shareholders' meeting.

     Section 2.03 Place of Meeting. The board of directors may designate any
place, either within or outside the state of Wisconsin, as the place of meeting
for any annual or special shareholders' meeting or any adjourned meeting. If no
designation is made by the board of directors, the place of meeting shall be the
corporation's principal office.

                                       1



     Section 2.04 Notice of Meetings. The corporation shall notify each
shareholder who is entitled to vote at the meeting, and any other shareholder
entitled to notice under ch. 180, of the date, time, and place of each annual or
special shareholders' meeting. In the case of special meetings, the notice shall
also state the meeting's purpose. Unless otherwise required by ch. 180, the
meeting notice shall be given not less than 10 days nor more than 50 days before
the meeting date. Notice may be given orally or communicated in person, by
telephone, telegraph, teletype, facsimile, other form of wire or wireless
communication, private carrier, or in any other manner provided by ch. 180.
Written notice, if mailed, is effective when mailed; and such notice may be
addressed to the shareholder's address shown in the corporation's current record
of shareholders. Written notice provided in any other manner is effective when
received. Oral notice is effective when communicated.

     Section 2.05 Waiver of Notice. A shareholder may waive notice of any
shareholders' meeting, before or after the date and time stated in the notice.
The waiver must be in writing, contain the same information that would have been
required in the notice (except that the time and place of the meeting need not
be stated), be signed by the shareholder, and be delivered to the corporation
for inclusion in the corporate records. A shareholder's attendance at a meeting,
in person or by proxy, waives objection to lack of notice or defective notice,
unless the shareholder at the beginning of the meeting or promptly upon arrival
objects to holding the meeting or transacting business at the meeting.

     Section 2.06 Fixing of Record Date. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any
shareholders' meeting, shareholders entitled to demand a special meeting under
Section 2.02 of these bylaws, or shareholders entitled to receive payment of any
distribution or dividend, or in order to make a determination of shareholders
for any other proper purpose, the board of directors may fix a future date as
the record date. The record date shall not be more than 70 days before the date
on which the particular action requiring this determination of shareholders is
to be taken. If no record date is so fixed by the board, the record date shall
be as follows:

1.   With respect to an annual shareholders' meeting or any special
     shareholders' meeting called by the board or any person specifically
     authorized by the board or these bylaws to call a meeting, at the close of
     business on the day before the first notice is delivered to shareholders

2.   With respect to a special shareholders' meeting demanded by the
     shareholders, on the date the first shareholder signs the demand

3.   With respect to actions taken in writing without a meeting (pursuant to
     Section 2.13 of these bylaws), on the date the first shareholder signs a
     consent

4.   With respect to determining shareholders entitled to a share dividend, on
     the date the board authorizes the share dividend

5.   With respect to determining shareholders entitled to a distribution (other
     than a distribution involving a repurchase or reacquisition of shares), on
     the date the board authorizes the distribution

                                      2



6.   With respect to any other matter for which such a determination is
     required, as provided by law

When a determination of the shareholders entitled to vote at any shareholders'
meeting has beets made as provided in this section, the determination shall
apply to any adjournment of the meeting unless the board of directors fixes a
new record date, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

     Section 2.07 Voting List. After fixing a record date for a meeting, the
corporation shall prepare a list of the names of all of its shareholders who are
entitled to notice of a shareholders' meeting. The list shall be arranged by
class or series of shares, if any, and show the address of and number of shares
held by each shareholder. The corporation shall make the shareholders' list
available for inspection by any shareholder, beginning two business days after
notice is given of the meeting for which the list was prepared and continuing to
the meeting date, at the corporation's principal office or at the place
identified in the meeting notice in the city where the meeting will be held. A
shareholder or his or her agent or attorney may, on written demand, inspect, and
subject to any restrictions set forth in ch. 180, copy the list, during regular
business hours and at his or her expense, dig the period that it is available
for inspection. The corporation shall make the shareholders' list available at
the meeting, and any shareholder or his or her agent or attorney may inspect the
list at any time during the meeting or any adjournment.

     Section 2.08 Quorum and Voting Requirements. Shares entitled to vote as a
separate voting group may take action on a matter at a meeting only if a quorum
of those shares exists with respect to that matter. Except as otherwise provided
by the articles of incorporation, these bylaws, or any provision of ch. 180, a
majority of the votes entitled to be cast on the matter by the voting group
shall constitute a quorum of that voting group for action on that matter. If a
quorum exists, action on a matter (other than the election of directors under
Section 3.02 of the bylaws) by a voting group is approved if the votes cast
within the voting group favoring the action exceed the votes cast within the
voting group opposing the action, unless the articles of incorporation, these
bylaws, or any provision of ch. 180 requires a greater number of affirmative
votes. Once a share is represented for any purpose at a meeting, other than for
the purpose of objecting to holding the meeting or transacting business at the
meeting, it is considered present for purposes of determining whether a quorum
exists, for the remainder of the meeting and for any adjournment of that
meeting, unless a new record date is or must be set for that adjourned meeting.
At the adjourned meeting at which a quorum is represented, any business may be
transacted that might have been transacted at the meeting as originally noticed.

     Section 2.09 Order of Business at Meetings. The order of business at any
shareholders' meeting shall be as follows:

1.   Roll call

2.   Appointment of inspectors of election, if requested

3.   Proof of proper notice of meeting or receipt of waiver of notice

If a quorum is present, the meeting shall continue with the following items of
business:

                                       3



4.   Approval of minutes of preceding meeting, unless dispensed with by
     unanimous consent

5.   Board of directors' report, if any

6.   Officers' reports, if any

7.   Committee reports, if any

8.   Election of directors, if necessary

9.   Unfinished business, if any

10.  New business, if any

The order of business at any meeting may, however, be changed by the vote of
those persons in attendance, in accordance with Section 2.08 of these bylaws.
The chairperson of the meeting may designate a corporate officer or any other
person in attendance to keep and prepare minutes of the meeting.

     Section 2.10 Proxies. At all shareholders' meetings, a shareholder entitled
to vote may vote in person or by proxy appointed in writing by the shareholder
or by his or her duly authorized attorney-in-fact. A proxy appointment shall
become effective when received by the secretary or other officer or agent of the
corporation authorized to tabulate votes. Unless otherwise provided in the
appointment form, a proxy appointment may be revoked at any time before it its
voted, either by written notice filed with the secretary or other officer or
agent of the corporation authorized to tabulate votes, or by oral notice given
by the shareholder during the meeting. The presence of a shareholder who has
filed his or her proxy appointment shall not of itself constitute a revocation.
A proxy appointment shall be valid for 11 months from the date of its execution,
unless otherwise provided in the appointment form. The board of directors shall
have the power and authority to make rules establishing presumptions as to the
validity and sufficiency of proxy appointments.

     Section 2.11 Voting of Shares. Each outstanding share shall be entitled to
one vote upon each matter submitted to a vote at a shareholders' meeting, except
as otherwise required by the articles of incorporation or by ch. 180.

     Section 2.12 Voting of Shares by Certain Holders.

          (a) Other Corporations. Shares standing in another corporation's name
may be voted either in person or by proxy, by the other corporation's president
or any other officer appointed by the president. A proxy appointment executed by
any principal officer of the other corporation or such an officer's assistant
shall be conclusive evidence of the signer's authority to act, in the absence of
express notice to this corporation, given in writing to this corporation's
secretary, or other officer or agent of this corporation authorized to tabulate
votes, of the designation of some other person by the other corporation's board
of directors or bylaws.

          (b) Legal Representatives and Fiduciaries. Shares held by a personal
representative, administrator, executor, guardian, conservator, trustee in
bankruptcy, receiver, or

                                       4



assignee for creditors, in a fiduciary capacity, may be voted by the fiduciary,
either in person or by proxy, without transferring the shares into his or her
name, provided that there is filed with the secretary, before or at the time of
the meeting, proper evidence of the fiduciary's incumbency and the number of
shares held. Shares standing in a fiduciary's name may be voted by him or her,
either in person or by proxy. A proxy appointment executed by a fiduciary shall
be conclusive evidence of the fiduciary's authority to give the proxy
appointment, in the absence of express notice to the corporation, given in
writing to the secretary or other officer or agent of the corporation authorized
to tabulate votes, that this manner of voting is expressly prohibited or
otherwise directed by the document creating the fiduciary relationship.

          (c) Pledgees. A shareholder whose shares are pledged shall be entitled
to vote the shares until they have been transferred into the pledgee's name, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

          (d) Minors. Shares held by a minor may be voted by the minor in person
or by proxy appointment, and no such vote shall be subject to disaffirmance or
avoidance unless before the vote the secretary or other officer or agent of the
corporation authorized to tabulate votes has received written notice or has
actual knowledge that the shareholder is a minor.

          (e) Incompetents and Spendthrifts. Shares held by an incompetent or
spendthrift may be voted by the incompetent or spendthrift in person or by proxy
appointment, and no such vote shall be subject to disaffirmance or avoidance
unless before the vote the secretary or other officer or agent of the
corporation authorized to tabulate votes has actual knowledge that the
shareholder has been adjudicated an incompetent or spendthrift or actual
knowledge that judicial proceedings for appointment of a guardian have been
filed.

          (f) Joint Tenants. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be voted in
person or by proxy signed by one or more of the joint tenants if either (1) no
other joint tenant or his or her legal representative is present and claims the
right to participate in the voting of the shares or before the vote files with
the secretary or other officer or agent of the corporation authorized to
tabulate votes a contrary written voting authorization or direction or written
denial of authority of the joint tenant present or signing the proxy appointment
proposed to be voted, or (2) all other joint tenants are deceased and the
secretary or other officer or agent of the corporation authorized to tabulate
votes has no actual knowledge that the survivor has been adjudicated not to be
the successor to the interests of those deceased.

     Section 2.13 Action Without a Meeting. Any action required or permitted by
the articles of incorporation, these bylaws, or any provision of ch. 180 to be
taken at a shareholders' meeting may be taken without a meeting if one or more
written consents, setting forth the action so taken, shall be signed by all
shareholders entitled to vote on the subject matter of the action. Action may
not, however, be taken under this Section with respect to an election of
directors for which shareholders may vote cumulatively. Action taken pursuant to
written consent shall be effective when a consent or consents, signed by all of
the shareholders, is or are delivered to the corporation for inclusion in the
corporate records, unless some other effective date is specified in the consent.
If the action to be taken requires that notice be given to nonvoting
shareholders, the corporation shall give the nonvoting shareholders written
notice of the proposed action at least

                                       5



10 days before the action is taken, which notice shall comply with the
provisions of ch. 180 and shall contain or be accompanied by the same material
that would have been required to be sent to nonvoting shareholders in a notice
of meeting at which the proposed action would have been submitted to the
shareholders.

                                   ARTICLE 3
                               Board of Directors

     Section 3.01 General Powers. The corporation's powers shall be exercised by
or under the authority of, and its business and affairs shall be managed under
the direction of, its board of directors, subject to any limitation set forth in
the articles of incorporation.

     Section 3.02 Election. Directors shall be elected by the shareholders at
each annual shareholders' meeting. Directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.

     Section 3.03 Number, Tenure, and Qualifications. The number of directors of
the corporation shall not be less than three (3) nor more than fifteen (15).
Each director shall hold office until the next annual shareholders' meeting and
until his or hear successor shall have been elected by the shareholders or until
his or her prior death, resignation, or removal. A director may be removed from
office by a vote of the shareholders taken at any shareholders' meeting called
for that purpose, provided that a quorum is present. A director may resign at
any tune by delivering his or her written resignation that complies with the
provisions of ch. 180 to the board of directors, the chairperson of the board of
directors, or the corporation. Directors need not be residents of the state of
Wisconsin or shareholders of the corporation.

     Section 3.04 Regular Meetings. A regular meeting of the board of directors
shall be held without other notice than this bylaw immediately after the annual
shareholders' meeting. The place of the regular board of directors' meeting
shall be the same as the place of the shareholders' meeting that precedes it.
The board of directors may provide, by resolution, the time and place, either
within or outside the state of Wisconsin, for the holding of additional regular
meetings.

     Section 3.05 Special Meetings. Special meetings of the board of directors
may be called by or at the request of the chairperson of the board, president,
secretary or any two directors. The person or persons authorized to call special
board of directors' meetings may fix any place, either within or outside the
state of Wisconsin, as the place for holding any special board meeting called by
them, and if no other place is fixed, the meeting place shall be the
corporation's principal office ins the state of Wisconsin, but any meeting may
be adjourned to reconvene at any place designated by vote of a majority of the
directors in attendance at the meeting.

     Section 3.06 Meetings by Electronic Means of Communication. To the extent
provided in these bylaws, the board of directors, or any committee of the board,
may, in addition to conducting meetings in which each director participates in
person, and notwithstanding any place set forth in the notice of the meeting or
these bylaws, conduct any regular or special meeting by the use of any
electronic means of communication, provided (1) all participating

                                       6



directors may simultaneously hear each other during the meeting, or (2) all
communication during the meeting is immediately transmitted to each
participating director, and each participating director is able to immediately
send messages to all other participating directors. Before the commencement of
any business at a meeting at which any directors do not participate in person,
all participating directors shall be informed that a meeting is taking place at
which official business may be transacted.

     Section 3.07 Notice of Meetings; Waiver of Notice. Notice of each board of
directors' meeting, except meetings pursuant to Section 3.04 of these bylaws,
shall be delivered to each director at his or her business address or at such
other address as the director shall have designated in writing and filed with
the secretary. Notice may be given orally or communicated in person, by
telephone, telegraph, teletype, facsimile, other form of wire or wireless
communication, private carrier, or in any other manner provided by ch. 180.
Notice shall be given not less than 48 hours before the meeting being noticed,
or 72 hours before the meeting being noticed if the notice is given by mail or
private carrier. Written notice shall be deemed given at the earlier of the time
it is received or at the time it is deposited with postage prepaid in the United
States mail or delivered to the private carrier. Oral notice is effective when
communicated. A director may waive notice required under this Section or by law
at any time, whether before or after the time of the meeting. The waiver must be
in writing, signed by the director, and retained in the corporate record book.
The director's attendance at or participation in a meeting shall constitute a
waiver of notice of the meeting, unless the director at the beginning of the
meeting or promptly upon his or her arrival objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting. Neither the business to be transacted at nor the
purpose of any regular or special board of directors' meeting need be specified
in the notice or waiver of notice of the meeting.

     Section 3.08 Quorum Requirement. Except as otherwise provided by ch. 180,
the articles of incorporation, or these bylaws, a majority of the number of
directors as required in Section 3.03 of these bylaws shall constitute a quorum
for the transaction of business at any board of directors' meeting. A majority
of the number of directors appointed to serve on a committee as authorized in
Section 3.14 of these bylaws shall constitute a quorum for the transaction of
business at any committee meeting. These provisions shall not, however, apply to
the determination of a quorum for actions taken pursuant to Article 7 of these
bylaws or actions taken under emergency bylaws or any other provisions of these
bylaws that fix different quorum requirements.

     Section 3.09 Voting Requirement. The affirmative vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the board of directors or a committee of the board of directors. This
provision shall not, however, apply to any action taken by the board of
directors pursuant to Section 3.14, Article 7, or Article 11 of these bylaws, or
in the event the affirmative vote of a greater number of directors is required
by ch. 180, the articles of incorporation, or any other provision of these
bylaws,

     Section 3.10 Conduct of Meetings. The chairperson of the board of
directors, and in his or her absence, the president, and in the absence of both
of them, a vice-president in the order provided under Section 4.10 of these
bylaws, and in their absence, any director chosen by the directors present,
shall call board of directors' meetings to order and shall act as chairperson of

                                       7



the meeting. The corporation's secretary shall act as secretary of all board of
directors' meetings, but in the secretary's absence, the presiding officer may
appoint any assistant secretary, director, or other person present to act as
secretary of the meeting. The chairperson of the meeting shall determine if
minutes of the meeting are to be prepared, and if minutes are to be prepared,
shall assign a person to do so.

     Section 3.11 Vacancies. Any vacancy occurring on the board of directors,
including a vacancy created by an increase in the number of directors, may be
filled by the shareholders. During such time as the shareholders fail or are
unable to fill such vacancies, then and until the shareholders act the vacancy
may be filled (1) by the board of directors, or (2) if the directors remaining
in office constitute fewer than a quorum of the board, by the affirmative vote
of a majority of all directors remaining in office.

     Section 3.12 Compensation and Expenses. The board of directors,
irrespective of any personal interest of any of its members, may (1) establish
reasonable compensation of all directors for services to the corporation as
directors or may delegate this authority to an appropriate committee, (2)
provide for, or delegate authority to an appropriate committee to provide for,
reasonable pensions, disability or death benefits, and other benefits or
payments to directors and to their estates, families, dependents, or
beneficiaries for prior services rendered to the corporation by the directors,
and (3) provide for reimbursement of reasonable expenses incurred in the
performance of the directors' duties, including the expense of traveling to and
from board meetings.

     Section 3.13 Directors' Assent. A director of the corporation who is
present and is announced as present at a meeting of the board of directors or of
a committee of the board of which he or she is a member, at which meeting action
on any corporate matter is taken, shall be deemed to have assented to the action
taken unless (1) the director objects at the beginning of the meeting (or
promptly upon his or her arrival) to holding the meeting or transacting business
at the meeting; (2) the director dissents or abstains from an action taken and
minutes of the meeting are prepared that show the director's dissent to or
abstention from the action taken; (3) the director delivers written notice that
complies with the provisions of ch. 180 of his or her dissent or abstention to
the presiding officer of the meeting before the meeting's adjournment or to the
corporation immediately after the adjournment; or (4) the director dissents or
abstains from an action taken, minutes of the meeting are prepared that fail to
show the director's dissent or abstention, and the director delivers to the
corporation a written notice of that failure that complies with the provisions
of ch. 180 promptly after receiving the minutes. The right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

     Section 3.14 Committees. The board of directors may create and appoint
members to one or more committees, by a resolution approved by the greater of
the following: (1) a majority of the directors in office when the action is
taken, or (2) the number of directors required to take action under Section 3.09
of these bylaws. Each committee shall consist of two or more directors and
shall, unless otherwise provided by the board of directors, serve at the
pleasure of the board of directors. To the extent provided in the resolution as
initially adopted and as thereafter supplemented or amended by further
resolution adopted by a like vote, each committee shall have and may exercise,
when the board of directors is not in session, the powers of the board of
directors in the management of the corporation's business and affairs, except
that a

                                       8



committee may not (1) authorize distributions; (2) approve or propose to
shareholders action requiring shareholder approval; (3) appoint the principal
officers; (4) amend articles of incorporation, or amend, adopt, or repeal
bylaws; (5) approve a plan of merger not requiring shareholder approval; (6)
authorize or approve reacquisition of shares except by a formula or method
approved or prescribed by the board of directors; (7) authorize or approve the
issuance or sale or contract for sale of shares or determine the designation and
relative rights, preferences, and limitations of a class or series of shares,
except that the board of directors may authorize a committee or a senior
executive officer of the corporation to do so within limits prescribed by the
board of directors; or (8) fill vacancies on the board of directors or on
committees created pursuant to this section, unless the board of directors, by
resolution, provides that committee vacancies may be filled by a majority of the
remaining committee members. The board of directors may elect one or more of its
members as alternate members of any such committee who may take the place of any
absent member or members at any meeting of the committee, upon the request of
the president or of the chairperson of the meeting. Each committee shall fix its
own rules governing the conduct of its activities and shall make such report of
its activities to the board of directors as the board may request.

     Section 3.15 Action Without a Meeting. Any action required or permitted by
the articles of incorporation, these bylaws, or any provision of ch. 180 to be
taken by the board of directors at a board meeting may be taken without a
meeting if one or more written consents, setting forth the action so taken,
shall be signed by all of the directors entitled to vote on the subject matter
of the action and retained in the corporate records. Action taken pursuant to
written consent shall be effective when the last director signs the consent or
upon such other effective date as is specified in the consent.

                                    ARTICLE 4
                                    Officers

     Section 4.01 Number and Titles. The corporation's principal officers shall
be a chairperson of the board, a president, one or more vice-presidents
periodically determined by the board of directors, a secretary, and a treasurer,
each of whom shall be appointed by the board. If there is more than one
vice-president, the board may establish designations for the vice-presidencies
to identify their functions or their order. The same natural person may
simultaneously hold more than one office.

     Section 4.02 Appointment, Tenure, and Compensation. The officers shall be
appointed by the board of directors, or to the extent authorized in these
bylaws, by another duly appointed officer. Each officer shall hold office until
his or her successor shall have been duly appointed or until the officer's prior
death, resignation, or removal. The board of directors or a duly authorized
committee of the board shall fix the compensation of each officer, if any.

     Section 4.03 Additional Officers, Agents, etc. In addition to the officers
referred to in Section 4.01 of these bylaws, the corporation may have such other
officers, assistants to officers, acting officers, and agents as the board of
directors may deem necessary and may appoint. Each such person shall act under
his or her appointment for such period, have such authority, and perform such
duties as may be provided in these bylaws, or as the board may from time to time
determine. The board of directors may delegate to any officer the power to
appoint any

                                       9



subordinate officers, assistants to officers, acting officers, or agents. In the
absence of any officer, or for any other reason the board of directors may deem
sufficient, the board may delegate, for such time as the board may determine,
any or all of an officer's powers and duties to any other officer or to any
director.

     Section 4.04 Removal. The board of directors may remove any officer or
agent, but the removal shall be without prejudice to the contract rights, if
any, of the person so removed. Appointment shall not of itself create contract
rights. An officer may remove, with or without cause, any officer or assistant
officer who was appointed by that officer.

     Section 4.05 Resignations. Any officer may resign at any time by giving
written notice to the corporation, the board of directors, the president, or the
secretary. Any such resignation shall take effect when the notice of resignation
is delivered, unless the notice specifies a later effective date and the
corporation accepts the later effective date. Unless otherwise specified in the
notice of resignation, the acceptance of the resignation shall not be necessary
to make it effective.

     Section 4.06 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or other reason shall be filled in the
manner prescribed for regular appointments to the office.

     Section 4.07 Powers, Authority, and Duties. Officers of the corporation
shall have the powers and authority conferred and the duties prescribed by the
board of directors or the officer who appointed them in addition to and to the
extent not inconsistent with those specified in other sections of this Article
4.

     Section 4.08 The Chairperson of the Board. The chairperson of the board of
directors shall be the principal executive officer of the corporation and,
subject to the control of the board of directors, shall in general supervise the
business affairs of the corporation. If and while there is an incumbent of the
office, shall preside at all shareholders' and directors' meetings at which he
or she is present. The chairperson of the board shall have and exercise general
supervision over the conduct of the corporation's affairs and over its other
officers subject, however, to the board's control. The chairperson of the board
of directors shall from time to time report to the board all matters within his
or her knowledge that the corporation's interests may require to be brought to
the board's notice.

     Section 4.09 The President. The president shall be the principal operating
officer of the corporation and, subject to the control of the board of directors
and chair person of the board, shall, in general, supervise and control all the
operations of the corporation. If and while there is no incumbent in the office
of the chairperson of the board of directors, and during the chair's absence or
disability, the president shall have the duties and authority specified in
Section 4.08 of these bylaws. The president shall have the authority to sign,
execute, and deliver in the corporation's name all instruments either when
specifically authorized by the board of directors or when required or deemed
necessary or advisable by the president in the ordinary conduct of the
corporation's normal business, except in cases where the signing and execution
of the instrument shall be expressly delegated by these Bylaws or by the board
to some other officer(s) or agent(s) of the corporation or shall be required by
law to be signed or executed by some other

                                       10



officer or agent. In addition, the president shall perform all duties incumbent
to the office of the president and such other duties as from time to time may be
assigned to him or her by the board of directors.

     Section 4.10 The Vice-Presidents. In the president's absence, or in the
event of his or her death or inability or refusal to act, or if for any reason
it shall be impractical for the president to act personally, the vice-president
(or if there is more than one vice-president, the vice-presidents in the order
designated by the board of directors, or in the absence of any designation, in
the order of their appointment) shall perform the duties of the president, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. Each vice-president shall perform such other
duties and have such authority as from time to time may be delegated or assigned
to him or her by the president or by the board of directors. The execution of
any instrument of the corporation by any vice-president shall be conclusive
evidence, as to third parties, of his or her authority to act in the president's
place.

     Section 4.11 The Secretary. The secretary shall:

1.   keep any minutes of the shareholders and of the board of directors and its
     committees in one or more books provided for that purpose;

2.   see that all notices are duly given in accordance with these bylaws or as
     required by law;

3.   be custodian of the corporation's corporate records and see that the books,
     reports, statements, certificates, and all other documents and records
     required bylaw are properly kept and filed;

4.   have charge, directly or through such transfer agent or agents and
     registrar or registrars as the board of directors may appoint, of the
     issue, transfer, and registration of certificates for shares in the
     corporation and of the records thereof, such records to be kept in such
     manner as to show at arty time the number of shares in the corporation
     issued and outstanding, the manner in which and time when such shares were
     paid for, the names and addresses of the shareholders of record, the
     numbers and classes of shares held by each, and the time when each became a
     shareholder;

5.   exhibit at reasonable times upon the request of any director the records of
     the issue, transfer, and registration of the corporation's share certifies,
     at the place where those records are kept, and have these records available
     at each shareholders' meeting; and

6.   in general, perform all duties incident to the office of secretary and such
     other duties as from time to time may be assigned to him or her by the
     board of directors or the president.

     Section 4.12 The Assistant Secretaries. The assistant secretaries shall
perform such duties as from time to time may be assigned to them individually or
collectively by the board of directors, the president, or the secretary. In the
event of the secretary's absence or disability, one or more of the assistant
secretaries may perform such duties of the secretary as the secretary, the
president, or the board of directors may designate.

                                       11



     Section 4.13  The Treasurer. The treasurer shall:

1.   have charge and custody of, and be responsible for, all of the
     corporation's funds and securities; receive and give receipts for monies
     due and payable to the corporation from any source whatsoever; deposit all
     such monies in the corporation's name in such banks, financial
     institutions, trust companies, or other depositories as shall be selected
     in accordance with the provisions of Section 5.04 of these bylaws; cause
     such funds to be disbursed by checks or drafts on the corporation's
     authorized depositories, signed as the board of directors may require; and
     be responsible for the accuracy of the amounts of, and cause to be
     preserved proper vouchers for, all monies disbursed;

2.   have the right to require from time to time reports or statements giving
     such information as he or she may desire with respect to any and all of the
     corporation's financial transactions from the officers, employees, or
     agents transacting the same;

3.   keep or cause to be kept, at the corporation's principal office or such
     other office or offices as the board of directors shall from time to time
     designate, correct records of the corporation's funds, business, and
     transactions, and exhibit those records to any director of the corporation
     upon request at that office;

4.   deliver to the board of directors, the chairperson of the board, or the
     president whenever requested an account of the corporation's financial
     condition and of all his or her transactions as treasurer, and as soon as
     possible after the close of each fiscal year, make or cause to be made and
     submit to the board a like report for that fiscal year;

5.   at each annual shareholders' meeting or the meeting held in lieu thereof,
     furnish copies of the corporation's most current financial statement to the
     shareholders and answer questions that may be raised regarding the
     statement; and

6.   in general, perform all duties incident to the office of treasurer and such
     other duties as from time to time may be assigned to him or her by the
     board of directors or the president.

If required by the board of directors, the treasurer shall furnish a bond for
the faithful discharge of his or her duties in such sum and with such surety or
sureties as the board shall determine.

     Section 4.14  The Assistant Treasurers. The assistant treasurers shall
perform such duties as from time to time may be assigned to them, individually
or collectively, by the board of directors, the president, or the treasurer. In
the event of the treasurer's absence or disability, one or more of the assistant
treasurers may perform such duties of the treasurer as the treasurer, the
president, or the board of directors may designate.

     Section 4.15  Compensation. The compensation of the officers shall be fixed
from time to time by the board of directors and no officer shall be prevented
from receiving such compensation by reason of a fact that said officer is also a
director of the corporation.

                                       12



                                   ARTICLE 5
                     Contracts, Loans, Checks, and Deposits

     Section 5.01  Contracts. The board of directors may authorize any officer
or officers, or agent or agents, to enter into any contract or execute or
deliver any instrument in the corporation's name and on its behalf. The
authorization may be general or confined to specific instruments. When an
instrument is so executed, no other party to the instrument or any third party
shall be required to make any inquiry into the authority of the signing officer
or officers, or agent or agents,

     Section 5.02  Loans. No indebtedness for borrowed money shall be contracted
on the corporation's behalf and no evidences of such indebtedness shall be
issued in its name unless authorized by or under the authority of a resolution
of the board of directors. The authorization may be general or confined to
specific instances.

     Section 5.03  Checks, Drafts, etc. All checks, drafts, or other orders for
the payment of money, or notes or other evidences of indebtedness issued in the
corporation's name, shall be signed by such officer or officers, or agent or
agents of the corporation and in such manner as shall from time to time be
determined by or under the authority of a resolution of the board of directors.

     Section 5.04  Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the corporation's credit in such banks,
trust companies, or other depositories as may be selected by or under the
authority of a resolution of the board of directors.

                                   ARTICLE 6
                  Voting of Securities Owned by the Corporation

     Section 6.01  Authority to Vote. Any shares or other securities issued by
any other corporation and owned or controlled by the corporation may be voted at
any meeting of the issuing corporation's security holders by the president or
secretary of this corporation if either shall be present, or in both of their
absence by any vice-president of the corporation who may be present.

     Section 6.02  Proxy Authorization. Whenever, in the judgment of the
president or secretary, or in both of their absence, of any vice-president, it
is desirable for the corporation to execute a proxy appointment or written
consent with respect to any shares or other securities issued by any other
corporation and owned by the corporation, the proxy appointment or consent shall
be executed in the corporation's name by the president, secretary, or one of the
vice-presidents of the corporation, without necessity of any authorization by
the board of directors, countersignature, or attestation by another officer. Any
person or persons designated in this manner as the corporation's proxy or
proxies shall have full right, power, and authority to vote the shares or other
securities issued by the other corporation and owned by the corporation in the
same manner as the shares or other securities might be voted by the corporation.

                                       13



                                   ARTICLE 7
              Contracts Between the Corporation and Related Persons

     Any contract or other transaction between the corporation and one or more
of its directors, or between the corporation and any entity of which one or more
of its directors are members or employees or in which one or more of its
directors are interested, or between the corporation and any corporation or
association of which one or more of its directors are shareholders, members,
directors, officers, or employees or in which one or more of its directors are
interested, shall not be voidable by the corporation solely because of the
director's interest, whether direct or indirect, in the transaction if:

1.   the material facts of the transaction and the director's interest were
     disclosed or known to the board of directors or a committee of the board of
     directors, and a majority of disinterested members of the board of
     directors or committee authorized, approved, or specifically ratified the
     transaction; or

2.   the material facts of the transaction and the director's interest were
     disclosed or known to the shareholders entitled to vote, and a majority of
     the shares held by disinterested shareholders authorized, approved, or
     specifically ratified the transaction; or

3.   the transaction was fair to the corporation.

For purses of this Article 7, a majority of directors having no direct or
indirect interest in the transaction shall constitute a quorum of the board or a
committee of the board acting on the matter, and a majority of the shares
entitled to vote on the matter, whether or not present, and other than those
owned by or under the control of a director having a direct or indirect interest
in the transaction, shall constitute a quorum of the shareholders for the
purpose of acting on the matter.

                                   ARTICLE 8
                   Certificates for Shares and Their Transfer

     Section 8.01  Certificates for Shares. Certificates representing shares in
the corporation shall, at a minimum, state on their face all of the following:
(1) the name of the issuing corporation and that it is organized under the laws
of the state of Wisconsin; (2) the name of the person to whom issued; and (3)
the number and class of shares and the designation of the series, if any, that
the certificate represents. The share certificates shall be signed by the
president or any vice-president and by the secretary or any assistant secretary
or any other officer or officers designated by the board of directors. If the
corporation is authorized to issue different classes of shares or different
series within a class, the certificate may contain a summary of the
designations, relative rights, preferences, and limitations applicable to each
class, and the variations in rights, preferences, and limitations determined for
each series and the authority of the board of directors to determine variations
for future series. If the certificate does not include the above summary on the
front or back of the certificate, it must contain a conspicuous statement that
the corporation will furnish the shareholder with the above-described summary
information in writing, upon request and without charge. A record shall be kept
of the name of the owner or owners of the shares represented by each
certificate, the number of shares

                                       14



represented by each certificate, the date of each certificate, and in case of
cancellation, the date of cancellation. Every certificate surrendered to the
corporation for exchange or transfer shall be canceled, and no new certificate
or certificates shall be issued in exchange for any existing certificates until
the existing certificates shall have been so canceled, except in cases provided
for in Section 8.08 of these bylaws.

     Section 8.02  Shares Without Certificates. The board of directors may
authorize the issuance of any shares of any of its classes or series without
certificates. The authorization does not affect shares already represented by
certificates until the certificates are surrendered to the corporation. Within a
reasonable time after the issuance or transfer of shares without certificates,
the corporation shall send the shareholder a written statement that includes (1)
all of the information required on share certificates and (2) any transfer
restrictions applicable to the shares.

     Section 8.03  Facsimile Signatures. The share certificates may be signed
manually or by facsimile.

     Section 8.04  Signature by Former Officer. If any officer who has signed or
whose facsimile signature has been placed upon any share certificate shall have
ceased to be an officer before the certificate is issued, the corporation may
issue the certificate with the same effect as if he or she were an officer at
the date of its issue.

     Section 8.05  Consideration for Shares. The corporation's shares may be
issued for such consideration as shall be fixed from time to time by the board
of directors. The consideration to be paid for shares may be paid in cash,
promissory notes, tangible or intangible property, or services performed or
contracts for services to be performed for the corporation. When the corporation
receives payment of the consideration for which shares are to be issued, the
shares shall be deemed fully paid and nonassessable by the corporation. Before
the corporation issues shares, the, board of directors shall determine that the
consideration received or to be received for the shares is adequate. The board
of directors' determination is conclusive as to the adequacy of consideration
for the issuance of shares relative to whether the shares are validly issued,
fully paid, and nonassessable.

     Section 8.06  Transfer of Shares. Transfers of shares in the corporation
shall be made on the corporation's books only by the registered shareholder, by
his or her legal guardian, executor, or administrator, or by his or her attorney
authorized by a power of attorney duly executed and filed with the corporation's
secretary or with a transfer agent appointed by the board of directors, and on
surrender of the certificate or certificates for the shares. Where a share
certificate is presented to the corporation with a request to register for
transfer, the corporation shall not be liable to the owner or any other person
suffering a loss as a result of the registration of transfer if (1) there were
on or with the certificate the necessary endorsements, and (2) the corporation
had no duty to inquire into adverse claims or has discharged the duty. The
corporation may require reasonable assurance that the endorsements are genuine
and effective in compliance with such other regulations as may be prescribed by
or under the board of directors' authority. The person in whose name shares
stand on the corporation's books shall, to the full extent permitted by law, be
deemed the owner of the shares for all purposes.

                                       15



     Section 8.07  Restrictions on Transfer. Restrictions on transfer of the
corporation's shares shall be noted conspicuously on the front or back of the
share certificate or contained in the information statement required by Section
8.02 of these bylaws for shares without certificates. A transfer restriction is
valid and enforceable against the holder or a transferee of the holder only if
the transfer restriction is authorized by law, and the existence of the
restriction is noted on the certificate or is contained in the information
statement, as set forth above. Unless so noted, a transfer restriction is not
enforceable against a person who does not know of the transfer restriction.

     Section 8.08  Lost, Destroyed, or Stolen Certificates. If an owner claims
that his or her share certificate has been lost, destroyed, or wrongfully taken,
a new certificate shall be issued in place of the original certificate if the
owner (1) so requests before the corporation has notice that the shares have
been acquired by a bona fide purchaser; (2) files with the corporation a
sufficient indemnity bond if required by the board of directors; and (3)
satisfies such other reasonable requirements as may be prescribed by or under
the authority of the board of directors.

                                   ARTICLE 9
                      Inspection of Records by Shareholders

     Section 9.01  Inspection of Bylaws. Any shareholder is entitled to inspect
and copy the corporation's bylaws during regular business hours at the
corporation's principal office. The shareholder must give written notice in
accordance with the provisions of ch. 180 at least five business days before the
date of inspection.

     Section 9.02  Inspection of Other Records. Any shareholder who holds at
least five percent of the corporation's outstanding shares or who has been a
holder for at least six months shall have the right to inspect and copy during
regular business hours at a reasonable location specified by the corporation any
or all of the following records: (1) excerpts from any minutes or records the
corporation is required to keep as permanent records; (2) the corporation's
accounting records; or (3) the record of shareholders or, at the corporation's
discretion, a list of the corporation's shareholders compiled no earlier than
the date of the shareholder's demand. The shareholder's demand for inspection
must be made in good faith and for a proper purpose and by delivery of written
notice, given in accordance with the provisions of ch. 180 at least five
business days before the date of inspection, stating the purpose of the
inspection and the records directly related to that purpose desired to be
inspected.

                                   ARTICLE 10
                      Distributions and Share Acquisitions

     The board of directors may make distributions to its shareholders or
purchase or acquire any of its shares provided (1) after the distribution,
purchase, or acquisition the corporation will be able to pay its obligations as
they become due in the usual course of its business, and (2) the distribution,
purchase, or acquisition will not cause the corporation's assets to be less than
its total liabilities plus the amount necessary to satisfy, upon distribution,
the preferential rights of shareholders whose rights are superior to those
receiving the distribution.

                                       16



                                   ARTICLE 11
                                 Indemnification

     The corporation shall, to the fullest extent authorized by ch. 180,
indemnify any director or officer of the corporation against reasonable expenses
and against liability incurred by a director or officer in a proceeding in which
he or she was a party because he or she was a director or officer of the
corporation. These indemnification rights shall not be deemed to exclude any
other rights to which the director or officer may otherwise be entitled. The
corporation shall, to the fullest extent authorized by ch. 180, indemnify any
employee who is not a director or officer of the corporation, to the extent the
employee has been successful on the merits or otherwise in defense of a
proceeding, for all reasonable expenses incurred in the proceeding if the
employee was a party because he or she was an employee of the corporation. The
corporation may, to the fullest extent authorized by ch. 180, indemnify,
reimburse, or advance expenses of directors or officers.

                                   ARTICLE 12
                                   Fiscal Year

     The fiscal year of the corporation shall begin on the last Saturday of
January or the first Saturday of February if the last Friday of January occurs
on January 31st, and shall end on the last Friday of January in each year.

                                   ARTICLE 13
                                      Seal

     The corporation shall not have a corporate seal, and all formal corporate
documents shall carry the designation No Seal along with the signature of the
corporation's officer or officers.

                                   ARTICLE 14
                                   Amendments

     Section 14.01 By Shareholders. The shareholders may amend or repeal these
bylaws or adopt new bylaws at any annual or special shareholders' meeting.

     Section 14.02 By Directors. The board of directors may amend or repeal
these bylaws or adopt new bylaws; but no bylaw adopted or amended by the
shareholders shall be amended or repealed by the board if the bylaw so adopted
so provides.

                                       17

EX-3.35

                                                                    EXHIBIT 3.35

              THE MIDLAND GROCERY COMPANY ARTICLES OF INCORPORATION
  (Composite including all amendments and restatements through July 31, 2002)

FIRST:       The name of the corporation shall be THE MIDLAND GROCERY COMPANY.

SECOND:      Said corporation is to be located at Columbus, in Franklin County,
             Ohio, and its principal business there transacted.

THIRD:       Said corporation is formed for the purpose of buying, selling and
             dealing in groceries, foods, food-stuffs, notions, wares and
             merchandise of every kind and character, and conducting a general
             grocery and merchandise business; of manufacturing, preparing,
             preserving, refining and packing any and all goods, wares and
             merchandise, which said corporation may desire to deal in, and
             constructing, equipping and operating the necessary factories and
             plants therefor; of acquiring and holding by purchase, lease or
             otherwise, such real and personal property and interests therein,
             as may be deemed necessary, convenient and proper in the conduct of
             said company's business; of erecting warehouses, storage rooms,
             buildings and other structures and improvements, and equipping the
             same with all proper machinery, fixtures and appurtenances; of
             acquiring and holding the stocks, bonds and other securities of
             corporations and joint stock companies, to the extent and in the
             manner provided by law; and generally to have, acquire, exercise
             and enjoy all the rights, powers, privileges, immunities and
             franchises of a corporation incorporated for the purpose aforesaid.

FOURTH:      The maximum number of shares which the corporation is authorized to
             have outstanding is 6,860, which shall be divided into two classes
             consisting of 5,000 Class B preferred shares with a par value of
             $1,000 each and 1,860 common shares without a par value. The
             express terms of the shares of each class are as follows:

             (a)  No dividends shall be paid on any common shares during any
                  fiscal year until after dividends at the rate of 9% per annum
                  have been paid during that fiscal year on each Class B
                  preferred share then outstanding. After such dividends have
                  been paid, no further dividends shall be paid on Class B
                  preferred shares for that fiscal year. The right of the
                  holders of Class B preferred shares to receive dividends at
                  the above-described rate shall be cumulative.

                  After dividends have been paid on the Class B preferred shares
                  as described above, any and all further dividends during that
                  fiscal year shall be paid on the common shares.

                  Dividends shall be payable only when and as declared by the
                  board of directors.



             (b)  Upon liquidation or dissolution of the corporation, whether
                  voluntarily or involuntarily, no distributions shall be made
                  on any outstanding common shares until distributions have been
                  made to the holders of Class B preferred shares in an amount
                  equal to the par value of the Class B preferred shares plus
                  all accrued and unpaid cumulative dividends on the Class B
                  preferred shares. After all such distributions have been made
                  to the holders of Class B preferred shares all further
                  distributions shall be made on the outstanding common shares.
                  The consolidation or merger of the corporation or the sale of
                  all or substantially all of the assets of the corporation
                  shall not be considered a dissolution or liquidation of the
                  corporation for purposes of this subparagraph. The term
                  "accrued and unpaid dividends," when used in this Article,
                  shall mean the amount of all cumulative dividends accrued from
                  prior fiscal years plus the annual amount of the cumulative
                  dividend prorated on a daily basis to the date of dissolution
                  or liquidation, as the case may be, less the amount of all
                  such dividends which have been paid by that date.

             (c)  The holders of Class B preferred shares shall have no voting
                  power on any question and shall not participate in any meeting
                  or proceeding of shareholders except as expressly required by
                  statute. All voting power of the corporation shall be
                  possessed and exercisable by the holders of the outstanding
                  common shares.

             (d)  Stock dividends and stock splits with respect to shares of the
                  corporation's stock shall be effected only with shares of the
                  same class. No stock dividend or stock split shall be effected
                  with shares of one class without at the same time effecting a
                  stock dividend or stock split on the same basis with shares of
                  each other class.

FIFTH:       The corporation may purchase shares of any class issued by it, if
             and when any shareholder desires to sell those shares, at such
             price and upon such terms and conditions as may be authorized by
             the board of directors from time to time.

                         APPOINTMENT OF STATUTORY AGENT

             CT Corporation System, a corporation authorized to act as a
             statutory agent in the State of Ohio, is the agent upon which any
             process, notice, or demand required or permitted by statute to be
             served upon the corporation may be served. CT Corporation System's
             complete address is 1300 East Ninth Street, Cleveland, Ohio 44114.

                                       2

EX-3.36

                                                                    EXHIBIT 3.36

                               AMENDED & RESTATED
                             CODE OF REGULATIONS OF
                           THE MIDLAND GROCERY COMPANY

                                    ARTICLE I
                            Meetings of Shareholders

     1.01.  The annual meeting of the shareholders shall be held at such place,
at such time, and on such date during the month of April of each year as the
Board of Directors may designate from year to year or, if the Board of Directors
fails to designate otherwise in any year, at the executive offices of the
Corporation at 1:30 p.m. on the last Monday of April in that year or, if that
date is a legal holiday under Ohio law, on the first succeeding day which is not
a legal holiday.

     1.02.  Special meetings of the shareholders may be held at such times
- -places (within or without the state) as may be ordered by the Board of
Directors or by a call signed by holders of not less than ten percent (10%) of
the common stock of the Corporation.

     1.03.  Unless waived, notice of such annual and special meetings shall be
given to each holder of common shares appearing as such on the books of the
Corporation, by duly mailing the same to his address not more than thirty days
nor less than ten days prior to the date of such meeting.

     Such notice shall state the day, hour and place and the purpose or purposes
of such meeting.

     1.04.  Any shareholder, either before or after any meeting, may waive any
notice required to be given by law or under these regulations; and whenever all
the shareholders entitled to vote shall meet in person or by proxy and consent
to holding a meeting, shall be valid for all purposes, without call or notice,
and at such meeting any action may be taken.

     1.05.  The holders of shares entitling them to exercise a majority of the
Voting power of the Corporation, present in person or represented by proxy,
shall constitute a quorum for the transaction of business.

     1.06.  A shareholder may, through a written proxy, authorize another to
vote for him at all shareholders' meetings, but such proxy must be filed with
the Secretary before the person authorized thereby can vote thereunder.

     1.07.  At the annual meeting there shall be laid before the shareholders a
statement of profit and loss and a balance sheet containing a summary of assets
and liabilities as of the preceding fiscal year, together with a statement of
dividends paid and other changes in the surplus account of the Corporation
during such year.

     1.08.  Any action which may be taken at any meeting of shareholders may be
taken without a meeting if authorized by a writing signed by all of the holders
of shares who would be entitled to notice of a meeting for such purpose.

                                                                    Page 1 of 14



                                   ARTICLE II
                                    Directors

     2.01.  The number of directors of the Corporation, none of whom need be
shareholders, shall be not less than three nor more than seven, provided that
when all shares of the Corporation are owned of record by less than three
shareholders, the number of directors may be less than three but not less than
the number of shareholders. The number of directors may be fixed or changed at
any annual meeting or by the affirmative vote of the holders of the shares
entitling them to exercise a majority of the voting power of the Corporation on
such proposal.

     2.02.  Directors shall be elected at the annual meeting of shareholders,
but when the annual meeting is not held or directors are not elected thereat,
they may be elected at a special meeting called and held for that purpose. Such
election shall be by ballot whenever requested by any shareholder entitled to
vote at such election, but, unless such a request is made, the election may be
conducted in any manner approved at such meeting.

     At each meeting of shareholders for the election of directors, persons
receiving the greatest number of votes shall be directors.

     2.03.  Directors shall hold office until the annual meeting next succeeding
their election and/or until their successors are elected and qualified.

     Any vacancy in the Board of Directors caused by death or resignation may be
filled by the remaining members of the Board.

                                   ARTICLE III
                        Powers, Meetings and Compensation

     3.01.  The powers of the Corporation shall be exercised, its business and
affairs conducted, and its property controlled by the Board of Directors, except
as otherwise provided in the Articles of Incorporation, amendments thereto or
Section 1701.01 et seq. of the Revised Code of Ohio.

     3.02. A meeting of the Board of Directors shall be held at which directors
are elected and notice of such meeting need not be given.

     Meetings of the Board of Directors shall be held whenever called by the
president or any two directors.

     Notice of any special meeting of the Board of Directors shall be mailed to
each director, addressed to him at his residence or usual place of business, at
least three days before the day on which the meeting is to be held, or shall be
sent to him at such place by telegraph, cable, radio or wireless, or be given
personally or by telephone, not later than the day before the day on which the
meeting is to be held. Every such notice shall state the time and place of the
meeting, but need not state the purposes thereof. Notice of any meeting of the
Board need not be given to any director, however, if waived by him in writing or
by telegraph, cable, radio or telephone, whether before or after such meeting be
held, or if he shall be present at such meeting; and arty meeting of the Board
shall be a legal meeting without any notice thereof having been given, if all
the directors shall be present thereat.

     All meetings of the Board shall be held at the office of the Corporation,
or at such other place, within or without the State of Ohio, as the Board may
determine from time to time and as may be specified in the notice thereof.

                                                                    Page 2 of 14



     3.03.  A majority of the Board of Directors shall constitute a quorum for
the transaction of business.

     3.04.  The Directors, as such, shall not receive any salary for their
services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

     3.05.  For the government of its actions, the Board of Directors may adopt
by-laws consistent with the Articles of Incorporation and Code of Regulations.

                                   ARTICLE IV
                                    Officers

     4.01.  The officers of the Corporation shall be a president, one or more
vice presidents, if needed, a secretary and a treasurer. Any person may hold and
perform the duties of any two or more offices. The Board of Directors may
determine from time to time the number of vice presidents, if any, the
Corporation shall have. If there is more than one vice president, the Board of
Directors may establish designations for vice presidencies so as to distinguish
among them as to their order or function or both.

     4.02.  The officers of the Corporation shall hold office during the
pleasure of the Board of Directors, and, unless sooner removed by the Board of
Directors, until the organization meeting of the Board of Directors following
the date of their election and until their successors are chosen and qualified.

     The Board of Directors may remove any officer at any time, with or without
notice, by a majority vote. A vacancy in any office, however created, shall be
filled by the Board of Directors.

                                    ARTICLE V
                               Duties of Officers

     5.01.  The President shall be the active executive officer of the
Corporation and shall exercise supervision over the business of the Corporation
and over its several officers, subject, however, to the control of the Board of
Directors. He shall preside at all meetings of shareholders, and of the Board of
Directors. He shall have authority to sign all certificates for shares and all
deeds, mortgages, bonds, contracts, notes, and other instruments requiring his
signature, and shall have all the powers and duties prescribed by Title XVII of
the Revised Code of Ohio and such others as the Board of Directors may from time
to time assign to him.

     5.02.  The Vice President shall perform such duties as are conferred upon
him by these Regulations or as may from time to time be assigned to him by the
Board of Directors or the President. At the request of the President, or in his
absence or disability, the Vice President shall perform all the duties of the
President, and when so acting, shall have all the powers of the President. The
authority of the Vice President to sign in the name of the Corporation all
certificates for shares and authorized deeds, mortgages, bonds, contracts, notes
and other instruments shall be coordinate with like authority of the President.

     5.03.  The Secretary shall keep minutes of all the proceedings of the
shareholders and the Board of Directors and shall make proper record of the
same, which shall be attested by him; sign all certificates for shares, and all
deeds, mortgages, bonds, contracts, notes and other instruments executed by the

                                                                    Page 3 of 14



Corporation requiring his signature; give notice of meetings of shareholders and
directors; produce, on request, at each meeting of shareholders for the election
of directors a certified list of shareholders arranged in alphabetical order,
keep such books as may be required by the Board of Directors, file all reports
to states and to the Federal government and perform such other and further
duties as may from time to time be assigned to him by the Board of Directors or
by the President.

     5.04.  The Treasurer shall have general supervision of all finances; he
shall receive and have in charge all money, bills, notes, deeds, leases,
mortgages and similar property belonging to the Corporation, and shall do with
the same as may be from time to time required by the Board of Directors. He
shall cause to be kept adequate and correct accounts of the business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, stated capital, and shares, together
with such other accounts as may be required and, upon the expiration of his
terra of office, shall turn over to his successor or to the Board of Directors
all property, books, papers and money of the Corporation in his hands; and he
shall perform such other duties as from time to time may be assigned to him by
the Board of Directors.

     5.05.  The Board of Directors may appoint such assistant and subordinate
officers as it may deem desirable. Each such officer shall hold office during
the pleasure of the Board of Directors and perform such duties as the Board of
Directors may prescribe.

                                   ARTICLE VI
                    Indemnification of Directors and Officers

     6.01.  Indemnification. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative (other than an action threatened or instituted directly by the
Corporation) by reason of the fact that he is or was a Director, Officer,
employee, or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees), judgements, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

     6.02.  Discretionary Indemnification. The Corporation may indemnify, or
agree to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending, or completed action or suit which is
threatened or instituted by the Corporation directly (rather than a derivative
action in the right of the Corporation) to procure a judgment in its favor by
reason of the fact that he is or was a Director, officer, employee, or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another corporation,
partnership, joint venture, or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, except that no
such indemnification shall be made in respect of any claim, issue or matter as
to which such person shall have been adjudged to be liable for negligence, or
misconduct in the performance of his duty to the Corporation unless and only to
the extend that the Court of Common Pleas of Franklin County, Ohio, or the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all the circumstances of
the case, such person is fairly and

                                                                    Page 4 of 14



reasonably entitled to indemnity for such expenses as such Court of Common Pleas
or such other Court shall deem proper.

     6.03.  Indemnification for Expenses. To the extent that a director,
trustee, officer, employee, or agent has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
6.02, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     6.04.  Determination Required. Any indemnification under Sections 6.01 and
6.02 unless ordered by a court) shall be made by the Corporation only upon a
determination that the indemnification of the director, trustee, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 6.01 and 6.02. Such
determination shall be made (A) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not and are not parties to such
action, suit or proceeding or (B) if such a quorum is not obtainable or if a
majority of a quorum of disinterested Directors so directs, in a written opinion
by independent legal counsel, or (C) by the shareholders. Any determination made
by the disinterested Directors or by independent legal counsel under this
Section 6.04 to provide indemnity under Section 6.01 to a person threatened or
sued in the right of the Corporation (derivatively) shall be promptly
communicated to the person who threatened or brought the derivative action or
suit in the right of the Corporation, and such person shall have the right,
within 10 days after receipt of such notification, to petition the Court of
Common Pleas of Franklin County, Ohio or the court in which action or suit was
brought to review the reasonableness of such determination.

     6.05.  Advances for Expenses. Expenses (including attorneys' fees) incurred
in defending any civil or criminal action, suit, or proceeding referred to in
Sections 6.01 and 6.02 may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf of
the director, trustee, officer, employee, or agent to repay such amount, unless
it shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article VI.

     6.06.  Article VI Not Exclusive. The indemnification provided by this
Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under the Articles or the Regulations or
any agreement, vote of shareholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director, trustee, officer, employee, or agent and shall inure to the
benefit of the heirs, executors, and administrators of such a person.

     6.07.  Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article VI.

     6.08.  Definition of "the Corporation". As used in this Article VI,
references to "the Corporation" include all constituent corporations in a
consolidation or merger and the new or surviving corporation, so that any person
who is or was a director, trustee, officer, employee or agent of such a
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,

                                                                    Page 5 of 14



trustee, officer, employee, or agent of another corporation, partnership, joint
venture, or other enterprise, shall stand in the same position under the
provisions of this Article VI with respect to the new or surviving corporation
as he would if he had served the new or surviving corporation in the same
capacity.

                                   ARTICLE VII
                              Certificates of Stock

     7.01.  Certificates for shares shall bear the signatures of such officers
and shall contain such statements as are required by law and shall otherwise be
in such form as the Board of Directors may from time to time determine or
approve.

     7.02.  Shares shall be transferable on the books of the Corporation by the
holders thereof in person or by duly authorized attorney, upon surrender and
cancellation for certificates of a like number of shares of the same class, with
duly executed assignment and power of transfer endorsed thereon or attached
thereto, and with such proof of the authenticity of the signatures as the
company may reasonably require.

     7.03.  No certificate for shares shall be issued in place of any
certificate alleged to have been lost, stolen or destroyed except upon the
production of such evidence of the loss, theft or destruction, and upon
indemnification of the Corporation and its agents to such extent and in such
manner as the Board of Directors may from time to time prescribe or require.

                                  ARTICLE VIII
                                   Fiscal Year

     The fiscal year of the Corporation shall end on the 31st day of December in
each year, or on such other date as may be fixed from time to time by the Board
of Directors.

                                   ARTICLE IX
                                      Seal

     The Board of Directors shall provide a suitable seal containing the name of
the Corporation.

                                    ARTICLE X
                 Contracts, Checks, Notes and Other Instruments

     All contracts, agreements and other instruments authorized by the Board of
Directors, and all checks, drafts, notes, bonds, bills of exchange and orders
for the payment of money shall, unless otherwise directed by the Board of
Directors, or unless otherwise required by law, be signed by any two of the
following officers: President, Vice President, Secretary or Treasurer. The Board
of Directors may, however, authorize any one of said officers to sign checks,
drafts and orders for the payment of money singly and without the necessity of
countersignature, and may designate officers and employees of the Corporation
other than those named above, or different combinations of such officers and
employees, who may, in the name of the Corporation, execute checks, drafts and
orders for the payment of money in its behalf.

                                                                    Page 6 of 14



                                   ARTICLE XI
                                    Dividends

     The Board of Directors shall declare such dividends as they may deem it
prudent to divide, payable at such time and place as they may determine.

                                   ARTICLE XII
                                Order of Business

     At the shareholders' annual meeting the order of business shall be as
follows:

     1.      Reading of minutes of previous meeting and acting thereon.
     2.      Reports of Directors and Committees.
     3.      Financial Report or Statement.
     4.      Reports of President or other officers.
     5.      Unfinished business.
     6.      Election of directors.
     7.      New or miscellaneous business.

     This order may be changed by affirmative vote of a majority of the
shareholders present.

                                  ARTICLE XIII
                                   Amendments

     This Code of Regulations may be amended or replaced at any meeting of
shareholders called for that purpose by the vote of a majority of the shares
represented at the meeting.

                                   ARTICLE XIV
                             Officers And Directors
             Liability And Indemnity; Transactions With Corporation

     14.01.  Definitions Applicable to Article XIV.

             (a)   "Applicable Corporate Law" shall mean those statutes
comprising the general corporation law of the jurisdiction in which the
Corporation is incorporated, as amended from time to time.

     (b) "Breach of Duty" shall mean conduct of a Director or Officer
constituting any one or more of the following:

                   (1)   A willful failure to deal fairly with the Corporation
or its stockholders in connection with a matter in which the Director or Officer
has a material conflict of interest.

                   (2)   A violation of criminal law, unless the Director or
Officer had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe his or her conduct was unlawful.

                                                                    Page 7 of 14



                   (3)   A transaction from which the Director or Officer
derived an improper personal profit.

                   (4)   Willful misconduct.

                   (5)   With respect to any matter or decision being considered
by the Board of Directors or any other officer, such Director or Officer
intentionally or recklessly;

                         (i)   makes any untrue statement or disclosure to the
Board or other Officer of known material information; or

                         (ii)  omits to state or otherwise disclose to the Board
or other Officer known material information necessary in order to make the
information known to have been communicated to the Board or other Officer not
misleading under the circumstances then existing; or

                         (iii) omits to state or otherwise disclose to the Board
or other Officer known material information which is (or reasonably should be)
known to the Director or Officer to be relevant to the matter or decision under
consideration, regardless of whether or not such information is specifically
requested by the Board or other Officer.

             (c)   "Claim" means any threatened or asserted claim or cause of
action involving actual or potential liability of a Director or Officer arising
from any act or omission of such person alleged or determined to have been
negligent, grossly negligent or intentionally tortious or to have violated any
state or federal securities laws (including any rule or regulation thereunder)
or the Employee Retirement Income Security Act of 1974 or any other foreign,
federal, state or local law, rule or regulation which is asserted or brought by
or in the right of the Corporation or by any governmental authority or any other
person or entity.

             (d)   "Director or Officer" means any of the following:

                   (1)   A natural person who is or was: (i) a director (elected
or appointed by the stockholders or Board of Directors); or (ii) an officer
(elected or appointed by the Board of Directors) of the Corporation; or (iii) a
Trustee.

                   (2)   A natural person who, while such a director or officer
of the Corporation, is or was serving either pursuant to the Corporation's
specific request or as a result of the nature of such person's duties to the
Corporation as a director, officer, partner, trustee, member of any governing or
decision making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.

                   (3)   A natural person who, while such a director or officer
of the Corporation, is or was serving an employee benefit plan because his or
her duties to the Corporation also impose duties on, or otherwise involve
services by, the person to the plan or to participants in or beneficiaries of
the plan.

                   (4)   Unless the context requires otherwise, the estate or
personal representative of any such director, officer or Trustee.

This term is not intended to include any person who holds a position of title of
Vice President or other apparent office without formal election or appointment
by the Board of Directors.

                                                                    Page 8 of 14



             (e)   "Disinterested Majority" shall mean a majority of the Board
of Directors of the Corporation who are not Parties to the subject Proceeding or
any related Proceeding.

             (f)   "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

             (g)   "Liability" includes the obligation to pay any sums or
perform any acts pursuant to a settlement, penalty, assessment, forfeiture,
fine, or judgment, including (without limitation) any excise tax assessed with
respect to any employee benefit plan, punitive damages, costs, and expenses.

             (h)   "Party" includes a natural person who was or is, or who is
threatened to be made, a named defendant or respondent to a Claim in a
Proceeding.

             (i)   "Proceeding" means any threatened, pending or completed
civil, criminal, administrative or investigative action, suit, arbitration or
other proceeding of any kind, whether formal or informal, in which a Claim is or
may be asserted against a Director or Officer or in which the Director or
Officer is a witness.

     14.02.  Director and Officer Liability Limitations.

             (a)   No Director or Officer shall be liable to the Corporation,
its shareholders or any person asserting rights on behalf of the Corporation or
its shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or other tortious or otherwise culpable conduct, unless
the person asserting liability proves by clear and convincing evidence that the
Breach of Duty was undertaken with deliberate intent to cause injury to the
Corporation or reckless disregard for the best interests of the Corporation. In
addition to and not in limitation of the foregoing, no Director or Officer shall
have any liability for acts or omissions constituting business judgment within
the business judgment rule.

             (b)   The provisions of this Section 14.02 shall not be exclusive
of any other defenses such a Director or Officer may have with respect to any
Claim asserting a Liability.

             (c)   The Board of Directors (by majority vote or consent) may
grant similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.

     14.03.  Mandatory Indemnification.

             (a)   Indemnification for Expenses. The Corporation shall indemnify
a Director or Officer for all Expenses incurred (i) in the successful defense of
any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as a
non-Party witness in any Proceeding.

             (b)   Indemnification for Liability and Expenses. The Corporation
shall indemnify a Director or Officer for all Liability and Expenses with
respect to any Claim against such person in a Proceeding to which such person
was a Party because he or she is or was a Director or Officer, unless such
Liability and Expenses were incurred because the Director or Officer is
determined to have engaged in conduct constituting a Breach of Duty.

                                                                    Page 9 of 14



             (c)   Indemnification Exclusion for Collateral Sources.
Notwithstanding the foregoing provision of this Section 14.03, indemnification
shall not be required for any Liability or Expenses to the extent the same have
been paid or are covered under any collectible insurance policy or are otherwise
paid or reimbursed by any third party under a legal or contractual obligation to
do so.

             (d)   Reliance on Applicable Corporation Law or Bylaw. Without
intending to limit the generality of the indemnification rights provided under
subsections 14.03(a) and (b) above, the Corporation shall indemnify a Director
or Officer for all Liability and Expenses with respect to any Claim against such
person in a Proceeding which is based, in whole or in part, on such person's
reliance on the validity of any provision of the Applicable Corporation Law or
these Bylaws, even though it is thereafter determined that such provision was
invalid or otherwise could not have justifiably been relied upon.

     14.04.  Procedural Requirements for Determination That Indemnification is
Proper.

             (a)   Written Request for Indemnification. A Director or Officer
who seeks indemnification shall make a written request therefor to the
Corporation, selecting a means for determining his or her right to
indemnification as provided under subsection 14.04(b) hereof.

             (b)   Determination of Indemnification. Within 60 days of receipt
by the Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:

                   (1)   by majority vote of a Disinterested Majority if so
designated by the Director or Officer seeking indemnification. If a
Disinterested Majority cannot be obtained, the Director or Officer may designate
that such determination be made by a majority vote of a committee duly appointed
by the Board of Directors and consisting solely of two or more directors not at
the time Parties to the same or related Proceedings. Directors who are Parties
to the same or related Proceedings may participate in the designation of members
of the committee;

                   (2)   by independent legal counsel if so designated by the
Director or Officer; provided that such counsel shall be mutually selected by
such Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;

                   (3)   by a panel of three arbitrators if so designated by the
Director or Officer, which shall be selected from the panel of arbitrators of
the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or Officer, the second
arbitrator shall be selected by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings, and the
third arbitrator shall be selected by the two previously selected arbitrators,
and (yy) in all other respects, such panel shall be governed by the American
Arbitration Association's then existing Commercial Arbitration Rules, except the
fees of all arbitrators shall be shared equally by the Corporation and the
Director or Officer; or

                   (4)   by a court if so designated by the Director or Officer,
pursuant to and in accordance with the Applicable Corporation Law.

The results and basis of the determination made hereunder shall be submitted in
writing to the Corporation and the Director or Officer (the "Indemnity
Decision").

                                                                   Page 10 of 14



             (c)   No Presumption Created. The termination of a Proceeding by
judgment, order, settlement or conviction, or upon a plea of no contest or an
equivalent plea, does not, by itself, create a presumption that indemnification
of the requested amount of Liabilities and Expenses of the Director or Officer
is not required.

             (d)   Payment of Liabilities and Expenses; Waiver of Claims.

                   (1)   If it is determined that indemnification is required
hereunder, the Corporation shall pay the Director or Officer the entire
requested amount of Liabilities and Expenses (net of any Expenses previously
advanced pursuant to Section 14.05), within 10 days of receipt of the Indemnity
Decision, provided, that if it is determined that a Director or Officer is
entitled to indemnification against Liabilities and Expenses incurred in
connection with some Claims, but not as to others (such as if Claims are
asserted to involve some conduct constituting a Breach of Duty and other conduct
which does not), payment of the Liability and Expenses shall be apportioned by
applying the following:

     If the Director or Officer sustains Liability for equal dollar amounts to a
     given party or person under two or more Claims arising from the same
     general conduct, transaction or series of events (even though divisible for
     purposes of establishing Liability), one of which would require
     indemnification and the other of which would not, it shall be conclusively
     presumed that the Liability and all Expenses related thereto were sustained
     and incurred solely with respect to the Claim for which indemnification is
     required; and if the Director or Officer sustains Liability and Expenses
     for different dollar amounts to a given party or person under two or more
     Claims arising from the same general conduct, transaction or series of
     events (even though divisible for purposes of establishing Liability), one
     of which would require indemnification and the other of which would not, it
     shall be conclusively presumed that the Liability for which indemnification
     is required is the sole Liability up to the dollar amount thereof (the
     "covered Liability") and the Liability for which indemnification is not
     required (the "Non-Covered Liability") is reduced by the amount of the
     Covered Liability (resulting in a "Net Non-Covered Liability") and the
     Expenses shall be apportioned on the basis of the respective amounts of the
     Covered Liability and the Net Non-Covered Liability such that the Director
     or Officer shall be entitled to indemnification for the Covered Liability
     and the apportioned Expenses attributable to such Covered Liability. The
     foregoing shall apply regardless of whether the Claim for the Non-Covered
     Liability and the resulting Expenses in defense thereof occurs prior to or
     following assertion of the Claim for the Covered Liability and regardless
     of the actual time, effort and Expenses involved in defense of the
     respective Claims.

                   (2)   The Corporation waives all right and claims against
each Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

             (e)   Binding Effect. An Indemnity Decision finding that
indemnification is required hereunder shall be binding upon the Corporation,
unless unsupported by any credible or resulting from a clearly erroneous
application of substantive law.

                                                                   Page 11 of 14



     14.05.  Advancement of Expenses.

             (a)   Procedure. Upon written request by a Director or Officer who
is a non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in conduct constituting a Breach of Duty;
(ii) an executed written undertaking by the Director or Officer to repay any
advances made under this Section if it is ultimately determined that the
Director or Officer is not entitled to be indemnified by the Corporation; and
(iii) written evidence of the Expenses incurred.

             (b)   Ability to Repay; Undertaking to be Unsecured. The
undertaking provided in this Section shall be accepted by the Corporation
without reference to the Directors' or Officers' ability to repay the allowance.
The undertaking shall be unsecured and the Director or Officer shall not be
required to pay interest on such amounts prior to a final determination that
repayment is required.

     14.06.  Right of Director or Officer to Bring Suit. If an Indemnity
Decision is not issued within the time specified or such Indemnity Decision
finds that the Director or Officer is not entitled to indemnification or the
Corporation fails to make prompt payment pursuant to an Indemnity Decision, or a
request for an advancement of Expenses under Section 14.05 is refused, the
Director or Officer may at any time thereafter bring suit against the
Corporation to recover the unpaid Liability and/or Expense. If successful in
whole or in part in any such suit, or in a suit brought by the Corporation to
recover an advancement or Expenses pursuant to the terms of an undertaking, the
Director or Officer shall be entitled to recover the expense of successfully
prosecuting or defending such suit. If the Director or Officer engaged in
conduct constituting a Breach of Duty, such fact: (i) shall be a defense to any
claim for indemnification against the Corporation (except for advancement of
Expenses prior to completion of a Proceeding); and (ii) shall entitle the
Corporation to recover all Expenses advanced prior to completion of the
Proceeding pursuant to the terms of the undertaking once such fact has been
established or admitted by the Director or Officer.

     An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

     14.07.  Permissible Considerations. A Director or Officer, in the discharge
of his or her duties to the Corporation and in making any decision or performing
any other act in such capacity, is not limited to considering only the economic
interests of shareholders in determining what is best for the Corporation, but
may also consider the following: (a) the effects of the action on employees,
suppliers and customers of the Corporation; (b) effects on the community in
which the Corporation operates; and (c) any other factors the Director or
Officer considers pertinent.

     14.08.  Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and

                                                                   Page 12 of 14



competent as to the matters presented or as to which the Director or Officer has
no compelling reason to believe is not reliable or competent; (b) legal counsel,
public accountants or other persons as to matters the Director or Officer
believes in good faith are within the person's professional or expert
competence; and (c) information presented to the Board of Directors by any
person, officer, employee or committee of the Board where it is believed in good
faith the report merits confidence or where the Director or Officer has no
compelling reason to believe it does not merit confidence.

     14.09.  Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer against any Liability
asserted against or incurred by the individual in any such capacity or arising
out of his status as such, regardless of whether the Corporation is required or
authorized to indemnify such person for Liability or Expenses under this
Article.

     14.10.  Severability and Intent. If any provision of this Article shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.

     14.11.  Notice to the Corporation. A Director or Officer shall promptly
notify the Corporation in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.

     14.12.  Indemnification and Allowance of Expenses of Certain Others.

             (a)   Employee of Authorized Agent. The Board of Directors may, in
its sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.

             (b)   Indemnity Agreements. The Board of Directors, by majority
vote or consent, may authorize the Corporation to enter written indemnity
agreements with: (i) any Director or Officer of the Corporation, which may
further expand the indemnification rights provided under these Bylaws or the
Applicable Corporation Law; and (ii) any employee or agent of the Corporation,
which may extend to such person the same, greater or lesser rights of
indemnification and reliance as those afforded to Directors and Officers under
this Article.

     14.13.  Amendment. This Article may only be altered, amended or repealed by
a vote of not less than two-thirds of the Corporation's outstanding Class A
common stock entitled to vote, provided, however, that the Board of Directors
may alter or amend this Article without such stockholder approval if any such
alteration or amendment is (a) made in order to conform to any amendment or
revision of the Applicable Corporation Law, which (i) expands or permits the
expansion of a Director's or Officer's right to indemnification thereunder; (ii)
limits or eliminates, or permits the limitation or elimination of, the liability
of a Director or Officer; or (iii) is otherwise beneficial to the Directors and
Officers or (b) an

                                                                   Page 13 of 14



alteration or amendment which is otherwise deemed by the Board of Directors to
be an immaterial modification. No amendment of this Article shall terminate,
reduce or impair a Director's or Officer's rights to indemnification for any
act, occurrence or event taking place prior to the effective date of such
amendment and delivery of notice thereof to such Director or Officer, regardless
of when any Claim relating thereto is actually asserted.

     14.14.  Nonexclusivity of Article XIV. The rights of a Director or Officer
(or any other person) granted under this Article shall not be deemed exclusive
of any other rights to indemnification against Liabilities or allowance of
Expenses which the Director or Officer (or such other person) may be entitled to
under any written agreement, Board of Directors resolution, vote of shareholders
of the Corporation or under the Applicable Corporation Law or otherwise. Nothing
contained in this Article shall be deemed to limit the Corporation's obligations
to indemnify against Liabilities or allow expenses to a Director or Officer
under the Applicable Corporation Law.

                                                                   Page 14 of 14

EX-3.37

                                                                    EXHIBIT 3.37

                ULTRA MART FOODS, INC. ARTICLES OF INCORPORATION
   (Composite including all amendments and restatements through July 31, 2002)

Article 1.    The name of the corporation is ULTRA MART FOODS, INC.

Article 2.    The period of existence shall be:  Perpetual.

Article 3.    The purposes shall be to engage in any lawful activities
              authorized by Chapter 180 of the Wisconsin Statutes.

Article 4.    The number of shares which it shall have authority to issue,
              itemized by classes, par value of shares, shares without par
              value, and series, if any, within a class, is:



                        Series                                  Par value per share or statement
        Class          (if any)         Number of Shares        that shares are without par value
        -----          --------         ----------------        --------------------------------
                                                       
       Common            None                 100                 $100.00 per share par value


Article 5.    The preferences, limitations, designation, and relative rights of
              each class or series of stock, are:  None.

Article 6.    The minimum amount of consideration for its shares to be received
              by the corporation before it shall commence business is $1,000.00

Article 7.    Address of registered office is: 23000 Roundy Drive, Pewaukee,
              Wisconsin 53072.

Article 8.    Name of registered agent at such address is: Edward G. Kitz.

Article 9.    The number of directors constituting the initial board of
              directors shall be: seven (7).

Article 10.   The name and address of incorporator is:

                     NAME                                  ADDRESS
                                                  (number, street and city)

                  E.M. Dexter                 241 North Broadway
                                              Milwaukee 2, Wisconsin

Article 11.   (other provisions)  None

EX-3.38

                                                                    EXHIBIT 3.38

                         AMENDED AND RESTATED BYLAWS OF
                             ULTRA MART FOODS, INC.

ARTICLE 1 - STOCKHOLDERS MEETINGS

         1.01 Annual Meeting. The annual meeting of the stockholders of this
Corporation shall be held on the Thursday following the second Wednesday of
February of each year, the first annual meeting to be held on the 14th day of
February, 1952.

         1.02 Special Meetings. Special meetings of the stockholders may be
called at any time by the Board of Directors or any number of the stockholders
entitled to vote holding of record together at least twenty-five percent (25%)
of the capital stock then issued and outstanding.

         1.03 Regular Meetings. All regular stockholders meetings shall be held
in the City of Milwaukee at such place or places as may be designated from time
to time by the President of this Corporation, and all special meetings of the
stockholders shall be held in the City of Milwaukee at such place or places as
may be designated in the notice of the holding of said meeting.

         1.04 Notice Requirements. Notice of the time and place of holding every
stockholders meeting shall be given by service of a written or printed notice
thereof upon each stockholder of record, or by mailing the same, postage
prepaid, to his post office address (as appears upon the books of the company),
at least three (3) days before the time of holding of each such meeting.

         1.05 Quorum. A quorum of stockholders shall consist of members holding
a majority of the outstanding capital stock of the Corporation, entitled to
vote, which quorum must be present in person or by proxy, at every meeting of
the stockholders to constitute a valid meeting; provided, however, that if a
sufficient number to constitute a quorum do not attend at the time and place
appointed for any meeting, those who do attend may adjourn from time to time
until a meeting is regularly constituted and the Secretary shall promptly notify
those who do not attend of each such adjournment.

                                      -1-



         1.06 Proxy Votes. Stockholders may vote by proxy at any regular or
special meeting of the stockholders, provided, however, that said proxy or
proxies are duly filed with the Secretary of the Corporation at or prior to the
date of said meeting. Any officer, director or stockholder, if thereunto duly
authorized in writing, may act as proxy.

         1.07 Minutes of Meetings. The Secretary shall keep a correct and
complete record of all stockholders, meetings and all proceedings of the
Corporation which shall be attested by his signature.

ARTICLE II - BOARD OF DIRECTORS

         2.01 Directors. The Board of Directors shall consist of three (3)
members. They shall be chosen annually by the stockholders and shall hold office
until the holding of the regular annual meeting succeeding the election and
until their respective successors are elected and have qualified. In case of a
vacancy in the Board of Directors, or any vacancy created by an increase in the
authorized number of directors, such vacancy shall be filled by the Board, such
appointee to hold office until the next ensuing general election.

         2.02 Election of Officers. As soon as may be after their election, the
Board of Directors shall annually choose one of their number President, two
Vice-Presidents, Secretary, and Treasurer. The Board of Directors shall also
appoint such other officers and agents of the Corporation as the Board may deem
proper, and the Board may prescribe their duties and compensation.

         2.03 Meeting of the Board. The Board of Directors shall hold a regular
directors, meeting immediately following the annual meeting of the stockholders.
Special meetings of the Board may be held at any time upon call of any director.
Notice of all meetings of the Board except the regular meetings shall be mailed
to the members of the Board by the Secretary of the Corporation at least three
(3) days prior to the time of the holding of such meeting, provided,

                                      -2-



however, that such notice may be dispensed with if all the directors are present
and consent to the holding of such meeting,

         2.04 Regular Meeting. The regular meeting of the Board shall be held at
the same place where the annual meeting of the stockholders immediately
preceding said directors, meeting is held. All special meetings of the Directors
shall be held in the City of Milwaukee at such place as shall be designated by
the Director calling the meeting.

         2.05 Quorum.  A majority of the Directors of this Corporation convened
according to these By-Laws shall constitute a quorum for the due transaction of
business.

         2.06 Record of Proceeding. The Board shall keep a correct and complete
record of all its proceedings which shall be attested to by the signature of the
Secretary whose duty it shall be to keep such records, and on any question the
names of those voting each way shall be entered on the record of the proceedings
if any number at any time requires it.

ARTICLE III - CAPITAL STOCK AND CERTIFICATES

         3.01 Certificates. Certificates of stock of this Corporation shall be
issued under the direction of the Board of Directors sealed with the corporate
seal, and signed by the President and Secretary.

         3.02 Transfer of Stock. No transfer of stock shall affect the right of
the Corporation to pay any dividend due upon the stock or to treat the holder of
record as the holder in fact, until such transfer is recorded upon the books of
the Corporation, or a new certificate is issued to the person to whom it has
been transferred.

         3.03 Stock Book. The Secretary shall keep a stock book containing the
names of all the stockholders of record since the organization of the company,
showing the place of residence, amount of stock of each stockholder respectively
and also the number and designations of each certificate of stock and the
parties by and to whom transferred.

                                      -3-



         3.04 The Directors may at any time, by resolution, close the books of
stock transfer for a period not exceeding fifteen (15) days as incident to the
declaring of a dividend, the holding of a stockholders, meeting or for any other
purpose; and no transfer shall be recorded or entitled to record while said
books are so closed.

         3.05 Surrender of Certificates. The stockholder to whom a stock
certificate has been issued shall not be allowed to make any transfer of record
of the shares therein mentioned or any part thereof without delivery of said
certificates to the Corporation for cancellation.

ARTICLE IV - BOOKS, RECORDS, STATEMENTS, ETC.

         4.01 Books of Account. The Board of Directors shall cause regular, full
and correct books of account to be kept and to be settled and balanced at least
once in every year. The principal books of account of this Corporation,
including its stock book, shall be kept at its principal office and shall at all
reasonable times be opened to the inspection of the stockholders.

ARTICLE V - DUTIES OF OFFICERS

         5.01 President. The principal duties of the President shall be to
preside at all meetings of the Board of Directors and he shall have the general
supervision of the affairs of the Corporation.

         5.02 Vice President. The principal duties of the Vice-Presidents shall
be to discharge the duties of the President in the event of his absence or
disability, for any cause whatever.

         5.03 Secretary. The principal duties of the Secretary shall be to
countersign all deeds, leases and conveyances executed by the Corporation, affix
the seal of the Corporation thereto, and to such other papers as shall be
required or directed to be sealed; to keep a record of the proceedings of the
Board of Directors; and to safely and systematically keep all books, papers,
records and documents belonging to the Corporation, or in any wise pertaining to
the business thereof.

                                      -4-



         5.04 Treasurer. The principal duties of the Treasurer shall be to keep
and account for all moneys, credits and property, of any and every nature, of
the Corporation, which shall come into his hands; to keep an accurate account of
all moneys received and disbursed, and proper vouchers for moneys disbursed; and
to render such accounts, statements and inventories of moneys received and
disbursed, and of money and property on hand, and generally of all matters
pertaining to this office, as shall be required by the Board of Directors.

         5.05 Any plurality of said offices may be held by the same person
except that the same person may not be both President and Vice-President or both
President and Secretary.

         5.06 Corporate Funds.  All funds of the Corporation are to be placed in
such bank or banks and are to be disbursed in such manner as may be determined
from time to time by the Board of Directors of this Corporation.


ARTICLE VI - AMENDMENTS

         These Bylaws may be amended at any time by the Board of Directors of
this Corporation or by stockholders entitled to vote and owning of record at
least two-thirds (2/3rds) of the outstanding capital stock of this Corporation
entitled to vote.

ARTICLE VII - OFFICERS AND DIRECTORS LIABILITY AND INDEMNITY; TRANSACTIONS WITH
CORPORATION

         7.01. Definitions Applicable to Article VII.

         (a)  "Applicable Corporate Law" shall mean those statutes comprising
the general Corporation law of the jurisdiction in which the Corporation is
incorporated, as amended from time to time.

         (b)  "Breach of Duty" shall mean conduct of a Director or Officer
constituting any one or more of the following:

                                      -5-



          (1)  A willful failure to deal fairly with the Corporation or its
stockholders in connection with a matter in which the Director or Officer has a
material conflict of interest.

          (2)  A violation of criminal law, unless the Director or Officer had
reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful.

          (3)  A transaction from which the Director or Officer derived an
improper personal profit.

          (4)  Willful misconduct.

          (5)  With respect to any matter or decision being considered by the
Board of Directors or any other officer, such Director or Officer intentionally
or recklessly;

               (i)   makes any untrue statement or disclosure to the Board or
other Officer of known material information; or

               (ii)  omits to state or otherwise disclose to the Board or other
Officer known material information necessary in order to make the information
known to have been communicated to the Board or other Officer not misleading
under the circumstances then existing; or

               (iii) omits to state or otherwise disclose to the Board or other
Officer known material information which is (or reasonably should be) known to
the Director or Officer to be relevant to the matter or decision under
consideration, regardless of whether or not such information is specifically
requested by the Board or other Officer.

     (c)  "Claim" means any threatened or asserted claim or cause of action
involving actual or potential liability of a Director or Officer arising from
any act or omission of such

                                      -6-



person alleged or determined to have been negligent, grossly negligent or
intentionally tortious or to have violated any state or federal securities laws
(including any rule or regulation thereunder) or the Employee Retirement Income
Security Act of 1974 or any other foreign, federal, state or local law, rule or
regulation which is asserted or brought by or in the right of the Corporation or
by any governmental authority or any other person or entity.

         (d)    "Director or Officer" means any of the following:

                (1)    A natural person who is or was: (i) a director (elected
or appointed by the stockholders or Board of Directors); or (ii) an officer
(elected or appointed by the Board of Directors) of the Corporation; or (iii) a
Trustee.

                (2)    A natural person who, while such a director or officer of
the Corporation, is or was serving either pursuant to the Corporation's specific
request or as a result of the nature of such person's duties to the Corporation
as a director, officer, partner, trustee, member of any governing or decision
making committee, employee or agent of another corporation or foreign
corporation, partnership, joint venture, trust or other enterprise.

                (3)    A natural person who, while such a director or officer of
the Corporation, is or was serving an employee benefit plan because his or her
duties to the Corporation also impose duties on, or otherwise involve services
by, the person to the plan or to participants in or beneficiaries of the plan.

                (4)    Unless the context requires otherwise, the estate or
personal representative of any such director, officer or Trustee.

         This term is not intended to include any person who holds a position of
title of Vice President or other apparent office without formal election or
appointment by the Board of Directors.

                                      -7-



     (e)  "Disinterested Majority" shall mean a majority of the Board of
Directors of the Corporation who are not Parties to the subject Proceeding or
any related Proceeding.

     (f)  "Expenses" includes all reasonable fees, costs, charges,
disbursements, attorneys' fees and any other expenses incurred by a Director or
Officer in connection with a Proceeding if such person was a Party because he or
she is or was a Director or Officer.

     (g)  "Liability" includes the obligation to pay any sums or perform any
acts pursuant to a settlement, penalty, assessment, forfeiture, fine, or
judgment, including (without limitation) any excise tax assessed with respect to
any employee benefit plan, punitive damages, costs, and expenses.

     (h)  "Party" includes a natural person who was or is, or who is threatened
to be made, a named defendant or respondent to a Claim in a Proceeding.

     (i)  "Proceeding" means any threatened, pending or completed civil,
criminal, administrative or investigative action, suit, arbitration or other
proceeding of any kind, whether formal or informal, in which a Claim is or may
be asserted against a Director or Officer or in which the Director or Officer is
a witness.

     7.02 Director and Officer Liability Limitations.

     (a)  No Director or Officer shall be liable to the Corporation, its
shareholders or any person asserting rights on behalf of the Corporation or its
shareholders, for damages, settlements, fines, penalties or other monetary
liabilities arising from a breach of, or failure to perform, any duty resulting
solely from his or her status as a Director or Officer, regardless of whether
constituting negligence or other tortious or otherwise culpable conduct, unless
the person asserting liability proves that the breach or failure to perform
constitutes a Breach of Duty or conduct for which the Director is liable under
Section 180.0828 of the Wisconsin Business Corporation Law. In addition to and
not in limitation of the foregoing, no Director or Officer

                                      -8-



shall have any liability for acts or omissions constituting business judgment
within the business judgment rule.

     (b)   The provisions of this Section 7.02 shall not be exclusive of any
other defenses such a Director or Officer may have with respect to any Claim
asserting a Liability.

     (c)   The Board of Directors (by majority vote or consent) may grant
similar limitations on the Liability of any employee of the Corporation
(relating to performance of his or duties as an employee) by written agreement
with such employee executed by the President.

     7.03  Mandatory Indemnification.

     (a)   Indemnification for Expenses. The Corporation shall indemnify a
Director or Officer for all Expenses incurred (i) in the successful defense of
any Claim (on the merits or otherwise) in a Proceeding and/or (ii) as a
non-Party witness in any Proceeding.

     (b)   Indemnification for Liability and Expenses. The Corporation shall
indemnify a Director or Officer for all Liability and Expenses with respect to
any Claim against such person in a Proceeding to which such person was a Party
because he or she is or was a Director or Officer, unless such Liability and
Expenses were incurred because the Director or Officer is determined to have
engaged in conduct constituting a Breach of Duty.

     (c)   Indemnification Exclusion for Collateral Sources. Notwithstanding the
foregoing provision of this Section 7.03, indemnification shall not be required
for any Liability or Expenses to the extent the same have been paid or are
covered under any collectible insurance policy or are otherwise paid or
reimbursed by any third party under a legal or contractual obligation to do so.

     (d)   Reliance on Applicable Corporation Law or Bylaw. Without intending to
limit the generality of the indemnification rights provided under subsections
7.03(a) and (b) above, the Corporation shall indemnify a Director or Officer for
all Liability and Expenses with respect to any Claim against such person in a
Proceeding which is based, in whole or in part, on such

                                      -9-



person's reliance on the validity of any provision of the Applicable Corporation
Law or these Bylaws, even though it is thereafter determined that such provision
was invalid or otherwise could not have justifiably been relied upon.

     7.04  Procedural Requirements for Determination That Indemnification is
Proper.

     (a)   Written Request for Indemnification. A Director or Officer who seeks
indemnification shall make a written request therefor to the Corporation,
selecting a means for determining his or her right to indemnification as
provided under subsection 7.04(b) hereof.

     (b)   Determination of Indemnification. Within 60 days of receipt by the
Corporation of the Director's or Officer's request for indemnification, a
determination shall be made as to whether or not the Director or Officer
requesting indemnification engaged in conduct constituting a Breach of Duty and,
as a result, is or is not entitled to indemnification under this Article. Such
determination shall be made:

           (i)   by majority vote of a Disinterested Majority if so designated
by the Director or Officer seeking indemnification. If a Disinterested Majority
cannot be obtained, the Director or Officer may designate that such
determination be made by a majority vote of a committee duly appointed by the
Board of Directors and consisting solely of two or more directors not at the
time Parties to the same or related Proceedings. Directors who are Parties to
the same or related Proceedings may participate in the designation of members of
the committee;

           (ii)  by independent legal counsel if so designated by the Director
or Officer; provided that such counsel shall be mutually selected by such
Director or Officer and by a Disinterested Majority or, if a Disinterested
Majority cannot be obtained, then by a majority vote of the Board of Directors,
including Directors who are Parties to the same or related Proceedings;

           (iii) by a panel of three arbitrators if so designated by the
Director or Officer, which shall be selected from the panel of arbitrators of
the American Arbitration Association in Milwaukee, Wisconsin; provided, that
(xx) one arbitrator shall be selected by such Director or

                                      -10-



Officer, the second arbitrator shall be selected by a Disinterested Majority or,
if a Disinterested Majority cannot be obtained, then by a majority vote of the
Board of Directors, including Directors who are Parties to the same or related
Proceedings, and the third arbitrator shall be selected by the two previously
selected arbitrators, and (yy) in all other respects, such panel shall be
governed by the American Arbitration Association's then existing Commercial
Arbitration Rules, except the fees of all arbitrators shall be shared equally by
the Corporation and the Director or Officer; or

           (iv)  by a court if so designated by the Director or Officer,
pursuant to and in accordance with the Applicable Corporation Law.

     The results and basis of the determination made hereunder shall be
submitted in writing to the Corporation and the Director or Officer (the
"Indemnity Decision").

     (c)   No Presumption Created. The termination of a Proceeding by judgment,
order, settlement or conviction, or upon a plea of no contest or an equivalent
plea, does not, by itself, create a presumption that indemnification of the
requested amount of Liabilities and Expenses of the Director or Officer is not
required.

     (d)   Payment of Liabilities and Expenses; Waiver of Claims.

           (1)   If it is determined that indemnification is required hereunder,
the Corporation shall pay the Director or Officer the entire requested amount of
Liabilities and Expenses (net of any Expenses previously advanced pursuant to
Section 7.05), within 10 days of receipt of the Indemnity Decision, provided,
that if it is determined that a Director or Officer is entitled to
indemnification against Liabilities and Expenses incurred in connection with
some Claims, but not as to others (such as if Claims are asserted to involve
some conduct constituting a Breach of Duty and other conduct which does not),
payment of the Liability and Expenses shall be apportioned by applying the
following:

                                      -11-



           If the Director or Officer sustains Liability for equal dollar
           amounts to a given party or person under two or more Claims arising
           from the same general conduct, transaction or series of events (even
           though divisible for purposes of establishing Liability), one of
           which would require indemnification and the other of which would not,
           it shall be conclusively presumed that the Liability and all Expenses
           related thereto were sustained and incurred solely with respect to
           the Claim for which indemnification is required; and if the Director
           or Officer sustains Liability and Expenses for different dollar
           amounts to a given party or person under two or more Claims arising
           from the same general conduct, transaction or series of events (even
           though divisible for purposes of establishing Liability), one of
           which would require indemnification and the other of which would not,
           it shall be conclusively presumed that the Liability for which
           indemnification is required is the sole Liability up to the dollar
           amount thereof (the "covered Liability") and the Liability for which
           indemnification is not required (the "Non-Covered Liability") is
           reduced by the amount of the Covered Liability (resulting in a "Net
           Non-Covered Liability") and the Expenses shall be apportioned on the
           basis of the respective amounts of the Covered Liability and the Net
           Non-Covered Liability such that the Director or Officer shall be
           entitled to indemnification for the Covered Liability and the
           apportioned Expenses attributable to such Covered Liability. The
           foregoing shall apply regardless of whether the Claim for the
           Non-Covered Liability and the resulting Expenses in defense thereof
           occurs prior to or following assertion of the Claim for the Covered
           Liability and regardless of the actual time, effort and Expenses
           involved in defense of the respective Claims.

           (2)   The Corporation waives all right and claims against each
Director and Officer for indemnification which may otherwise exist or arise
under common law principles for Liabilities and/or Expenses incurred by the
Corporation as a result of the negligence or alleged negligence of the Director
or Officer, except in instances where such Liabilities and/or Expenses are
incurred as a result of activities by the Director or Officer constituting a
Breach of Duty.

                                      -12-



     (e)   Binding Effect. An Indemnity Decision finding that indemnification is
required hereunder shall be binding upon the Corporation, unless unsupported by
any credible or resulting from a clearly erroneous application of substantive
law.

     7.05  Advancement of Expenses.

     (a)   Procedure. Upon written request by a Director or Officer who is a
non-Party witness or a Party to a Proceeding, the Corporation shall pay or
reimburse from time to time prior to completion of such Proceeding his or her
Expenses as incurred within 10 days after receipt of such request accompanied
by: (i) an executed written certificate affirming the Director's or Officer's
good faith belief that (s)he has not breached or failed to perform his or her
duties to the Corporation by engaging in conduct constituting a Breach of Duty;
(ii) an executed written undertaking by the Director or Officer to repay any
advances made under this Section if it is ultimately determined that the
Director or Officer is not entitled to be indemnified by the Corporation; and
(iii) written evidence of the Expenses incurred.

     (b)   Ability to Repay; Undertaking to be Unsecured. The undertaking
provided in this Section shall be accepted by the Corporation without reference
to the Directors' or Officers' ability to repay the allowance. The undertaking
shall be unsecured and the Director or Officer shall not be required to pay
interest on such amounts prior to a final determination that repayment is
required.

     7.06   Right of Director or Officer to Bring Suit. If an Indemnity Decision
is not issued within the time specified or such Indemnity Decision finds that
the Director or Officer is not entitled to indemnification or the Corporation
fails to make prompt payment pursuant to an Indemnity Decision, or a request for
an advancement of Expenses under Section 7.05 is refused, the Director or
Officer may at any time thereafter bring suit against the Corporation to recover
the unpaid Liability and/or Expense. If successful in whole or in part in any
such suit, or in a suit brought by the Corporation to recover an advancement or
Expenses pursuant to the terms of an undertaking, the Director or Officer shall
be entitled to recover the expense of successfully prosecuting or defending such
suit. If the Director or Officer engaged in conduct constituting a

                                      -13-



Breach of Duty, such fact: (i) shall be a defense to any claim for
indemnification against the Corporation (except for advancement of Expenses
prior to completion of a Proceeding); and (ii) shall entitle the Corporation to
recover all Expenses advanced prior to completion of the Proceeding pursuant to
the terms of the undertaking once such fact has been established or admitted by
the Director or Officer.

     An Indemnity Decision finding that indemnification of the Director or
Officer is not required shall not be binding on the Director or Officer and
shall not create a presumption that the Director or Officer has engaged in
conduct constituting a Breach of Duty. In any suit brought by the Director or
Officer to enforce a right to indemnification or to an advancement of Expenses
hereunder or as otherwise provided in the Applicable Corporation Law, or by the
Corporation to recover an advancement of Expenses pursuant to the terms of an
undertaking, the burden of proving that the Director or Officer is not entitled
to be indemnified, or to such advancement of Expenses, under this Article or
otherwise shall be on the Corporation.

     7.07  Permissible Considerations. A Director or Officer, in the discharge
of his or her duties to the Corporation and in making any decision or performing
any other act in such capacity, is not limited to considering only the economic
interests of shareholders in determining what is best for the Corporation, but
may also consider the following: (a) the effects of the action on employees,
suppliers and customers of the Corporation; (b) effects on the community in
which the Corporation operates; and (c) any other factors the Director or
Officer considers pertinent.

     7.08  Reliance by Directors or Officers. A Director or Officer (absent
actual knowledge to the contrary) may rely in the discharge of his or her duties
to the Corporation on information, opinions, reports or statements (any of which
may be written or oral, formal or informal, including financial statements) and
other financial data if prepared or presented by any of the following: (a) an
Officer or employee of the Corporation whom the Director or Officer believes in
good faith is reliable and competent as to the matters presented or as to which
the Director or Officer has no compelling reason to believe is not reliable or
competent; (b) legal counsel, public accountants or other persons as to matters
the Director or Officer believes in

                                      -14-



good faith are within the person's professional or expert competence; and (c)
information presented to the Board of Directors by any person, officer, employee
or committee of the Board where it is believed in good faith the report merits
confidence or where the Director or Officer has no compelling reason to believe
it does not merit confidence.

     7.09  Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a Director or Officer against any Liability
asserted against or incurred by the individual in any such capacity or arising
out of his status as such, regardless of whether the Corporation is required or
authorized to indemnify such person for Liability or Expenses under this
Article.

     7.10  Severability and Intent. If any provision of this Article shall be
deemed invalid or inoperative, or if a court of competent jurisdiction
determines that any of the provisions of this Article contravene public policy,
this Article shall be construed so that the remaining provisions shall not be
affected, but shall remain in full force and effect, and any such provisions
which are invalid or inoperative or which contravene public policy shall be
deemed, without further action, by or on behalf of the Corporation, to be
modified, amended and/or limited, but only to the extent necessary to render the
same valid and enforceable; it being understood that it is the Corporation's
intention to provide the Directors and Officers with the broadest possible
protection against personal liability allowable under the Applicable Corporation
Law, and this Bylaw shall be liberally construed in order to fulfill this
intent, and in no event shall a Director's or Officer's reliance on any of the
provisions of this Article which may be held to be invalid, inoperative or in
contravention of public policy render such conduct a Breach of Duty.

     7.11  Notice to the Corporation. A Director or Officer shall promptly
notify the Corporation in writing when he or she has actual knowledge of a
Proceeding which may result in a claim of indemnification against Liabilities or
allowance of Expenses hereunder, but the failure to do so shall not relieve the
Corporation of any liability to the Director or Officer hereunder unless the
Corporation shall have been irreparably prejudiced by such failure.

                                      -15-



     7.12  Indemnification and Allowance of Expenses of Certain Others.

           (a)  Employee of Authorized Agent. The Board of Directors may, in its
sole and absolute discretion, by majority vote or consent, indemnify against
Liabilities incurred by, and/or provide for the advance of reasonable Expenses
of, an employee or authorized agent of the Corporation acting within the scope
of his or her duties as such, even if such employee or agent is not a Director
or Officer.

           (b)  Indemnity Agreements. The Board of Directors, by majority vote
or consent, may authorize the Corporation to enter written indemnity agreements
with: (i) any Director or Officer of the Corporation, which may further expand
the indemnification rights provided under these Bylaws or the Applicable
Corporation Law; and (ii) any employee or agent of the Corporation, which may
extend to such person the same, greater or lesser rights of indemnification and
reliance as those afforded to Directors and Officers under this Article.

     7.13  Amendment. This Article may only be altered, amended or repealed by a
vote of not less than two-thirds of the Corporation's outstanding Class A common
stock entitled to vote; provided, however, that the Board of Directors may alter
or amend this Article without such stockholder approval if any such alteration
or amendment is (a) made in order to conform to any amendment or revision of the
Applicable Corporation Law, which (i) expands or permits the expansion of a
Director's or Officer's right to indemnification thereunder; (ii) limits or
eliminates, or permits the limitation or elimination of, the liability of a
Director or Officer; or (iii) is otherwise beneficial to the Directors and
Officers or (b) an alteration or amendment which is otherwise deemed by the
Board of Directors to be an immaterial modification. No amendment of this
Article shall terminate, reduce or impair a Director's or Officer's rights to
indemnification for any act, occurrence or event taking place prior to the
effective date of such amendment and delivery of notice thereof to such Director
or Officer, regardless of when any Claim relating thereto is actually asserted.

     7.14  Nonexclusivity of Article VII. The rights of a Director or Officer
(or any other person) granted under this Article shall not be deemed exclusive
of any other rights to

                                      -16-



indemnification against Liabilities or allowance of Expenses which the Director
or Officer (or such other person) may be entitled to under any written
agreement, Board of Directors resolution, vote of shareholders of the
Corporation or under the Applicable Corporation Law or otherwise. Nothing
contained in this Article shall be deemed to limit the Corporation's obligations
to indemnify against Liabilities or allow expenses to a Director or Officer
under the Applicable Corporation Law.

     7.15  Transactions with the Corporation. The Board of Directors may from
time to time authorize transactions by Officers, Directors and employees with
the Corporation, and may authorize lending money and granting credit of the
Corporation to or for the use of such Officers, Directors and employees,
providing that the Directors who vote for or assent to the making of a loan to
an Officer or Director of the Corporation shall be jointly and severally liable
to the Corporation for the amount of such loan until full repayment thereof,
unless such Directors shall sustain the burden of proof that such loan was made
for a proper business purpose.

     Any contract or other transaction between the Corporation and one or more
of its Directors, or between the Corporation and any firm of which one or more
of its Directors are members or employees, or in which they are interested, or
between the Corporation and any corporation or association of which one or more
of its Directors are shareholders, members, directors, officers, or employees,
or in which they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director(s) at the meeting of the Board of
Directors of the Corporation which acts upon, or in reference to, such contract
or transaction; and notwithstanding his or their participation in such action,
if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall, nevertheless, authorize, approve or
ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted in calculating the majority
of such quorum necessary to carry such vote. This Section shall not be construed
to invalidate any contract or other transaction which would otherwise be valid
under the common and statutory law applicable thereto.

                                      -17-

EX-3.39

                                                                    EXHIBIT 3.39

                 ARTICLES OF ORGANIZATION OF VILLAGE MARKET, LLC

                                   ARTICLE I.

                                      Name
                                      ----

         The name of the Company is VILLAGE MARKET, LLC.

                                   ARTICLE II.

                           Registered Office and Agent
                           ---------------------------

         The street address of the Company's registered office in the State of
Indiana is 251 East Ohio Street, Suite 500, Indianapolis, Indiana 46204, and the
name of its registered agent at such office is Corporation Services Co.

                                  ARTICLE III.

                                Term of Existence
                                -----------------

         The term of existence of the Company is perpetual until dissolved in
accordance with the Act or the Company's Operating Agreement as in effect from
time to time hereafter.

                                   ARTICLE IV

                             Management by Managers
                             ----------------------

         The Company is to be managed by one or more Managers in accordance with
and with such powers, duties and liabilities as provided in the Company's
Operating Agreement as in effect from time to time hereafter.

EX-3.40

                                                                    EXHIBIT 3.40



                               OPERATING AGREEMENT

                                       OF

                               VILLAGE MARKET, LLC



                            DATED AS OF JUNE 4, 1999











                               TABLE OF CONTENTS
                               -----------------
                                                                         Page
                                                                         ----

ARTICLE I
     DEFINITIONS.............................................................1

ARTICLE II
     FORMATION...............................................................5
     2.1  Organization.......................................................5
     2.2  Registered Agent and Office........................................5
     2.3  Principal Office...................................................5
     2.4  Business...........................................................5

ARTICLE III
     ACCOUNTING AND RECORDS..................................................5
     3.1  Records to be Maintained...........................................5
     3.2  Accounts...........................................................6
     3.3  Annual Reports.....................................................6

ARTICLE IV
     MANAGERS................................................................6
     4.1  Management.........................................................6
     4.2  Number, Tenure and Qualifications..................................6
     4.3  Specific Powers of Managers........................................7
     4.4  Limitations Upon Powers of Manager.................................8
     4.5  Liability for Certain Acts.........................................8
     4.6  Managers Have No Exclusive Duty to Company.........................8
     4.7  Bank Accounts......................................................8
     4.8  Resignation........................................................8
     4.9  Removal............................................................9
     4.10 Vacancies..........................................................9
     4.11 Compensation of the Manager........................................9
     4.12 Powers and Rights of Non-Manager Members...........................9

ARTICLE V
     MEMBERS.................................................................9
     5.1  Liability of Members...............................................9
     5.2  Representations and Warranties.....................................9
     5.3  Conflicts of Interest.............................................10
     5.4  Meetings of Members...............................................10
     5.5  Notice and Record Date of Meetings................................10
     5.6  Quorum............................................................10
     5.7  Proxies...........................................................11
     5.8  Action by Members Without a Meeting...............................11
     5.9  Approval of Merger................................................11






                                                                            Page
                                                                            ----
                                                                       
     5.10  Withdrawal of Member ............................................. 11
     5.11  Corporate Member ................................................. 11

ARTICLE VI
     CONTRIBUTIONS AND COMMITMENTS .......................................... 11
     6.1   Initial Capital Contributions .................................... 11
     6.2   Additional Capital Contributions ................................. 11
     6.3   Member Loans ..................................................... 11

ARTICLE VII
     ALLOCATIONS AND DISTRIBUTIONS .......................................... 12
     7.1   Allocations of Profits ........................................... 12
     7.2   Allocation of Losses ............................................. 12
     7.3   Special Allocations .............................................. 12
     7.4   Curative Allocations ............................................. 14
     7.5   Distributions .................................................... 14
     7.6   Allocations and Distributions to New Members and Assignees ....... 14

ARTICLE VIII
     TAXES .................................................................  15
     8.1   Method of Accounting For Tax Purposes ...........................  15
     8.2   Tax Matters Partner .............................................  15

ARTICLE IX
     TRANSFER OF UNITS .....................................................  15

ARTICLE X
     ADDITIONAL MEMBERS ....................................................  16

ARTICLE XI
     DISSOCIATION OF A MEMBER ..............................................  16
     11.1  Dissociation ....................................................  16
     11.2  Rights of Dissociating Member ...................................  16

ARTICLE XII
     DISSOLUTION AND WINDING UP ............................................  17
     12.1  Dissolution .....................................................  17
     12.2  Effect of Dissolution ...........................................  17
     12.3  Distribution of Assets on Dissolution ...........................  17
     12.4  Winding Up and Certificate of Dissolution .......................  17

ARTICLE XIII
     INDEMNIFICATION .......................................................  17
     13.1  General .........................................................  17
     13.2  Authorization ...................................................  18


                                       ii






                                                                            Page
                                                                            ----
                                                                       
    13.3     Reliance on Information .......................................  18
    13.4     Advancement of Expenses .......................................  19
    13.5     Non-Exclusive Provisions; Vesting .............................  19
    13.6     Definitions ...................................................  19

ARTICLE XIV
    MISCELLANEOUS PROVISIONS ...............................................  19
    14.1     Entire Agreement ..............................................  19
    14.2     Amendment or Modification of this Agreement ...................  19
    14.3     No Partnership Intended for Nontax Purposes ...................  19
    14.4     Rights of Creditors and Third Parties under this Agreement ....  20
    14.5     Notice ........................................................  20
    14.6     Headings ......................................................  20
    14.7     Severability ..................................................  20
    14.8     Number and Gender .............................................  20
    14.9     Binding Effect ................................................  20
    14.10    Counterparts ..................................................  20
    14.11    No Partition ..................................................  20
    14.12    Indiana Law Controlling .......................................  20


                                      iii



                               OPERATING AGREEMENT

                                       OF

                               VILLAGE MARKET, LLC

     This Operating Agreement of Village Market, LLC, a limited liability
company organized pursuant to the Indiana Business Flexibility Act, is entered
into as of the 4 day of June, 1999, by and among the undersigned persons
executing this Agreement as Members.

                                    ARTICLE I
                                   DEFINITIONS

     For purposes of this Agreement, unless the context clearly indicates
otherwise, the following terms shall have the following meanings:

     "Act" means the Indiana Business Flexibility Act, Ind. Codess. 23-18-1-1 et
seq., and all amendments thereto.

     "Adjusted Capital Account Deficit" of a Member or Assignee means the
deficit balance, if any, in a Capital Account as of the end of the relevant
Fiscal Year, after giving effect to the following adjustments:

          (i) Increase such Capital Account by any amounts which such Person is
     obligated to restore to the Company pursuant to Section
     1.704-1(b)(2)(ii)(c) of the Regulations or is deemed to be obligated to
     restore pursuant to the next to the last sentence of Section 1.704-2(g)(1)
     of the Regulations or the next to the last sentence of Section
     1.704-2(i)(5) of the Regulations; and

          (ii) Decrease such Capital Account by the amount of the items
     described in Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6) of the
     Regulations.

     The foregoing definition of Adjusted Capital Account Deficit is intended to
     comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the
     Regulations and shall be interpreted consistently therewith.

     "Agreement" means this Operating Agreement as amended from time to time.

     "Articles" means the Articles of Organization of the Company as properly
adopted and amended from time to time by the Members and filed with the Indiana
Secretary of State pursuant to the Act.

     "Assignee" means an assignee of Units who has not been admitted as a
Member.

     "Bankrupt Member" means a Member who: (i) has become the subject of a
decree or order for relief under any bankruptcy, insolvency or similar law
affecting creditors' rights now existing or hereafter in effect; (ii) has
initiated, either in an original proceeding or by



way of answer in any state insolvency or receivership proceeding, an action for
liquidation, arrangement, composition, readjustment, dissolution, or similar
relief; (iii) has consented to any order for relief entered with respect to the
Member under the Federal Bankruptcy Code; or (iv) has failed to cause the
dismissal of any proceeding instituted against the Member under the Federal
Bankruptcy Code, or the removal of any trustee appointed with respect to the
Member's property under the Federal Bankruptcy Code, within ninety (90) days of
the commencement of such proceeding or appointment of such trustee, as the case
may be.

     "Capital Account" means the amount of cash and fair market value of
property (net of any liabilities secured by such contributed property that the
Company is considered to assume or take subject to under Section 752 of the
Code) that a Member or Assignee has contributed to the Company as Capital
Contributions pursuant to Article VI hereof, adjusted as follows:

          (i) The Capital Account shall be increased by all Profits allocated to
     such Person pursuant to Article VII hereof.

          (ii) The Capital Account shall be decreased by (a) the amount of cash
     and the fair market value of all property distributed to such Person by the
     Company (net of liabilities securing such distributed property that such
     Person is considered to assume or take subject to under Section 752 of the
     Code) and (b) all Losses allocated to such Person pursuant to Article VII
     hereof.

          (iii) The Capital Account shall be credited in the case of an increase
     or debited in the case of a decrease to reflect such Person's allocable
     share of any adjustment to the adjusted basis of Company assets pursuant to
     Sections 732, 734 or 743 of the Code to the extent provided by Section
     1.704-1(b)(2)(iv)(m) of the Regulations.

          (iv) The Capital Account shall be adjusted in any other manner
     required by Section 1.704-1(b)(2)(iv) of the Regulations or otherwise, in
     order to be deemed properly maintained for federal income tax purposes.

          (v) Capital Accounts shall not bear interest.

          (vi) The transferee of Units shall succeed to the Capital Account
     attributable to the Units transferred.

     "Capital Contribution" means any contribution of property or services to
the Company made by or on behalf of a Member or Assignee pursuant to Article VI
hereof.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Company" means the limited liability company organized pursuant to the
Articles and this Agreement, and any successor limited liability company.

     "Company Liability" means any enforceable debt or obligation for which the
Company is liable or which is secured by any Company property.

                                       2



     "Company Minimum Gain" means the aggregate amounts of gain which would be
realized by the Company if it disposed of all property subject to Nonrecourse
Liabilities in full satisfaction of such liabilities. Such amounts shall be
calculated as described in Section 1.704-2(d)(1) of the Regulations.

     "Dissociation" means any action which causes a Person to cease being a
Member as described in Article XI hereof.

     "Dissolution Event" means an event, the occurrence of which will result in
the dissolution of the Company under Article XII hereof.

     "Distribution" means a transfer of property to a Member or Assignee on
account of Units as described in Article VII hereof.

     "Fiscal Year" means the taxable year of the Company.

     "Majority-In-Interest" means, at any given time, Members that both (i) hold
in the aggregate more than fifty percent (50%) of the profits interests held by
all Members, and (ii) hold in the aggregate more than fifty percent (50%) of the
capital interests held by the Members as determined on the basis of positive
Capital Account balances of the Members. If all of the Capital Account balances
are zero or negative, the Majority-In-Interest shall be determined solely by
profits interests.

     "Managers" means the Person or Persons designated to manage the Company
pursuant to Article IV hereof.

     "Member" means any Person (i) who has signed this Agreement as a Member or
who is hereafter admitted as a Member of the Company pursuant to this Agreement
and (ii) who holds Units in the Company.

     "Member Nonrecourse Debt" has the meaning set forth in Section
1.704-2(b)(4) of the Regulations.

     "Member Nonrecourse Debt Minimum Gain" means an amount, with respect to
each Member Nonrecourse Debt, equal to the Company Minimum Gain that would
result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Section 1.704-2(i)(3) of the Regulations.

     "Member Nonrecourse Deductions" has the meaning set forth in Sections
1.704-2(i)(1) and (2) of the Regulations.

     "Nonrecourse Liability" means any Company Liability (or portion thereof)
for which no Member or Assignee bears the economic risk of loss as determined in
accordance with Sections 1.704-2(b)(3) and 1.752-1(a)(2) of the Regulations
(without regard to whether those Sections apply to such liability).

     "Person" means a natural person, trust, estate, partnership, limited
liability company or any incorporated or unincorporated organization.


                                       3



     "Profits" and "Losses" for any Fiscal Year means the net income or net loss
of the Company for such Fiscal Year or fraction thereof, as determined for
federal income tax purposes in accordance with the accounting method used by the
Company for federal income tax purposes adjusted as follows:

          (i) Tax-exempt income as described in Section 705(a)(1)(B) of the Code
     realized by the Company during such fiscal year shall be taken into account
     as if it were taxable income;

          (ii) Expenditures of the Company described in Section 705(a)(2)(B) of
     the Code for such year, including items treated under Section
     1.704-1(b)(2)(iv)(i) of the Regulations as items described in Section
     705(a)(2)(B) of the Code, shall be taken into account as if they were
     deductible items;

          (iii) Items that are specially allocated under Section 7.3(f) shall
     not be taken into account;

          (iv) With respect to property (other than money) which has been
     contributed to the capital of the Company, Profit and Loss shall be
     computed in accordance with the provisions of Section 1.704-1(b)(2)(iv)(g)
     of the Regulations by computing depreciation, amortization, gain or loss
     upon the fair market value of such property on the books of the Company;

          (v) With respect to any property of the Company which has been
     revalued as required or permitted by the Regulations under Section 704(b)
     of the Code, Profit or Loss shall be determined based upon the fair market
     value of such property as determined in such revaluation;

          (vi) The difference between the adjusted basis for federal income tax
     purposes and the fair market value of any asset of the Company shall be
     treated as gain or loss from the disposition of such asset in the event (i)
     any new or existing Member acquires an additional interest in the Company
     in exchange for a contribution to capital of the Company; or (ii) such
     asset of the Company is distributed to a Member pursuant to Section 7.5 or
     as consideration for a reduction of such Member's interest in the Company
     or in liquidation of such interest as defined in Section
     1.704-1(b)(2)(ii)(g) of the Regulations; and

          (vii) Interest paid on loans made to the Company by a Manager or
     Member and salaries, fees and other compensation paid to any Manager or
     Member shall be deducted in computing Profit and Loss.

     "Regulations" except where the context indicates otherwise, mean the
permanent, temporary, proposed, or proposed and temporary regulations
promulgated by the Department of the Treasury under the Code, as such
regulations may be changed from time to time.

     "Transfer" means any transfer, sale, gift, assignment, pledge, granting of
a security interest or other disposition, including any disposition by operation
of law.

                                       4




     "Unit" means an interest of a Member or Assignee in the Profits, Losses and
Distributions of the Company as determined in accordance with this Agreement. As
of the date of this Agreement, the Company has one hundred (100) Units
outstanding. The number of Units initially issued to each Member in exchange for
its Initial Capital Contribution is set forth on Exhibit A which shall be
amended in the event that the Company issues additional Units or acquires any
outstanding Units.

                                   ARTICLE II
                                    FORMATION

     2.1 Organization. The Members hereby authorize the formation of the Company
as an Indiana limited liability company pursuant to the provisions of the Act to
be effective as of the date of this Agreement.

     2.2 Registered Agent and Office. The registered agent for the service of
process and the registered office shall be that Person and location reflected in
the Articles as filed with the Indiana Secretary of State. The Managers may,
from time to time, change the registered agent or office through appropriate
filings with the Secretary of State. In the event the registered agent ceases to
act as such for any reason or the registered office shall change, the Managers
shall promptly designate a replacement registered agent or file a notice of
change of address as the case may be. If the Managers shall fail to designate a
replacement registered agent or change of address of the registered office, any
Member may designate a replacement registered agent or file a notice of change
of address.

     2.3 Principal Office. The principal office of the Company shall be located
at:

                            23000 Roundy Drive
                            Pewaukee, Wisconsin 53702

     2.4 Business. The business of the Company shall be:

          (a) To own and operate retail grocery stores.

          (b) To pursue any lawful business whatsoever, or which shall at any
     time appear conducive to or expedient for the benefit of the Company or the
     protection of its assets.

          (c) To exercise all powers which may be legally exercised under the
     Act.

          (d) To engage in any activities reasonably necessary or convenient to
     the foregoing.

                                  ARTICLE III
                             ACCOUNTING AND RECORDS

          3.1 Records to be Maintained. The Company shall maintain the following
     records at its principal office:

                                       5




          (a) A list of the full name and last known mailing address of each
     Member, Assignee and Manager from the date of organization;

          (b) Copies of the Articles and all amendments thereto;

          (c) Copies of the Company's federal, state, and local income tax
     returns and financial statements, if any, for the three (3) most recent
     years, or if the returns and statements were not prepared, copies of the
     information and statements provided to Members to enable them to prepare
     their federal, state, and local tax returns for the same period;

          (d) Copies of this Agreement and all amendments thereto and copies of
     any written operating agreements no longer in effect; and

          (e) Any other agreements or documents required by the Act or this
     Agreement.

     3.2 Accounts. The Company shall maintain appropriate books and records,
kept on the accounting basis used for income tax purposes and a record of the
Capital Account for each Member and Assignee. Upon prior written notice to the
Managers, and during normal business hours, each Member shall have the right to
inspect and copy any books and records of the Company.

     3.3 Annual Reports. A report or compilation of the books and records of the
Company shall be made within one hundred and twenty (120) days following the end
of each Fiscal Year.

                                   ARTICLE IV
                                    MANAGERS

     4.1 Management. The business and affairs of the Company shall be managed by
one or more Managers. The Managers shall direct, manage and control the business
of the Company. Except for situations in which the approval of the Members is
expressly required by this Agreement or by the Act, the Managers shall have full
and complete authority, power and discretion to manage and control the business,
affairs and properties of the Company, to make all decisions regarding those
matters and to perform any and all other acts or activities customary or
incident to the management of the Company's business. At any time when there is
more than one Manager, any one Manager may take any action permitted to be taken
by the Managers, unless the approval of more than one of the Managers is
expressly required pursuant to this Agreement or the Act.

     4.2 Number, Tenure and Qualifications. Managers shall be elected by the
affirmative vote of a Majority-In-Interest of Members. Managers need not be
residents of the state of Indiana or Members of the Company. The Company shall
initially have one Manager who shall be Scot Lad Foods, Inc. The number of
Managers of the Company shall be fixed from time to time with the unanimous
written consent of the Members, but in no instance shall there be less than one
Manager. Each Manager shall hold office until removed by the affirmative vote of
a

                                       6



Majority-In-Interest of Members or until one of the dissociation events
described in Section 11.1 occurs with respect to the Manager.

     4.3 Specific Powers of Managers. Without limiting the generality of Section
4.1, the Managers shall have power and authority, on behalf of the Company:

          (a) To appoint employees and agents of the Company and define their
     duties and fix their compensation;

          (b) To borrow or raise money from time to time as required by the
     Company; to execute, accept, endorse, and deliver, as evidence of such
     borrowing, all kinds of securities, including, but without limiting the
     generality thereof, promissory notes, drafts, bills of exchange, letters of
     credit, warrants, bonds, debentures, and other negotiable instruments and
     evidences of indebtedness; and to secure the payment and full performance
     of such securities by giving a security interest in, or a mortgage, pledge,
     conveyance or assignment in trust of, the whole or any part of the tangible
     or intangible assets of the Company, including leases or other contract
     rights, whether at the time owned or thereafter acquired;

          (c) To enter into, make, perform and carry out all types of contracts,
     leases and other agreements and to amend, extend, or modify any contract,
     lease or agreement at any time entered into by the Company;

          (d) To purchase, lease (as lessor or lessee), sell, exchange or
     otherwise acquire or dispose of any property or assets of the Company,
     real, personal or mixed, for cash or on terms or for other property;

          (e) To execute, on behalf of and in the name of the Company, any and
     all contracts, leases, agreements, instruments, notes, certificates, titles
     or other documents of any kind or nature as deemed necessary or desirable;

          (f) To prepay, in whole or in part, refinance, recast, increase,
     modify or extend any debt, security interest or mortgage which may affect
     any property owned or leased by the Company, and in connection therewith,
     to enter into and execute for and on behalf of the Company any extensions,
     renewals, modifications or replacements of such debt, security interest or
     mortgage;

          (g) To employ and compensate such persons, firms or corporations as
     the Manager shall deem advisable or necessary to carry on, assist or
     promote the Company business, including, but not limited to architects,
     auditors, accountants, managers and attorneys; and

          (h) To have and exercise all powers necessary or convenient to carry
     out the business for which the Company is formed.

     Unless authorized to do so by this Agreement or by the Managers, no
attorney-in-fact, employee or other agent of the Company shall have any power or
authority to bind the Company in any way, to pledge its credit or to render it
liable pecuniarily for any purpose. No

                                       7




Member shall have any power or authority to bind the Company unless the Member
has been authorized by the Managers to act as an agent of the Company in
accordance with the previous sentence.

     4.4 Limitations Upon Powers of Manager. Unless permitted to do so by all of
the Members, the Manager shall have no authority to:

          (a) Sell, exchange, or transfer substantially all of the assets of the
     Company;

          (b) Confess a judgment against the Company, assign substantially all
     of the assets of the Company in trust or for the benefit of creditors, file
     a voluntary petition in bankruptcy, file a voluntary request for
     appointment of a receiver, or agree to the appointment of a receiver;


          (c) Submit a Company claim or liability to arbitration or reference;

          (d) Dispose of the good will of the Company; or

          (e) Do any act which would make it impossible to carry on the ordinary
     business of the Company.

     4.5 Liability for Certain Acts. Each Manager shall perform his duties as a
Manager in a manner reasonably believed to be in the best interests of the
Company and with such care as an ordinarily prudent person in a like position
would use under similar circumstances. A Manager shall not have any liability to
the Company or any other Person by reason of being or having been a Manager of
the Company unless the liability shall have been the result of fraud, deceit,
gross negligence or willful misconduct by the Manager. A Manager does not, in
any way, guarantee the return of the Members' Capital Contributions from or the
making of Distributions by the Company.

     4.6 Managers Have No Exclusive Duty to Company. A Manager shall not be
required to manage the Company as his sole and exclusive function and he (or any
other Manager) may have other business interests and may engage in other
activities in addition to those relating to the Company. Neither the Company nor
any Member shall have any right, by virtue of this Agreement, to share or
participate in such other investments or activities of a Manager or to the
income or proceeds derived therefrom. A Manager shall incur no liability to the
Company or to any of the Members as a result of engaging in any other business
or venture.

     4.7 Bank Accounts. The Managers may from time to time open bank accounts in
the name of the Company, and the Managers shall be the sole signatory thereon,
unless the Managers determine otherwise.

     4.8 Resignation. A Manager shall not be permitted to resign without the
prior written consent of all Members. The permitted resignation of a Manager who
is also a Member shall not affect the Manager's rights as a Member and shall not
constitute a withdrawal of a Member.

                                       8



     4.9 Removal. The Members shall not be permitted to remove a Manager, except
as provided in Section 4.2. The removal of a Manager who is also a Member shall
not affect the Manager's rights as a Member and shall not constitute a
withdrawal of a Member.

     4.10 Vacancies. Any vacancy occurring for any reason in the number of
Managers of the Company may be filled by the affirmative vote of a majority of
the remaining Managers then in office, provided that if there are no remaining
Managers, the vacancy(ies) shall be filled by the affirmative vote of a
Majority-In-Interest of the Members. Any Manager's position to be filled by
reason of an increase in the number of Managers shall be filled by the
affirmative vote of a majority of the Managers then in office or by the
affirmative vote of a Majority-In-Interest of the Members. A Manager elected to
fill a vacancy shall be elected for the unexpired term of his predecessor in
office and shall hold office until the expiration of such term and until his
successor shall be elected and shall qualify or until his earlier death,
resignation or removal. A Manager chosen to fill a position resulting from an
increase in the number of Managers shall hold office until the next annual
meeting of Members and until his successor shall be elected and shall qualify,
or until his earlier death, resignation or removal.

     4.11 Compensation of the Manager. Unless otherwise unanimously agreed by
the Members, the Manager shall receive no compensation other than its respective
share of any profits or cash distributed as provided in this Agreement. The
Manager shall be reimbursed for any expenditures incurred on behalf of the
Company. The Manager shall be entitled to reasonable compensation for services
in connection with the winding up of the Company.

     4.12 Powers and Rights of Non-Manager Members. A Non-Manager Member shall
not participate in the control, management, direction or operation of the
business of the Company, nor shall a Non-Manager Member have any authority to
bind or to act for the Company in any matter.

                                    ARTICLE V
                                     MEMBERS

     5.1 Liability of Members. No Member shall be liable as such for the
liabilities of the Company. The failure of the Company to observe any
formalities or requirements relating to the exercise of its powers or management
of its business or affairs under this Agreement or the Act shall not be grounds
for imposing personal liability on the Members for liabilities of the Company.

     5.2 Representations and Warranties. Each Member hereby represents and
warrants to each other Member that (a) the Member is acquiring the Units for the
Member's own account as an investment and without an intent to distribute the
Units, and (b) the Member acknowledges that the Units have not been registered
under the Securities Act of 1933, as amended, or any state securities laws, and
may not be resold or transferred by the Member without appropriate registration
or the availability of an exemption from such requirements.

                                       9



     5.4 Conflicts of Interest.

          (a) A Member shall be entitled to enter into transactions that may be
     considered to be competitive with the business of the Company. Neither the
     Company nor any Member shall have any right by virtue of this Agreement to
     share or participate in such other transactions.

          (b) No transaction with the Company shall be void or voidable solely
     because a Member has a direct or indirect interest in the transaction if
     the disinterested Members, holding in the aggregate more than fifty percent
     (50%) of the Units held by such disinterested Members, knowing the material
     facts of the transaction and the Member's interest, authorize, approve, or
     ratify the transaction or the transaction was fair to the Company.

     5.4 Meetings of Members. The Members shall meet annually at such times as
shall be determined by resolution of the Members, commencing with the year 1999,
for the purpose of transacting such business as may come before the meeting;
provided, however, that the failure to hold an annual meeting shall not be
grounds for dissolution of the Company. Special meetings of the Members, for any
purpose or purposes, may be called by the Managers or any Member or Members
holding at least fifty percent (50%) of the outstanding Units. The Managers may
designate any place, either within or outside the State of Indiana, as the place
of meeting for any meeting of the Members. If no designation is made, the place
of meeting shall be the principal office of the Company. Members may participate
in any annual or special meeting through the use of any means of communications
by which all of the Members may simultaneously hear each other during the
meeting. A Member participating in a meeting by this means is deemed to be
present in person at the meeting.

     5.5 Notice and Record Date of Meetings. Except as otherwise provided
herein, written notice stating the place, day and hour of a meeting and the
purpose or purposes for which the meeting is called shall be delivered not less
than ten nor more than fifty days before the date of the meeting, either
personally or by mail, to each Member entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered two calendar days after
being deposited in the United States mail, addressed to the Member at its
address as it appears on the books of the Company, with postage thereon prepaid.
Members may waive prior notice by attending the meeting or by executing a
written waiver of notice before or after the meeting. The date on which notice
of the meeting is mailed shall be the record date for such determination of
Members entitled to notice of or to vote at any meeting of Members.

     5.6 Quorum. A Majority-In-Interest of the Members represented in person or
by proxy, shall constitute a quorum at any meeting of Members. If a quorum is
present, the affirmative vote of a Majority-In-Interest of the Members shall be
the act of the Members, unless the vote of a greater or lesser proportion or
number is otherwise required by the Act, by the Articles, or by this Agreement.
Unless otherwise expressly provided herein or required under applicable law,
Members who have an interest (economic or otherwise) in the outcome of any
particular matter upon which the Members vote or consent may vote upon any such
matter and their Units shall be counted in the determination of whether the
requisite matter was approved by the Members.

                                       10




     5.7 Proxies. At all meetings of Members a Member may vote in person or by
proxy executed in writing by the Member or by a duly authorized
attorney-in-fact. Such proxy shall be filed with the Managers, before or at the
time of the meeting. No proxy shall be valid after eleven months from the date
of its execution, unless otherwise provided in the proxy.

     5.8 Action by Members Without a Meeting. Any action required or permitted
to be taken at a meeting of Members may be taken without a meeting if the action
is evidenced by one or more written consents describing the action taken, signed
by the Members approving such action and delivered to the Managers for filing
with the Company records. Unless an action requires unanimous approval, the
written consent will be effective upon approval by Members holding the number of
Units necessary to approve the action. Any action taken under this Section 5.8
is effective when the Members holding the number of necessary Units have signed
the consent, unless the consent specifies a different effective date. The record
date for determining Members entitled to take action without a meeting shall be
the date the first Member signs a written consent.

     5.9 Approval of Merger. If the Company is a party to a proposed merger, the
plan of merger must be approved by the affirmative vote of a
Majority-In-Interest.

     5.10 Withdrawal of Member. No Member shall have the authority to withdraw
as a Member without the prior written consent of a Majority-In-Interest of the
remaining Members.

     5.11 Corporate Member. Each Member that is a corporation under the laws of
any state of the United States shall furnish to the Manager during the month of
November in each year an official Certificate of Existence, or, where
applicable, a Certificate of Good Standing, dated not more than seven (7) days
prior to the date such Certificate is furnished hereunder, reflecting that such
Member is validly existing and current on all reports required to be filed with
the Secretary of State of its jurisdiction of organization.

                                   ARTICLE VI
                          CONTRIBUTIONS AND COMMITMENTS

     6.1 Initial Capital Contributions. Concurrently with the execution of this
Agreement, each Member shall make an initial Capital Contribution of cash or
property having the agreed value set forth opposite its name on Exhibit A.

     6.2 Additional Capital Contributions. No Member shall be required to make
Additional Capital Contributions. Any Member may elect to make Additional
Capital Contributions. In the event that a Member makes an Additional Capital
Contribution, the Company shall issue a number of additional Units to the
contributing Member such that the value of each Unit shall not be changed as a
result of the Additional Capital Contribution.

     6.3 Member Loans. Any Member may, with the approval of a
Majority-In-Interest, loan funds to the Company. The repayment terms and
interest rate for such Member loans shall be those approved by a
Majority-In-Interest; provided, however, such Member loan

                                       11




shall bear interest at a rate not less than the applicable federal rate as
announced by the Internal Revenue Service as in effect on the date the Member
loan is made.

                                  ARTICLE VII
                          ALLOCATIONS AND DISTRIBUTIONS

     7.1 Allocations of Profits. Except as provided in Sections 7.3 and 7.4,
Profits and other items of income and gain shall be allocated as follows:

          (a) First, if any Member or Assignee has a deficit balance in its
     Capital Account, then Profits shall be allocated in proportion to the
     deficit balances of their Capital Accounts until the Capital Accounts of
     all Members and Assignees have been increased to zero.

          (b) Thereafter, Profits shall be allocated in proportion to the Units.

     7.2 Allocation of Losses. Except as provided in Sections 7.3 and 7.4,
Losses and other items of loss and deduction shall be allocated as follows:

          (a) First, Losses shall be allocated among Members and Assignees with
     a positive balance in their Capital Accounts so that all the Capital
     Accounts are proportionate to the Units.

          (b) Second, Losses shall be allocated among the Members and Assignees
     with a positive balance in their Capital Accounts in proportion to their
     Units until all Capital Accounts have been reduced to zero.

          (c) Thereafter, Losses shall be allocated in proportion to the Units.

     7.3 Special Allocations. The following special allocations shall be made in
the following order:

          (a) Except as otherwise provided in Section 1.704-2(f) of the
     Regulations, if there is a net decrease in Company Minimum Gain during any
     Fiscal Year, each Member and Assignee shall be specially allocated items of
     income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal
     Years) in an amount equal to such Person's share of the net decrease in
     Company Minimum Gain, determined in accordance with Section 1.704-2(g) of
     the Regulations. Allocations pursuant to the previous sentence shall be
     made in proportion to the respective amounts required to be allocated to
     each Member and Assignee pursuant thereto. The items to be so allocated
     shall be determined in accordance with Sections 1.704-2(f)(6) and
     1.704-2(j)(2) of the Regulations. This Section is intended to comply with
     the minimum gain chargeback requirement in Section 1.704-2(f) of the
     Regulations and shall be interpreted consistently therewith.

          (b) Except as otherwise provided in Section 1.704-2(i)(4) of the
     Regulations, if there is a net decrease in Member Nonrecourse Debt Minimum
     Gain during any Fiscal Year, each Member and Assignee who has a share of
     the Member Nonrecourse Debt

                                       12




     Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the
     Regulations, shall be specially allocated items of Company income and gain
     for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an
     amount equal to such Person's share of the net decrease in Member
     Nonrecourse Debt Minimum Gain, determined in accordance with Section
     1.704-2(i)(4) of the Regulations. Allocations pursuant to the previous
     sentence shall be made in proportion to the respective amounts required to
     be allocated to each Member and Assignee pursuant thereto. The items to be
     so allocated shall be determined in accordance with Sections 1.704-2(i)(4)
     and 1.704-2(j)(2) of the Regulations. This Section is intended to comply
     with the minimum gain chargeback requirement in Section 1.704-2(i)(4) of
     the Regulations and shall be interpreted consistently therewith.

          (c) If any Member or Assignee receives any adjustments, allocations,
     or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6)
     of the Regulations that causes such Person to have an Adjusted Capital
     Account Deficit as of the end of any Fiscal Year or increases such Person's
     Adjusted Capital Account Deficit, gross income and gain shall be allocated
     to such Member or Assignee in an amount and manner sufficient to eliminate
     such deficit as quickly as possible in accordance with Section
     1.704-1(b)(2)(ii)(d) of the Regulations. Any such allocation of gross
     income or gain pursuant to this paragraph shall be in proportion to the
     amounts of the Adjusted Capital Account Deficits. This subsection is
     intended to constitute a "qualified income offset" within the meaning of
     Section 1.704-1(b)(2)(ii)(d) of the Regulations.

          (d) Nonrecourse Deductions for any Fiscal Year shall be specially
     allocated in proportion to the Units.

          (e) Member Nonrecourse Deductions for any Fiscal Year shall be
     specially allocated to the Members or Assignees who bear the economic risk
     of loss with respect to the Member Nonrecourse Debt to which such Member
     Nonrecourse Deductions are attributable in accordance with Section
     1.704-2(i)(1) of the Regulations.

          (f) For income tax purposes, any item of income, gain, loss,
     deduction, or credit with respect to any property (other than money) that
     has been contributed by a Member or Assignee to the capital of the Company
     and which is required to be allocated to Members and Assignees for income
     tax purposes under Section 704(c) of the Code so as to take into account
     the variation between the tax basis of such property and its fair market
     value at the time of its contribution, shall be allocated to the Members
     and Assignees for income tax purposes in the manner required by Section
     1.704-1(b)(2)(iv)(g) of the Regulations. If the Capital Accounts are
     required to be adjusted pursuant to Section 1.704-1(b)(2)(iv)(f) or (g) of
     the Regulations with respect to a revaluation of any asset of the Company,
     subsequent allocations of income, gain, loss, and deduction, including
     without limitation depreciation or deductions for cost recovery with
     respect to such asset, shall take account of any variation between the then
     existing adjusted basis of such asset for federal income tax purposes and
     the fair market value of such asset as required by Section
     1.704-1(b)(2)(iv)(g) of the Regulations.


                                       13




          (g) Notwithstanding Section 7.2(c) and (d), losses shall not be
     allocated to the extent that such allocation would cause a Member or
     Assignee to have an Adjusted Capital Account Deficit or would increase such
     Person's Adjusted Capital Account Deficit. Losses that are not allocated to
     a Member or Assignee by reason of the limitation in this subsection shall
     be allocated to the Members or Assignees to whom this limitation does not
     apply in proportion to their Units.

          7.4 Curative Allocations. The allocations set forth in Section 7.3
(the "Regulatory Allocations") are intended to comply with certain requirements
of the Regulations. It is the intent of the parties hereto that, to the extent
possible, all Regulatory Allocations shall be offset either with other
Regulatory Allocations or with special allocations of other items of Company
income, gain, loss, or deduction pursuant to this Section. Therefore,
notwithstanding any other provision of this Article (other than the Regulatory
Allocations), the Managers shall make such offsetting special allocations of
income, gain, loss or deduction in whatever manner determined appropriate so
that, after such offsetting allocations are made, each Capital Account balance
is, to the extent possible, equal to the Capital Account balance such Person
would have had if the Regulatory Allocations were not part of this Agreement. In
exercising discretion under this Section 7.4, the Managers shall take into
account future Regulatory Allocations that, although not yet made, are likely to
offset other Regulatory Allocations previously made under Section 7.3.

          7.5 Distributions. Distributions may be declared from time to time by
the Managers. If there is more than one Manager, such declaration shall require
the approval of a majority in number of the Managers. No Distributions may be
declared or paid if, after giving effect thereto, either (a) the Company would
not be able to pay its debts as they become due in the ordinary course of
business; or (b) the Company's total assets would be less than its total
liabilities (including any amounts needed in connection with the winding-up of
the Company to satisfy preferential rights superior to the rights of Members and
Assignees to such Distribution). Distributions in anticipation of a Dissolution
Event or subsequent to a Dissolution Event shall be made as provided in Section
12.3. All other Distributions shall be allocated among the Members and Assignees
in proportion to the Units.

          7.6 Allocations and Distributions to New Members and Assignees. If
Units are transferred or if additional Units are issued to a new Member during
any Fiscal Year, Profits and Losses, or each item thereof, and all other items
attributable to such Units for such Fiscal Year shall be allocated to the
Assignee or the new Member in accordance with Section 706(d) of the Code, using
any conventions permitted by law and selected by the Managers. All Distributions
paid on or before the date of a Transfer shall be paid to the transferor, and
all Distributions paid thereafter shall be made to the transferee. If a Transfer
does not comply with the provisions of Article IX hereof, then all of such items
shall be allocated to the Person who attempted to make the Transfer.


                                       14



                                  ARTICLE VIII
                                      TAXES

          8.1 Method of Accounting For Tax Purposes. The records of the Company
shall be maintained on the method of accounting selected by the Manager, which
shall satisfy the requirements of the Code and the Regulations.

          8.2 Tax Matters Partner. The Managers shall designate one of the
Members as the "tax matters partner" of the Company pursuant to Section
6231(a)(7) of the Code. Such Member shall take such actions as are necessary to
cause each other Member and Assignee to become a "notice partner" within the
meaning of Section 6223 of the Code. Such Member shall not take any action
contemplated by Sections 6223 through 6229 of the Code without the prior consent
of a Majority-In-Interest of the Members.

                                   ARTICLE IX
                                TRANSFER OF UNITS

          A Member or Assignee may Transfer all or any part of such Person's
Units; provided, however, that, as a condition to recognizing the effectiveness
of any proposed Transfer of Units or admission of an Assignee as a Member, the
Manager or the remaining Members may require the transferring Person and/or the
proposed transferee, to execute such instruments of transfer, assignment and
assumption and such other documents, and to perform all such other acts which
the Manager or the remaining Members may deem necessary or desirable to:


          (a) Constitute such transferee, as an Assignee or a Member;

          (b) Confirm that the Person desiring to acquire Units, or to be
     admitted as a Member, has accepted, assumed and agreed to be subject and
     bound by all of the terms, obligations and conditions of this Agreement, as
     the same may have been further amended (whether such Person is to be
     admitted as a Member or will merely be an Assignee);

          (c) Preserve, after the Transfer, the Company's status under the laws
     of each jurisdiction in which the Company is qualified, organized or does
     business;

          (d) Maintain the Company's classification as a partnership for federal
     income tax purposes; and

          (e) Assure compliance with any applicable state and federal laws
     including securities laws and regulations.

Any purported Transfer of Units not in compliance with this Article IX shall be
null and void.

                                       15




                                   ARTICLE X
                               ADDITIONAL MEMBERS

          From the date of the formation of the Company, any Person acceptable
to the Members by their unanimous consent thereto may become a Member in this
Company either by the issuance by the Company of Units for such consideration as
the Members by their unanimous consent shall determine, or as an approved
transferee of a Member's Units or any portion thereof, subject to the terms and
conditions of this Agreement.

                                   ARTICLE XI
                            DISSOCIATION OF A MEMBER

          11.1 Dissociation. A Person shall cease to be a Member upon the
happening of any of the following events:

          (a) The withdrawal of such Member;

          (b) Such Member becoming a Bankrupt Member;

          (c) In the case of a Member who is a natural person, the death of the
     Member;

          (d) In the case of a Member who is acting as a Member by virtue of
     being a trustee of a trust, the termination of the trust (but not merely
     the substitution of a new trustee);

          (e) In the case of a Member that is an organization other than a
     corporation, the dissolution and commencement of winding up of the separate
     organization;

          (f) In the case of a Member that is a corporation, the filing of a
     certificate of dissolution, or its equivalent, for the corporation or the
     revocation of its charter; or

          (g) In the case of a Member that is an estate, the distribution by the
     fiduciary of the estate's Units.

          11.2 Rights of Dissociating Member. In the event any Member
dissociates prior to the dissolution and winding up of the Company:

          (a) If the Dissociation causes a dissolution and winding up of the
     Company under Article XII hereof, the Member shall be entitled to
     participate in the winding up of the Company to the same extent as any
     other Member except that any Distributions to which the Member would have
     been entitled shall be reduced by the damages sustained by the Company as a
     result of the Dissolution and winding up; and

          (b) If the Dissociation does not cause a dissolution and winding up of
     the Company under Article XII hereof, the dissociated Person shall
     thereafter hold Units as an Assignee.


                                       16



                                  ARTICLE XII
                           DISSOLUTION AND WINDING UP

          12.1 Dissolution. The Company shall be dissolved and its affairs wound
up, upon the first to occur of the following events:

          (a) The expiration of the term, if any, set forth in the Articles;

          (b) The unanimous written consent of all of the Members;

          (c) The Dissociation of any Member, unless the business of the Company
     is continued with the written consent of a Majority-In-Interest of the
     remaining Members within 60 days after such Dissociation; and

          (d) At any time that there cease to be two (2) or more Members.

          12.2 Effect of Dissolution. Upon dissolution, the existence of the
Company shall continue, but the Managers shall wind up all of the Company's
affairs and proceed to liquidate all of the Company's assets as promptly as is
consistent with obtaining their fair value.

          12.3 Distribution of Assets on Dissolution. Upon the winding up of the
Company, the Company property shall be distributed:

          (a) To creditors, including Managers and Members who are creditors, to
     the extent permitted by law, in satisfaction of liabilities of the Company;

          (b) To Members and Assignees in accordance with positive Capital
     Account balances taking into account all Capital Account adjustments for
     the Company's taxable year in which the liquidation occurs. Liquidation
     proceeds shall be paid within 60 days of the end of the Company's taxable
     year or, if later, within 90 days after the date of liquidation. Such
     Distributions shall be in cash or property (which need not be distributed
     proportionately) or partly in both, as determined by the Managers.

          12.4 Winding Up and Certificate of Dissolution. The winding up of the
Company shall be completed when all debts, liabilities, and obligations of the
Company have been paid and discharged or reasonably adequate provision therefor
has been made, and all of the remaining property and assets of the Company have
been distributed to the Members. Upon the completion of winding up of the
Company, the Managers shall execute and deliver a certificate of dissolution to
the Secretary of State for filing. The certificate of dissolution shall set
forth the information required by the Act.

                                  ARTICLE XIII
                                 INDEMNIFICATION

          13.1 General. The Company shall indemnify any Person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, by reason of the fact that it is
or was a Manager or Member of the Company, or who,


                                       17



while a Manager or Member of the Company, is or was serving at the request of
the Company as a director, officer, partner, manager, member, trustee, employee
or agent of another corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise, whether for profit or
not, against expenses (including counsel fees), judgments, settlements,
penalties and fines (including excise taxes assessed with respect to employee
benefit plans) actually or reasonably incurred in accordance with such action,
suit or proceeding, if such Manager or Member acted in good faith and in a
manner reasonably believed by such Manager or Member to have been, in the case
of conduct taken as a Manager or Member, in the best interest of the Company and
in all other cases, not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, either such Person had reasonable
cause to believe such conduct was lawful or no reasonable cause to believe such
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the Person did
not meet the prescribed standard of conduct. The Company may also, with the
consent of the Managers and a Majority-in-Interest of the Members, indemnify any
Assignee or employee or agent of the Company who is not a Manager or Member in
the manner and to the extent that it shall indemnify Managers or Members
pursuant to this section.

          13.2 Authorization. To the extent that a Manager or Member has been
successful, on the merits or otherwise, in the defense of any action, suit or
proceeding referred to in Section 13.1, or in the defense of any claim, issue or
matter therein, the Company shall indemnify such Person against expenses
(including counsel fees) actually and reasonably incurred by such Person in
connection therewith. Any other indemnification under Section 13.1 shall be made
by the Company only as authorized in the specific case, upon a determination
that indemnification of the Manager or Member, employee or agent is permissible
in the circumstances because such Person has met the applicable standard of
conduct. Such determination may be made by either: (a) a majority in number of
the Managers who are not at the time parties to such action, suit or proceeding;
(b) a Majority-In-Interest of the Members who are not at the time parties to
such action, suit or proceeding; or (c) a third party designated by the Managers
or a Majority-In-Interest of the Members.

          13.3 Reliance on Information. For purposes of any determination under
Section 13.1, a Person shall be deemed to have acted in good faith and to have
otherwise met the applicable standard of conduct set forth in Section 13.1 if
the action is based on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by (a)
one or more Managers, Members or employees of the Company or another enterprise
whom the Person reasonably believes to be reliable and competent in the matters
presented; (b) legal counsel, appraisers or other persons as to matters
reasonably believed to be within such person's professional or expert
competence; or (c) the board of directors or other governing body of another
enterprise. The term "another enterprise" as used in this Section 13.3 shall
mean any other corporation or any partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise of which such Person
is or was serving at the request of the Company as a director, officer, partner,
manager, member, trustee, employee or agent. The provisions of this Section 13.3
shall not be deemed to be exclusive or to limit in any way the circumstances in
which a Person may be deemed to have met the applicable standard of conduct set
forth in Section 13.1.

                                       18




          13.4 Advancement of Expenses. Expenses incurred in connection with any
civil or criminal action, suit or proceeding may be paid for or reimbursed by
the Company in advance of the final disposition of such action, suit or
proceeding, as authorized in the specific case in the same manner described in
Section 13.2, upon receipt of a written affirmation of the Manager, Member,
employee or agent's good faith belief that such Person has met the standard of
conduct described in Section 13.1 and upon receipt of a written undertaking by
or on behalf of such Person to repay such amount if it shall ultimately be
determined that such Person did not meet the standard of conduct, and a
determination is made that the facts then known to those making the
determination shall not preclude indemnification under this Article.

          13.5 Non-Exclusive Provisions; Vesting. The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which a
Person seeking indemnification may be entitled. The right of any Person to
indemnification under this Article shall vest at the time of occurrence or
performance of any event, act or omission giving rise to any action, suit or
proceeding of the nature referred to in Section 13.1 and, once vested, shall not
later be impaired as a result of any amendment, repeal, alteration or other
modification of any or all of these provisions.

          13.6 Definitions. For purposes of this Article, serving an employee
benefit plan at the request of the Company shall include any service as a
director, officer, employee or agent of an entity which imposes duties on, or
involves services by such director, officer, employee, or agent with respect to
an employee benefit plan, its participants, or beneficiaries. A Person who acted
in good faith and in a manner reasonably believed to be in the best interests of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interest of the Company"
referred to in this Article. For purposes of this Article, "party" includes any
individual who is or was a plaintiff, defendant or respondent in any action,
suit or proceeding, or who is threatened to be made a named defendant or
respondent in any action, suit or proceeding.

                                  ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

          14.1 Entire Agreement. This Agreement and the Articles represent the
entire agreement among all the Members.

          14.2 Amendment or Modification of this Agreement. This Agreement may
be amended or modified from time to time only by a written instrument with the
unanimous consent of the Members.

          14.3 No Partnership Intended for Nontax Purposes. The Members have
formed the Company under the Act, and expressly do not intend hereby to form a
partnership or a limited partnership. The Members do not intend to be partners
one to another, or partners as to any third party. To the extent any Member, by
word or action, represents to another person that any other Member is a partner
or that the Company is a partnership, the Member making such wrongful
representation shall be liable to any other Member who incurs personal liability
by reason of such wrongful representation.

                                       19




          14.4 Rights of Creditors and Third Parties under this Agreement. This
Agreement is entered into among the Members for the exclusive benefit of the
Company, its Managers, Members, and their successors and assignees. This
Agreement is expressly not intended for the benefit of any creditor of the
Company or any other Person. Except and only to the extent provided by
applicable statute, no such creditor or third party shall have any rights under
this Agreement or any agreement between the Company and any Member with respect
to any Capital Contribution or otherwise.

          14.5 Notice. All notices required or permitted by this Agreement shall
be in writing. Notice to the Company or the Managers shall be given to its
principal office or personally delivered to any Manager. Notice to a Member or
Assignee shall be given or personally delivered to the Member or Assignee at the
address reflected in the Company's records unless such Member or Assignee has
notified the Company in writing of a different address.

          14.6 Headings. Section and other headings contained in this Agreement
are for reference purposes only and are not intended to describe, interpret,
define or limit the scope, extent or intent of any provision of this Agreement.

          14.7 Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reason,
such illegality or invalidity shall not affect the legality or validity of the
remainder of this Agreement.

          14.8 Number and Gender. All provisions and references to gender shall
be deemed to refer to masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.

          14.9 Binding Effect. Except as otherwise provided in this Agreement,
every covenant, term and provision of this Agreement shall be binding upon and
inure to the benefit of the Members and their respective heirs, legatees, legal
representatives, successors and assigns.

          14.10 Counterparts. This Agreement may be executed in any number of
counterparts with the same effect as if all such parties executed the same
document. All such counterparts shall constitute one agreement.

          14.11 No Partition. Notwithstanding any other provision hereof or of
any governing law, no Member shall have the right of partition with respect to
any property of the Company during the term hereof; nor shall any Member make
application to any court or authority having jurisdiction in the matter, or
otherwise commence or prosecute any action or proceeding for partition of
Company property or the sale thereof. Upon any breach of the provision of this
paragraph, the Company and each other Member, in addition to any other rights or
remedies which they have at law or in equity, shall be entitled to a decree or
other order restraining and enjoining any such application, action or
proceeding.

          14.12 Indiana Law Controlling. The laws of the State of Indiana,
including the Act, shall govern the validity of this Agreement, the construction
of its terms and the interpretation of the rights and duties of the parties
hereto.


                                       20




          IN WITNESS WHEREOF, this Agreement has been executed by the
undersigned Members as of the date first above written.

                                  MEMBERS:

                                  SHOP-RITE, INC., a Wisconsin corporation

                                  By: /s/ Edward G. Kitz
                                      --------------------------
                                  Printed: Edward G. Kitz
                                  Title: Vice President and Secretary

                                  SCOT LAD FOODS, INC., a Wisconsin corporation

                                  By: /s/ Edward G. Kitz
                                      --------------------------
                                  Printed: Edward G. Kitz
                                  Title: Vice President and Secretary


                                       21




                                    EXHIBIT A
                                    ---------

                                      Initial
                                Capital Contribution
Member                                and Value                 Number of Units
- ------                             ---------------              ---------------

Shop-Rite, Inc.                          $1                             1

Scot Lad Foods, Inc.                    $99                            99

EX-4.1

                                                                     Exhibit 4.1

                                                                  EXECUTION COPY


                                 ROUNDY'S, INC.

                     and each of the Guarantors named herein

                              SERIES A AND SERIES B
                    8 7/8% SENIOR SUBORDINATED NOTES DUE 2012

                           ---------------------------

                                    INDENTURE

                            Dated as of June 6, 2002

                           ---------------------------

                            BNY Midwest Trust Company

                                     Trustee

                           ---------------------------


- --------------------------------------------------------------------------------



                             CROSS-REFERENCE TABLE*



        Trust Indenture
        Act Section                                                     Indenture Section
                                                                     
        310(a)(1) ....................................................            7.10
           (a)(2) ....................................................            7.10
           (a)(3) ....................................................            N.A.
           (a)(4) ....................................................            N.A.
           (a)(5) ....................................................            7.10
           (b) .......................................................            7.10
           (c) .......................................................            N.A.
        311(a) .......................................................            7.11
           (b) .......................................................            7.11
           (c) .......................................................            N.A.
        312(a) .......................................................            2.05
           (b) .......................................................           13.03
           (c) .......................................................           13.03
        313(a) .......................................................            7.06
           (b)(1) ....................................................            N.A.
           (b)(2) ....................................................         7.06; 7.07
           (c) .......................................................        7.06; 12.02
           (d) .......................................................            7.06
        314(a) .......................................................     4.03;13.02; 13.05
           (b) .......................................................            N.A.
           (c)(1) ....................................................           13.04
           (c)(2) ....................................................           13.04
           (c)(3) ....................................................            N.A.
           (d) .......................................................            N.A.
           (e) .......................................................           13.05
           (f) .......................................................            N.A.
        315(a) .......................................................            7.01
           (b) .......................................................         7.05,13.02
           (c) .......................................................            7.01
           (d) .......................................................            7.01
           (e) .......................................................            6.11
        316(a) (last sentence) .......................................            2.09
           (a)(1)(A) .................................................            6.05
           (a)(1)(B) .................................................            6.04
           (a)(2) ....................................................            N.A.
           (b) .......................................................            6.07
           (c) .......................................................            2.12
        317(a)(1) ....................................................            6.08
           (a)(2) ....................................................            6.09
           (b) .......................................................            2.04
        318(a) .......................................................           13.01
           (b) .......................................................            N.A.
           (c) .......................................................           13.01


N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.



                                TABLE OF CONTENTS



                                                                                                  Page
                                                                                            
                                               ARTICLE 1.
                                     DEFINITIONS AND INCORPORATION
                                              BY REFERENCE
Section 1.01   Definitions .....................................................................     1
Section 1.02   Other Definitions ...............................................................    24
Section 1.03   Incorporation by Reference of Trust Indenture Act ...............................    24
Section 1.04   Rules of Construction ...........................................................    25

                                               ARTICLE 2.
                                               THE NOTES

Section 2.01   Form and Dating .................................................................    25
Section 2.02   Execution and Authentication ....................................................    26
Section 2.03   Registrar and Paying Agent ......................................................    27
Section 2.04   Paying Agent to Hold Money in Trust .............................................    27
Section 2.05   Holder Lists ....................................................................    27
Section 2.06   Transfer and Exchange ...........................................................    28
Section 2.07   Replacement Notes ...............................................................    40
Section 2.08   Outstanding Notes ...............................................................    40
Section 2.09   Treasury Notes ..................................................................    40
Section 2.10   Temporary Notes .................................................................    41
Section 2.11   Cancellation ....................................................................    41
Section 2.12   Defaulted Interest ..............................................................    41

                                               ARTICLE 3.
                                       REDEMPTION AND PREPAYMENT

Section 3.01   Notices to Trustee ..............................................................    41
Section 3.02   Selection of Notes to Be Redeemed or Purchased ..................................    42
Section 3.03   Notice of Redemption ............................................................    42
Section 3.04   Effect of Notice of Redemption ..................................................    43
Section 3.05   Deposit of Redemption or Purchase Price .........................................    43
Section 3.06   Notes Redeemed or Purchased in Part .............................................    43
Section 3.07   Optional Redemption .............................................................    44
Section 3.08   Mandatory Redemption ............................................................    44
Section 3.09   Offer to Purchase by Application of Excess Proceeds .............................    44

                                               ARTICLE 4.
                                               COVENANTS

Section 4.01   Payment of Notes ................................................................    46
Section 4.02   Maintenance of Office or Agency .................................................    46
Section 4.03   Reports .........................................................................    47
Section 4.04   Compliance Certificate ..........................................................    47
Section 4.05   Taxes ...........................................................................    48
Section 4.06   Stay, Extension and Usury Laws ..................................................    48
Section 4.07   Restricted Payments .............................................................    48
Section 4.08   Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries .......    51
Section 4.09   Incurrence of Indebtedness and Issuance of Preferred Stock ......................    53
Section 4.10   Asset Sales .....................................................................    56


                                       i



                                                                                            
Section 4.11   Transactions with Affiliates ....................................................    58
Section 4.12   Liens ...........................................................................    60
Section 4.13   Business Activities .............................................................    60
Section 4.14   Corporate Existence .............................................................    60
Section 4.15   Offer to Repurchase Upon Change of Control ......................................    60
Section 4.16   Anti-Layering ...................................................................    62
Section 4.17   Limitation on Sale and Leaseback Transactions ...................................    62
Section 4.18   Payments for Consent ............................................................    63
Section 4.19   Designation of Restricted and Unrestricted Subsidiaries .........................    63
Section 4.20   Additional Note Guarantees ......................................................    63

                                               ARTICLE 5.
                                               SUCCESSORS

Section 5.01   Merger, Consolidation, or Sale of Assets ........................................    63
Section 5.02   Successor Corporation Substituted ...............................................    64

                                               ARTICLE 6.
                                         DEFAULTS AND REMEDIES

Section 6.01      Events of Default ............................................................    65
Section 6.02      Acceleration .................................................................    66
Section 6.03      Other Remedies ...............................................................    67
Section 6.04      Waiver of Past Defaults ......................................................    67
Section 6.05      Control by Majority ..........................................................    68
Section 6.06      Limitation on Suits ..........................................................    68
Section 6.07      Rights of Holders of Notes to Receive Payment ................................    68
Section 6.08      Collection Suit by Trustee ...................................................    68
Section 6.09      Trustee May File Proofs of Claim .............................................    69
Section 6.10      Priorities ...................................................................    69
Section 6.11      Undertaking for Costs ........................................................    69

                                               ARTICLE 7.
                                                TRUSTEE

Section 7.01      Duties of Trustee ............................................................    70
Section 7.02      Rights of Trustee ............................................................    71
Section 7.03      Individual Rights of Trustee .................................................    71
Section 7.04      Trustee's Disclaimer .........................................................    71
Section 7.05      Notice of Defaults ...........................................................    71
Section 7.06      Reports by Trustee to Holders of the Notes ...................................    72
Section 7.07      Compensation and Indemnity ...................................................    72
Section 7.08      Replacement of Trustee .......................................................    73
Section 7.09      Successor Trustee by Merger, etc .............................................    74
Section 7.10      Eligibility; Disqualification ................................................    74
Section 7.11      Preferential Collection of Claims Against Company ............................    74

                                               ARTICLE 8.
                                LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance .....................    74
Section 8.02      Legal Defeasance and Discharge ...............................................    74
Section 8.03      Covenant Defeasance ..........................................................    75
Section 8.04      Conditions to Legal or Covenant Defeasance ...................................    75



                                       ii



                                                                                            
Section 8.05   Deposited Money and Government Securities to be Held in Trust; Other
                 Miscellaneous Provisions ......................................................    76
Section 8.06   Repayment to Company ............................................................    77
Section 8.07   Reinstatement ...................................................................    77

                                              ARTICLE 9.
                                   AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes .............................................    77
Section 9.02   With Consent of Holders of Notes ................................................    78
Section 9.03   Compliance with Trust Indenture Act .............................................    80
Section 9.04   Revocation and Effect of Consents ...............................................    80
Section 9.05   Notation on or Exchange of Notes ................................................    80
Section 9.06   Trustee to Sign Amendments, etc .................................................    80

                                              ARTICLE 10.
                                             SUBORDINATION

Section 10.01  Agreement to Subordinate ........................................................    80
Section 10.02  Liquidation; Dissolution; Bankruptcy ............................................    81
Section 10.03  Default on Designated Senior Debt ...............................................    81
Section 10.04  Acceleration of Notes ...........................................................    82
Section 10.05  When Distribution Must Be Paid Over .............................................    82
Section 10.06  Notice by Company ...............................................................    82
Section 10.07  Subrogation .....................................................................    82
Section 10.08  Relative Rights .................................................................    83
Section 10.09  Subordination May Not Be Impaired by Company ....................................    83
Section 10.10  Distribution or Notice to Representative ........................................    83
Section 10.11  Rights of Trustee and Paying Agent ..............................................    83
Section 10.12  Authorization to Effect Subordination ...........................................    84
Section 10.13  Amendments ......................................................................    84

                                              ARTICLE 11.
                                            NOTE GUARANTEES

Section 11.01  Guarantee .......................................................................    84
Section 11.02  Subordination of Note Guarantee .................................................    85
Section 11.03  Limitation on Guarantor Liability ...............................................    85
Section 11.04  Execution and Delivery of Note Guarantee ........................................    85
Section 11.05  Guarantors May Consolidate, etc., on Certain Terms ..............................    86
Section 11.06  Releases Following Sale of Assets ...............................................    87

                                              ARTICLE 12.
                                      SATISFACTION AND DISCHARGE

Section 12.01  Satisfaction and Discharge ......................................................    87
Section 12.02  Application of Trust Money ......................................................    88

                                              ARTICLE 13.
                                             MISCELLANEOUS

Section 13.01  Trust Indenture Act Controls ....................................................    88
Section 13.02  Notices .........................................................................    88
Section 13.03  Communication by Holders of Notes with Other Holders of Notes ...................    89
Section 13.04  Certificate and Opinion as to Conditions Precedent ..............................    90
Section 13.05  Statements Required in Certificate or Opinion ...................................    90



                                       iii



                                                                                            
Section 13.06  Rules by Trustee and Agents .....................................................    90
Section 13.07  No Personal Liability of Directors, Officers, Employees and Stockholders ........    90
Section 13.08  Governing Law ...................................................................    90
Section 13.09  No Adverse Interpretation of Other Agreements ...................................    91
Section 13.10  Successors ......................................................................    91
Section 13.11  Severability ....................................................................    91
Section 13.12  Counterpart Originals ...........................................................    91
Section 13.13  Table of Contents, Headings, etc ................................................    91

                                                EXHIBITS

Exhibit A1     FORM OF NOTE
Exhibit A2     FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B      FORM OF CERTIFICATE OF TRANSFER
Exhibit C      FORM OF CERTIFICATE OF EXCHANGE
Exhibit D      FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E      FORM OF NOTE GUARANTEE
Exhibit F      FORM OF SUPPLEMENTAL INDENTURE



                                       iv



         INDENTURE dated as of June 6, 2002 among Roundy's, Inc., a Wisconsin
corporation (the "Company"), the Guarantors (as defined) and BNY Midwest Trust
Company, as trustee (the "Trustee").

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 8 7/8% Series A Senior Subordinated Notes due 2012 (the "Series
A Notes") and the 8 7/8% Series B Senior Subordinated Notes due 2012 (the
"Series B Notes" and, together with the Series A Notes, the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01   Definitions.

         "144A Global Note" means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

         "Acquired Debt" means, with respect to any specified Person:

                 (1)   Indebtedness of any other Person existing at the time
         such other Person is merged with or into or became a Subsidiary of
         such specified Person, whether or not such Indebtedness is incurred in
         connection with, or in contemplation of, such other Person merging
         with or into, or becoming a Subsidiary of, such specified Person; and

                 (2)   Indebtedness secured by a Lien encumbering any asset
         acquired by such specified Person.

         "Additional Notes" means additional notes (other than the Initial
Notes) issued from time to time under this Indenture in accordance with Sections
2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" will have correlative meanings. No Person (other than the Company or any
of its Subsidiaries) in whom a Receivables Subsidiary makes an Investment in
connection with a Qualified Receivables Transaction will be deemed to be an
Affiliate of the Company or any of its Subsidiaries solely by reason of such
Investment.

         "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Clearstream that apply to such transfer or
exchange.

                                       1



         "Asset Sale" means:

                 (1)   the sale, lease, conveyance or other disposition of any
         assets or rights, other than sales of inventory in the ordinary course
         of business consistent with past practices; provided that the sale,
         conveyance or other disposition of all or substantially all of the
         assets of the Company and its Restricted Subsidiaries taken as a whole
         will be governed by the provisions of 4.15 and/or Section 5.01 and not
         be the provisions of Section 4.10 hereof;

                 (2)   the issuance or sale of Equity Interests by any of the
         Company's Restricted Subsidiaries or the sale of Equity Interests in
         any of its Restricted Subsidiaries.

         Notwithstanding the preceding, none of the following items will be
         deemed to be an Asset Sale:

                 (1)   any single transaction or series of related transactions
         that involves assets having a fair market value of less than $2.0
         million;

                 (2)   a transfer of assets between or among the Company and its
         Restricted Subsidiaries;

                 (3)   an issuance of Equity Interests by a Restricted
         Subsidiary to the Company or to another Restricted Subsidiary;

                 (4)   the sale or lease of equipment, inventory, accounts
         receivable or other assets in the ordinary course of business;

                 (5)   the sale or other disposition of cash or Cash
         Equivalents;

                 (6)   a Restricted Payment or Permitted Investment that is
         permitted by Section 4.07;

                 (7)   any sale of Equity Interests in, or Indebtedness or other
         securities of, an Unrestricted Subsidiary;

                 (8)   sales of accounts receivable and related assets of the
         type specified in the definition of "Qualified Receivables Transaction"
         to a Receivables Subsidiary for the fair market value thereof,
         including cash in an amount at least equal to 75% of the book value
         thereof as determined in accordance with GAAP, it being understood
         that, for the purposes of this clause (8), notes received in exchange
         for the transfer of accounts receivable and related assets will be
         deemed cash if the Receivables Subsidiary or other payor is required to
         repay said notes as soon as practicable from cash collections available
         to the Receivables Subsidiary or other payor less amounts required to
         be established as reserves pursuant to contractual agreements with
         entities that are not Affiliates of the Company entered into as part of
         a Qualified Receivables Transaction; and

                 (9) transfers of accounts receivable and related assets of the
         type specified in the definition of "Qualified Receivables Transaction"
         (or a fractional undivided interest therein) by a Receivables
         Subsidiary in a Qualified Receivables Transaction.

         "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale and leaseback transaction including any period for which such lease
has been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction,

                                       2



determined in accordance with GAAP; provided, however, that if such sale and
leaseback transaction is also a Capital Lease Obligation, it will be treated as
such for all purposes under this Indenture.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

         "Board of Directors" means:

                 (1)   with respect to a corporation, the board of directors of
         the corporation;

                 (2)   with respect to a partnership, the Board of Directors of
         the general partner of the partnership; and

                 (3)   with respect to any other Person, the board or committee
         of such Person serving a similar function.

         "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

         "Business Day" means any day other than a Legal Holiday.

         "Capital Lease Obligation" means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would at
such time be required to be capitalized on a balance sheet in accordance with
GAAP.

         "Capital Stock" means:

                 (1)   in the case of a corporation, corporate stock;

                 (2)   in the case of an association or business entity, any and
         all shares, interests, participations, rights or other equivalents
         (however designated) of corporate stock;

                 (3)   in the case of a partnership or limited liability
         company, partnership or membership interests (whether general or
         limited); and

                 (4)   any other interest or participation that confers on a
         Person the right to receive a share of the profits and losses of, or
         distributions of assets of, the issuing Person.

         "Cash Equivalents" means:

                 (1)   United States dollars;

                 (2)   securities issued or directly and fully guaranteed or
         insured by the United States government or any agency or
         instrumentality of the United States government (provided that the

                                       3



         full faith and credit of the United States is pledged in support of
         those securities) having maturities of not more than 12 months from the
         date of acquisition;

                 (3)   certificates of deposit and eurodollar time deposits with
         maturities of 12 months or less from the date of acquisition, bankers'
         acceptances with maturities not exceeding 12 months and overnight bank
         deposits, in each case, with any lender party to the Credit Agreement
         or with any domestic commercial bank having capital and surplus in
         excess of $500.00 million and a Thomson Bank Watch Rating of "B" or
         better;

                 (4)   repurchase obligations with a term of not more than seven
         days for underlying securities of the types described in clauses (2)
         and (3) above entered into with any financial institution meeting the
         qualifications specified in clause (3) above;

                 (5)   commercial paper having a rating no lower than "A-2" from
         Moody's or "P2" from S&P and in each case maturing within 12 months
         after the date of acquisition;

                 (6)   money market funds at least 95% of the assets of which
         constitute Cash Equivalents of the kinds described in clauses (1)
         through (5) of this definition; and

                 (7)   readily marketable direct obligations issued by any state
         of the United States or any political subdivision thereof, in either
         case having one of the two highest rating categories obtainable from
         either Moody's or S&P.

         "Clearstream" means Clearstream Banking, S.A.

         "Change of Control" means the occurrence of the following:

                 (1)   the direct or indirect sale, transfer, conveyance or
         other disposition (other than by way of merger or consolidation), in
         one or a series of related transactions, of all or substantially all of
         the properties or assets of the Company and its Restricted Subsidiaries
         taken as a whole to any "person" (as that term is used in Section
         13(d)(3) of the Exchange Act) other than a Principal or a Related Party
         of a Principal;

                 (2)   the adoption of a plan relating to the liquidation or
         dissolution of the Company;

                 (3)   the consummation of any transaction (including, without
         limitation, any merger or consolidation) the result of which is that
         any "person" (as defined above), other than the Principals and their
         Related Parties, becomes the Beneficial Owner, directly or indirectly,
         of more than 50% of the Voting Stock of the Company, measured by voting
         power rather than number of shares; or

                 (4)   the first day on which a majority of the members of the
         Board of Directors of the Company are not Continuing Directors.

         "Company" means Roundy's, Inc., and any and all successors thereto.

                                        4



         "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:

                 (1)   an amount equal to any extraordinary loss plus any net
         loss realized by such Person or any of its Restricted Subsidiaries in
         connection with an Asset Sale, to the extent such losses were deducted
         in computing such Consolidated Net Income; plus

                 (2)   provision for taxes based on income or profits of such
         Person and its Restricted Subsidiaries for such period, to the extent
         that such provision for taxes was deducted in computing such
         Consolidated Net Income; plus

                 (3)   consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued and
         whether or not capitalized (including, without limitation, amortization
         of debt issuance costs and original issue discount, non-cash interest
         payments, the interest component of any deferred payment obligations,
         the interest component of all payments associated with Capital Lease
         Obligations, imputed interest with respect to Attributable Debt,
         commissions, discounts and other fees and charges incurred in respect
         of letter of credit or bankers' acceptance financings, and net of the
         effect of all payments made or received pursuant to Hedging
         Obligations), to the extent that any such expense was deducted in
         computing such Consolidated Net Income; plus

                 (4)   depreciation, amortization (including amortization of
         goodwill and other intangibles but excluding amortization of prepaid
         cash expenses that were paid in a prior period) and other non-cash
         items (excluding any such non-cash expense to the extent that it
         represents an accrual of or reserve for cash expenses in any future
         period or amortization of a prepaid cash expense that was paid in a
         prior period) of such Person and its Restricted Subsidiaries for such
         period to the extent that such depreciation, amortization and other
         non-cash items were deducted in computing such Consolidated Net Income;
         plus

                 (5)   all non-recurring costs and expenses of the Company and
         its Restricted Subsidiaries incurred within three months of date of
         this Indenture in connection with the Transactions, including the
         related financing transactions; plus

                 (6)   all non-cash charges relating to employee benefit or
         other management compensation plans of the Company or any of its
         Restricted Subsidiaries or any non-cash compensation charge arising
         from any grant of stock, stock options or other equity-based awards of
         the Company or any of its Restricted Subsidiaries (excluding in each
         case any non-cash charge to the extent that it represents an accrual of
         or reserve for cash expenses in any future period or amortization of a
         prepaid cash expense incurred in a prior period), in each case, to the
         extent that such non-cash charges were deducted in computing such
         Consolidated Net Income; plus

                 (7)   all items classified as extraordinary, unusual or
         nonrecurring non-cash losses or charges (including, without limitation,
         severance, relocation and other restructuring costs), and related tax
         effects according to GAAP to the extent such non-cash charges or losses
         were deducted in computing such Consolidated Net Income; minus

                 (8)   non-cash items increasing such Consolidated Net Income
         for such period, other than the accrual of revenue in the ordinary
         course of business,

in each case, on a consolidated basis and determined in accordance with GAAP.

                                       5



         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

                 (1)   the Net Income of any Person that is not a Restricted
         Subsidiary or that is accounted for by the equity method of accounting
         will be included only to the extent of the amount of dividends or
         distributions paid in cash to the specified Person or a Restricted
         Subsidiary of the Person;

                 (2)   the Net Income of any Restricted Subsidiary will be
         excluded to the extent that the declaration or payment of dividends or
         similar distributions by that Restricted Subsidiary of that Net Income
         is not at the date of determination permitted without any prior
         governmental approval (that has not been obtained) or, directly or
         indirectly, by operation of the terms of its charter or any agreement,
         instrument, judgment, decree, order, statute, rule or governmental
         regulation applicable to that Restricted Subsidiary or its stockholders
         (except to the extent of the amount of dividends or distributions that
         have actually been paid in the calculation period);

                 (3)   the Net Income of any Person acquired in a pooling of
         interests transaction for any period prior to the date of such
         acquisition will be excluded;

                 (4)   the cumulative effect of a change in accounting
         principles will be excluded; and

                 (5)   the net loss of any Person that is not a Restricted
         Subsidiary will be excluded.

         "Consolidated Net Tangible Assets" means, with respect to the Company,
the total of all assets appearing on the consolidated balance sheet of the
Company and its majority owned or Wholly Owned Restricted Subsidiaries, as
determined on a consolidated basis in accordance with GAAP, but excluding (i)
the book amount of all segregated intangible assets, (ii) all depreciation,
valuation and other reserves, (iii) current liabilities, (iv) any minority
interest in the stock and surplus of Restricted Subsidiaries, (v) investments in
subsidiaries that are not Restricted Subsidiaries, (vi) deferred income and
deferred liabilities and (vii) other items deductible under generally accepted
accounting principles.

         "Consolidated Net Worth" means, with respect to any specified Person as
of any date, the sum of:

         (1)     the consolidated equity of the common stockholders of such
         Person and its consolidated Subsidiaries as of such date; plus

         (2)     the respective amounts reported on such Person's balance sheet
         as of such date with respect to any series of preferred stock (other
         than Disqualified Stock) that by its terms is not entitled to the
         payment of dividends unless such dividends may be declared and paid
         only out of net earnings in respect of the year of such declaration and
         payment, but only to the extent of any cash received by such Person
         upon issuance of such preferred stock.

         "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who:

                 (1)   was a member of such Board of Directors on the date of
         this Indenture; or

                                       6



                 (2)   was nominated for election or elected to such Board of
         Directors with the approval of a majority of the Continuing Directors
         who were members of such Board at the time of such nomination or
         election.

         "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Agreement" means that certain Credit Agreement, expected to be
dated as of June 6, 2002 by and among the Company, Bear Stearns Corporate
Lending Inc. and Canadian Imperial Bank of Commerce, providing for up to
$375,000,000 of borrowings (including the term loans and revolving loans
thereunder), including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, modified, renewed, refunded, replaced or refinanced from time to time,
including any agreement extending the maturity of, refinancing, replacing or
otherwise restructuring (including increasing the amount of available borrowings
thereunder or adding Subsidiaries of the Company as additional borrowers or
Guarantors thereunder) all or any portion of the Indebtedness under such
agreement or any successor or replacement agreement and whether by the same or
any other agent, lender or group of lenders.

         "Credit Facilities" means, one or more debt facilities or indentures
(including, without limitation, the Credit Agreement or any other Revolving
Credit Facility or Term Loan Facility) or commercial paper facilities, in each
case with banks or other institutional lenders providing for revolving credit
loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables), letters of credit or other long-term
indebtedness, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.

         "Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

         "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A1 hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

         "Designated Non-Cash Consideration" means any non-cash consideration
received by the Company or any of its Restricted Subsidiaries in connection with
an Asset Sale that is designated as Designated Non-Cash Consideration pursuant
to an Officers' Certificate setting forth the fair market value of such non-cash
consideration and the basis of the valuation.

         "Designated Senior Debt" means:

                 (1)   any Indebtedness outstanding under the Credit Agreement;
         and

                                       7



                 (2)   after payment in full of all Obligations under the Credit
         Agreement, any other Senior Debt permitted under this Indenture the
         principal amount of which is $25.0 million or more and that has been
         designated by the Company as "Designated Senior Debt."

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date that
is 91 days after the date on which the Notes mature; provided that if such
Capital Stock is issued to any employee or to any plan for the benefit of
employees of the Company or any of its Subsidiaries or by any such plan to such
employees, such Capital Stock shall not constitute Disqualified Stock solely
because it may be required to be repurchased by the Company or such Subsidiary
in order to satisfy applicable statutory or regulatory obligations or as a
result of such employee's death or disability. Notwithstanding the preceding
sentence, any Capital Stock that would constitute Disqualified Stock solely
because the holders of the Capital Stock have the right to require the Company
to repurchase such Capital Stock upon the occurrence of a change of control or
an asset sale will not constitute Disqualified Stock if the terms of such
Capital Stock provide that the Company may not repurchase or redeem any such
Capital Stock pursuant to such provisions unless such repurchase or redemption
complies with Section 4.07 hereof.

         "Domestic Subsidiary" means any Restricted Subsidiary of the Company
that was formed under the laws of the United States or any state of the United
States or the District of Columbia or that guarantees or otherwise provides
direct credit support for any Indebtedness of the Company.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Equity Offering" means (1) a public offering of common equity
securities or (2) a private placement of common equity securities yielding gross
proceeds to the issuer of at least $25.0 million, in each case, as applicable,
effected by the Company or its direct or indirect parent company (so long as the
proceeds of such equity offering are substantially concurrently contributed to
the Company).

         "Excluded Contributions" means the net cash proceeds received by the
Company after the date of this Indenture from (a) contributions to its common
equity capital and (b) the sale (other than to a Subsidiary or to any management
equity plan or stock option plan or any other management or employee benefit
plan or agreement of the Company or any of its Subsidiaries) of Capital Stock
(other than Disqualified Stock) of the Company, in each case designated within
60 days of the receipt of such net cash proceeds as Excluded Contributions
pursuant to an Officers' Certificate.

         "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

         "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

         "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

                                       8



         "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of this Indenture, until such amounts are repaid.

         "Fixed Charges" means with respect to any specified Person for any
period, the sum, without duplication, of:

                 (1)   the consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued,
         including, without limitation, amortization of debt issuance costs and
         original issue discount, non-cash interest payments, the interest
         component of any deferred payment obligations, the interest component
         of all payments associated with Capital Lease Obligations, imputed
         interest with respect to Attributable Debt, commissions, discounts and
         other fees and charges incurred in respect of letter of credit or
         bankers' acceptance financings, and net of the effect of all payments
         made or received pursuant to Hedging Obligations (excluding
         amortization of debt issuance costs associated with the Transactions);
         plus

                 (2)   the consolidated interest of such Person and its
         Restricted Subsidiaries that was capitalized during such period; plus

                 (3)   any interest expense on Indebtedness of another Person
         (other than an Investee Store) that is Guaranteed by such Person or one
         of its Restricted Subsidiaries or secured by a Lien on assets of such
         Person or one of its Restricted Subsidiaries, whether or not such
         Guarantee or Lien is called upon; plus

                 (4)   the product of (a) all dividends, whether paid or accrued
         and whether or not in cash, on any series of preferred stock of such
         Person or any of its Restricted Subsidiaries (but for the sake of
         clarity, not of Holdings), other than dividends on Equity Interests
         payable solely in Equity Interests of the Company (other than
         Disqualified Stock) or to the Company or a Restricted Subsidiary of the
         Company, times (b) (i) if such Person is not a taxable entity for U.S.
         federal income tax purposes, one and (ii) if such Person is such a
         taxable entity, a fraction, the numerator of which is one and the
         denominator of which is one minus the then current combined federal,
         state and local effective tax rate of such Person, expressed as a
         decimal, in each case, on a consolidated basis and in accordance with
         GAAP.

         "Fixed Charge Coverage Ratio" means, with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
and its Restricted Subsidiaries for such period to the Fixed Charges of such
Person and its Restricted Subsidiaries for such period. In the event that the
specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems preferred stock
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or prior to the date on which the event for
which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

         In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

                 (1)   acquisitions that have been made by the specified Person
         or any of its Restricted Subsidiaries, including through mergers or
         consolidations and including any related financing

                                       9



         transactions, during the four-quarter reference period or subsequent to
         such reference period and on or prior to the Calculation Date will be
         given pro forma effect as if they had occurred on the first day of the
         four-quarter reference period and Consolidated Cash Flow for such
         reference period will be calculated on a pro forma basis in accordance
         with Regulation S-X under the Securities Act (including any Pro Forma
         Cost Savings), but without giving effect to clause (3) of the proviso
         set forth in the definition of Consolidated Net Income;

                 (2)   the Consolidated Cash Flow attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses disposed of prior to the Calculation Date, will be excluded
         from the four-quarter reference period on a pro forma basis (as
         provided above);

                 (3)   the Fixed Charges attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses disposed of prior to the Calculation Date, will be excluded
         from the four-quarter reference period on a pro forma basis (as
          provided above), but only to the extent that the obligations giving
         rise to such Fixed Charges will not be obligations of the specified
         Person or any of its Restricted Subsidiaries following the Calculation
         Date; and

                 (4)   if since the beginning of such period any Person that
         subsequently became a Restricted Subsidiary or was merged with or into
         the Company or any Restricted Subsidiary since the beginning of such
         period shall have made any Investment, acquisition, disposition,
         discontinued operation, merger or consolidation that would have
         required adjustment pursuant to this definition, then the Fixed Charge
         Coverage Ratio shall be calculated giving pro forma effect thereto for
         such period as if such Investment, acquisition, disposition,
         discontinued operation, merger or consolidation had occurred at the
         beginning of the applicable four-quarter period.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

         "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

         "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

         "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

         "Guarantors" means each of:

                 (1)   the Company's direct and indirect Domestic Subsidiaries
         existing on the date of this Indenture; and

                                       10



                 (2)   any other Subsidiary that executes a Note Guarantee in
         accordance with the provisions of this Indenture, and their respective
         successors and assigns.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

                 (1)   interest rate swap agreements, interest rate cap
         agreements and interest rate collar agreements; and

                 (2)   other agreements or arrangements designed to protect such
         Person against fluctuations in interest rates, currency exchange rates
         or commodity prices.

         "Holder" means a Person in whose name a Note is registered.

         "Holdings" means Roundy's Acquisition Corp., a Delaware Corporation.

         "IAI Global Note" means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold to Institutional Accredited
Investors.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

                 (1)   in respect of borrowed money;

                 (2)   evidenced by bonds, notes, debentures or similar
         instruments or letters of credit (or reimbursement agreements in
         respect thereof);

                 (3)   in respect of banker's acceptances;

                 (4)   representing Capital Lease Obligations;

                 (5)   representing the balance deferred and unpaid of the
         purchase price of any property, except any such balance that
         constitutes an accrued expense or trade payable; or

                 (6)   representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

         The amount of any Indebtedness outstanding as of any date will be:

                 (1)   the accreted value of the Indebtedness, in the case of
         any Indebtedness issued with original issue discount; and

                                       11



                 (2)   the principal amount of the Indebtedness, together with
         any interest on the Indebtedness that is more than 30 days past due, in
         the case of any other Indebtedness.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Initial Notes" means the first $225.0 million aggregate principal
amount of Notes issued under this Indenture on the date hereof.

         "Initial Purchasers" means Bear, Stearns & Co. Inc. and CIBC World
Markets Corp.

         "Investee Store" means, a Person in which the Company or any of its
Restricted Subsidiaries has invested equity capital, to which it has made loans
or for which it has guaranteed loans, in any such case in accordance with the
business practice of the Company and its Restricted Subsidiaries of making
equity investments in, making loans to or guaranteeing loans made to Persons in
acquiring, remodeling, refurbishing, expanding or operating one or more retail
grocery stores.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

         "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Restricted Subsidiary of the Company such
that, after giving effect to any such sale or disposition, such Person is no
longer a Subsidiary of the Company, the Company will be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Company's Investments in such Subsidiary that were not sold or
disposed of in an amount determined as provided in the final paragraph of
Section 4.07 hereof. The acquisition by the Company or any Restricted Subsidiary
of the Company of a Person that holds an Investment in a third Person will be
deemed to be an Investment by the Company or such Subsidiary in such third
Person in an amount equal to the fair market value of the Investments held by
the acquired Person in such third Person in an amount determined as provided in
the final paragraph of Section 4.07 hereof.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York, Chicago or at a place of payment are
authorized by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest shall
accrue on such payment for the intervening period.

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the

                                       12



nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

         "Liquidated Damages" means all liquidated damages then owing pursuant
to Section 5 of the Registration Rights Agreement.

         "Moody's" means Moody's Investors Service, Inc.

         "Net Income" means, with respect to any Person, the net income (loss)
of such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however:

                 (1)   any gain or loss, together with any related provision for
         taxes on such gain or loss, realized in connection with:

                       (a)   any Asset Sale; or

                       (b)   the disposition of any securities by such Person or
         any of its Restricted Subsidiaries or the extinguishment of any
         Indebtedness of such Person or any of its Restricted Subsidiaries; and

                 (2)   any extraordinary gain or loss, together with any related
         provision for taxes on such extraordinary gain or loss.

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or
payable as a result of the Asset Sale, in each case, after taking into account
any available tax credits or deductions and any tax sharing arrangements, and
amounts required to be applied to the repayment of Indebtedness, other than
Indebtedness under a Credit Facility, secured by a Lien on the asset or assets
that were the subject of such Asset Sale and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP for adjustment in respect of any liabilities associated with such asset or
assets and retained by the Company after such sale or other disposition thereof,
including, without limitation, pension and other post-employment benefit
liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such transaction.

         "Non-Recourse Debt" means Indebtedness:

                 (1)   as to which neither the Company nor any of its Restricted
         Subsidiaries (a) provides credit support of any kind (including any
         undertaking, agreement or instrument that would constitute
         Indebtedness), (b) is directly or indirectly liable as a guarantor or
         otherwise, or (c) constitutes the lender;

                 (2)   no default with respect to which (including any rights
         that the holders of the Indebtedness may have to take enforcement
         action against an Unrestricted Subsidiary) would permit upon notice,
         lapse of time or both any holder of any other Indebtedness (other than
         the Notes) of the Company or any of its Restricted Subsidiaries to
         declare a default on such other

                                       13



         Indebtedness or cause the payment of the Indebtedness to be accelerated
         or payable prior to its stated maturity; and

                 (3)   as to which the lenders have been notified in writing
         that they will not have any recourse to the stock or assets of the
         Company or any of its Restricted Subsidiaries.

         "Non-U.S. Person" means a Person who is not a U.S. Person.

         "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

         "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context
otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

         "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

         "Permitted Business" means the lines of business conducted by the
Company and its Subsidiaries on the date of this Indenture and any businesses
similar, related, incidental or ancillary thereto or that constitutes a
reasonable extension or expansion thereof.

         "Permitted Investments" means:

                 (1)   any Investment in the Company or in a Restricted
         Subsidiary of the Company that is a Guarantor;

                 (2)   any Investment in Cash Equivalents;

                                       14



                 (3)   any Investment by the Company or any Subsidiary of the
         Company in a Person, if as a result of such Investment:

                       (a)   such Person becomes a Restricted Subsidiary of the
               Company and a Guarantor; or

                       (b)   such Person is merged, consolidated or amalgamated
               with or into, or transfers or conveys substantially all of its
               assets to, or is liquidated into, the Company or a Restricted
               Subsidiary of the Company that is a Guarantor;

                 (4)   any Investment made as a result of the receipt of
         non-cash consideration from an Asset Sale that was made pursuant to and
         in compliance with Section 4.10 hereof;

                 (5)   any Investment the payment for which consists solely of
         Equity Interests (other than Disqualified Stock) of the Company;

                 (6)   any Investments received in compromise of obligations of
         such persons incurred in the ordinary course of trade creditors or
         customers that were incurred in the ordinary course of business,
         including pursuant to any plan of reorganization or similar arrangement
         upon the bankruptcy or insolvency of any trade creditor or customer;

                 (7)   Hedging Obligations;

                 (8)   any Investments in direct financing leases for equipment
         and real estate owned or leased by the Company and leased to its
         customers in the ordinary course of business consistent with past
         practice;

                 (9)   Investments in Investee Stores either in the form of
         equity, loans or other extensions of credit having an aggregate fair
         market value (measured on the date each such Investment was made and
         without giving effect to subsequent changes in value), when taken
         together with all other Investments made pursuant to this clause (9)
         that are at that time outstanding not to exceed 5.0% of the Company's
         Consolidated Net Tangible Assets; and

                 (10)  any Investment existing on the date of this Indenture;

                 (11)  advances to employees and officers or loans to managerial
         employees for the purchase of Equity Interests, in all such cases not
         to exceed $3.0 million at any one time outstanding;

                 (12)  any Investment acquired by the Company or any of its
         Restricted Subsidiaries:

                       (a)   in exchange for any other Investment or accounts
               receivable held by the Company or any such Restricted Subsidiary
               in connection with or as a result of a bankruptcy, workout,
               reorganization or recapitalization of the issuer of such other
               Investment or accounts receivable, or

                       (b)   as a result of a foreclosure by the Company or any
               of its Restricted Subsidiaries with respect to any secured
               Investment or other transfer of title with respect to any secured
               Investment in default;

                                       15



                  (13) Investments consisting of the licensing or contribution
         of intellectual property pursuant to joint marketing arrangements with
         other Persons;

                  (14) Investments consisting of purchase and acquisitions of
         inventory, supplies, materials and equipment or licenses or leases of
         intellectual property, in any case, in the ordinary course of business;

                  (15) Guarantees by the Company or any of its Restricted
         Subsidiaries of Indebtedness otherwise permitted to be incurred by the
         Company or a Restricted Subsidiary, as the case may be, under this
         Indenture;

                  (16) so long as no Default has occurred and is continuing or
         would be caused thereby, Investments that are made with Excluded
         Contributions;

                  (17) the acquisition by a Receivables Subsidiary in connection
         with a Qualified Receivables Transaction of Equity Interests of a trust
         or other Person established by such Receivables Subsidiary to effect
         such Qualified Receivables Transaction; and any other Investment by the
         Company or a Subsidiary of the Company in a Receivables Subsidiary or
         any Investment by a Receivables Subsidiary in any other Person in
         connection with a Qualified Receivables Transaction; provided, that
         such other Investment is in the form of a note or other instrument that
         the Receivables Subsidiary or other Person is required to repay as soon
         as practicable from cash collections available to such Receivables
         Subsidiary or other Person less amounts required to be established as
         reserves pursuant to contractual agreements with entities that are not
         Affiliates of the Company entered into as part of a Qualified
         Receivables Transaction;

                  (18) Investments made in the ordinary course of business and
         consistent with past practice in Badger Assurance Ltd. which are made
         for the purpose of funding the insurance requirements of the Company
         and its Subsidiaries having an aggregate fair market value (measured on
         the date each such Investment was made and without giving effect to
         subsequent changes in value), when taken together with all other
         Investments made pursuant to this clause (18) that are at that time
         outstanding not to exceed 0.65% of the Company's net sales and service
         fees for the Company most recently ended four full quarters for which
         internal financial statements are available immediately preceding the
         date on which such Investment is made; and

                  (19) other Investments in any Person other than Holdings or an
         Affiliate of Holdings that is not also a Subsidiary of the Company
         having an aggregate fair market value (measured on the date each such
         Investment was made and without giving effect to subsequent changes in
         value), when taken together with all other Investments made pursuant to
         this clause (19) that are at that time outstanding not to exceed $25.0
         million.

         "Permitted Junior Securities" means:

                  (1) Equity Interests in the Company or any Guarantor; or

                  (2) debt securities that are subordinated to all Senior Debt
         and any debt securities issued in exchange for Senior Debt to
         substantially the same extent as, or to a greater extent than, the
         Notes and the Note Guarantees are subordinated to Senior Debt under
         this Indenture.

                                       16



         "Permitted Liens" means:

                  (1)  Liens securing Senior Debt and other obligations with
         respect thereto that were permitted by the terms of this Indenture to
         be incurred;

                  (2)  Liens in favor of the Company or any Restricted
         Subsidiary;

                  (3)  Liens on property of a Person existing at the time such
         Person is merged with or into or consolidated with the Company or any
         Subsidiary of the Company; provided that such Liens were in existence
         prior to the contemplation of such merger or consolidation and do not
         extend to any assets other than those of the Person merged into or
         consolidated with the Company or the Subsidiary;

                  (4)  Liens on property existing at the time of acquisition of
         the property by the Company or any Subsidiary of the Company; provided
         that such Liens were in existence prior to the contemplation of such
         acquisition;

                  (5)  Liens to secure the performance of statutory obligations,
         surety or appeal bonds, performance bonds or other obligations of a
         like nature incurred in the ordinary course of business;

                  (6)  Liens to secure Indebtedness (including Capital Lease
         Obligations) permitted by 4.09(b)(5) hereof covering only the assets
         acquired with such Indebtedness;

                  (7)  Liens existing on the date of this Indenture;

                  (8)  Liens for taxes, assessments or governmental charges or
         claims that are not yet delinquent or that are being contested in good
         faith by appropriate proceedings promptly instituted and diligently
         concluded; provided that any reserve or other appropriate provision as
         is required in conformity with GAAP has been made therefor;

                  (9)  Liens incurred in the ordinary course of business of the
         Company or any Subsidiary of the Company with respect to obligations
         that do not exceed $10.0 million at any one time outstanding;

                  (10) Liens on assets of Unrestricted Subsidiaries that secure
         Non-Recourse Debt of Unrestricted Subsidiaries;

                  (11) Liens incurred or deposits made in the ordinary course of
         business in connection with worker's compensation, unemployment
         insurance and other types of social security, including any Lien
         securing letters of credit issued in the ordinary course of business
         consistent with past practice in connection therewith, or to secure the
         performance of tenders, statutory obligations, surety and appeal bonds,
         bids, leases, government contracts, performance and return-of-money
         bonds and other similar obligations (exclusive of obligations for the
         payment of borrowed money) incurred in the ordinary course of business;

                  (12) judgment Liens not giving rise to an Event of Default;

                  (13) Liens upon specific items of inventory or other goods and
         proceeds of any Person securing such Person's obligations in respect of
         banker's acceptances issued or created for the

                                       17



         account of such Person to facilitate the purchase, shipment or storage
         of such inventory or other goods;

                  (14) Liens securing reimbursement obligations with respect to
         commercial letters of credit which encumber documents and other
         property relating to such letters of credit and products and proceeds
         thereof;

                  (15) Liens encumbering deposits made to secure obligations
         arising from statutory, regulatory, contractual, or warranty
         requirements of the Company or any of its Restricted Subsidiaries,
         including rights of offset and set-off;

                  (16) Liens arising from filing Uniform Commercial Code
         financing statements regarding leases;

                  (17) Liens securing the Notes and the Guarantees;

                  (18) Liens securing Hedging Obligations that are permitted by
         this Indenture to be incurred;

                  (19) banker's Liens and rights of set-off;

                  (20) statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen and other
         Liens imposed by law incurred in the ordinary course of business for
         sums not yet delinquent or being contested in good faith, if such
         reserve or other appropriate provision, if any, as shall be required by
         GAAP shall have been made in respect thereof; and

                  (21) Liens on assets of the Company, any Subsidiary of the
         Company or a Receivables Subsidiary incurred in connection with a
         Qualified Receivables Transaction.

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

                  (1)  the principal amount (or accreted value, if applicable)
         of such Permitted Refinancing Indebtedness does not exceed the
         principal amount (or accreted value, if applicable) of the
         Indebtedness extended, refinanced, renewed, replaced, defeased or
         refunded (plus all accrued interest on the Indebtedness and the amount
         of all expenses and premiums incurred in connection therewith and in
         connection with such refinancing);

                  (2)  such Permitted Refinancing Indebtedness has a Weighted
         Average Life to Maturity equal to or greater than the Weighted Average
         Life to Maturity of, the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded;

                  (3)  if the Indebtedness being extended, refinanced, renewed,
         replaced, defeased or refunded is subordinated in right of payment to
         the Notes, such Permitted Refinancing Indebtedness has a final maturity
         date equal to or later than the final maturity date of, and is
         subordinated in right of payment to, the Notes on terms at least as
         favorable to the Holders of Notes as those contained in the
         documentation governing the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded; and

                                       18



                  (4)  such Indebtedness is incurred either by the Company or by
         the Restricted Subsidiary who is the obligor on the Indebtedness being
         extended, refinanced, renewed, replaced, defeased or refunded.

         "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

         "Principals" means Willis Stein & Partners III, L.P.

         "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

         "Pro Forma Cost Savings" means, with respect to any period, the
reduction in costs and related adjustments associated with the acquisition of a
business that are attributable to that period and that (i) are calculated on a
basis that is consistent with Regulation S-X under the Securities Act as in
effect and applied as of the date of this Indenture or (ii) have actually been
implemented by the business that was the subject of the acquisition within six
months of the date of the acquisition and prior to the calculation date and that
are supportable and quantifiable by the underlying accounting records of such
business and are described in an Officers' Certificate, as if, in the case of
each of clause (i) and (ii), all such reductions in cost and related adjustments
had been effected as of the beginning of such period.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by the Company or any of its Subsidiaries pursuant to
which the Company or any of its Subsidiaries sells, conveys or otherwise
transfers to (i) a Receivables Subsidiary (in the case of a transfer by the
Company or any of its Subsidiaries) and (ii) any other Person (in the case of a
transfer by a Receivables Subsidiary), or grants a security interest in, any
accounts receivable (whether now existing or arising in the future) of the
Company or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such accounts receivable, all
contracts and all guarantees or other obligations in respect of such accounts
receivable, proceeds of such accounts receivable and other assets which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

         "Receivables Subsidiary" means a Subsidiary of the Company which
engages in no activities other than in connection with the financing of accounts
receivable and which is designated by the Board of Directors of the Company (as
provided below in this definition) as a Receivables Subsidiary (a) no portion of
the Indebtedness or any other Obligations (contingent or otherwise) of which (i)
is guaranteed by the Company or any Subsidiary of the Company (excluding
guarantees of Obligations (other than the principal of, and interest on,
Indebtedness) pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a Qualified
Receivables Transaction), (ii) is recourse to or obligates the Company or any
Subsidiary of the Company in any way other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction or (iii)
subjects any property or asset of the Company or any Subsidiary of the Company
(other than accounts receivable and related assets as provided in the definition
of "Qualified Receivables Transaction"), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to representations,
warranties, covenants and indemnities entered into in the ordinary course of
business in connection with a Qualified Receivables Transaction, (b) with which
neither the Company nor any Subsidiary of the Company has any material contract,
agreement, arrangement or understanding other than on terms no less favorable to
the Company or such Subsidiary than those that might be obtained at the time
from Persons who are not

                                       19



Affiliates of the Company, other than fees payable in the ordinary course of
business in connection with servicing accounts receivable and (c) with which
neither the Company nor any Subsidiary of the Company has any obligation to
maintain or preserve such Subsidiary's financial condition or cause such
Subsidiary to achieve certain levels of operating results. Any such designation
by the Board of Directors of the Company will be evidenced to the Trustee by
filing with the Trustee a certified copy of the resolution of the Board of
Directors of the Company giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the foregoing
conditions.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of June 6, 2002, among the Company, the Guarantors and the
other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements among the Company,
the Guarantors and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by
the Company to the purchasers of Additional Notes to register such Additional
Notes under the Securities Act.

         "Regulation S" means Regulation S promulgated under the Securities Act.

         "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as appropriate.

         "Regulation S Permanent Global Note" means a permanent Global Note in
the form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

         "Regulation S Temporary Global Note" means a temporary Global Note in
the form of Exhibit A2 hereto deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

         "Related Party" means:

                  (1)  any direct or indirect controlling stockholder or general
         partner, 50% (or more) owned Subsidiary, or immediate family member (in
         the case of an individual) of any Principal;

                  (2)  any trust, corporation, partnership or other entity, the
         beneficiaries, stockholders, partners, owners or Persons beneficially
         holding a 50% or more controlling interest of which consist of any one
         or more Principals and/or such other Persons referred to in the
         immediately preceding clause (1); or

                  (3)  any limited partnership of which a Principal or one of
         its Affiliates is a general partner.

         "Representative" means the indenture trustee or other trustee agent or
representative for any Senior Debt.

         "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above

                                       20



designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

         "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

         "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

         "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

         "Revolving Credit Facility" means any revolving credit or similar
facility contained in the Credit Agreement and any other revolving credit or
similar facility entered into by the Company or its Restricted Subsidiaries from
time to time.

         "Rule 144" means Rule 144 promulgated under the Securities Act.

         "Rule 144A" means Rule 144A promulgated under the Securities Act.

         "Rule 903" means Rule 903 promulgated under the Securities Act.

         "Rule 904" means Rule 904 promulgated the Securities Act.

         "S&P" means Standard & Poor's Rating Services.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Senior Debt" means:

                  (1) all Indebtedness of the Company or any Guarantor
         outstanding under Credit Facilities and all Hedging Obligations with
         respect thereto, whether outstanding on the date of this Indenture or
         incurred thereafter;

                  (2) any other Indebtedness of the Company or any Guarantor
         permitted to be incurred under the terms of this Indenture, unless the
         instrument under which such Indebtedness is incurred expressly provides
         that it is on a parity with or subordinated in right of payment to the
         Notes or any Note Guarantee; and

                  (3) all Obligations with respect to the items listed in the
         preceding clauses (1) and (2) (including any interest accruing
         subsequent to the filing of a petition of bankruptcy at the rate
         provided for in the documentation with respect thereto, whether or not
         such interest is an allowed claim under applicable law).

         Notwithstanding anything to the contrary in the preceding, Senior Debt
will not include:

                  (1) any liability for federal, state, local or other taxes
owed or owing by the Company or any Guarantor;

                                       21



                  (2) any intercompany Indebtedness of the Company or any of its
         Subsidiaries to the Company;

                  (3) any trade payables;

                  (4) the portion of any Indebtedness that is incurred in
         violation of this Indenture; or

                  (5) Non-Recourse Debt.

         "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

         "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

         "Subsidiary" means, with respect to any specified Person:

                  (1) any corporation, association or other business entity of
         which more than 50% of the total voting power of shares of Capital
         Stock entitled (without regard to the occurrence of any contingency) to
         vote in the election of directors, managers or trustees of the
         corporation, association or other business entity is at the time owned
         or controlled, directly or indirectly, by that Person or one or more of
         the other Subsidiaries of that Person (or a combination thereof); and

                  (2) any partnership (a) the sole general partner or the
         managing general partner of which is such Person or a Subsidiary of
         such Person or (b) the only general partners of which are that Person
         or one or more Subsidiaries of that Person (or any combination
         thereof).

         "Surety Obligations" means the incurrence by the Company or any of its
Guarantors of obligations in respect of performance and surety bonds and
completion guarantees obtained by the Company in the ordinary course of
business.

         "Term Loan Facility" means the term loan facility contained in the
Credit Agreement and any other facility or financing arrangement that
refinances, in whole or in part, any such term loan facility.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

         "Transactions" shall have the meaning assigned to it in the Company's
offering memorandum of the Notes, dated May 23, 2002.

         "Trustee" means the party named as such in the preamble to this
Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

                                       22



         "Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

         "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a resolution, but only to the extent that such
Subsidiary:

                  (1) has no Indebtedness other than Non-Recourse Debt;

                  (2) is not party to any agreement, contract, arrangement or
         understanding with the Company or any Restricted Subsidiary of the
         Company unless the terms of any such agreement, contract, arrangement
         or understanding are no less favorable to the Company or such
         Restricted Subsidiary than those that might be obtained at the time
         from Persons who are not Affiliates of the Company;

                  (3) is a Person with respect to which neither the Company nor
         any of its Restricted Subsidiaries has any direct or indirect
         obligation (a) to subscribe for additional Equity Interests or (b) to
         maintain or preserve such Person's financial condition or to cause such
         Person to achieve any specified levels of operating results;

                  (4) has not guaranteed or otherwise directly or indirectly
         provided credit support for any Indebtedness of the Company or any of
         its Restricted Subsidiaries; and

                  (5) has at least one director on its Board of Directors that
         is not a director or executive officer of the Company or any of its
         Restricted Subsidiaries and has at least one executive officer that is
         not a director or executive officer of the Company or any of its
         Restricted Subsidiaries.

         Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company will be in
default of Section 4.09. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that such designation will be deemed to be an incurrence of Indebtedness by a
Restricted Subsidiary of the Company of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such
Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as
if such designation had occurred at the beginning of the four-quarter reference
period; and (2) no Default or Event of Default would be in existence following
such designation.

         "U.S. Person" means a U.S. Person as defined in Rule 902(o) under the
Securities Act.

                                       23



         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

               (1) the sum of the products obtained by multiplying (a) the
         amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect of the Indebtedness, by (b) the number of
         years (calculated to the nearest one-twelfth) that will elapse between
         such date and the making of such payment; by

               (2) the then outstanding principal amount of such Indebtedness.

         "Wholly Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
shall at the time be owned by such Person or by one or more Wholly Owned
Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.

Section 1.02   Other Definitions.



                                                                          Defined in
         Term                                                               Section
         ----                                                               -------
                                                                       
         "Affiliate Transaction" ........................................    4.11
         "Asset Sale Offer" .............................................    3.09
         "Authentication Order" .........................................    2.02
         "Change of Control Offer" ......................................    4.15
         "Change of Control Payment" ....................................    4.15
         "Change of Control Payment Date" ...............................    4.15
         "Covenant Defeasance" ..........................................    8.03
         "DTC" ..........................................................    2.03
         "Event of Default" .............................................    6.01
         "Excess Proceeds" ..............................................    4.10
         "incur" ........................................................    4.09
         "Legal Defeasance" .............................................    8.02
         "Offer Amount" .................................................    3.09
         "Offer Period" .................................................    3.09
         "Paying Agent" .................................................    2.03
         "Permitted Debt" ...............................................    4.09
         "Purchase Date" ................................................    3.09
         "Registrar" ....................................................    2.03
         "Restricted Payments" ..........................................    4.07


Section 1.03   Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

                                       24



         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the Notes and the Note Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Note Guarantees, respectively.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04   Rules of Construction.

         Unless the context otherwise requires:

               (1)  a term has the meaning assigned to it;

               (2)  an accounting term not otherwise defined has the meaning
         assigned to it in accordance with GAAP;

               (3)  "or" is not exclusive;

               (4)  words in the singular include the plural, and in the plural
         include the singular;

               (5)  "will" shall be interpreted to express a command;

               (6)  provisions apply to successive events and transactions; and

               (7)  references to sections of or rules under the Securities Act
         will be deemed to include substitute, replacement of successor sections
         or rules adopted by the SEC from time to time.

                                    ARTICLE 2.
                                    THE NOTES

Section 2.01   Form and Dating.

     (a)  General. The Notes and the Trustee's certificate of authentication
will be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

     The terms and provisions contained in the Notes will constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

                                       25



     (b) Global Notes. Notes issued in global form will be substantially in the
form of Exhibit A1 or A2 attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

     (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream Bank, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The Restricted Period will be terminated
upon the receipt by the Trustee of:

          (1) a written certificate from the Depositary, together with copies of
     certificates from Euroclear and Clearstream Bank certifying that they have
     received certification of non-United States beneficial ownership of 100% of
     the aggregate principal amount of the Regulation S Temporary Global Note
     (except to the extent of any beneficial owners thereof who acquired an
     interest therein during the Restricted Period pursuant to another exemption
     from registration under the Securities Act and who will take delivery of a
     beneficial ownership interest in a 144A Global Note or an IAI Global Note
     bearing a Private Placement Legend, all as contemplated by Section 2.06(b)
     hereof); and

          (2) an Officers' Certificate from the Company.

     Following the termination of the Restricted Period, beneficial interests in
the Regulation S Temporary Global Note will be exchanged for beneficial
interests in Regulation S Permanent Global Notes pursuant to the Applicable
Procedures. Simultaneously with the authentication of Regulation S Permanent
Global Notes, the Trustee will cancel the Regulation S Temporary Global Note.
The aggregate principal amount of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

     (d) Euroclear and Clearstream Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream
Banking" and "Customer Handbook" of Clearstream will be applicable to transfers
of beneficial interests in the Regulation S Global Notes that are held by
Participants through Euroclear or Clearsteam.

Section 2.02  Execution and Authentication.

     One Officer must sign the Notes for the Company by manual or facsimile
signature.

                                       26



     If an Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note will nevertheless be valid.

     A Note will not be valid until authenticated by the manual signature of the
Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

     The Trustee will, upon receipt of a written order of the Company signed by
two Officers (an "Authentication Order"), authenticate Notes for original issue.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03   Registrar and Paying Agent.

     The Company will maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent"). The Registrar
will keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company will notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

     The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04   Paying Agent to Hold Money in Trust.

     The Company will require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium or Liquidated Damages, if any, or interest on the Notes, and will notify
the Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) will have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
will segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee will serve as Paying Agent for
the Notes.

Section 2.05   Holder Lists.

     The Trustee will preserve in as current a form as is reasonably practicable
the most recent list available to it of the names and addresses of all Holders
and shall otherwise comply with TIA ss. 312(a). If the Trustee is not the
Registrar, the Company will furnish to the Trustee at least seven Business Days

                                       27



before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of the Holders of Notes and the
Company shall otherwise comply with TIA (S) 312(a).

Section 2.06   Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

          (1) the Company delivers to the Trustee notice from the Depositary
     that it is unwilling or unable to continue to act as Depositary or that it
     is no longer a clearing agency registered under the Exchange Act and, in
     either case, a successor Depositary is not appointed by the Company within
     120 days after the date of such notice from the Depositary; or

          (2) in the case of a Global Note held for an account of Euroclear or
     Clearstream, Euroclear or Clearstream, as the case may be, (a) is closed
     for business for a continuous period of 14 days (other than by reason of
     statutory or other holidays), or (b) announces an intention permanently to
     cease business or does in fact do so;

          (3) the Company in its sole discretion determines that the Global
     Notes (in whole but not in part) should be exchanged for Definitive Notes
     and delivers a written notice to such effect to the Trustee; provided that
     in no event shall the Regulation S Temporary Global Note be exchanged by
     the Company for the Definitive Notes prior to (a) the expiration of the
     Restricted Period and (b) the receipt by the Registrar of any certificates
     required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

          (4) there has occurred and is continuing a Default or Event of Default
     with respect to the Notes.

Upon the occurrence of any of the proceeding events in (1) through (4) above,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee. Definitive Notes delivered in exchange for any Global Notes will be
registered in the names, and issued in any approved denominations, requested by
or on behalf of the Depositary (in accordance with its customary procedures) and
will bear the applicable Private Placement Legend, unless that legend is not
required by applicable law.

     Global Notes also may be exchanged or replaced, in whole or in part, as
provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will

                                       28



require compliance with either subparagraph (1) or (2) below, as applicable, as
well as one or more of the other following subparagraphs, as applicable:

          (1) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Regulation S Global Note may not be made to a
     U.S. Person or for the account or benefit of a U.S. Person (other than an
     Initial Purchaser). Beneficial interests in any Unrestricted Global Note
     may be transferred to Persons who take delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.06(b)(1).

          (2) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(1) above, the transferor
     of such beneficial interest must deliver to the Registrar either:

              (A)  both:

                   (i)  a written order from a Participant or an Indirect
              Participant given to the Depositary in accordance with the
              Applicable Procedures directing the Depositary to credit or cause
              to be credited a beneficial interest in another Global Note in an
              amount equal to the beneficial interest to be transferred or
              exchanged; and

                   (ii) instructions given in accordance with the Applicable
              Procedures containing information regarding the Participant
              account to be credited with such increase; or

              (B)  both:

                   (i)  a written order from a Participant or an Indirect
              Participant given to the Depositary in accordance with the
              Applicable Procedures directing the Depositary to cause to be
              issued a Definitive Note in an amount equal to the beneficial
              interest to be transferred or exchanged; and

                   (ii) instructions given by the Depositary to the Registrar
               containing information regarding the Person in whose name such
               Definitive Note shall be registered to effect the transfer or
               exchange referred to in (1) above; provided that in no event
               shall Definitive Notes be issued upon the transfer or exchange of
               beneficial interests in the Regulation S Temporary Global Note
               prior to (A) the expiration of the Restricted Period and (B) the
               receipt by the Registrar of any certificates required pursuant to
               Rule 903 under the Securities Act. Upon consummation of an
               Exchange Offer by the Company in accordance with Section 2.06(f)
               hereof, the requirements of this Section 2.06(b)(2) shall be
               deemed to have been satisfied upon receipt by the Registrar of
               the instructions contained in the Letter of Transmittal delivered
               by the Holder of such beneficial interests in the Restricted
               Global Notes. Upon satisfaction of all of the requirements for
               transfer or exchange of beneficial interests in Global Notes
               contained in this Indenture and the Notes or otherwise applicable
               under the Securities Act, the

                                       29



                   Trustee shall adjust the principal amount of the relevant
                   Global Note(s) pursuant to Section 2.06(h) hereof.

              (3)  Transfer of Beneficial Interests to Another Restricted Global
          Note. A beneficial interest in any Restricted Global Note may be
          transferred to a Person who takes delivery thereof in the form of a
          beneficial interest in another Restricted Global Note if the transfer
          complies with the requirements of Section 2.06(b)(2) above and the
          Registrar receives the following:

                   (A) if the transferee will take delivery in the form of a
              beneficial interest in the 144A Global Note, then the transferor
              must deliver a certificate in the form of Exhibit B hereto,
              including the certifications in item (1) thereof;

                   (B) if the transferee will take delivery in the form of a
              beneficial interest in the Regulation S Temporary Global Note or
              the Regulation S Global Note, then the transferor must deliver a
              certificate in the form of Exhibit B hereto, including the
              certifications in item (2) thereof; and

                   (C) if the transferee will take delivery in the form of a
              beneficial interest in the IAI Global Note, then the transferor
              must deliver a certificate in the form of Exhibit B hereto,
              including the certifications, certificates and Opinion of Counsel
              required by item (3) thereof, if applicable.

              (4)  Transfer and Exchange of Beneficial Interests in a Restricted
          Global Note for Beneficial Interests in an Unrestricted Global Note. A
          beneficial interest in any Restricted Global Note may be exchanged by
          any holder thereof for a beneficial interest in an Unrestricted Global
          Note or transferred to a Person who takes delivery thereof in the form
          of a beneficial interest in an Unrestricted Global Note if the
          exchange or transfer complies with the requirements of Section
          2.06(b)(2) above and:

                   (A) such exchange or transfer is effected pursuant to the
              Exchange Offer in accordance with the Registration Rights
              Agreement and the holder of the beneficial interest to be
              transferred, in the case of an exchange, or the transferee, in the
              case of a transfer, certifies in the applicable Letter of
              Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
              participating in the distribution of the Exchange Notes or (iii) a
              Person who is an affiliate (as defined in Rule 144) of the
              Company;

                   (B) such transfer is effected pursuant to the Shelf
              Registration Statement in accordance with the Registration Rights
              Agreement;

                   (C) such transfer is effected by a Broker-Dealer pursuant to
              the Exchange Offer Registration Statement in accordance with the
              Registration Rights Agreement; or

                   (D) the Registrar receives the following:

                       (i)  if the holder of such beneficial interest in a
                   Restricted Global Note proposes to exchange such beneficial
                   interest for a beneficial interest in an Unrestricted Global
                   Note, a certificate from such holder in the form of Exhibit
                   C hereto, including the certifications in item (1)(a)
                   thereof; or

                       (ii) if the holder of such beneficial interest in a
                   Restricted Global Note proposes to transfer such beneficial
                   interest to a Person who shall take

                                       30



                    delivery thereof in the form of a beneficial interest in an
                    Unrestricted Global Note, a certificate from such holder in
                    the form of Exhibit B hereto, including the certifications
                    in item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests or if the Applicable Procedures so require,
               an Opinion of Counsel in form reasonably acceptable to the
               Registrar to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               no longer required in order to maintain compliance with the
               Securities Act.

     If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)
above.

     Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

     (c)  Transfer or Exchange of Beneficial Interests for Definitive Notes.

          (1)  Beneficial Interests in Restricted Global Notes to Restricted
     Definitive Notes. If any holder of a beneficial interest in a Restricted
     Global Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Restricted Definitive Note, then,
     upon receipt by the Registrar of the following documentation:

               (A) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          Restricted Definitive Note, a certificate from such holder in the form
          of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications in item (1) thereof;

               (C) if such beneficial interest is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (2) thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications in item (3)(a) thereof;

               (E) if such beneficial interest is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3) thereof, if
          applicable;

                                       31



               (F) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof; or

               (G) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

               (2) Beneficial Interests in Regulation S Temporary Global Note to
          Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C)
          hereof, a beneficial interest in the Regulation S Temporary Global
          Note may not be exchanged for a Definitive Note or transferred to a
          Person who takes delivery thereof in the form of a Definitive Note
          prior to (A) the expiration of the Restricted Period and (B) the
          receipt by the Registrar of any certificates required pursuant to Rule
          903(b)(3)(ii)(B) under the Securities Act, except in the case of a
          transfer pursuant to an exemption from the registration requirements
          of the Securities Act other than Rule 903 or Rule 904.

          (2)  Beneficial Interests in Restricted Global Notes to Unrestricted
     Definitive Notes. A holder of a beneficial interest in a Restricted Global
     Note may exchange such beneficial interest for an Unrestricted Definitive
     Note or may transfer such beneficial interest to a Person who takes
     delivery thereof in the form of an Unrestricted Definitive Note only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (i) a
          Broker-Dealer, (ii) a Person participating in the distribution of the
          Exchange Notes or (iii) a Person who is an affiliate (as defined in
          Rule 144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                   (i) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Definitive Note that does

                                       32



               not bear the Private Placement Legend, a certificate from such
               holder in the form of Exhibit C hereto, including the
               certifications in item (1)(b) thereof; or

                    (ii) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a Definitive Note that does not bear the Private Placement
               Legend, a certificate from such holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          (3)  Beneficial Interests in Unrestricted Global Notes to Unrestricted
     Definitive Notes. If any holder of a beneficial interest in an Unrestricted
     Global Note proposes to exchange such beneficial interest for a Definitive
     Note or to transfer such beneficial interest to a Person who takes delivery
     thereof in the form of a Definitive Note, then, upon satisfaction of the
     conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause
     the aggregate principal amount of the applicable Global Note to be reduced
     accordingly pursuant to Section 2.06(h) hereof, and the Company will
     execute and the Trustee will authenticate and deliver to the Person
     designated in the instructions a Definitive Note in the appropriate
     principal amount. Any Definitive Note issued in exchange for a beneficial
     interest pursuant to this Section 2.06(c)(3) will be registered in such
     name or names and in such authorized denomination or denominations as the
     holder of such beneficial interest requests through instructions to the
     Registrar from or through the Depositary and the Participant or Indirect
     Participant. The Trustee will deliver such Definitive Notes to the Persons
     in whose names such Notes are so registered. Any Definitive Note issued in
     exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will
     not bear the Private Placement Legend.

     (d)  Transfer and Exchange of Definitive Notes for Beneficial Interests.

          (1)  Restricted Definitive Notes to Beneficial Interests in Restricted
     Global Notes. If any Holder of a Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note or
     to transfer such Restricted Definitive Notes to a Person who takes delivery
     thereof in the form of a beneficial interest in a Restricted Global Note,
     then, upon receipt by the Registrar of the following documentation:

               (A) if the Holder of such Restricted Definitive Note proposes to
          exchange such Note for a beneficial interest in a Restricted Global
          Note, a certificate from such Holder in the form of Exhibit C hereto,
          including the certifications in item (2)(b) thereof;

               (B) if such Restricted Definitive Note is being transferred to a
          QIB in accordance with Rule 144A, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (1)
          thereof;

               (C) if such Restricted Definitive Note is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904, a certificate to the effect set forth in Exhibit B
          hereto, including the certifications in item (2) thereof;

                                       33



               (D)  if such Restricted Definitive Note is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications in
          item (3)(a) thereof;

               (E)  if such Restricted Definitive Note is being transferred to
          an Institutional Accredited Investor in reliance on an exemption from
          the registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3) thereof, if
          applicable;

               (F)  if such Restricted Definitive Note is being transferred to
          the Company or any of its Subsidiaries, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (3)(b) thereof; or

               (G)  if such Restricted Definitive Note is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the effect set forth in Exhibit B hereto,
          including the certifications in item (3)(c) thereof,

          the Trustee will cancel the Restricted Definitive Note, increase or
          cause to be increased the aggregate principal amount of, in the case
          of clause (A) above, the appropriate Restricted Global Note, in the
          case of clause (B) above, the 144A Global Note, in the case of clause
          (C) above, the Regulation S Global Note, and in all other cases, the
          IAI Global Note.

          (2)  Restricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of a Restricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Restricted Definitive Note to a Person who takes delivery
     thereof in the form of a beneficial interest in an Unrestricted Global Note
     only if:

               (A)  such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (i) a Broker-Dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) a Person who is an
          affiliate (as defined in Rule 144) of the Company;

               (B)  such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C)  such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D)  the Registrar receives the following:

                    (i)  if the Holder of such Definitive Notes proposes to
               exchange such Notes for a beneficial interest in the Unrestricted
               Global Note, a certificate from such Holder in the form of
               Exhibit C hereto, including the certifications in item (1)(c)
               thereof; or

                                       34



                         (ii) if the Holder of such Definitive Notes proposes to
                    transfer such Notes to a Person who shall take delivery
                    thereof in the form of a beneficial interest in the
                    Unrestricted Global Note, a certificate from such Holder in
                    the form of Exhibit B hereto, including the certifications
                    in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

          (3)  Unrestricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Definitive Notes to a Person who takes delivery thereof in
     the form of a beneficial interest in an Unrestricted Global Note at any
     time. Upon receipt of a request for such an exchange or transfer, the
     Trustee will cancel the applicable Unrestricted Definitive Note and
     increase or cause to be increased the aggregate principal amount of one of
     the Unrestricted Global Notes.

          If any such exchange or transfer from a Definitive Note to a
     beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or
     (3) above at a time when an Unrestricted Global Note has not yet been
     issued, the Company will issue and, upon receipt of an Authentication Order
     in accordance with Section 2.02 hereof, the Trustee will authenticate one
     or more Unrestricted Global Notes in an aggregate principal amount equal to
     the principal amount of Definitive Notes so transferred.

     (e)  Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar will register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

          (1)  Restricted Definitive Notes to Restricted Definitive Notes. Any
     Restricted Definitive Note may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Note if the Registrar receives the following:

               (A)  if the transfer will be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (1)
          thereof;

               (B)  if the transfer will be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof;
          and

                                       35



               (C)  if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

          (2)  Restricted Definitive Notes to Unrestricted Definitive Notes. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Note if:

               (A)  such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (i) a broker-dealer, (ii) a Person participating in the
          distribution of the Exchange Notes or (iii) a Person who is an
          affiliate (as defined in Rule 144) of the Company;

               (B)  any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C)  any such transfer is effected by a Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D)  the Registrar receives the following:

                    (i)  if the Holder of such Restricted Definitive Notes
               proposes to exchange such Notes for an Unrestricted Definitive
               Note, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (1)(d) thereof; or

                    (ii) if the Holder of such Restricted Definitive Notes
               proposes to transfer such Notes to a Person who shall take
               delivery thereof in the form of an Unrestricted Definitive Note,
               a certificate from such Holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests, an Opinion of Counsel in form reasonably
          acceptable to the Company to the effect that such exchange or transfer
          is in compliance with the Securities Act and that the restrictions on
          transfer contained herein and in the Private Placement Legend are no
          longer required in order to maintain compliance with the Securities
          Act.

          (3)  Unrestricted Definitive Notes to Unrestricted Definitive Notes. A
     Holder of Unrestricted Definitive Notes may transfer such Notes to a Person
     who takes delivery thereof in the form of an Unrestricted Definitive Note.
     Upon receipt of a request to register such a transfer, the Registrar shall
     register the Unrestricted Definitive Notes pursuant to the instructions
     from the Holder thereof.

     (f)  Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

                                       36



          (1)  one or more Unrestricted Global Notes in an aggregate principal
     amount equal to the principal amount of the beneficial interests in the
     Restricted Global Notes tendered into the Exchange Offer by Persons that
     certify in the applicable Letters of Transmittal that (A) they are not
     Broker-Dealers, (B) they are not participating in a distribution of the
     Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of
     the Company; and

          (2)  Unrestricted Definitive Notes in an aggregate principal amount
     equal to the principal amount of the Restricted Definitive Notes accepted
     for exchange in the Exchange Offer.

     Concurrently with the issuance of such Notes, the Trustee will cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

     (g)  Legends. The following legends will appear on the face of all Global
Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

          (1)  Private Placement Legend.

               (A)  Except as permitted by subparagraph (B) below, each Global
          Note and each Definitive Note (and all Notes issued in exchange
          therefor or substitution thereof) shall bear the legend in
          substantially the following form:

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION.

EACH HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO (A) OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO ROUNDY'S, INC., (2)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (5) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF
REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, EXECUTES
AND DELIVERS TO ROUNDY'S, INC. AND THE TRUSTEE A LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY (THE
FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND AN OPINION OF
COUNSEL, IF ROUNDY'S, INC. OR THE TRUSTEE SO REQUESTS, OR (6) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL IF ROUNDY'S, INC. OR THE
TRUSTEE SO REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION, AND (B) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY

                                       37



PURCHASER FROM IT OF THIS SECURITY OF THE RESALE RESTRICTIONS SET FORTH IN (A)
ABOVE."

               (B)  Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2),
          (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes
          issued in exchange therefor or substitution thereof) will not bear the
          Private Placement Legend.

          (2)  Global Note Legend. Each Global Note will bear a legend in
     substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF ROUNDY'S, INC.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

          (3)  Regulation S Temporary Global Note Legend. The Regulation S
     Temporary Global Note will bear a legend in substantially the following
     form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

     (h)  Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to

                                       38



such cancellation, if any beneficial interest in a Global Note is exchanged for
or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the
principal amount of Notes represented by such Global Note will be reduced
accordingly and an endorsement will be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note will be increased accordingly and an
endorsement will be made on such Global Note by the Trustee or by the Depositary
at the direction of the Trustee to reflect such increase.

     (i)  General Provisions Relating to Transfers and Exchanges.

          (1)  To permit registrations of transfers and exchanges, the Company
     will execute and the Trustee will authenticate Global Notes and Definitive
     Notes upon receipt of an Authentication Order in accordance with Section
     2.02 or at the Registrar's request.

          (2)  No service charge will be made to a Holder of a Global Note or to
     a Holder of a Definitive Note for any registration of transfer or exchange,
     but the Company may require payment of a sum sufficient to cover any
     transfer tax or similar governmental charge payable in connection therewith
     (other than any such transfer taxes or similar governmental charge payable
     upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15
     and 9.05 hereof).

          (3)  The Registrar will not be required to register the transfer of or
     exchange any Note selected for redemption in whole or in part, except the
     unredeemed portion of any Note being redeemed in part.

          (4)  All Global Notes and Definitive Notes issued upon any
     registration of transfer or exchange of Global Notes or Definitive Notes
     will be the valid obligations of the Company, evidencing the same debt, and
     entitled to the same benefits under this Indenture, as the Global Notes or
     Definitive Notes surrendered upon such registration of transfer or
     exchange.

          (5)  The Company will not be required:

               (A)  to issue, to register the transfer of or to exchange any
          Notes during a period beginning at the opening of business 15 days
          before the day of any selection of Notes for redemption under Section
          3.02 hereof and ending at the close of business on the day of
          selection;

               (B)  to register the transfer of or to exchange any Note selected
          for redemption in whole or in part, except the unredeemed portion of
          any Note being redeemed in part; or

               (C)  to register the transfer of or to exchange a Note between a
          record date and the next succeeding interest payment date.

          (6)  Prior to due presentment for the registration of a transfer of
     any Note, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Note is registered as the absolute owner of such
     Note for the purpose of receiving payment of principal of and interest on
     such Notes and for all other purposes, and none of the Trustee, any Agent
     or the Company shall be affected by notice to the contrary.

                                       39



          (7)  The Trustee will authenticate Global Notes and Definitive Notes
     in accordance with the provisions of Section 2.02 hereof.

          (8)  All certifications, certificates and Opinions of Counsel required
     to be submitted to the Registrar pursuant to this Section 2.06 to effect a
     registration of transfer or exchange may be submitted by facsimile.

Section 2.07  Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Company and will
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.

Section 2.08  Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

     If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes will
be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09  Treasury Notes.

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned will be so disregarded.

                                       40



Section 2.10  Temporary Notes.

     Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, will
authenticate temporary Notes. Temporary Notes will be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary Notes.

     Holders of temporary Notes will be entitled to all of the benefits of this
Indenture.

Section 2.11  Cancellation.

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent will forward to the Trustee any Notes surrendered
to them for registration of transfer, exchange or payment. The Trustee and no
one else will cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and will destroy canceled Notes
(subject to the record retention requirement of the Exchange Act). Certification
of the destruction of all canceled Notes will be delivered to the Company. The
Company may not issue new Notes to replace Notes that it has paid or that have
been delivered to the Trustee for cancellation.

Section 2.12  Defaulted Interest.

     If the Company defaults in a payment of interest on the Notes, it will pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01  Notices to Trustee.

     If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

              (1)  the clause of this Indenture pursuant to which the redemption
                   shall occur;

              (2)  the redemption date;

              (3)  the principal amount of Notes to be redeemed; and

              (4)  the redemption price.

                                       41



Section 3.02  Selection of Notes to Be Redeemed or Purchased.

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

              (1)    if the Notes are listed on any national securities
     exchange, in compliance with the requirements of the principal national
     securities exchange on which the Notes are listed; or

              (2)    if the Notes are not listed on any national securities
     exchange, on a pro rata basis, by lot or by such method as the Trustee
     shall deem fair and appropriate.

     In the event of partial redemption or purchase by lot, the particular Notes
to be redeemed or purchased will be selected, unless otherwise provided herein,
not less than 30 nor more than 60 days prior to the redemption or purchase date
by the Trustee from the outstanding Notes not previously called for redemption
or purchase.

     The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03  Notice of Redemption.

     Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company will mail or cause to be
mailed, by first class mail, a notice of redemption to each Holder whose Notes
are to be redeemed at its registered address, except that redemption notices may
be mailed more than 60 days prior to a redemption date if the notice is issued
in connection with a defeasance of the Notes or a satisfaction and discharge of
this Indenture pursuant to Articles 8 or 12 of this Indenture.

     The notice will identify the Notes to be redeemed and will state:

              (1)    the redemption date;

              (2)    the redemption price;

              (3)    if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the redemption
     date upon surrender of such Note, a new Note or Notes in principal amount
     equal to the unredeemed portion will be issued upon cancellation of the
     original Note;

              (4)    the name and address of the Paying Agent;

              (5)    that Notes called for redemption must be surrendered to the
     Paying Agent to collect the redemption price;

                                       42



          (6) that, unless the Company defaults in making such redemption
     payment, interest on Notes called for redemption ceases to accrue on and
     after the redemption date;

          (7) the paragraph of the Notes and/or Section of this Indenture
     pursuant to which the Notes called for redemption are being redeemed; and

          (8) that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the Notes.

     At the Company's request, the Trustee will give the notice of redemption in
the Company's name and at its expense; provided, however, that the Company has
delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

Section 3.04  Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

Section 3.05  Deposit of Redemption or Purchase Price.

     One Business Day prior to the redemption or purchase price date, the
Company will deposit with the Trustee or with the Paying Agent money sufficient
to pay the redemption or purchase price of and accrued interest and Liquidated
Damages, if any, on all Notes to be redeemed or purchased on that date. The
Trustee or the Paying Agent will promptly return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption or purchase price of, and accrued
interest and Liquidated Damages, if any, on, all Notes to be redeemed or
purchased.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption or purchase date, interest will cease to accrue on the
Notes or the portions of Notes called for redemption or purchase. If a Note is
redeemed or purchased on or after an interest record date but on or prior to the
related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

Section 3.06  Notes Redeemed or Purchased in Part.

     Upon surrender of a Note that is redeemed or purchased in part, the Company
will issue and, upon receipt of an Authentication Order, the Trustee will
authenticate for the Holder at the expense of the Company a new Note equal in
principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

                                       43



Section 3.07  Optional Redemption.

     (a) At any time prior to June 15, 2005, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes issued
under this Indenture at a redemption price of 108.875% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that:

          (1) at least 65% of the aggregate principal amount of Notes issued
     under this Indenture remains outstanding immediately after the occurrence
     of such redemption (excluding Notes held by the Company and its
     Subsidiaries); and

          (2) the redemption occurs within 90 days of the date of the closing of
     such Equity Offering.

     (b)  Except pursuant to the preceding paragraph, the Notes are not
redeemable at the Company's option prior to June 15, 2007.

     (c)  After June 15, 2007 the Company may redeem all or a part of the Notes
upon not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Liquidated Damages, if any, thereon, to the applicable
redemption date, if redeemed during the 12-month period beginning on June 15 of
the years indicated below:

     Year                                                 Percentage
     ----                                                 ----------
     2007...............................................   104.438%
     2008...............................................   102.958%
     2009...............................................   101.479%
     2010 and thereafter................................   100.000%

     (d) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Section 3.01 through 3.06 hereof.

Section 3.08  Mandatory Redemption.

     The Company is not required to make mandatory redemption payments with
respect to the Notes.

Section 3.09  Offer to Purchase by Application of Excess Proceeds.

     In the event that, pursuant to Section 4.10 hereof, the Company is required
to commence an offer to all Holders to purchase Notes (an "Asset Sale Offer"),
it will follow the procedures specified below.

     The Asset Sale Offer shall be made to all Holders and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales and assets. The Asset Sale Offer will remain open for
a period of at least 20 Business Days following its commencement and not more
than 30 Business Days, except to the extent that a longer period is required by
applicable law (the "Offer Period"). No later than three Business Days after the
termination of the Offer Period (the "Purchase Date"), the Company will apply
all Excess Proceeds (the "Offer Amount") to the purchase of Notes and such other
pari passu Indebtedness (on a pro rata basis, if applicable) or, if less than
the Offer Amount has been

                                       44



tendered, all Notes and other Indebtedness tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased will be made in the same manner
as interest payments are made.

     If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest, and
Liquidated Damages, if any, will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

     Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice will contain all instructions and materials necessary
to enable such Holders to tender Notes pursuant to the Asset Sale Offer. The
notice, which will govern the terms of the Asset Sale Offer, will state:

          (1) that the Asset Sale Offer is being made pursuant to this Section
     3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
     will remain open;

          (2) the Offer Amount, the purchase price and the Purchase Date;

          (3) that any Note not tendered or accepted for payment will continue
     to accrue interest;

          (4) that, unless the Company defaults in making such payment, any Note
     accepted for payment pursuant to the Asset Sale Offer will cease to accrue
     interest after the Purchase Date;

          (5) that Holders electing to have a Note purchased pursuant to an
     Asset Sale Offer may elect to have Notes purchased in integral multiples of
     $1,000 only;

          (6) that Holders electing to have a Note purchased pursuant to any
     Asset Sale Offer will be required to surrender the Note, with the form
     entitled "Option of Holder to Elect Purchase" on the reverse of the Note
     completed, or transfer by book-entry transfer, to the Company, a
     Depositary, if appointed by the Company, or a Paying Agent at the address
     specified in the notice at least three days before the Purchase Date;

          (7) that Holders will be entitled to withdraw their election if the
     Company, the Depositary or the Paying Agent, as the case may be, receives,
     not later than the expiration of the Offer Period, a telegram, telex,
     facsimile transmission or letter setting forth the name of the Holder, the
     principal amount of the Note the Holder delivered for purchase and a
     statement that such Holder is withdrawing his election to have such Note
     purchased;

          (8) that, if the aggregate principal amount of Notes and other pari
     passu Indebtedness surrendered by Holders exceeds the Offer Amount, the
     Company will select the Notes and other pari passu Indebtedness to be
     purchased on a pro rata basis based on the principal amount of Notes and
     such other pari passu Indebtedness surrendered (with such adjustments as
     may be deemed appropriate by the Company so that only Notes in
     denominations of $1,000, or integral multiples thereof, will be purchased);
     and

          (9) that Holders whose Notes were purchased only in part will be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered (or transferred by book-entry transfer).

                                       45



     On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and will
deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as
the case may be, will promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company will promptly issue a new Note, and the
Trustee, upon written request from the Company will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Sale Offer on the Purchase Date.

     Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01   Payment of Notes.

     The Company will pay or cause to be paid the principal of, premium, if any,
and interest and Liquidated Damages, if any, on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, and interest and
Liquidated Damages, if any will be considered paid on the date due if the Paying
Agent, if other than the Company or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. The Company will pay all Liquidated Damages, if
any, in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement.

     The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02   Maintenance of Office or Agency.

     The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission will in any manner relieve

                                       46



the Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

     The Company hereby designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03   Reports.

         (a)   Whether or not required by the rules and regulations of the SEC,
so long as any Notes are outstanding, the Company will furnish to the Holders of
Notes, within the time periods specified in the SEC's rules and regulations:

               (1)  all quarterly and annual financial information that would be
         required to be contained in a filing with the SEC on Forms 10-Q and
         10-K if the Company were required to file such forms, including a
         "Management's Discussion and Analysis of Financial Condition and
         Results of Operations" and, with respect to the annual information
         only, a report on the annual financial statements by the Company's
         certified independent accountants; and

               (2)  all current reports that would be required to be filed with
         the SEC on Form 8-K if the Company were required to file such reports.

         If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries and such Unrestricted Subsidiaries collectively have assets in
excess of $1.0 million, then the quarterly and annual financial information
required by the preceding paragraph will include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," of the financial condition and results of operations of
the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company.

         In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the SEC, the Company will file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company will at
all times comply with TIA ss. 314(a).

         (b)   For so long as any Notes (but not the Exchange Notes) remain
outstanding, the Company and the Guarantors will furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

Section 4.04   Compliance Certificate.

         (a)   The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge the Company
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture

                                       47



and is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of
Default has occurred, describing all such Defaults or Events of Default of which
he or she may have knowledge and what action the Company is taking or proposes
to take with respect thereto) and that to the best of his or her knowledge no
event has occurred and remains in existence by reason of which payments on
account of the principal of or interest, if any, on the Notes is prohibited or
if such event has occurred, a description of the event and what action the
Company is taking or proposes to take with respect thereto.

         (b)   So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

         (c)   So long as any of the Notes are outstanding, the Company will
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05   Taxes.

         The Company will pay, and will cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06   Stay, Extension and Usury Laws.

         The Company and each of the Guarantors covenants (to the extent that it
may lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.07   Restricted Payments.

         (a)   The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

               (1)  declare or pay any dividend or make any other payment or

         distribution on account of the Company's or any of its Restricted
         Subsidiaries' Equity Interests (including, without limitation, any
         payment in connection with any merger or consolidation involving the
         Company or any of its Restricted Subsidiaries) or to the direct or
         indirect holders of the Company's or any of its Restricted
         Subsidiaries' Equity Interests in their capacity as such (other

                                       48



         than dividends or distributions payable in Equity Interests (other than
         Disqualified Stock) of the Company or to the Company or a Restricted
         Subsidiary of the Company);

               (2) purchase, redeem or otherwise acquire or retire for value
         (including, without limitation, in connection with any merger or
         consolidation involving the Company) any Equity Interests of the
         Company or any direct or indirect parent of the Company;

               (3) make any payment on or with respect to, or purchase, redeem,
         defease or otherwise acquire or retire for value any Indebtedness that
         is subordinated to the Notes or the Note Guarantees, except a payment
         of interest or principal at the Stated Maturity of the Indebtedness; or

               (4) make any Restricted Investment (all such payments and other
         actions set forth in these clauses (1) through (4) being collectively
         referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

               (1) no Default or Event of Default has occurred and is continuing
         or would occur as a consequence of such Restricted Payment; and

               (2) the Company would, at the time of such Restricted Payment and
         after giving pro forma effect thereto as if such Restricted Payment had
         been made at the beginning of the applicable four-quarter period, have
         been permitted to incur at least $1.00 of additional Indebtedness
         pursuant to the Fixed Charge Coverage Ratio test set forth in the first
         paragraph of Section 4.09; and

               (3) such Restricted Payment, together with the aggregate amount
         of all other Restricted Payments made by the Company and its Restricted
         Subsidiaries after the date of this Indenture (excluding Restricted
         Payments permitted by clauses (2), (3), (4), (5), (6), (7), (8) and (9)
         of paragraph (b) below), is less than the sum, without duplication, of:

                   (A) 50% of the Consolidated Net Income of the Company for the
               period (taken as one accounting period) from March 30, 2002 to
               the end of the Company's most recently ended fiscal quarter for
               which internal financial statements are available at the time of
               such Restricted Payment (or, if such Consolidated Net Income for
               such period is a deficit, less 100% of such deficit), plus

                   (B) 100% of the aggregate net cash proceeds received by the
               Company since the date of this Indenture as a contribution to its
               common equity capital or from the issue or sale of Equity
               Interests of the Company (other than Disqualified Stock) or from
               the issue or sale of Disqualified Stock or debt securities of the
               Company that have been converted into or exchanged for Equity
               Interests (other than Equity Interests (or Disqualified Stock or
               debt securities) sold to a Subsidiary of the Company), plus

                   (C) to the extent that any Restricted Investment that was
               made after the date of this Indenture is sold for cash or
               otherwise liquidated or repaid for cash, the cash return of
               capital with respect to such Restricted Investment (less the cost
               of disposition, if any), plus

                   (D) 50% of any dividends received by the Company or a Wholly
               Owned Restricted Subsidiary after the date of this Indenture from
               an Unrestricted Subsidiary to

                                       49



               the extent that such dividends were not otherwise included in
               Consolidated Net Income for such period, plus

                   (E) to the extent that any Unrestricted Subsidiary is
               redesignated as a Restricted Subsidiary, or has been merged,
               consolidated or amalgamated with or into, transfers or conveys
               assets to, or is liquidated into, the Company or any Restricted
               Subsidiary after the date of this Indenture, the fair market
               value of the Investment in such Subsidiary as of the date of such
               redesignation, merger, consolidation, amalgamation, transfer or
               conveyance.

         (b)   The provisions of Section 4.07(a) will not prohibit:

               (1) the payment of any dividend within 60 days after the date of
         declaration of the dividend, if at the date of declaration the dividend
         payment would have complied with the provisions of this Indenture;

               (2) the redemption, repurchase, retirement, defeasance or other
         acquisition of, or the declaration and payment of any dividends or
         other distributions on, any subordinated Indebtedness of the Company or
         any Guarantor or of any Equity Interests of the Company in exchange
         for, or out of the net cash proceeds of the substantially concurrent
         sale (other than to a Restricted Subsidiary of the Company) of, Equity
         Interests of the Company (other than Disqualified Stock); provided that
         the amount of any such net cash proceeds that are utilized for any such
         redemption, repurchase, retirement, defeasance or other acquisition
         will be excluded from clause (3)(B) of the preceding paragraph;

               (3) the defeasance, redemption, repurchase or other acquisition
         of subordinated Indebtedness of the Company or any Guarantor with the
         net cash proceeds from an incurrence of Permitted Refinancing
         Indebtedness;

               (4) the payment of any dividend by a Restricted Subsidiary to the
         holders of its Equity Interests on a pro rata basis;

               (5) so long as no Default has occurred and is continuing or would
         be caused thereby, the repurchase, redemption or other acquisition or
         retirement for value (or any dividend or distribution made to fund such
         repurchase, redemption or other acquisition or retirement for value) of
         any Equity Interests of the Company, any Restricted Subsidiary or any
         direct or indirect parent of the Company held by any past, present or
         future member of the Company, any Restricted Subsidiaries' or any
         direct or indirect parent of the Company's management (or any director,
         employee or consultant of the foregoing) pursuant to any equity
         subscription agreement, stock option agreement or similar agreement;
         provided that the aggregate price paid for all such repurchased,
         redeemed, acquired or retired Equity Interests may not exceed $2.0
         million in any 12-month period; provided that (a) the Company may carry
         forward and make in a subsequent calendar year, in addition to the
         amounts permitted for such calendar year, the amount of such purchases,
         redemptions or other acquisitions or retirements for value permitted to
         have been made but not made in any preceding calendar year up to a
         maximum of $6.0 million in any calendar year pursuant to this clause
         (5), (b) that such amount in any calendar year may be increased by the
         cash proceeds of key man life insurance policies received by the
         Company and its Restricted Subsidiaries after the date of this
         Indenture less any amount previously applied to the payment of
         Restricted Payments pursuant to this clause (5), and (c) that
         cancellation of the Indebtedness owing to the Company from employees,
         officers, directors and consultants of the Company or any of its
         Restricted Subsidiaries in connection with a repurchase of Equity
         Interests of the

                                       50



     Company from such Persons will not be deemed to constitute a Restricted
     Payment for purposes of this covenant or any other provisions of this
     Indenture;

          (6)  repurchases of Equity Interests (or any divided or distribution
     made to fund such repurchase) deemed to occur upon the cashless exercise of
     stock options and warrants;

          (7)  the payment of dividends, other distributions, loans, advances or
     other amounts to any of the Company's direct or indirect parents to pay
     corporate overhead incurred in the ordinary course of business, up to an
     aggregate under this clause (7) of $500,000 per fiscal year plus any bona
     fide indemnification claims made by directors or officers of the Company's
     direct or indirect parents;

          (8)  the payment of dividends, other distributions or amounts to any
     of the Company's direct or indirect parents in amounts required to pay the
     tax obligations of the Company and its Subsidiaries and the tax obligations
     attributable to the Company and its Subsidiaries; provided that:

               (A)  the amount of dividends paid pursuant to this clause (8) to
          enable the Company or any of its direct or indirect parents to pay
          federal and state income taxes at any time will not exceed the amount
          of such federal and state income taxes actually owing by such of its
          direct or indirect parents at such time for the respective period, and

               (B)  any refunds received by such direct or indirect parents
          attributable to the Company and its Subsidiaries shall promptly be
          returned to the Company;

          (9)  Restricted Payments contemplated by the Exchange Agreement and
     any agreement executed in connection therewith or contemplated thereby; and

          (10) so long as no Default has occurred and is continuing or would be
     caused thereby, other Restricted Payments in an aggregate amount not to
     exceed $10.0 million since the date of this Indenture.

     The amount of all Restricted Payments (other than cash) will be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or a Restricted Subsidiary,
as the case may be, pursuant to the Restricted Payment. The fair market value of
any assets or securities that are required to be valued by this Section 4.07
will be determined by the Board of Directors whose resolution with respect
thereto will be delivered to the Trustee. The Board of Directors' determination
must be based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if the fair market value exceeds
$10.0 million. Not later than the date of making any Restricted Payment, the
Company will deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed, together with a copy
of any fairness opinion or appraisal required by this Indenture.

Section 4.08  Dividend and Other Payment Restrictions Affecting Restricted
Subsidiaries.

     (a)  The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

                                       51



          (1)  pay dividends or make any other distributions on its Capital
     Stock to the Company or any of its Restricted Subsidiaries, or with respect
     to any other interest or participation in, or measured by, its profits, or
     pay any indebtedness owed to the Company or any of its Restricted
     Subsidiaries;

          (2)  make loans or advances to the Company or any of its Restricted
     Subsidiaries; or

          (3)  transfer any of its properties or assets to the Company or any of
     its Restricted Subsidiaries.

     (b)  The restrictions in Section 4.08(a) will not apply to encumbrances or
restrictions existing under or by reason of:

          (1)  agreements governing Existing Indebtedness and Credit Facilities
     as in effect on the date of this Indenture and any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings of those agreements; provided that such
     amendments, modifications, restatements, renewals, increases, supplements,
     refundings, replacements or refinancings are no more restrictive, taken as
     a whole, with respect to such dividend and other payment restrictions than
     those contained in those agreements on the date of this Indenture;

          (2)  this Indenture, the Notes and the Note Guarantees;

          (3)  applicable law or regulations;

          (4)  any agreement or instrument binding a Person acquired by the
     Company or any of its Restricted Subsidiaries as in effect at the time of
     such acquisition (except to the extent such agreement or instrument was
     entered into in connection with or in contemplation of such acquisition),
     which encumbrance or restriction is not applicable to any Person, or the
     properties or assets of any Person, other than the Person, or the property
     or assets of the Person, so acquired; provided that, in the case of
     Indebtedness, such Indebtedness was permitted by the terms of this
     Indenture to be incurred;

          (5)  customary provisions in leases entered into in the ordinary
     course of business;

          (6)  purchase money obligations for property acquired in the ordinary
     course of business that impose restrictions on that property of the nature
     described in clause (3) of Section 4.08(a);

          (7)  any agreement for the sale or other disposition of assets,
     including customary restrictions on a Restricted Subsidiary that restricts
     distributions by that Restricted Subsidiary pending its sale or other
     disposition;

          (8)  Permitted Refinancing Indebtedness, provided that the
     restrictions contained in the agreements governing such Permitted
     Refinancing Indebtedness are not materially more restrictive, taken as a
     whole, than those contained in the agreements governing the Indebtedness
     being refinanced;

          (9)  Liens securing Indebtedness otherwise permitted to be incurred
     under Section 4.12 hereof that limit the right of the debtor to dispose of
     the assets subject to such Liens;

                                       52



          (10) provisions with respect to the disposition or distribution of
     assets or property in joint venture agreements, assets sale agreements,
     stock sale agreements and other similar agreements entered into in the
     ordinary course of business;

          (11) restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business;

          (12) other Indebtedness of any Restricted Subsidiary that is not a
     Domestic Subsidiary permitted to be incurred subsequent to the date of this
     Indenture pursuant to the provisions of Section 4.09 hereof;

          (13) any encumbrances or restrictions of the type referred to in
     clauses (1), (2) and (3) of Section 4.08(a) hereof imposed by any
     amendments, modification, restatements, renewals, increases, supplements,
     refunding, replacements or refinancing of the contracts, instruments or
     obligations referred to in clauses (1) through (3) of this Section 4.08(b);
     provided that such amendments, modifications, restatements, renewals,
     increases, supplements, refundings, replacement or refinancings are (in the
     good faith judgment of the Board of Directors) no more restrictive, taken
     as a whole, with respect to such dividend and other payment restrictions
     than those contained in such contracts, instruments or obligations prior to
     such amendment, modification, restatement, renewal, increase, supplement,
     refunding, replacement or refinancing;

          (14) any agreement relating to a sale and leaseback transaction or
     Capital Lease Obligation, but only on the property subject to such
     transaction or Capital Lease Obligation and only to the extent that such
     restrictions or encumbrances are customary with respect to a sale and
     leaseback transaction or Capital Lease Obligation;

          (15) Indebtedness or other contractual requirements of a Receivables
     Subsidiary in connection with a Qualified Receivables Transaction, provided
     that such restrictions apply only to such Receivables Subsidiary; and

          (16) any other agreement, instrument or document relating to Senior
     Debt hereafter in effect; provided that the terms and conditions of such
     encumbrances or restrictions are not more restrictive taken as a whole than
     those encumbrances or restrictions imposed in connection with the Credit
     Agreement as in effect on the date of this Indenture.

Section 4.09  Incurrence of Indebtedness and Issuance of Preferred Stock.

     (a)  The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and will not permit
any of its Restricted Subsidiaries to issue any shares of preferred stock;
provided, however, that the Company may incur Indebtedness (including Acquired
Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness or
issue preferred stock, if the Fixed Charge Coverage Ratio for the Company's most
recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or preferred stock is issued
would have been at least 2.0 to 1.0, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the preferred stock or Disqualified Stock had
been issued, as the case may be, at the beginning of such four-quarter period.

                                       53



     (b)  The provisions of Section 4.09(a) will not prohibit the incurrence of
any of the following items of Indebtedness (collectively, "Permitted Debt"):

          (1)  the incurrence by the Company and any Guarantor of additional
     Indebtedness pursuant to any Revolving Credit Facility; provided, however,
     that immediately after giving effect to any such incurrence the aggregate
     principal amount of all Indebtedness incurred under this clause (1) and
     then outstanding does not exceed the greater of (A) $125.0 million and (B)
     the sum of (i) 80% of the face amount of all accounts receivable owned by
     the Company and its Restricted Subsidiaries as of the end of the most
     recent fiscal quarter preceding such date that were not more than 90 days
     past due plus (ii) 50% of the book value of all inventory owned by the
     Company and its Restricted Subsidiaries as of the end of the most recent
     fiscal quarter preceding such date (provided that such amount shall be
     reduced to the extent of any reduction or elimination of any commitment
     under any Credit Facility resulting from or relating to the formation of
     any Receivables Subsidiary or the consummation of any Qualified Receivables
     Transaction);

          (2)  the incurrence by the Company and any Guarantor of additional
     Indebtedness pursuant to any Term Loan Facility; provided, however, that
     after giving effect to any such incurrence the aggregate principal amount
     of such Indebtedness incurred under this clause (2) and then outstanding
     does not exceed $250.0 million less the aggregate amount of all Net
     Proceeds of Asset Sales applied by the Company or any of its Restricted
     Subsidiaries since the date of this Indenture to repay any Indebtedness
     under a Credit Facility pursuant to Section 4.10.

          (3)  the incurrence by the Company and its Restricted Subsidiaries of
     the Existing Indebtedness;

          (4)  the incurrence by the Company and the Guarantors of Indebtedness
     represented by the Notes and the related Note Guarantees to be issued on
     the date of this Indenture and the Exchange Notes and the related Note
     Guarantees to be issued pursuant to the Registration Rights Agreement;

          (5)  the incurrence by the Company or any Restricted Subsidiary of
     Indebtedness represented by Capital Lease Obligations, mortgage financings
     or purchase money obligations, in each case, incurred for the purpose of
     financing all or any part of the purchase price or cost of construction,
     improvement or lease of property, plant or equipment used in the business
     of the Company or such Restricted Subsidiary, or incurred within 180 days
     after such purchase, lease or improvement, in an aggregate principal
     amount, including all Permitted Refinancing Indebtedness incurred to
     refund, refinance or replace any Indebtedness incurred pursuant to this
     clause (5), not to exceed the greater of (i) $25.0 million or (ii) 5.0% of
     the Company's Consolidated Net Tangible Assets at the time of any
     incurrence thereof;

          (6)  the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance or replace Indebtedness
     (other than intercompany Indebtedness) that was permitted by this Indenture
     to be incurred under Section 4.09(a) hereof or clauses (3), (4), (5), (6),
     (11), (14), (15) or (18) of this Section 4.09(b);

                                       54



          (7)  the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of its Restricted Subsidiaries; provided, however, that:

               (A)  if the Company or any Guarantor is the obligor on such
          Indebtedness, such Indebtedness must be expressly subordinated to the
          prior payment in full in cash of all Obligations with respect to the
          Notes, in the case of the Company, or the Note Guarantee, in the case
          of a Guarantor; and

               (B)  (i) any subsequent issuance or transfer of Equity Interests
          that results in any such Indebtedness being held by a Person other
          than the Company or a Restricted Subsidiary of the Company and (ii)
          any sale or other transfer of any such Indebtedness to a Person that
          is not either the Company or a Restricted Subsidiary of the Company;
          will be deemed, in each case, to constitute an incurrence of such
          Indebtedness by the Company or such Restricted Subsidiary, as the case
          may be, that was not permitted by this clause (7);

          (8)  the incurrence by the Company or any of its Restricted
     Subsidiaries of Hedging Obligations that are incurred for the purpose of
     fixing or hedging (i) any currency exchange risk, (ii) any commodity price
     risk or (iii) any interest rate risk with respect to any floating rate
     Indebtedness that is permitted by the terms of this Indenture to be
     outstanding;

          (9)  the guarantee by the Company or any of the Guarantors of
     Indebtedness or other Obligations of the Company or a Restricted Subsidiary
     of the Company that was permitted to be incurred by another provision of
     this Section 4.09;

          (10) the accrual of interest, the accretion or amortization of
     original issue discount, the payment of interest on any Indebtedness in the
     form of additional Indebtedness with the same terms, and the payment of
     dividends on Disqualified Stock in the form of additional shares of the
     same class of Disqualified Stock will not be deemed to be an incurrence of
     Indebtedness or an issuance of Disqualified Stock for purposes of this
     Section 4.09; provided, in each such case, that the amount thereof is
     included in Fixed Charges of the Company as accrued;

          (11) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness constituting reimbursement obligations with
     respect to letters of credit issued in the ordinary course of business,
     including, without limitation, letters of credit in respect of workers'
     compensation claims or self-insurance, or other Indebtedness with respect
     to reimbursement type obligations regarding workers' compensation claims or
     self insurance;

          (12) the incurrence by the Company or any of its Restricted
     Subsidiaries of obligations in respect of performance and surety bonds and
     completion guarantees provided by the Company or such Restricted
     Subsidiaries in the ordinary course of business;

          (13) the incurrence by the Company or any Restricted Subsidiary of
     Indebtedness arising from agreements of the Company or such Restricted
     Subsidiary providing for indemnification, adjustment of purchase price or
     similar obligations, in each case, incurred or assumed in connection with
     the acquisition of disposition of any business, assets or Capital Stock of
     a Subsidiary, other than guarantees of Indebtedness incurred by any Person
     acquiring all or any portion of such business, assets or a Subsidiary for
     the purpose of financing such acquisition;

                                       55



              (14) the issuance of preferred stock by any Restricted Subsidiary
         issued to the Company or another Restricted Subsidiary; provided that
         any subsequent issuance or transfer of any Equity Securities or any
         other event that results in any such Restricted Subsidiary ceasing to
         be a Restricted Subsidiary or any other subsequent transfer of any such
         shares of preferred stock (except to the Company or another Restricted
         Subsidiary) shall be deemed, in each case to be an issuance of such
         shares of preferred stock;

              (15) the incurrence of Indebtedness or Disqualified Stock of
         Persons that are acquired by the Company or any of its Restricted
         Subsidiaries or merged into a Restricted Subsidiary in accordance with
         the terms of this Indenture; provided that such Indebtedness or
         Disqualified Stock is not incurred in contemplation of such acquisition
         or merger; provided further that such Indebtedness or Disqualified
         Stock shall not exceed $25.0 million at any time outstanding;

              (16) any guarantee of the Indebtedness of any Investee Store by
         clause (9) of the definition of "Permitted Investment;"

              (17) the incurrence by a Receivables Subsidiary of Indebtedness in
         a Qualified Receivables Transaction that is without recourse to the
         Company or to any other Subsidiary of the Company or their assets
         (other than such Receivables Subsidiary and its assets and, as to the
         Company or any Subsidiary of the Company, other than pursuant to
         representations, warranties, covenants and indemnities customary for
         such transactions) and is not guaranteed by any such Person (excluding
         guarantees of Obligations (other than principal of, and interest on,
         Indebtedness) pursuant to representations, warranties, covenants and
         indemnities entered into in the ordinary course of business in
         connection with a Qualified Receivables Transaction); and

              (18) the incurrence by the Company or any Restricted Subsidiary of
         additional Indebtedness in an aggregate principal amount (or accreted
         value, as applicable) at any time outstanding, including all Permitted
         Refinancing Indebtedness incurred to refund, refinance or replace any
         Indebtedness incurred pursuant to this clause (18), not to exceed $35.0
         million.

For purposes of determining compliance with this Section 4.09, in the event that
an item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (1) through (18) above, or is
entitled to be incurred pursuant to Section 4.09(a) hereof, the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any manner
that complies with this Section 4.09. Indebtedness under Revolving Credit
Facilities outstanding on the date on which Notes are first issued and
authenticated under this Indenture will be deemed to have been incurred on such
date in reliance on the exception provided by clause (1) of the definition of
Permitted Debt. Indebtedness under Term Loan Facilities outstanding on the date
on which Notes are first issued and authenticated under this Indenture will be
deemed to have been incurred on such date in reliance on the exception provided
by clause (2) of the definition of Permitted Debt.

Section 4.10  Asset Sales.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

              (1) the Company (or the Restricted Subsidiary, as the case may be)
         receives consideration at the time of such Asset Sale at least equal to
         the fair market value of the assets or Equity Interests issued or sold
         or otherwise disposed of;

                                       56



              (2) the fair market value is determined by the Company's Board of
         Directors and, in the case of Asset Sales in excess of $10.0 million,
         evidenced by a resolution of the Board of Directors set forth in an
         Officers' Certificate delivered to the Trustee; and

              (3) at least 75% of the consideration received in the Asset Sale
         by the Company or such Restricted Subsidiary is in the form of cash or
         Cash Equivalents. For purposes of this provision, each of the following
         will be deemed to be cash:

                  (A) any liabilities, as shown on the Company's most recent
              consolidated balance sheet, of the Company or any Restricted
              Subsidiary (other than contingent liabilities and liabilities that
              are by their terms subordinated to the Notes or any Note
              Guarantee) that are assumed by the transferee of any such assets
              pursuant to a customary novation agreement that releases the
              Company or such Restricted Subsidiary from further liability;

                  (B) any securities, notes or other obligations received by the
              Company or any such Restricted Subsidiary from such transferee
              that are within 180 days of their receipt, converted by the
              Company or such Restricted Subsidiary into cash or Cash
              Equivalents, to the extent of the cash or Cash Equivalents
              received in that conversion; and

                  (C) any Designated Non-Cash Consideration received by the
              Company or any of its Restricted Subsidiaries in any Asset Sale
              having a fair market value, taken together with all other
              Designated Non-Cash Consideration received pursuant to this clause
              (C) that is at the time outstanding, not to exceed 5.0% of
              Consolidated Tangible Net Assets at the time of the receipt of
              such Designated Non-Cash Consideration.

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply those Net Proceeds at its option:

              (1) to repay Senior Debt and, if the Senior Debt repaid is
         revolving credit Indebtedness, to correspondingly reduce commitments
         with respect thereto;

              (2) to repay pari passu Indebtedness with provisions similar to
         those set forth in this Indenture with respect to offers to purchase or
         redeem with the proceeds of sales of assets; provided that the Company
         will equally and ratably reduce Obligations under the Notes if the
         Notes are then redeemable or, if the Notes may not be then redeemed,
         the Company will make an offer (in accordance with the procedures set
         forth below for any Asset Sale Offer) to all Holders to purchase the
         Notes that would otherwise be redeemed at a price equal to 100% of the
         principal amount of such Notes plus accrued and unpaid interest and
         Liquidated Damages, if any, to the date of purchase;

              (3) to acquire all or substantially all of the assets of, or a
         majority of the Voting Stock of, another Permitted Business;

              (4) to make a capital expenditure; or

              (5) to make an investment in one or more Permitted Businesses or
         to acquire other long-term assets that are used or useful in a
         Permitted Business.

                                       57



        Pending the final application of any such Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in cash or Cash Equivalents or in any other manner that is not
prohibited by this Indenture.

        Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $20.0 million, within 30 days
thereof, the Company will make an Asset Sale Offer to all Holders of Notes and
all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets in accordance with
Section 3.09 hereof to purchase the maximum principal amount of Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds.
The offer price in any Asset Sale Offer will be equal to 100% of principal
amount plus accrued and unpaid interest and Liquidated Damages, if any, to the
date of purchase, and will be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and such other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee will select the Notes and such other pari passu Indebtedness to be
purchased on a pro rata basis based on the principal amount of the Notes and
such other pari passu Indebtedness tendered. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds will be reset at zero.

        The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Section hereof 3.09 or this Section 4.10, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under the provisions of Section 3.09 hereof or this
Section 4.10 by virtue of such conflict.

Section 4.11  Transactions with Affiliates.

        (a)   The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an "Affiliate Transaction"), unless:

              (1)   the Affiliate Transaction is on terms that are not
        materially less favorable to the Company or the relevant Restricted
        Subsidiary than those that would have been obtained in a comparable
        transaction by the Company or such Restricted Subsidiary with an
        unrelated Person; and

              (2)   the Company delivers to the Trustee:

                    (A)   with respect to any Affiliate Transaction or series of
              related Affiliate Transactions involving aggregate consideration
              in excess of $5.0 million, a resolution of the Board of Directors
              set forth in an Officers' Certificate certifying that such
              Affiliate Transaction complies with clause (1) of this Section
              4.11(a) and that such Affiliate Transaction has been approved by a
              majority of the disinterested members of the Board of Directors;
              and

                                       58



                    (B)  with respect to any Affiliate Transaction or series of
              related Affiliate Transactions involving aggregate consideration
              in excess of $10.0 million, an opinion as to the fairness to the
              Company of such Affiliate Transaction from a financial point of
              view issued by an accounting, appraisal or investment banking firm
              of national standing.

        (b)   The following items will not be deemed to be Affiliate
Transactions and, therefore, will not be subject to the provisions of Section
4.11(a):

              (1)   any employment, consulting or similar agreement or other
        compensation arrangement entered into by the Company or any of its
        Restricted Subsidiaries in the ordinary course of business;

              (2)   transactions between or among the Company and/or its
        Restricted Subsidiaries;

              (3)   transactions with a Person that is an Affiliate of the
        Company solely because the Company owns an Equity Interest in, or
        controls, such Person;

              (4)   payment of reasonable directors fees and expenses and the
        provision of customary indemnification to directors and officers of the
        Company or any entity that controls the Company;

              (5)   sales of Equity Interests (other than Disqualified Stock) to
        Affiliates of the Company;

              (6)   Restricted Payments that are permitted by Section 4.07
        hereof;

              (7)   payments or loans to employees or consultants that are
        approved in good faith by a majority of the Board of Directors of the
        Company in an amount not to exceed $2.5 million at any time outstanding;

              (8)   any agreement (and payments with respect thereto) as in
        effect on the date of this Indenture or any amendment thereto (so long
        as such amendment is not disadvantageous to the Holders in any material
        respect) or any transaction contemplated thereby;

              (9)   the existence of, or the performance by the Company or any
        Restricted Subsidiary of its obligations under the terms of, the
        Exchange Agreement, or any agreement contemplated thereunder (including
        any registration rights agreement or stockholders agreement related
        thereto) to which it is a party as of the date of this Indenture;
        provided, however, that the existence of, or the performance by the
        Company or any Restricted Subsidiary of obligations under, any future
        amendment to any such existing agreement shall only be permitted by this
        clause (9) to the extent that the terms of any such amendment are not
        otherwise disadvantageous to the Holders in any material respect;

              (10)  the payment of all fees, expenses, bonuses and awards
        related to the transactions contemplated by the Exchange Agreement;

              (11)  transactions with customers, clients, suppliers, or
        purchasers or sellers of goods or services, in each case in the ordinary
        course of business and otherwise in compliance with the terms of this
        Indenture that are fair to the Company and its Restricted Subsidiaries
        in the reasonable determination of the majority of the Board of
        Directors of the Company or are on

                                       59



        terms at least as favorable as might reasonably have been obtained at
        such time from an unaffiliated party;

              (12) any tax sharing agreement or arrangement and payments
        pursuant thereto among the Company and its Subsidiaries and any other
        Person with which the Company or its Subsidiaries is required or
        permitted to file a consolidated tax return or with which the Company or
        any of its Restricted Subsidiaries is or could be part of a consolidated
        group for tax purposes in amounts not otherwise prohibited by this
        Indenture;

              (13) the payment of reasonable professional fees to Willis Stein &
        Partners III, L.P. or any of its Affiliates in connection with work
        performed on the Company's behalf and that are approved by the Board of
        Directors of the Company in good faith; and

              (14) transactions between (i) the Company or any Subsidiary of the
        Company and a Receivables Subsidiary or (ii) a Receivables Subsidiary
        and any Person in which the Receivables Subsidiary has an Investment.

Section 4.12  Liens.

        The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien (other
than Permitted Liens) of any kind securing Indebtedness, Attributable Debt or
trade payables on any asset now owned or hereafter acquired, unless all payments
due under this Indenture and the Notes are secured on an equal and ratable basis
with the obligations so secured until such time as such obligations are no
longer secured by a Lien.

Section 4.13  Business Activities.

        The Company will not, and will not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

Section 4.14  Corporate Existence.

        Subject to Article 5 hereof, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect:

              (1)  its corporate existence, and the corporate, partnership or
        other existence of each of its Subsidiaries, in accordance with the
        respective organizational documents (as the same may be amended from
        time to time) of the Company or any such Subsidiary; and

              (2)  the rights (charter and statutory), licenses and franchises
        of the Company and its Subsidiaries; provided, however, that the Company
        shall not be required to preserve any such right, license or franchise,
        or the corporate, partnership or other existence of any of its
        Subsidiaries, if the Board of Directors shall determine that the
        preservation thereof is no longer desirable in the conduct of the
        business of the Company and its Subsidiaries, taken as a whole, and that
        the loss thereof is not adverse in any material respect to the Holders
        of the Notes.

Section 4.15  Offer to Repurchase Upon Change of Control.

        (a)   Upon the occurrence of a Change of Control, the Company will make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $1,000 or an integral

                                       60



multiple of $1,000) of each Holder's Notes at a purchase price equal to 101% of
the aggregate principal amount thereof plus accrued and unpaid interest and
Liquidated Damages on the Notes repurchased, if any, to the date of purchase
(the "Change of Control Payment"). Within 30 days following any Change of
Control, the Company will mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and stating:

          (1) that the Change of Control Offer is being made pursuant to this
     Section 4.15 and that all Notes tendered will be accepted for payment;

          (2) the purchase price and the purchase date, will be no earlier than
     30 days and no later than 60 days from the date such notice is mailed (the
     "Change of Control Payment Date");

          (3) that any Note not tendered will continue to accrue interest;

          (4) that, unless the Company defaults in the payment of the Change of
     Control Payment, all Notes accepted for payment pursuant to the Change of
     Control Offer will cease to accrue interest after the Change of Control
     Payment Date;

          (5) that Holders electing to have any Notes purchased pursuant to a
     Change of Control Offer will be required to surrender the Notes, with the
     form entitled "Option of Holder to Elect Purchase" on the reverse of the
     Notes completed, to the Paying Agent at the address specified in the notice
     prior to the close of business on the third Business Day preceding the
     Change of Control Payment Date;

          (6) that Holders will be entitled to withdraw their election if the
     Paying Agent receives, not later than the close of business on the second
     Business Day preceding the Change of Control Payment Date, a telegram,
     telex, facsimile transmission or letter setting forth the name of the
     Holder, the principal amount of Notes delivered for purchase, and a
     statement that such Holder is withdrawing his election to have the Notes
     purchased; and

          (7) that Holders whose Notes are being purchased only in part will be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered, which unpurchased portion must be equal to $1,000 in
     principal amount or an integral multiple thereof.

     The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.15 of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under Section 3.09 or this Section 4.15 by virtue
of such conflict.

          (b) On the Change of Control Payment Date, the Company will, to the
     extent lawful:

          (1) accept for payment all Notes or portions thereof properly tendered
     pursuant to the Change of Control Offer;

          (2) deposit with the Paying Agent an amount equal to the Change of
     Control Payment in respect of all Notes or portions of Notes properly
     tendered; and

                                       61



               (3) deliver or cause to be delivered to the Trustee the Notes so
         accepted together with an Officers' Certificate stating the aggregate
         principal amount of Notes or portions of Notes being purchased by the
         Company.

         The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

         Prior to complying with any of the provisions of this Section 4.15, but
in any event within 90 days following a Change of Control, the Company will
either repay all outstanding Senior Debt or obtain the requisite consents, if
any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this Section 4.15. A failure to comply with the
covenant described in the immediately preceding paragraph will (with notice and
lapse of time) constitute an Event of Default pursuant to Section 6.01(3) hereof
but shall not constitute an Event of Default pursuant to Section 6.01(2) hereof.

         (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.15 and Section 3.09 hereof and purchases all Notes validly tendered
and not withdrawn under the Change of Control Offer.

Section 4.16   Anti-Layering

         The Company will not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt of the Company and senior in any respect in
right of payment to the Notes. No Guarantor will incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinate or
junior in right of payment to the Senior Debt of such Guarantor and senior in
any respect in right of payment to such Guarantor's Note Guarantee. No
Indebtedness shall be deemed to be subordinate to any secured Indebtedness by
virtue of the fact that is unsecured.

Section 4.17   Limitation on Sale and Leaseback Transactions.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company or any Guarantor may enter into a sale and leaseback transaction if:

               (1) the Company or that Guarantor, as applicable, could have (a)
         incurred Indebtedness in an amount equal to the Attributable Debt
         relating to such sale and leaseback transaction under the Fixed Charge
         Coverage Ratio test in Section 4.09(a) hereof and (b) incurred a Lien
         to secure such Indebtedness pursuant to the provisions of Section 4.12
         hereof;

               (2) the gross cash proceeds of that sale and leaseback
         transaction are at least equal to the fair market value, (as determined
         in good faith by the Board of Directors and set forth in an Officers'
         Certificate delivered to the Trustee), of the property that is the
         subject of that sale and leaseback transaction; and

                                       62



               (3) the transfer of assets in that sale and leaseback transaction
         is permitted by, and the Company applies the proceeds of such
         transaction in compliance with, Section 4.10 hereof.

Section 4.18   Payments for Consent.

         The Company will not, and will not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

Section 4.19   Designation of Restricted and Unrestricted Subsidiaries

         The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate fair market value of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary properly
designated will be deemed to be an Investment made as of the time of the
designation and will (i) reduce the amount available for Restricted Payments
under Section 4.07(a) hereof or (ii) reduce the amount available under the
definition of Permitted Investments, as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a
Default.

Section 4.20   Additional Note Guarantees.

         If the Company or any of its Subsidiaries acquires or creates another
Domestic Subsidiary (other than a Receivables Subsidiary) after the date of this
Indenture and such Domestic Subsidiary guarantees Indebtedness under a Credit
Facility, then the Company will cause that newly acquired or created Domestic
Subsidiary to execute a Note Guarantee pursuant to a supplemental indenture in
form and substance satisfactory to the Trustee and deliver an Opinion of Counsel
to the Trustee within ten Business Days of the date on which it was acquired or
created to the effect that such supplemental indenture has been duly authorized,
executed and delivered by that Domestic Subsidiary and constitutes a valid and
binding agreement of that Domestic Subsidiary, enforceable in accordance with
its terms (subject to customary exceptions); provided, however, that if no
Indebtedness under a Credit Facility is outstanding, all of the Company's
Domestic Subsidiaries (other than its Receivables Subsidiaries) with a
Consolidated Net Worth of greater than $500,000 must guarantee the Notes;
provided, further, that any Domestic Subsidiary (other than a Receivable
Subsidiary) that has properly been designated as an Unrestricted Subsidiary in
accordance with this Indenture shall not be required to become a Guarantor so
long as it continues to constitute an Unrestricted Subsidiary. The form of such
Note Guarantee is attached as Exhibit E hereto.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01   Merger, Consolidation, or Sale of Assets.

         The Company shall not, directly or indirectly, consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation), or sell, assign, transfer, convey or otherwise

                                       63



dispose of all or substantially all of the properties or assets of the Company
and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person; unless:

               (1) either:

                   (A) the Company is the surviving corporation; or

                   (B) the Person formed by or surviving any such consolidation
               or merger (if other than the Company) or to which such sale,
               assignment, transfer, conveyance or other disposition has been
               made is either (i) a corporation organized or existing under the
               laws of the United States, any state of the United States or the
               District of Columbia or (ii) a partnership or limited liability
               company organized or existing under the laws of the United
               States, any state thereof or the District of Columbia that has at
               least one Restricted Subsidiary that is a corporation organized
               or existing under the laws of the United States, any state
               thereof or the District of Columbia which corporation becomes a
               co-issuer of the Notes pursuant to a supplemental indenture duly
               and validly executed by the Trustee;

               (2) the Person formed by or surviving any such consolidation or
         merger (if other than the Company) or the Person to which such sale,
         assignment, transfer, conveyance or other disposition shall have been
         made assumes all the obligations of the Company under the Notes, this
         Indenture and the Registration Rights Agreement pursuant to agreements
         reasonably satisfactory to the Trustee;

               (3) immediately after such transaction, no Default or Event of
         Default exists; and

               (4) the Company, the Company or the Person formed by or surviving
         any such consolidation or merger (if other than the Company), or to
         which such sale, assignment, transfer, conveyance or other disposition
         has been made would, on the date of such transaction after giving pro
         forma effect thereto and any related financing transactions as if the
         same had occurred at the beginning of the applicable four-quarter
         period, be permitted to incur at least $1.00 of additional Indebtedness
         pursuant to the Fixed Charge Coverage Ratio test set forth in Section
         4.09(a) hereof.

         The Company will not be relieved of its Obligations to pay principal
of, and interest on, the Notes except in the case of a sale (but not lease) of
all of its assets that meet the requirements of this Section 5.01. Further, this
Section 5.01 will not apply to a sale, assignment, transfer, conveyance or other
disposition of assets between or among the Company and any of its Wholly Owned
Subsidiaries.

Section 5.02   Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets in a transaction that is subject to, and that complies with
the provisions of, Section 5.01 hereof.

                                       64



                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01   Events of Default.

         Each of the following is an "Event of Default":

               (1) the Company defaults for 30 days in the payment when due of
         interest on, or Liquidated Damages with respect to, the Notes whether
         or not prohibited by the subordination provisions of this Indenture;

               (2) the Company defaults in the payment when due (at maturity,
         upon redemption or otherwise) of the principal of, or premium, if any,
         on the Notes, whether or not prohibited by the subordination provisions
         of this Indenture;

               (3) the Company or any of its Subsidiaries fails to comply with
         the provisions of Sections 4.10 or 4.15 hereof;

               (4) the Company or any of its Subsidiaries fail to observe or
         perform any other covenant, representation, warranty or other agreement
         in this Indenture or the Notes for 60 days after notice to the Company
         by the Trustee or the Holders of at least 25% in aggregate principal
         amount of the Notes then outstanding voting as a single class;

               (5) a default occurs under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness for money borrowed by the Company or any of
         its Restricted Subsidiaries (or the payment of which is guaranteed by
         the Company or any of its Restricted Subsidiaries), whether such
         Indebtedness or guarantee now exists, or is created after the date of
         this Indenture, if that default:

                   (A) is caused by a failure to pay principal on such
               Indebtedness at the Stated Maturity thereof (a "Payment
               Default"); or

                   (B) results in the acceleration of such Indebtedness prior to
               its express maturity,

               and, in each case, the principal amount of any such Indebtedness,
               together with the principal amount of any other such Indebtedness
               under which there has been a Payment Default or the maturity of
               which has been so accelerated, aggregates $25.0 million or more;

               (6) failure by the Company or any of its Subsidiaries to pay a
         final judgment or final judgments for the payment of money are entered
         by a court or courts of competent jurisdiction aggregating in excess of
         $25.0 million, which judgment(s) are not paid, discharged or stayed for
         a period of 60 days after such judgments have become final and
         non-appealable, and in the event such judgment is covered by insurance,
         an enforcement proceeding has been commenced by any creditor upon such
         judgment or decree that is not promptly stayed;

               (7) the Company or any of its Significant Subsidiaries or any
         group of Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary pursuant to or within the meaning of Bankruptcy
         Law:

                                       65



               (A) commences a voluntary case,

               (B) consents to the entry of an order for relief against it in an
         involuntary case,

               (C) consents to the appointment of a custodian of it or for all
         or substantially all of its property,

               (D) makes a general assignment for the benefit of its creditors,
         or

               (E) generally is not paying its debts as they become due; or

         (8)   a court of competent jurisdiction enters an order or decree under
     any Bankruptcy Law that:

               (A) is for relief against the Company or any of its Significant
         Subsidiaries or any group of Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary in an involuntary case;

               (B) appoints a custodian of the Company or any of its Significant
         Subsidiaries or any group of Subsidiaries that, taken as a whole, would
         constitute a Significant Subsidiary or for all or substantially all of
         the property of the Company or any of its Significant Subsidiaries or
         any group of Subsidiaries that, taken as a whole, would constitute a
         Significant Subsidiary; or

               (C) orders the liquidation of the Company or any of its
         Significant Subsidiaries or any group of Subsidiaries that, taken as a
         whole, would constitute a Significant Subsidiary;

         and the order or decree remains unstayed and in effect for 60
         consecutive days; and

         (9) except as permitted by this Indenture, any Note Guarantee by a
     Significant Subsidiary or any group of Subsidiaries that, taken as a whole,
     would constitute a Significant Subsidiary, is held in any judicial
     proceeding to be unenforceable or invalid or shall cease for any reason to
     be in full force and effect or any Guarantor, or any Person acting on
     behalf of any Guarantor, shall deny or disaffirm its obligations under its
     Note Guarantee.

     The Company is required to deliver to the Trustee annually a statement
regarding compliance with this Indenture. Upon becoming aware of any Default or
Event of Default, the Company is required to deliver to the Trustee a statement
specifying such Default or Event of Default.

Section 6.02   Acceleration.

     In the case of an Event of Default specified in clause (7) or (8) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary that
is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee (upon the request
of the Holders of at least 25% in principal amount of the then outstanding
Notes) or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.

                                       66



     Upon any such declaration, the Notes shall become due and payable
immediately. Notwithstanding the foregoing, if an Event of Default specified in
clause (7) or (8) of Section 6.01 hereof occurs with respect to the Company, any
Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes shall be due and payable immediately without
further action or notice. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under this Indenture except a continuing Default or Event
of Default in the payment of interest or Liquidated Damages on, or the principal
of, the Notes.

     In the case of any Event of Default occurs on or after June 6, 2007, by
reason of any willful action or inaction taken or not taken by or on behalf of
the Company with the intention of avoiding payment of the premium that the
Company would have had to pay if the Company then had elected to redeem the
Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an
equivalent premium will also become and be immediately due and payable to the
extent permitted by law upon the acceleration of the Notes. If an Event of
Default occurs prior to June 6, 2007, by reason of any willful action or
inaction taken or not taken by or on behalf of the Company with the intention of
avoiding the prohibition on redemption of the Notes prior to June 6, 2007, then,
upon acceleration of the Notes, an additional premium shall also become and be
immediately due and payable in an amount for each of the years beginning on June
6 of the years set forth below, as set forth below (expressed as a percentage of
the principal amount of the Notes on the date of payment that would otherwise be
due but for the provisions of this sentence):

        Year                                          Percentage
        ----                                          ----------
        2002 ......................................     8.875%
        2003 ......................................     7.988%
        2004 ......................................     7.100%
        2005 ......................................     6.213%
        2006 ......................................     5.325%

Section 6.03   Other Remedies.

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium and Liquidated
Damages, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04   Waiver of Past Defaults.

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,

                                       67



including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.05   Control by Majority.

     Holders of a majority in principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.

Section 6.06   Limitation on Suits.

     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

              (1) the Holder of a Note gives to the Trustee written notice of a
     continuing Event of Default;

              (2) the Holders of at least 25% in principal amount of the then
     outstanding Notes make a written request to the Trustee to pursue the
     remedy;

              (3) such Holder of a Note or Holders of Notes offer and, if
     requested, provide to the Trustee indemnity satisfactory to the Trustee
     against any loss, liability or expense;

              (4) the Trustee does not comply with the request within 60 days
     after receipt of the request and the offer and, if requested, the provision
     of indemnity; and

              (5) during such 60-day period the Holders of a majority in
     principal amount of the then outstanding Notes do not give the Trustee a
     direction inconsistent with the request.

     A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07   Rights of Holders of Notes to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08   Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(1) or (2) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

                                       68



Section 6.09   Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10   Priorities.

     If the Trustee collects any money pursuant to this Article 6, it shall pay
out the money in the following order:

              First:  to the Trustee, its agents and attorneys for amounts due
     under Section 7.07 hereof, including payment of all compensation, expense
     and liabilities incurred, and all advances made, by the Trustee and the
     costs and expenses of collection;

              Second: to Holders of Notes for amounts due and unpaid on the
     Notes for principal, premium and Liquidated Damages, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal, premium and Liquidated
     Damages, if any and interest, respectively; and

              Third:  to the Company or to such party as a court of competent
     jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11   Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11
does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant
to

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Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Notes.

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01   Duties of Trustee.

     (a) If an Event of Default has occurred and is continuing, the Trustee will
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

     (b) Except during the continuance of an Event of Default:

         (1) the duties of the Trustee will be determined solely by the express
     provisions of this Indenture, and the Trustee need perform only those
     duties that are specifically set forth in this Indenture and no others, and
     no implied covenants or obligations shall be read into this Indenture
     against the Trustee; and

         (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee will examine the certificates and opinions to determine whether
     or not they conform to the requirements of this Indenture.

     (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

         (1) this paragraph does not limit the effect of paragraph (b) of this
     Section 7.01;

         (2) the Trustee will not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts; and

         (3) the Trustee will not be liable with respect to any action it takes
     or omits to take in good faith in accordance with a direction received by
     it pursuant to Section 6.05 hereof.

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section 7.01.

     (e) No provision of this Indenture will require the Trustee to expend or
risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder has offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

     (f) The Trustee will not be liable for interest on any money received by it
except as the Trustee may agree in writing with the Company. Money held in trust
by the Trustee need not be segregated from other funds except to the extent
required by law.

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Section 7.02   Rights of Trustee.

     (a)       The Trustee may conclusively rely upon any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

     (b)       Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee will not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel will be
full and complete authorization and protection from liability in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

     (c)       The Trustee may act through its attorneys and agents and will not
be responsible for the misconduct or negligence of any agent appointed with due
care.

     (d)       The Trustee will not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e)       Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company will be sufficient if
signed by an Officer of the Company.

     (f)       The Trustee will be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

Section 7.03   Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04   Trustee's Disclaimer.

     The Trustee will not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05   Notice of Defaults.

     If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or

                                       71



Liquidated Damages, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Notes.

Section 7.06  Reports by Trustee to Holders of the Notes.

     (a)      Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA (S) 313(a) (but if no
event described in TIA (S) 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA (S) 313(b)(2). The Trustee will also transmit by mail all
reports as required by TIA (S) 313(c).

     (b)      A copy of each report at the time of its mailing to the Holders of
Notes will be mailed by the Trustee to the Company and filed by the Trustee with
the SEC and each stock exchange on which the Notes are listed in accordance with
TIA (S) 313(d). The Company will promptly notify the Trustee when the Notes are
listed on any stock exchange.

Section 7.07  Compensation and Indemnity.

     (a)      The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses will
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

     (b)      The Company and the Guarantors will indemnify the Trustee against
any and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of the Guarantors of their obligations hereunder. The
Company or such Guarantor will defend the claim and the Trustee will cooperate
in the defense. The Trustee may have separate counsel and the Company will pay
the reasonable fees and expenses of such counsel. Neither the Company nor any
Guarantor need pay for any settlement made without its consent, which consent
will not be unreasonably withheld.

     (c)      The obligations of the Company and the Guarantors under this
Section 7.07 will survive the satisfaction and discharge of this Indenture.

     (d)      To secure the Company's payment obligations in this Section 7.07,
the Trustee will have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien will survive the satisfaction and
discharge of this Indenture.

     (e)      When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(7) or (8) hereof occurs, the expenses
and the compensation for the services (including the

                                       72



fees and expenses of its agents and counsel) are intended to constitute expenses
of administration under any Bankruptcy Law.

         (f)   The Trustee will comply with the provisions of TIA (S) 313(b)(2)
to the extent applicable.

Section 7.08   Replacement of Trustee.

         (a)   A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

         (b)   The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

               (1) the Trustee fails to comply with Section 7.10 hereof;

               (2) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

               (3) a custodian or public officer takes charge of the Trustee or
         its property; or

               (4) the Trustee becomes incapable of acting.

         (c)   If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company will promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

         (d)   If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company,
or the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

         (e)   If the Trustee, after written request by any Holder who has been
a Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         (f)   A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee; provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

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Section 7.09   Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another entity, the
successor entity without any further act will be the successor Trustee.

Section 7.10   Eligibility; Disqualification.

         There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $75 million
as set forth in its most recent published annual report of condition.

         This Indenture will always have a Trustee who satisfies the
requirements of TIA (S) 310(a)(1), (2) and (5). The Trustee is subject to TIA
(S) 310(b).

Section 7.11   Preferential Collection of Claims Against Company.

         The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01   Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02   Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which will thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes, the Note Guarantees and
this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which will survive until otherwise terminated or discharged
hereunder:

               (1) the rights of Holders of outstanding Notes to receive
         payments in respect of the principal of, or interest or premium and
         Liquidated Damages, if any, on such Notes when such payments are due
         from the trust referred to in Section 8.04 hereof;

                                       74



               (2) the Company's obligations with respect to such Notes under
         Article 2 and Section 4.02 hereof;

               (3) the rights, powers, trusts, duties and immunities of the
         Trustee hereunder and the Company's and the Guarantors' obligations in
         connection therewith; and

               (4) this Article 8.

         Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03   Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 hereof
and clause (4) of Section 5.01 hereof with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes will thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed "outstanding" for
all other purposes hereunder (it being understood that such Notes will not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Company and the Guarantors may omit to comply with and will have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5)
hereof will not constitute Events of Default.

Section 8.04   Conditions to Legal or Covenant Defeasance.

         In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.02 or 8.03 hereof:

               (1) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders, cash in United States dollars,
         non-callable Government Securities, or a combination thereof, in such
         amounts as will be sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal
         of, premium and Liquidated Damages, if any, and interest on the
         outstanding Notes on the stated maturity date for payment thereof or on
         the applicable redemption date, as the case may be, and the Company
         must specify whether the Notes are being defeased to maturity or to a
         particular redemption date;

               (2) in the case of an election under Section 8.02 hereof, the
         Company has delivered to the Trustee an Opinion of Counsel in the
         United States reasonably acceptable to the Trustee confirming that:

                                       75



                   (A) the Company has received from, or there has been
               published by, the Internal Revenue Service a ruling; or

                   (B) since the date of this Indenture, there has been a change
               in the applicable federal income tax law,

               in either case to the effect that, and based thereon such Opinion
               of Counsel shall confirm that, the Holders of the outstanding
               Notes will not recognize income, gain or loss for federal income
               tax purposes as a result of such Legal Defeasance and will be
               subject to federal income tax on the same amounts, in the same
               manner and at the same times as would have been the case if such
               Legal Defeasance had not occurred;

               (3) in the case of an election under Section 8.03 hereof, the
         Company must deliver to the Trustee an Opinion of Counsel in the United
         States reasonably acceptable to the Trustee confirming that the Holders
         of the outstanding Notes will not recognize income, gain or loss for
         federal income tax purposes as a result of such Covenant Defeasance and
         will be subject to federal income tax on the same amounts, in the same
         manner and at the same times as would have been the case if such
         Covenant Defeasance had not occurred;

               (4) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the borrowing of funds to be applied to such
         deposit);

               (5) such Legal Defeasance or Covenant Defeasance will not result
         in a breach or violation of, or constitute a default under, any
         material agreement or instrument (other than this Indenture) to which
         the Company or any of its Subsidiaries is a party or by which the
         Company or any of its Subsidiaries is bound;

               (6) the Company must deliver to the Trustee an Officers'
         Certificate stating that the deposit was not made by the Company with
         the intent of preferring the Holders of Notes over the other creditors
         of the Company with the intent of defeating, hindering, delaying or
         defrauding any other creditors of the Company or others; and

               (7) the Company must deliver to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for or relating to the Legal Defeasance or the
         Covenant Defeasance have been complied with.

Section 8.05   Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

         The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04

                                       76



hereof or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
the outstanding Notes.

         Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06   Repayment to Company.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium or
Liquidated Damages, if any, or interest on any Note and remaining unclaimed for
two years after such principal, premium or Liquidated Damages, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which will not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

Section 8.07   Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and each Guarantor's obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium or
Liquidated Damages, if any, or interest on any Note following the reinstatement
of its obligations, the Company will be subrogated to the rights of the Holders
of such Notes to receive such payment from the money held by the Trustee or
Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01   Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Note
Guarantees or the Notes without the consent of any Holder of a Note:

               (1) to cure any ambiguity, defect or inconsistency;

                                       77



               (2) to provide for uncertificated Notes in addition to or in
         place of certificated Notes or to alter the provisions of Article 2
         hereof (including the related definitions) in a manner that does not
         materially adversely affect any Holder;

               (3) to provide for the assumption of the Company's or a
         Guarantor's obligations to the Holders of the Notes by a successor to
         the Company pursuant to Article 5 or Article 11 hereof;

               (4) to make any change that would provide any additional rights
         or benefits to the Holders of the Notes or that does not adversely
         affect the legal rights hereunder of any such Holder;

               (5) to comply with requirements of the SEC in order to effect or
         maintain the qualification of this Indenture under the TIA;

               (6) to provide for the issuance of Additional Notes in accordance
         with the limitations set forth in this Indenture as of the date hereof;
         or

               (7) to allow any Guarantor to execute a supplemental indenture
         and/or a Note Guarantee with respect to the Notes.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee will not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02   With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including, without limitation,
Sections 3.09, 4.10 and 4.15 hereof), the Note Guarantees and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Liquidated Damages, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Note Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, such Notes). Without the consent of at least 75% in principal
amount of the Notes then outstanding (including consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes), no waiver
or amendment to this Indenture may make any change in the provisions of Article
10 hereof that adversely affects the rights of any Holder of Notes. Section 2.08
hereof shall determine which Notes are considered to be "outstanding" for
purposes of this Section 9.02.

         Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the

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Trustee of evidence satisfactory to the Trustee of the consent of the Holders of
Notes as aforesaid, and upon receipt by the Trustee of the documents described
in Section 7.02 hereof, the Trustee will join with the Company in the execution
of such amended or supplemental Indenture unless such amended or supplemental
Indenture directly affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but will not be obligated to, enter into such amended or supplemental Indenture.

         It is not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it is sufficient if such consent approves the substance thereof.

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, will not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Notes.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

               (1) reduce the principal amount of Notes whose Holders must
         consent to an amendment, supplement or waiver;

               (2) reduce the principal of or change the fixed maturity of any
         Note or alter or waive any of the provisions with respect to the
         redemption of the Notes except as provided above with respect to
         Sections 3.09, 4.10 and 4.15 hereof;

               (3) reduce the rate of or change the time for payment of
         interest, including default interest, on any Note;

               (4) waive a Default or Event of Default in the payment of
         principal of or premium or Liquidated Damages, if any, or interest on
         the Notes (except a rescission of acceleration of the Notes by the
         Holders of at least a majority in aggregate principal amount of the
         then outstanding Notes and a waiver of the payment default that
         resulted from such acceleration);

               (5) make any Note payable in money other than that stated in the
         Notes;

               (6) make any change in the provisions of this Indenture relating
         to waivers of past Defaults or the rights of Holders of Notes to
         receive payments of principal of, or interest or premium or Liquidated
         Damages, if any, on the Notes;

               (7) waive a redemption payment with respect to any Note except as
         provided above with respect to Sections 3.09, 4.10 and 4.15 hereof;

               (8) make any change in Section 6.04 or 6.07 hereof or in the
         foregoing amendment and waiver provisions; or

               (9) release any Guarantor from any of its obligations under its
         Note Guarantee or this Indenture, except in accordance with the terms
         of this Indenture.

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Section 9.03   Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes will be
set forth in a amended or supplemental Indenture that complies with the TIA as
then in effect.

Section 9.04   Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05   Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

         Failure to make the appropriate notation or issue a new Note will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06   Trustee to Sign Amendments, etc.

         The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
will be entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
13.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental Indenture is authorized or
permitted by this Indenture.

                                   ARTICLE 10.
                                  SUBORDINATION

Section 10.01  Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by the Notes (including principal of, interest and
premium and Liquidated Damages, if any, on the Notes) is subordinated in right
of payment, to the extent and in the manner provided in this Article 10, to the
prior payment in full of all Senior Debt (whether outstanding on the date hereof
or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt. Further, the
payment of principal, interest and premium and Liquidated Damages, if any, on
the Note Guarantees will be subordinated to the prior payment in full in cash of
all Senior Debt of the Guarantors, including Senior Debt incurred after the date
of this Indenture.

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Section 10.02  Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

               (1) holders of Senior Debt will be entitled to receive payment in
         full of all Obligations due in respect of such Senior Debt (including
         interest after the commencement of any bankruptcy proceeding at the
         rate specified in the applicable Senior Debt) before the Holders of
         Notes will be entitled to receive any payment with respect to the Notes
         (except that Holders of Notes may receive and retain Permitted Junior
         Securities and payments made from any defeasance trust created pursuant
         to Section 8.01 hereof); and

               (2) until all Obligations with respect to Senior Debt (as
         provided in clause (1) above) are paid in full, any distribution to
         which Holders would be entitled but for this Article 10 will be made to
         holders of Senior Debt (except that Holders of Notes may receive and
         retain Permitted Junior Securities and payments made from any
         defeasance trust created pursuant to Section 8.01 hereof), as their
         interests may appear.

Section 10.03  Default on Designated Senior Debt.

         (a)   The Company may not make any payment or distribution to the
Trustee or any Holder in respect of Obligations with respect to the Notes and
may not acquire from the Trustee or any Holder any Notes for cash or property
(other than Permitted Junior Securities and payments made from any defeasance
trust created pursuant to Section 8.01 hereof) until all principal and other
Obligations with respect to the Senior Debt have been paid in full if:

               (1) payment default on Designated Senior Debt occurs and is
         continuing beyond any applicable grace period in the agreement,
         indenture or other document governing such Designated Senior Debt; or

               (2) any other default occurs and is continuing on any series of
         Designated Senior Debt that permits holders of that series of
         Designated Senior Debt to accelerate its maturity and the Trustee
         receives a notice of such default (a "Payment Blockage Notice") from
         the Company of the holders of any Designated Senior Debt. If the
         Trustee receives any such Payment Blockage Notice, no subsequent
         Payment Blockage Notice will be effective for purposes of this Section
         unless and until (A) at least 360 days have elapsed since the
         effectiveness of the immediately prior Payment Blockage Notice and (B)
         all scheduled payments of principal, premium and Liquidated Damages, if
         any, and interest on the Notes that have come due have been paid in
         full in cash.

         No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee may be, or may be made,
the basis for a subsequent Payment Blockage Notice unless such default has have
been waived for a period of not less than 90 days.

         (b)   The Company may and will resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

               (1) in the case of a payment default on Designated Senior Debt,
         upon the date upon which such default is cured or waived, or

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               (2) in the case of a nonpayment default on Designated Senior
         Debt, upon the earliest of: (a) the date on which such nonpayment
         default is cured or waived, (b) 179 days after the date on which the
         applicable Payment Blockage Notice is received, unless the maturity of
         any Designated Senior Debt has been accelerated, or (c) the date on
         which the Trustee receives notice from the holder of such Designated
         Senior Debt rescinding such Payment Blockage Notice,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.04  Acceleration of Notes.

         If payment of the Notes is accelerated because of an Event of Default,
the Company will promptly notify holders of Senior Debt of the acceleration.

Section 10.05  When Distribution Must Be Paid Over.

         In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (other than Permitted Junior Securities
and payments made from any defeasance trust created pursuant to Section 8.01
hereof) at a time when the Trustee or such Holder, as applicable, has actual
knowledge that such payment is prohibited by Section 10.04 hereof, such payment
will be held by the Trustee or such Holder, in trust for the benefit of, and
will be paid forthwith over and delivered, upon written request, to, the holders
of Senior Debt as their interests may appear or their Representative under the
agreement, indenture or other document (if any) pursuant to which Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of all Obligations with respect to Senior Debt remaining unpaid
to the extent necessary to pay such Obligations in full in accordance with their
terms, after giving effect to any concurrent payment or distribution to or for
the holders of Senior Debt.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform only those obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt will be read into this Indenture against
the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and will not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or the Company or
any other Person money or assets to which any holders of Senior Debt are then
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.06  Notice by Company.

         The Company will promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice will not affect the subordination of the Notes to the Senior Debt as
provided in this Article 10.

Section 10.07  Subrogation.

         After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes will be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A

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distribution made under this Article 10 to holders of Senior Debt that otherwise
would have been made to Holders of Notes is not, as between the Company and
Holders, a payment by the Company on the Notes.

Section 10.08  Relative Rights.

         This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture will:

               (1) impair, as between the Company and Holders of Notes, the
         obligation of the Company, which is absolute and unconditional, to pay
         principal of, premium and interest and Liquidated Damages, if any, on
         the Notes in accordance with their terms;

               (2) affect the relative rights of Holders of Notes and creditors
         of the Company other than their rights in relation to holders of Senior
         Debt; or

               (3) prevent the Trustee or any Holder of Notes from exercising
         its available remedies upon a Default or Event of Default, subject to
         the rights of holders and owners of Senior Debt to receive
         distributions and payments otherwise payable to Holders of Notes.

         If the Company fails because of this Article 10 to pay principal of,
premium or interest or Liquidated Damages, if any, on a Note on the due date,
the failure is still a Default or Event of Default.

Section 10.09  Subordination May Not Be Impaired by Company.

         No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes may be impaired by any act or failure to
act by the Company or any Holder or by the failure of the Company or any Holder
to comply with this Indenture.

Section 10.10  Distribution or Notice to Representative.

         Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

         Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee and the Holders of Notes will be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11  Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee will not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee has received at its Corporate
Trust Office at least five Business Days prior to the date of such payment
written notice of facts that would cause the payment of any Obligations with
respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 will impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

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         The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

Section 10.12  Authorization to Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.13  Amendments.

         The provisions of this Article 10 may not be amended or modified
without the written consent of the holders of all Senior Debt. In addition, any
amendment to, or waiver of, the provisions of this Article 10 that adversely
affects the rights of the Holders of the Notes will require the consent of the
Holders of at least 75% in aggregate principal amount of Notes then outstanding.

                                   ARTICLE 11.
                                 NOTE GUARANTEES

Section 11.01  Guarantee.

         (a)   Subject to this Article 11, each of the Guarantors hereby,
jointly and severally, unconditionally guarantees to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the obligations of the Company hereunder or thereunder, that:

               (1) the principal of, premium and Liquidated Damages, if any, and
         interest on the Notes will be promptly paid in full when due, whether
         at maturity, by acceleration, redemption or otherwise, and interest on
         the overdue principal of and interest on the Notes, if any, if lawful,
         and all other obligations of the Company to the Holders or the Trustee
         hereunder or thereunder will be promptly paid in full or performed, all
         in accordance with the terms hereof and thereof; and

               (2) in case of any extension of time of payment or renewal of any
         Notes or any of such other obligations, that same will be promptly paid
         in full when due or performed in accordance with the terms of the
         extension or renewal, whether at stated maturity, by acceleration or
         otherwise.

         Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

         (b)   The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing

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of claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest, notice and
all demands whatsoever and covenant that this Note Guarantee will not be
discharged except by complete performance of the obligations contained in the
Notes and this Indenture.

         (c)   If any Holder or the Trustee is required by any court or
otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantors, any amount paid by either to the Trustee or such Holder, this
Note Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

         (d)   Each Guarantor agrees that it will not be entitled to any right
of subrogation in relation to the Holders in respect of any obligations
guaranteed hereby until payment in full of all obligations guaranteed hereby.
Each Guarantor further agrees that, as between the Guarantors, on the one hand,
and the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Note Guarantee.

Section 11.02  Subordination of Note Guarantee.

         The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 11 will be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company. For the purposes of the foregoing sentence, the Trustee and
the Holders will have the right to receive and/or retain payments by any of the
Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 11.03  Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.04  Execution and Delivery of Note Guarantee.

         To evidence its Note Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.

                                       85



         Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 11.01 will remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

         If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, will constitute due delivery of the Note Guarantee set forth
in this Indenture on behalf of the Guarantors.

         In the event that the Company creates or acquires any Domestic
Subsidiary (other than a Receivables Subsidiary) after the date of this
Indenture, if required by Section 4.20 hereof, the Company will cause such
Domestic Subsidiary to comply with the provisions of Section 4.20 hereof and
this Article 11, to the extent applicable.

Section 11.05  Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 11.06, no Guarantor may sell or
otherwise dispose of all or substantially all of its assets to, or consolidate
with or merge with or into (whether or not such Guarantor is the surviving
Person) another Person, other than the Company or another Guarantor, unless:

               (1) immediately after giving effect to such transaction, no
         Default or Event of Default exists; and

               (2) either:

                   (a) subject to Section 11.06 hereof, the Person acquiring the
         property in any such sale or disposition or the Person formed by or
         surviving any such consolidation or merger unconditionally assumes all
         the obligations of that Guarantor, pursuant to a supplemental indenture
         in form and substance reasonably satisfactory to the Trustee, under the
         Notes, this Indenture, the Registration Rights Agreement and the Note
         Guarantee on the terms set forth herein or therein; and

                   (b) the Net Proceeds of such sale or other disposition are
         applied in accordance with the applicable provisions of this Indenture,
         including without limitation, Section 4.10 hereof.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

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         Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 11.06  Releases Following Sale of Assets.

         In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all to the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) a Subsidiary of the Company, then such Guarantor
(in the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the capital stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Note Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee will execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee.

         Any Guarantor not released from its obligations under its Note
Guarantee will remain liable for the full amount of principal of and interest on
the Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.

                                  ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01  Satisfaction and Discharge.

         This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when the Company or any Guarantor has
paid or caused to be paid all sums payable by it under the Indenture and:

               (1) either:

                   (a) all Notes that have been authenticated (except lost,
         stolen or destroyed Notes that have been replaced or paid and Notes for
         whose payment money has theretofore been deposited in trust and
         thereafter repaid to the Company) have been delivered to the Trustee
         for cancellation; or

                   (b) (i) all Notes that have not been delivered to the Trustee
         for cancellation have become due and payable by reason of the making of
         a notice of redemption or otherwise or will become due and payable
         within one year and the Company or any Guarantor has irrevocably
         deposited or caused to be deposited with the Trustee as trust funds in
         trust solely for the benefit of the Holders, cash in U.S. dollars,
         non-callable Government Securities, or a combination thereof, in such
         amounts as will be sufficient without consideration of any reinvestment
         of interest, to pay and discharge the entire indebtedness on the Notes
         not delivered to the Trustee for cancellation for principal, premium
         and Liquidated Damages, if any, and accrued interest to the date of
         maturity or redemption; (ii) no Default or Event of Default has
         occurred and is continuing on the

                                       87



         date of such deposit or will occur as a result of such deposit and such
         deposit will not result in a breach or violation of, or constitute a
         default under, any other instrument to which the Company or any
         Guarantor is a party or by which the Company or any Guarantor is bound;
         and (iii) the Company has delivered irrevocable instructions to the
         Trustee under this Indenture to apply the deposited money toward the
         payment of the Notes at maturity or the redemption date, as the case
         may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

         Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 12.02 and Section 8.06 will
survive. In addition, nothing in this Section 12.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 12.02  Application of Trust Money.

         Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

         If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 12.01; provided that if the Company has made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01  Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA (S) 318(c), the imposed duties will control.

Section 13.02  Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

                                       88



         If to the Company and/or any Guarantor:

         Roundy's, Inc.
         23000 Roundy Drive
         Pewaukee, Wisconsin 53072
         Telecopier No.: (262) 953-7989
         Attention: Chief Financial Officer

         With a copy to:
         Kirkland & Ellis
         200 East Rudolph Drive
         Chicago, Illinois 60601
         Telecopier No.: (312) 861-2200
         Attention: Gerald Nowak

         If to the Trustee:
         BNY Midwest Trust Company
         2 N. Lasalle Steet, Suite 1020
         Chicago, Illinois, 60602
         Telecopier No.: (312) 827-8542
         Attention: Corporate Trust Administration

         The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

         All notices and communications (other than those sent to Holders) will
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

         Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA (S) 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it will not
affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it will mail
a copy to the Trustee and each Agent at the same time.

Section 13.03  Communication by Holders of Notes with Other Holders of Notes.

         Holders may communicate pursuant to TIA (S) 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA (S)
312(c).

                                       89



Section 13.04  Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

               (1) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee (which must include the statements set
         forth in Section 13.05 hereof) stating that, in the opinion of the
         signers, all conditions precedent and covenants, if any, provided for
         in this Indenture relating to the proposed action have been satisfied;
         and

               (2) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which must include the statements set
         forth in Section 13.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been
         satisfied.

Section 13.05  Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA (S) 314(a)(4)) must comply with the provisions of TIA (S) 314(e)
and must include:

               (1) a statement that the Person making such certificate or
         opinion has read such covenant or condition;

               (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

               (3) a statement that, in the opinion of such Person, he or she
         has made such examination or investigation as is necessary to enable
         him or her to express an informed opinion as to whether or not such
         covenant or condition has been satisfied; and

               (4) a statement as to whether or not, in the opinion of such
         Person, such condition or covenant has been satisfied.

Section 13.06  Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions. Section 13.07 No Personal Liability
of Directors, Officers, Employees and Stockholders.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture or the Note Guarantees, or for any claim based on, in respect of, or
by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver may not be
effective to waive liabilities under the federal securities laws.

Section 13.08  Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT

                                       90



GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09  No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 13.10  Successors.

     All agreements of the Company in this Indenture and the Notes will bind its
successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 11.05.

Section 13.11  Severability.

     In case any provision in this Indenture or in the Notes is invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.

Section 13.12  Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed
copy will be an original, but all of them together represent the same agreement.

Section 13.13  Table of Contents, Headings, etc.

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and will in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                       91



                                   SIGNATURES

Dated as of June 6, 2002
                                   ROUNDY'S, INC.


                                   By: /s/ Darren W. Karst
                                       -----------------------------------------
                                       Name: Darren Karst
                                       Title: Chief Financial Officer

                                   GUARANTORS:
                                       Cardinal Foods, Inc.
                                       Holt Public Storage, Inc.
                                       Insurance Planners, Inc.
                                       I.T.A., Inc.
                                       Jondex Corp.
                                       Kee Trans, Inc.
                                       Mega Marts, Inc.
                                       Midland Grocery of Michigan, Inc.
                                       Pick `n Save Warehouse Foods, Inc.
                                       Ropak, Inc.
                                       Rindt Enterprises, Inc.
                                       Scot Lad Foods, Inc.
                                       Scot Lad-Lima, Inc.
                                       Shop-Rite, Inc.
                                       Spring Lake Merchandise, Inc.
                                       The Copps Corporation
                                       The Midland Grocery Company
                                       Ultra Mart Foods, Inc.

                                   By: /s/ Edward G. Kitz
                                       -----------------------------------------
                                       Name: Edward G. Kitz
                                       Title: Secretary

                                       Village Market, LLC

                                   By: /s/ Edward G. Kitz
                                       -----------------------------------------
                                       Name: Edward G. Kitz, signing on behalf
                                             of Shop-Rite, Inc., in its capacity
                                             as managing member of Village
                                             Market, LLC
                                       Title: Secretary of Shop-Rite, Inc.


Attest:

/s/ Robert D. Ranus
- -------------------------------
Name: Robert D. Ranus
Title: President/Treasurer

                                   Indenture



                                 BNY MIDWEST TRUST COMPANY

                                 By: /s/ Roxane Ellwanger
                                     -------------------------------------------
                                     Name: Roxane Ellwanger
                                     Title: Assistant Vice President

                                   Indenture













                                   Schedule I

                             SCHEDULE OF GUARANTORS

     The following schedule lists each Guarantor under this Indenture as of the
date of this Indenture:

                                                                            
Cardinal Foods, Inc. .......................................................    Delaware Corporation
Holt Public Storage, Inc. ..................................................   Wisconsin Corporation
Insurance Planners, Inc. ...................................................   Wisconsin Corporation
I.T.A., Inc. ...............................................................   Wisconsin Corporation
Jondex Corp. ...............................................................   Wisconsin Corporation
Kee Trans, Inc. ............................................................   Wisconsin Corporation
Mega Marts, Inc. ...........................................................   Wisconsin Corporation
Midland Grocery of Michigan, Inc. ..........................................    Michigan Corporation
Pick `n Save Warehouse Foods, Inc. .........................................   Wisconsin Corporation
Ropak, Inc. ................................................................   Wisconsin Corporation
Rindt Enterprises, Inc. ....................................................   Wisconsin Corporation
Scot Lad Foods, Inc. .......................................................   Wisconsin Corporation
Scot Lad-Lima, Inc. ........................................................        Ohio Corporation
Shop-Rite, Inc. ............................................................   Wisconsin Corporation
Spring Lake Merchandise, Inc. ..............................................        Ohio Corporation
The Copps Corporation ......................................................   Wisconsin Corporation
The Midland Grocery Company ................................................        Ohio Corporation
Ultra Mart Foods, Inc. .....................................................   Wisconsin Corporation
Village Market, LLC ........................................................             Indiana LLC



                                      I-1



                                                                      EXHIBIT A1
                                 [Face of Note]
================================================================================

                                                         CUSIP/CINS ____________

         8 7/8% [Series A] [Series B] Senior Subordinated Notes due 2012

No. ___                                                            $____________

                                 ROUNDY'S, INC.

promises to pay to CEDE&CO.

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on _____________, 2012.

Interest Payment Dates:  ____________ and ____________

Record Dates:  ____________ and ____________

Dated:  June 6, 2002

                                         ROUNDY'S, INC.


                                         By: ___________________________________
                                             Name: Darren Karst
                                             Title: Chief Financial Officer

This is one of the Notes referred
to in the within-mentioned Indenture:

BNY MIDWEST TRUST COMPANY,
  as Trustee

By: ___________________________
      Authorized Signatory


================================================================================

                                      A1-1



                                 [Back of Note]
         8 7/8% [Series A] [Series B] Senior Subordinated Notes due 2012

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

DUE TO THE PROVISIONS FOR THE PAYMENT OF PRINCIPAL CONTAINED HEREIN, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT SHOWN ON
THE FACE HEREOF. ANYONE PURCHASING THIS NOTE MAY ASCERTAIN THE OUTSTANDING
PRINICPAL AMOUNT HEREOF BY INQUIRY OF THE TRUSTEE.

     Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

          (1) Interest. Roundy's, Inc., a Wisconsin corporation (the "Company"),
     promises to pay interest on the principal amount of this Note at 8 7/8% per
     annum from June 6, 2002 until maturity and shall pay the Liquidated
     Damages, if any, payable pursuant to Section 5 of the Registration Rights
     Agreement referred to below. The Company will pay interest and Liquidated
     Damages, if any, semi-annually in arrears on June 15 and December 15 of
     each year, or if any such day is not a Business Day, on the next succeeding
     Business Day (each, an "Interest Payment Date"). Interest on the Notes will
     accrue from the most recent date to which interest has been paid or, if no
     interest has been paid, from the date of issuance; provided that if there
     is no existing Default in the payment of interest, and if this Note is
     authenticated between a record date referred to on the face hereof and the
     next succeeding Interest Payment Date, interest shall accrue from such next
     succeeding Interest Payment Date; provided, further, that the first
     Interest Payment Date shall be December 15, 2002. The Company will pay
     interest (including post-petition interest in any proceeding under any
     Bankruptcy Law) on overdue principal and premium, if any, from time to time
     on demand at a rate that is 1% per annum in excess of the rate then in
     effect; it will pay interest (including post-petition interest in any
     proceeding under any Bankruptcy Law) on overdue installments of interest
     and Liquidated Damages, if any, (without regard to any applicable grace
     periods) from time to time on demand at the same rate to the extent lawful.
     Interest will be computed on the basis of a 360-day year of twelve 30-day
     months.

          (2) Method of Payment. The Company will pay interest on the Notes
     (except defaulted interest) and Liquidated Damages, if any, to the Persons
     who are registered Holders of Notes at the close of business on the June 1
     or December 1 next preceding the Interest Payment Date, even if such Notes
     are canceled after such record date and on or before such Interest Payment
     Date, except as provided in Section 2.12 of the Indenture with respect to
     defaulted interest. The Notes will be payable as to principal, premium and
     Liquidated Damages, if any, and interest at the office or agency of the
     Company maintained for such purpose within or without the City and State of
     New York, or, at the option of the Company, payment of interest and
     Liquidated Damages, if any, may be made by check mailed to the Holders at
     their addresses set forth in the register of Holders; provided that payment
     by wire transfer of immediately available funds will be required with
     respect to principal of and interest, premium and Liquidated Damages, if
     any, on, all Global Notes and all other Notes the Holders of which will
     have provided wire transfer instructions to the Company or the Paying
     Agent. Such payment will be in such coin or currency of the United States
     of America as at the time of payment is legal tender for payment of public
     and private debts.

                                      A1-2



          (3) Paying Agent and Registrar. Initially, BNY Midwest Trust Company,
     the Trustee under the Indenture, will act as Paying Agent and Registrar.
     The Company may change any Paying Agent or Registrar without notice to any
     Holder. The Company or any of its Subsidiaries may act in any such
     capacity.

          (4) Indenture. The Company issued the Notes under an Indenture dated
     as of June 6, 2002 (the "Indenture") among the Company, the Guarantors and
     the Trustee. The terms of the Notes include those stated in the Indenture
     and those made part of the Indenture by reference to the Trust Indenture
     Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are
     subject to all such terms, and Holders are referred to the Indenture and
     such Act for a statement of such terms. To the extent any provision of this
     Note conflicts with the express provisions of the Indenture, the provisions
     of the Indenture shall govern and be controlling. The Notes are unsecured
     obligations of the Company.

          (5) Optional Redemption.

     (a)  Except as set forth in subparagraph (b) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to June 15, 2007.
Thereafter, the Company will have the option to redeem the Notes, in whole or in
part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on June 15 of the years indicated below:

     Year                                                       Percentage
     2007 ....................................................    104.438%
     2008 ....................................................    102.958%
     2009 ....................................................    101.479%
     2010 and thereafter .....................................    100.000%


     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5,
at any time prior to June 15, 2005, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under the
Indenture at a redemption price of 108.875% of the principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings;
provided that (1) at least 65% of the aggregate principal amount of Notes issued
under the Indenture remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by the Company and its Subsidiaries) and (2)
the redemption occurs within 90 days of the date of the closing of such Equity
Offering.

          (6) Mandatory Redemption.

     The Company will not be required to make mandatory redemption payments with
respect to the Notes.

          (7) Repurchase at Option of Holder.

              (a) If there is a Change of Control, the Company will be required
     to make an offer (a "Change of Control Offer") to repurchase all or any
     part (equal to $1,000 or an integral multiple thereof) of each Holder's
     Notes at a purchase price equal to 101% of the aggregate principal amount
     thereof plus accrued and unpaid interest and Liquidated Damages on the
     Notes repurchased, if any, to the date of purchase (the "Change of Control
     Payment"). Within 30 days

                                      A1-3



     following any Change of Control, the Company will mail a notice to each
     Holder setting forth the procedures governing the Change of Control Offer
     as required by the Indenture.

               (b) If the Company or a Restricted Subsidiary consummates any
     Asset Sales, within 30 days of each date on which the aggregate amount of
     Excess Proceeds exceeds $20 million, the Company will commence an offer to
     all Holders of Notes and all holders of other Indebtedness that is pari
     passu with the Notes containing provisions similar to those set forth in
     the Indenture with respect to offers to purchase or redeem with the
     proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section
     3.09 of the Indenture to purchase the maximum principal amount of Notes and
     such other pari passu Indebtedness that may be purchased out of the Excess
     Proceeds at an offer price in cash in an amount equal to 100% of the
     principal amount thereof plus accrued and unpaid interest and Liquidated
     Damages thereon, if any, to the date of purchase in accordance with the
     procedures set forth in the Indenture. To the extent any Excess Proceeds
     remain after consumption of an Asset Sale Offer, the Company may use such
     Excess Proceeds for any purpose not otherwise prohibited by the Indenture.
     If the aggregate principal amount of Notes and other pari passu
     Indebtedness surrendered by holders thereof exceeds the amount of Excess
     Proceeds, the Trustee shall select the Notes and other pari passu
     Indebtedness to be purchased on a pro rata basis. Upon the completion of
     each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.
     Holders of Notes that are the subject of an offer to purchase will receive
     an Asset Sale Offer from the Company prior to any related purchase date and
     may elect to have such Notes purchased by completing the form entitled
     "Option of Holder to Elect Purchase" on the reverse of the Notes.

          (8)  Notice of Redemption. Notice of redemption will be mailed at
     least 30 days but not more than 60 days before the redemption date to each
     Holder whose Notes are to be redeemed at its registered address, except
     that redemption notices may be mailed more than 60 days prior to a
     redemption date if the notice is issued in connection with a defeasance of
     the Notes or a satisfaction and discharge of the Indenture pursuant to
     Articles 8 or 12 of the Indenture. Notes in denominations larger than
     $1,000 may be redeemed in part but only in whole multiples of $1,000,
     unless all of the Notes held by a Holder are to be redeemed. On and after
     the redemption date interest ceases to accrue on Notes or portions thereof
     called for redemption.

          (9)  Denominations, Transfer, Exchange. The Notes are in registered
     form without coupons in denominations of $1,000 and integral multiples of
     $1,000. The transfer of Notes may be registered and Notes may be exchanged
     as provided in the Indenture. The Registrar and the Trustee may require a
     Holder, among other things, to furnish appropriate endorsements and
     transfer documents and the Company may require a Holder to pay any taxes
     and fees required by law or permitted by the Indenture. The Company need
     not exchange or register the transfer of any Note or portion of a Note
     selected for redemption, except for the unredeemed portion of any Note
     being redeemed in part. Also, the Company need not exchange or register the
     transfer of any Notes for a period of 15 days before a selection of Notes
     to be redeemed or during the period between a record date and the
     corresponding Interest Payment Date.

          (10) Persons Deemed Owners. The registered Holder of a Note may be
     treated as its owner for all purposes.

          (11) Amendment, Supplement and Waiver. Subject to certain exceptions,
     the Indenture, the Note Guarantees or the Notes may be amended or
     supplemented with the consent of the Holders of at least a majority in
     principal amount of the then outstanding Notes and Additional Notes, if
     any, voting as a single class, and any existing default or compliance with
     any

                                      A1-4



     provision of the Indenture, the Note Guarantees or the Notes may be waived
     with the consent of the Holders of a majority in principal amount of the
     then outstanding Notes and Additional Notes, if any, voting as a single
     class. Without the consent of any Holder of a Note, the Indenture, the Note
     Guarantees or the Notes may be amended or supplemented to cure any
     ambiguity, defect or inconsistency, to provide for uncertificated Notes in
     addition to or in place of certificated Notes, to provide for the
     assumption of the Company's or any Guarantor's obligations to Holders of
     the Notes in case of a merger or consolidation, to make any change that
     would provide any additional rights or benefits to the Holders of the Notes
     or that does not adversely affect the legal rights under the Indenture of
     any such Holder, to comply with the requirements of the SEC in order to
     effect or maintain the qualification of the Indenture under the Trust
     Indenture Act, to provide for the issuance of Additional Notes in
     accordance with the limitations set forth in the Indenture, or to allow any
     Guarantor to execute a supplemental indenture to the Indenture and/or a
     Note Guarantee with respect to the Notes.

          (12) Defaults and Remedies. Events of Default include: (i) default for
     30 days in the payment when due of interest on, or Liquidated Damages with
     respect to, the Notes whether or not prohibited by the subordination
     provisions of the Indenture; (ii) default in the payment when due (at
     maturity, upon redemption or otherwise) of the principal of, or premium, if
     any, on the Notes, whether or not prohibited by the subordination
     provisions of the Indenture; (iii) failure by the Company or any of its
     Subsidiaries to comply with the provisions of Sections 4.10 or 4.15 hereof;
     (iv) failure by the Company or any of its Restricted Subsidiaries to
     observe or perform any other covenant, representation, warranty or other
     agreement in the Indenture or the Notes for 60 days after notice to the
     Company by the Trustee or the Holders of at least 25% in aggregate
     principal amount of the Notes then outstanding voting as a single class;
     (v) default occurs under any mortgage, indenture or instrument under which
     there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Company or any of its Restricted
     Subsidiaries (or the payment of which is guaranteed by the Company or any
     of its Subsidiaries), whether such Indebtedness or guarantee now exists, or
     is created after the date of the Indenture, if that default: (A) is caused
     by a failure to pay principal of, or interest or premium, if any, on such
     Indebtedness at the Stated Maturity thereof prior to the expiration of the
     grace period provided in such Indebtedness on the date of such default (a
     "Payment Default") or (B) results in the acceleration of such Indebtedness
     prior to its express maturity, and, in each case, the principal amount of
     any such Indebtedness, together with the principal amount of any other such
     Indebtedness under which there has been a Payment Default or the maturity
     of which has been so accelerated, aggregates $25.0 million or more; (vi)
     failure by the Company or any of its Subsidiaries to pay final judgments
     aggregating in excess of $25.0 million, which judgments are not paid,
     discharged or stayed for a period of 60 days after such judgments have
     become final and non-appealable, and in the event such judgment is covered
     by insurance, an enforcement proceeding has been commenced by any creditor
     upon such judgment or decree that is not promptly stayed; (vii) certain
     events of bankruptcy or insolvency with respect to the Company, any of its
     Significant Subsidiaries, or any group of Subsidiaries that, taken as a
     whole, would constitute a Significant Subsidiary; and (viii) except as
     permitted by the Indenture, any Note Guarantee by a Significant Subsidiary
     or any group of Subsidiaries that, taken as a whole, would constitute a
     Significant Subsidiary, shall be held in any judicial proceeding to be
     unenforceable or invalid or shall cease for any reason to be in full force
     and effect or any Guarantor, or any Person acting on behalf of any
     Guarantor, shall deny or disaffirm its obligations under its Note
     Guarantee. If any Event of Default occurs and is continuing, the Trustee
     (upon the request of the Holders of at least 25% in principal amount of the
     then outstanding Notes) or the Holders of at least 25% in principal amount
     of the then outstanding Notes may declare all the Notes to be due and
     payable. Notwithstanding the foregoing, in the case of an Event of Default
     arising from certain events of bankruptcy or insolvency, all outstanding
     Notes will become due and payable

                                      A1-5



     immediately without further action or notice. Holders may not enforce the
     Indenture or the Notes except as provided in the Indenture. Subject to
     certain limitations, Holders of a majority in principal amount of the then
     outstanding Notes may direct the Trustee in its exercise of any trust or
     power. The Trustee may withhold from Holders of the Notes notice of any
     continuing Default or Event of Default (except a Default or Event of
     Default relating to the payment of principal, interest or Liquidated
     Damages) if it determines that withholding notice is in their interest. The
     Holders of a majority in aggregate principal amount of the Notes then
     outstanding by notice to the Trustee may on behalf of the Holders of all of
     the Notes waive any existing Default or Event of Default and its
     consequences under the Indenture except a continuing Default or Event of
     Default in the payment of interest or Liquidated Damages on, or the
     principal of, the Notes. The Company is required to deliver to the Trustee
     annually a statement regarding compliance with the Indenture, and the
     Company is required upon becoming aware of any Default or Event of Default,
     to deliver to the Trustee a statement specifying such Default or Event of
     Default.

          (13) Subordination. Payment of principal, interest and premium and
     Liquidated Damages, if any, on the Notes is subordinated to the prior
     payment of Senior Debt on the terms provided in the Indenture.

          (14) Trustee Dealings with Company. Except as otherwise provided in
     the Indenture, the Trustee, in its individual or any other capacity, may
     make loans to, accept deposits from, and perform services for the Company
     or its Affiliates, and may otherwise deal with the Company or its
     Affiliates, as if it were not the Trustee.

          (15) No Recourse Against Others. No director, officer, employee,
     incorporator or stockholder, of the Company or any of the Guarantors,
     solely by reason of their status as such, will have any liability for any
     obligations of the Company or such Guarantor under the Notes, the Note
     Guarantees or the Indenture or for any claim based on, in respect of, or by
     reason of, such obligations or their creation. Each Holder by accepting a
     Note waives and releases all such liability. The waiver and release are
     part of the consideration for the issuance of the Notes.

          (16) Authentication. This Note will not be valid until authenticated
     by the manual signature of the Trustee or an authenticating agent.

          (17) Abbreviations. Customary abbreviations may be used in the name of
     a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
     tenants by the entireties), JT TEN (= joint tenants with right of
     survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
     (= Uniform Gifts to Minors Act).

          (18) Additional Rights of Holders of Restricted Global Notes and
     Restricted Definitive Notes. In addition to the rights provided to Holders
     of Notes under the Indenture, Holders of Restricted Global Notes and
     Restricted Definitive Notes will have all the rights set forth in the A/B
     Exchange Registration Rights Agreement dated as of June 6, 2002, among the
     Company, the Guarantors and the other parties named on the signature pages
     thereof or, in the case of Additional Notes, Holders of Restricted Global
     Notes and Restricted Definitive Notes will have the rights set forth in one
     or more registration rights agreements, if any, among the Company, the
     Guarantors and the other parties thereto, relating to rights given by the
     Company and the Guarantors to the purchasers of any Additional Notes
     (collectively, the "Registration Rights Agreement").

          (19) CUSIP Numbers. Pursuant to a recommendation promulgated by the
     Committee on Uniform Security Identification Procedures, the Company has
     caused CUSIP numbers to be

                                      A1-6



     printed on the Notes and the Trustee may use CUSIP numbers in notices of
     redemption as a convenience to Holders. No representation is made as to the
     accuracy of such numbers either as printed on the Notes or as contained in
     any notice of redemption and reliance may be placed only on the other
     identification numbers placed thereon.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Roundy's, Inc.
23000 Roundy Drive
Pewaukee, Wisconsin 53072
Attention: Chief Financial Officer

                                      A1-7



                                 Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                               (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date:  _______________

                                          Your Signature: ______________________
                                                 (Sign exactly as your name
                                                 appears on the face of this
                                                 Note)

Signature Guarantee*:  _________________________

*   Participant in a recognized Signature Guarantee Medallion Program.

                                      A1-8



                       Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                    .Section 4.10           .Section 4.15

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:

                                        $_________________

Date:  _______________

                                             Your Signature: ___________________
                                                    (Sign exactly as your name
                                                    appears on the face of this
                                                    Note)

                                             Tax Identification No.: ___________

Signature Guarantee*:  _________________________

*   Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A1-9



             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

     The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:



                                                                  Principal Amount of
                                                                    this Global Note      Signature of
                       Amount of decrease   Amount of increase in   following such    authorized officer
                       in Principal Amount   Principal Amount of        decrease          of Trustee or
   Date of Exchange    of this Global Note    this Global Note       (or increase)         Custodian
   ----------------    -------------------    ----------------       -------------         ---------
                                                                          


* This schedule should be included only if the Note is issued in global form.

                                     A1-10



                                                                      EXHIBIT A2

                  [Face of Regulation S Temporary Global Note]
================================================================================

                                                           CUSIP/CINS __________

         8 7/8% [Series A] [Series B] Senior Subordinated Notes due 2012

No. ___                                                              $__________

                                 ROUNDY'S, INC.

promises to pay to CEDE & CO.
or registered assigns,
the principal sum of ___________________________________________________________
Dollars on _______________, 2012.
Interest Payment Dates:  ____________ and ____________
Record Dates:  ____________ and ____________
Dated:  June 6, 2002

                                            ROUNDY'S, INC.


                                            By: ________________________________
                                                Name:   Darren Karst
                                                Title: Chief Financial Officer







This is one of the Notes referred to
in the within-mentioned Indenture:

BNY MIDWEST TRUST COMPANY,
 as Trustee

By: ___________________________________________
               Authorized Signatory

================================================================================

                                      A2-1



                  [Back of Regulation S Temporary Global Note]
         8 7/8% [Series A] [Series B] Senior Subordinated Notes due 2012

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES (AS
DEFINED IN THE INDENTURE GOVERNING THIS NOTE), ARE AS SPECIFIED IN THE INDENTURE
(AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS
REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF
INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF ROUNDY'S, INC.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEFINITIVE NOTES (AS
DEFINED IN THE INDENTURE GOVERNING THIS NOTE), THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A
NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION.

EACH HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO (A) OFFER, SELL,
PLEDGE OR OTHERWISE TRANSFER THIS SECURITY ONLY (1) TO ROUNDY'S, INC., (2)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (3) TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION

                                      A2-2



MEETING THE REQUIREMENTS OF RULE 144A, (4) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (5) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR
(7) OF REGULATION D UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER,
EXECUTES AND DELIVERS TO ROUNDY'S, INC. AND THE TRUSTEE A LETTER CONTAINING
CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS SECURITY
(THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND AN OPINION OF
COUNSEL, IF ROUNDY'S, INC. OR THE TRUSTEE SO REQUESTS, OR (6) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
SECURITIES ACT (AND BASED ON AN OPINION OF COUNSEL IF ROUNDY'S, INC. OR THE
TRUSTEE SO REQUESTS), SUBJECT IN EACH OF THE FOREGOING CASES TO APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION, AND (B) THAT IT WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THIS SECURITY OF THE RESALE RESTRICTIONS SET
FORTH IN (A) ABOVE."

         Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

                 (1)    Interest. Roundy's, Inc., a Wisconsin corporation (the
         "Company"), promises to pay interest on the principal amount of this
         Note at 8 7/8% per annum from June 15, 2002 until maturity and shall
         pay the Liquidated Damages, if any, payable pursuant to Section 5 of
         the Registration Rights Agreement referred to below. The Company will
         pay interest and Liquidated Damages, if any, semi-annually in arrears
         on June 15 and December 15 of each year, or if any such day is not a
         Business Day, on the next succeeding Business Day (each, an "Interest
         Payment Date"). Interest on the Notes will accrue from the most recent
         date to which interest has been paid or, if no interest has been paid,
         from the date of issuance; provided that if there is no existing
         Default in the payment of interest, and if this Note is authenticated
         between a record date referred to on the face hereof and the next
         succeeding Interest Payment Date, interest shall accrue from such next
         succeeding Interest Payment Date; provided, further, that the first
         Interest Payment Date shall be December 15, 2002. The Company will pay
         interest (including post-petition interest in any proceeding under any
         Bankruptcy Law) on overdue principal and premium, if any, from time to
         time on demand at a rate that is 1% per annum in excess of the rate
         then in effect; it will pay interest (including post-petition interest
         in any proceeding under any Bankruptcy Law) on overdue installments of
         interest and Liquidated Damages, if any, (without regard to any
         applicable grace periods) from time to time on demand at the same rate
         to the extent lawful. Interest will be computed on the basis of a
         360-day year of twelve 30-day months.

         Until this Regulation S Temporary Global Note is exchanged for one or
more Regulation S Permanent Global Notes, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Note shall in all other respects be entitled
to the same benefits as other Notes under the Indenture.

                 (2)    Method of Payment. The Company will pay interest on the
Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons
who are registered Holders of Notes at the close of business on the June 1 or
December 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes will be payable as to principal, premium, interest and
Liquidated Damages, if

                                      A2-3



         any, at the office or agency of the Company maintained for such purpose
         within or without the City and State of New York, or, at the option of
         the Company, payment of interest and Liquidated Damages, if any, may be
         made by check mailed to the Holders at their addresses set forth in the
         register of Holders; provided that payment by wire transfer of
         immediately available funds will be required with respect to principal
         of and interest, premium and Liquidated Damages, if any, on, all Global
         Notes and all other Notes the Holders of which will have provided wire
         transfer instructions to the Company or the Paying Agent. Such payment
         will be in such coin or currency of the United States of America as at
         the time of payment is legal tender for payment of public and private
         debts.

                 (3)    Paying Agent and Registrar.  Initially, BNY Midwest
         Trust Company, the Trustee under the Indenture, will act as Paying
         Agent and Registrar. The Company may change any Paying Agent or
         Registrar without notice to any Holder. The Company or any of its
         Subsidiaries may act in any such capacity.

                 (4)    Indenture. The Company issued the Notes under an
         Indenture dated as of June 6, 2002 (the "Indenture") among the Company,
         the Guarantors and the Trustee. The terms of the Notes include those
         stated in the Indenture and those made part of the Indenture by
         reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
         ss.ss. 77aaa-77bbbb). The Notes are subject to all such terms, and
         Holders are referred to the Indenture and such Act for a statement of
         such terms. To the extent any provision of this Note conflicts with the
         express provisions of the Indenture, the provisions of the Indenture
         shall govern and be controlling. The Notes are unsecured obligations of
         the Company.

                 (5)    Optional Redemption.

                        (a)   Except as set forth in subparagraph (b) of this
         Paragraph 5, the Company will not have the option to redeem the Notes
         prior to June 15, 2007. Thereafter, the Company will have the option to
         redeem the Notes, in whole or in part, upon not less than 30 nor more
         than 60 days' notice, at the redemption prices (expressed as
         percentages of principal amount) set forth below plus accrued and
         unpaid interest and Liquidated Damages, if any, thereon to the
         applicable redemption date, if redeemed during the twelve-month period
         beginning on June 15 of the years indicated below:

         Year                                                 Percentage
         ----                                                 ----------
         2007...............................................   104.438%
         2008...............................................   102.958%
         2009...............................................   101.479%
         2010 and thereafter................................   100.000%

                        (b)   Notwithstanding the provisions of subparagraph (a)
         of this Paragraph 5, at any time prior to June 15, 2005, the Company
         may on any one or more occasions redeem up to 35% of the aggregate
         principal amount of Notes issued under the Indenture at a redemption
         price of 108.875% of the principal amount thereof, plus accrued and
         unpaid interest and Liquidated Damages, if any, to the redemption date,
         with the net cash proceeds of one or more Equity Offerings; provided
         that (1) at least 65% of the aggregate principal amount of Notes issued
         under the Indenture remains outstanding immediately after the
         occurrence of such redemption (excluding Notes held by the Company and
         its Subsidiaries) and (2) the redemption occurs within 90 days of the
         date of the closing of such Equity Offering.

                                      A2-4



                 (6)    Mandatory Redemption.

         The Company will not be required to make mandatory redemption payments
with respect to the Notes.

                 (7)    Repurchase at Option of Holder.

                        (a)   If there is a Change of Control, the Company will
         be required to make an offer (a "Change of Control Offer") to
         repurchase all or any part (equal to $1,000 or an integral multiple
         thereof) of each Holder's Notes at a purchase price equal to 101% of
         the aggregate principal amount thereof plus accrued and unpaid interest
         and Liquidated Damages, if any, on the Notes repurchased, if any, to
         the date of purchase (the "Change of Control Payment"). Within 30 days
         following any Change of Control, the Company will mail a notice to each
         Holder setting forth the procedures governing the Change of Control
         Offer as required by the Indenture.

                        (b)   If the Company or a Restricted Subsidiary
         consummates any Asset Sales, within 30 days of each date on which the
         aggregate amount of Excess Proceeds exceeds $20 million, the Company
         will commence an offer to all Holders of Notes and all holders of other
         Indebtedness that is pari passu with the Notes containing provisions
         similar to those set forth in the Indenture with respect to offers to
         purchase or redeem with the proceeds of sales of assets (an "Asset Sale
         Offer") pursuant to Section 3.09 of the Indenture to purchase the
         maximum principal amount of Notes and such other such pari passu
         Indebtedness that may be purchased out of the Excess Proceeds at an
         offer price in cash in an amount equal to 100% of the principal amount
         thereof plus accrued and unpaid interest and Liquidated Damages
         thereon, if any, to the date of purchase, in accordance with the
         procedures set forth in the Indenture. To the extent any Excess
         Proceeds remain after consumption of an Asset Sale Offer, the Company
         may use such Excess Proceeds for any purpose not otherwise prohibited
         by the Indenture. If the aggregate principal amount of Notes and other
         pari passu Indebtedness surrendered by holders thereof exceeds the
         amount of Excess Proceeds, the Trustee shall select the Notes and other
         pari passu Indebtedness to be purchased on a pro rata basis. Upon the
         completion of each Asset Sale Offer, the amount of Excess Proceeds will
         be reset at zero. Holders of Notes that are the subject of an offer to
         purchase will receive an Asset Sale Offer from the Company prior to any
         related purchase date and may elect to have such Notes purchased by
         completing the form entitled "Option of Holder to Elect Purchase" on
         the reverse of the Notes.

                        (8)   Notice of Redemption. Notice of redemption will be
         mailed at least 30 days but not more than 60 days before the redemption
         date to each Holder whose Notes are to be redeemed at its registered
         address, except that redemption notices may be mailed more than 60 days
         prior to a redemption date if the notice is issued in connection with a
         defeasance of the Notes or a satisfaction and discharge of the
         Indenture pursuant to Articles 8 or 12 of the Indenture. Notes in
         denominations larger than $1,000 may be redeemed in part but only in
         whole multiples of $1,000, unless all of the Notes held by a Holder are
         to be redeemed. On and after the redemption date interest ceases to
         accrue on Notes or portions thereof called for redemption.

                        (9)   Denominations, Transfer, Exchange. The Notes are
         in registered form without coupons in denominations of $1,000 and
         integral multiples of $1,000. The transfer of Notes may be registered
         and Notes may be exchanged as provided in the Indenture. The Registrar
         and the Trustee may require a Holder, among other things, to furnish
         appropriate endorsements and transfer documents and the Company may
         require a Holder to pay any taxes and fees required by law or permitted
         by the Indenture. The Company need not exchange or register the
         transfer of any Note or portion of a Note selected for redemption,
         except for the

                                      A2-5



     unredeemed portion of any Note being redeemed in part. Also, the Company
     need not exchange or register the transfer of any Notes for a period of 15
     days before a selection of Notes to be redeemed or during the period
     between a record date and the corresponding Interest Payment Date.

     This Regulation S Temporary Global Note is exchangeable in whole or in part
for one or more Global Notes only (i) on or after the termination of the 40-day
restricted period (as defined in Regulation S) and (ii) upon presentation of
certificates (accompanied by an Opinion of Counsel, if applicable) required by
Article 2 of the Indenture. Upon exchange of this Regulation S Temporary Global
Note for one or more Global Notes, the Trustee shall cancel this Regulation S
Temporary Global Note.

          (10)  Persons Deemed Owners. The registered Holder of a Note may be
     treated as its owner for all purposes.

          (11)  Amendment, Supplement and Waiver. Subject to certain exceptions,
     the Indenture, the Note Guarantees or the Notes may be amended or
     supplemented with the consent of the Holders of at least a majority in
     principal amount of the then outstanding Notes and Additional Notes, if
     any, voting as a single class, and any existing default or compliance with
     any provision of the Indenture, the Note Guarantees or the Notes may be
     waived with the consent of the Holders of a majority in principal amount of
     the then outstanding Notes and Additional Notes, if any, voting as a single
     class. Without the consent of any Holder of a Note, the Indenture, the Note
     Guarantees or the Notes may be amended or supplemented to cure any
     ambiguity, defect or inconsistency, to provide for uncertificated Notes in
     addition to or in place of certificated Notes, to provide for the
     assumption of the Company's or any Guarantor's obligations to Holders of
     the Notes in case of a merger or consolidation, to make any change that
     would provide any additional rights or benefits to the Holders of the Notes
     or that does not adversely affect the legal rights under the Indenture of
     any such Holder, to comply with the requirements of the SEC in order to
     effect or maintain the qualification of the Indenture under the Trust
     Indenture Act, to provide for the issuance of Additional Notes in
     accordance with the limitations set forth in the Indenture, or to allow any
     Guarantor to execute a supplemental indenture to the Indenture and/or a
     Note Guarantee with respect to the Notes.

          (12)  Defaults and Remedies. Events of Default include: (i) default
     for 30 days in the payment when due of interest on, or Liquidated Damages
     with respect to, the Notes whether or not prohibited by the subordination
     provisions of the Indenture; (ii) default in the payment when due (at
     maturity, upon redemption or otherwise) of the principal of, or premium, if
     any, on the Notes, whether or not prohibited by the subordination
     provisions of the Indenture; (iii) failure by the Company or any of its
     Subsidiaries to comply with the provisions of Sections 4.10 or 4.15 hereof;
     (iv) failure by the Company or any of its Restricted Subsidiaries to
     observe or perform any other covenant, representation, warranty or other
     agreement in the Indenture or the Notes for 60 days after notice to the
     Company by the Trustee or the Holders of at least 25% in aggregate
     principal amount of the Notes then outstanding voting as a single class;
     (v) default occurs under any mortgage, indenture or instrument under which
     there may be issued or by which there may be secured or evidenced any
     Indebtedness for money borrowed by the Company or any of its Restricted
     Subsidiaries (or the payment of which is guaranteed by the Company or any
     of its Subsidiaries), whether such Indebtedness or guarantee now exists, or
     is created after the date of the Indenture, if that default: (A) is caused
     by a failure to pay principal of, or interest or premium, if any, on such
     Indebtedness at the Stated Maturity thereof prior to the expiration of the
     grace period provided in such Indebtedness on the date of such default (a
     "Payment Default") or (B) results in the acceleration of such Indebtedness
     prior to its express maturity, and, in each case, the principal amount of
     any such Indebtedness, together with the principal amount of any other such

                                      A2-6



     Indebtedness under which there has been a Payment Default or the maturity
     of which has been so accelerated, aggregates $25.0 million or more; (vi)
     failure by the Company or any of its Subsidiaries to pay final judgments
     aggregating in excess of $25.0 million, which judgments are not paid,
     discharged or stayed for a period of 60 days after such judgments have
     become final and non-appealable, and in the event such judgment is covered
     by insurance, an enforcement proceeding has been commenced by any creditor
     upon such judgment or decree that is not promptly stayed; (vii) certain
     events of bankruptcy or insolvency with respect to the Company, any of its
     Significant Subsidiaries, or any group of Subsidiaries that, taken as a
     whole, would constitute a Significant Subsidiary; and (viii) except as
     permitted by the Indenture, any Note Guarantee by a Significant Subsidiary
     or any group of Subsidiaries that, taken as a whole, would constitute a
     Significant Subsidiary, shall be held in any judicial proceeding to be
     unenforceable or invalid or shall cease for any reason to be in full force
     and effect or any Guarantor, or any Person acting on behalf of any
     Guarantor, shall deny or disaffirm its obligations under its Note
     Guarantee. If any Event of Default occurs and is continuing, the Trustee
     (upon the request of the Holders of at least 25% in principal amount of the
     then Outstanding Notes) or the Holders of at least 25% in principal amount
     of the then outstanding Notes may declare all the Notes to be due and
     payable. Notwithstanding the foregoing, in the case of an Event of Default
     arising from certain events of bankruptcy or insolvency, all outstanding
     Notes will become due and payable immediately without further action or
     notice. Holders may not enforce the Indenture or the Notes except as
     provided in the Indenture. Subject to certain limitations, Holders of a
     majority in principal amount of the then outstanding Notes may direct the
     Trustee in its exercise of any trust or power. The Trustee may withhold
     from Holders of the Notes notice of any continuing Default or Event of
     Default (except a Default or Event of Default relating to the payment of
     principal, interest or Liquidated Damages) if it determines that
     withholding notice is in their interest. The Holders of a majority in
     aggregate principal amount of the Notes then outstanding by notice to the
     Trustee may on behalf of the Holders of all of the Notes waive any existing
     Default or Event of Default and its consequences under the Indenture except
     a continuing Default or Event of Default in the payment of interest or
     Liquidated Damages on, or the principal of, the Notes. The Company is
     required to deliver to the Trustee annually a statement regarding
     compliance with the Indenture, and the Company is required upon becoming
     aware of any Default or Event of Default, to deliver to the Trustee a
     statement specifying such Default or Event of Default.

          (13)  Subordination. Payment of principal, interest and premium and
     Liquidated Damages, if any, on the Notes is subordinated to the prior
     payment of Senior Debt on the terms provided in the Indenture.

          (14)  Trustee Dealings With Company. Except as otherwise provided in
     the Indenture, the Trustee, in its individual or any other capacity, may
     make loans to, accept deposits from, and perform services for the Company
     or its Affiliates, and may otherwise deal with the Company or its
     Affiliates, as if it were not the Trustee.

          (15)  No Recourse Against Others. No director, officer, employee,
     incorporator or stockholder, of the Company or any of the Guarantors,
     solely by reason of their status as such, will not have any liability for
     any obligations of the Company or such Guarantor under the Notes, the Note
     Guarantees or the Indenture or for any claim based on, in respect of, or by
     reason of, such obligations or their creation. Each Holder by accepting a
     Note waives and releases all such liability. The waiver and release are
     part of the consideration for the issuance of the Notes.

          (16)  Authentication. This Note will not be valid until authenticated
     by the manual signature of the Trustee or an authenticating agent.

                                      A2-7



          (17)  Abbreviations. Customary abbreviations may be used in the name
     of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
     (= tenants by the entireties), JT TEN (= joint tenants with right of
     survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A
     (= Uniform Gifts to Minors Act).

          (18)  Additional Rights of Holders of Restricted Global Notes and
     Restricted Definitive Notes. In addition to the rights provided to Holders
     of Notes under the Indenture, Holders of Restricted Global Notes and
     Restricted Definitive Notes will have all the rights set forth in the A/B
     Exchange Registration Rights Agreement dated as of June 6, 2002, among the
     Company, the Guarantors and the other parties named on the signature pages
     thereof or, in the case of Additional Notes, Holders of Restricted Global
     Notes and Restricted Definitive Notes will have the rights set forth in one
     or more registration rights agreements, if any among the Company, the
     Guarantors and the other parties thereto, relating to rights given by the
     Company and the Guarantors to the purchasers of any Additional Notes
     (collectively, the "Registration Rights Agreement").

          (19)  CUSIP Numbers. Pursuant to a recommendation promulgated by the
     Committee on Uniform Security Identification Procedures, the Company has
     caused CUSIP numbers to be printed on the Notes and the Trustee may use
     CUSIP numbers in notices of redemption as a convenience to Holders. No
     representation is made as to the accuracy of such numbers either as printed
     on the Notes or as contained in any notice of redemption and reliance may
     be placed only on the other identification numbers placed thereon.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Roundy's, Inc.
23000 Roundy Drive
Pewaukee, Wisconsin 53072
Attention: Chief Financial Officer

                                      A2-8



                                 Assignment Form

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date:_______________

                                     Your Signature:____________________________
                                              (Sign exactly as your name appears
                                               on the face of this Note)

Signature Guarantee*:_________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                      A2-9



                       Option of Holder to Elect Purchase

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                      [_] Section 4.10    [_]Section 4.15

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:

                                $_______________

Date:  _______________

                                    Your Signature:_____________________________
                                            (Sign exactly as your name appears
                                              on the face of this Note)

                                    Tax Identification No.:_____________________

Signature Guarantee*:  _________________________

*    Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                     A2-10



           SCHEDULE OF EXCHANGES OF REGULATION S TEMPORARY GLOBAL NOTE

     The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or of other Restricted Global Notes
for an interest in this Regulation S Temporary Global Note, have been made:



                                                                             Principal Amount of
                                                                               this Global Note        Signature of
                          Amount of decrease in    Amount of increase in        following such       authorized officer
                           Principal Amount of      Principal Amount of            decrease            of Trustee or
    Date of Exchange        this Global Note          this Global Note           (or increase)           Custodian
    ----------------        ----------------          ----------------           -------------           ---------
                                                                                         





                                     A2-11



                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Roundy's, Inc.
23000 Roundy Drive
Pewaukee, Wisconsin 53072

BNY Midwest Trust Company
101 Barclay Street, Floor 21 West
New York, NY 10286

     Re: 8 7/8% Senior Subordinated Notes due 2012

     Reference is hereby made to the Indenture, dated as of June 6, 2002 (the
"Indenture"), among Roundy's, Inc., as issuer (the "Company"), the Guarantors
named on the signature pages thereto and BNY Midwest Trust Company, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     ___________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

     1. [_] Check if Transferee will take delivery of a beneficial interest in
the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor
hereby further certifies that the beneficial interest or Definitive Note is
being transferred to a Person that the Transferor reasonably believed and
believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

     2. [_] Check if Transferee will take delivery of a beneficial interest in
Regulation S Temporary Global Note, the Regulation S Permanent Global Note or a
Definitive Note pursuant to Regulation S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a Person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a

                                      B-1



U.S. Person or for the account or benefit of a U.S. Person (other than an
Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Permanent Global Note,
the Regulation S Temporary Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

     3.  [_] Check and complete if Transferee will take delivery of a beneficial
interest in the IAI Global Note or a Definitive Note pursuant to any provision
of the Securities Act other than Rule 144A or Regulation S. The Transfer is
being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

            (a) [_] such Transfer is being effected pursuant to and in
      accordance with Rule 144 under the Securities Act;

                                       or

            (b) [_] such Transfer is being effected to the Company or a
      subsidiary thereof;

                                       or

            (c) [_] such Transfer is being effected pursuant to an effective
      registration statement under the Securities Act and in compliance with the
      prospectus delivery requirements of the Securities Act;

                                       or

            (d) [_] such Transfer is being effected to an Institutional
      Accredited Investor and pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 144A, Rule 144 or Rule
      904, and the Transferor hereby further certifies that it has not engaged
      in any general solicitation within the meaning of Regulation D under the
      Securities Act and the Transfer complies with the transfer restrictions
      applicable to beneficial interests in a Restricted Global Note or
      Restricted Definitive Notes and the requirements of the exemption claimed,
      which certification is supported by (1) a certificate executed by the
      Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of
      Counsel provided by the Transferor or the Transferee (a copy of which the
      Transferor has attached to this certification), to the effect that such
      Transfer is in compliance with the Securities Act. Upon consummation of
      the proposed transfer in accordance with the terms of the Indenture, the
      transferred beneficial interest or Definitive Note will be subject to the
      restrictions on transfer enumerated in the Private Placement Legend
      printed on the IAI Global Note and/or the Definitive Notes and in the
      Indenture and the Securities Act.

     4.  [_] Check if Transferee will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.

     (a) [_] Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of

                                      B-2



the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

     (b) [_] Check if Transfer is Pursuant to Regulation S. (i) The Transfer is
being effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

     (c) [_] Check if Transfer is Pursuant to Other Exemption. (i) The Transfer
is being effected pursuant to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                                 _______________________________
                                                   [Insert Name of Transferor]



                                                 By:____________________________
                                                   Name:
                                                   Title:

     Dated:  _______________________

                                      B-3



                       ANNEX A TO CERTIFICATE OF TRANSFER

      1.   The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

           (a)  [_]  a beneficial interest in the:

                     (i)    144A Global Note (CUSIP _____), or

                     (ii)   Regulation S Permanent Global Note (CUSIP _____), or

                     (iii)  Regulation S Temporary Global Note (CUSIP _____), or

                     (iv)   IAI Global Note (CUSIP _____); or

           (b)  [_]  a Restricted Definitive Note.

      2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

                (a)  [_]  a beneficial interest in the:

                     (i)    144A Global Note (CUSIP _____), or

                     (ii)   Regulation S Permanent Global Note (CUSIP _____), or

                     (iii)  Regulation S Temporary Global Note (CUSIP _____), or

                     (iv)   IAI Global Note (CUSIP _____); or

                     (v)    Unrestricted Global Note (CUSIP _____); or

                (b)  [_]  a Restricted Definitive Note; or

                (c)  [_]  an Unrestricted Definitive Note,

                in accordance with the terms of the Indenture.

                                      B-4



                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Roundy's, Inc.
23000 Roundy Drive
Pewaukee, Wisconsin 53072

BNY Midwest Trust Company
101 Barclay Street, Floor 21 West
New York, NY 10286

     Re: 8 7/8% Senior Subordinated Notes due 2012

                              (CUSIP ____________)

     Reference is hereby made to the Indenture, dated as of June 6, 2002 (the
"Indenture"), among Roundy's, Inc., as issuer (the "Company"), the Guarantors
named on the signature pages thereto and BNY Midwest Trust Company, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     __________________________, (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

     1.   Exchange of Restricted Definitive Notes or Beneficial Interests in a
Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests
in an Unrestricted Global Note

     (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

     (b) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

     (c) [_] Check if Exchange is from Restricted Definitive Note to beneficial
interest in an Unrestricted Global Note. In connection with the Owner's Exchange
of a Restricted Definitive Note for

                                      C-1



a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

     (d) [_] Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

     2.   Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

     (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

     (b) [_] Check if Exchange is from Restricted Definitive Note to beneficial
interest in a Restricted Global Note. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
[_] 144A Global Note, [_] Regulation S Global Note, [_] IAI Global Note with an
equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

                                       C-2



     This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                         _______________________________________
                                               [Insert Name of Transferor]


                                         By:____________________________________
                                          Name:
                                          Title:

Dated:  ______________________

                                      C-3



                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Roundy's, Inc.
23000 Roundy Drive
Pewaukee, Wisconsin 53072

BNY Midwest Trust Company
101 Barclay Street, Floor 21 West
New York, NY 10286

     Re: 8 7/8% Senior Subordinated Notes due 2012

     Reference is hereby made to the Indenture, dated as of June 6, 2002 (the
"Indenture"), among Roundy's, as issuer (the "Company"), the Guarantors named on
the signature pages thereto and BNY Midwest Trust Company, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

     In connection with our proposed purchase of $____________ aggregate
principal amount of:

     (a) [_] a beneficial interest in a Global Note, or

     (b) [_] a Definitive Note,

     we confirm that:

     1.   We understand that any subsequent transfer of the Notes or any
nterest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "Securities Act").

     2.   We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any Person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

     3.   We understand that, on any proposed resale of the Notes or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other

                                      C-4



information as you and the Company may reasonably require to confirm that the
proposed sale complies with the foregoing restrictions. We further understand
that the Notes purchased by us will bear a legend to the foregoing effect.

     4.   We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

     5.   We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

     You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                         _______________________________________
                                          [Insert Name of Accredited Investor]


                                         By:____________________________________
                                           Name:
                                           Title:

Dated: ________________

                                      C-5



                                                                       EHXIBIT E

                             FORM OF NOTE GUARANTEE

     For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of June 6, 2002 (the "Indenture") among
Roundy's, Inc., (the "Company"), the Guarantors listed on Schedule I thereto and
BNY Midwest Trust Company, as trustee (the "Trustee"), (a) the due and punctual
payment of the principal of, premium and Liquidated Damages, if any, and
interest on the Notes (as defined in the Indenture), whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal of and interest on the Notes, if any, if lawful, and the
due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Guarantors
to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and
the Indenture are expressly set forth in Article 11 of the Indenture and
reference is hereby made to the Indenture for the precise terms of the Note
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes and directs the Trustee, on behalf
of such Holder, to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee attorney-in-fact of such Holder for such purpose; provided, however,
that the Indebtedness evidenced by this Note Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.

                                        CARDINAL FOODS, INC.
                                        HOLT PUBLIC STORAGE, INC.
                                        INSURANCE PLANNERS, INC.
                                        I.T.A., INC.
                                        JONDEX CORP.
                                        KEE TRANS, INC.
                                        MEGA MARTS, INC.
                                        MIDLAND GROCERY OF MICHIGAN, INC.
                                        PICK `N SAVE WAREHOUSE FOODS, INC.
                                        ROPAK, INC.
                                        RINDT ENTERPRISES, INC.
                                        SCOT LAD FOODS, INC.
                                        SCOT LAD-LIMA, INC.
                                        SHOP-RITE, INC.
                                        SPRING LAKE MERCHANDISE, INC.
                                        THE COPPS CORPORATION
                                        THE MIDLAND GROCERY COMPANY
                                        ULTRA MART FOODS, INC.


                                   By:__________________________________________
                                   Name: Edward G. Kitz
                                   Title: Secretary

                       [Signatures Continued on Next Page]

                                      E-1



                                                                       EXHIBIT E

                               VILLAGE MARKET, LLC

                               By:___________________________________
                                  Name: Edward G. Kitz, signing on behalf of
                                        Shop-Rite, Inc., in its capacity as
                                        managing member of Village Market, LLC
                                  Title: Secretary of Shop-Rite, Inc.

                                      E-2



                                                                       EXHIBIT F

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

     Supplemental Indenture (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Roundy's, Inc. (or its permitted successor), a
___________ corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) and ____________________, as
trustee under the indenture referred to below (the "Trustee").

                               W I T N E S S E T H

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of June 6, 2002 providing for the
issuance of an unlimited aggregate principal amount of 8 7/8% Senior
Subordinated Notes due 2012 (the "Notes");

     WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

     NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

     1.   Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

     2.   Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as
follows:

               (a)  Along with all Guarantors named in the Indenture, to jointly
          and severally Guarantee to each Holder of a Note authenticated and
          delivered by the Trustee and to the Trustee and its successors and
          assigns, the Notes or the obligations of the Company hereunder or
          thereunder, that:

               (i)  the principal of, and premium and Liquidated Damages, if
          any, and interest on the Notes will be promptly paid in full when due,
          whether at maturity, by acceleration, redemption or otherwise, and
          interest on the overdue principal of and interest on the Notes, if
          any, if lawful, and all other obligations of the Company to the
          Holders or the Trustee hereunder or thereunder will be promptly paid
          in full or performed, all in accordance with the terms hereof and
          thereof; and

               (ii) in case of any extension of time of payment or renewal of
          any Notes or any of such other obligations, that same will be promptly
          paid in full when due or performed in accordance with the terms of the
          extension or renewal, whether at stated maturity, by acceleration or
          otherwise. Failing payment when due of any amount so

                                      F-1



          guaranteed or any performance so guaranteed for whatever reason, the
          Guarantors shall be jointly and severally obligated to pay the same
          immediately.

               (b)  The obligations hereunder shall be unconditional,
          irrespective of the validity, regularity or enforceability of the
          Notes or the Indenture, the absence of any action to enforce the same,
          any waiver or consent by any Holder of the Notes with respect to any
          provisions hereof or thereof, the recovery of any judgment against the
          Company, any action to enforce the same or any other circumstance
          which might otherwise constitute a legal or equitable discharge or
          defense of a Guarantor.

               (c)  The following is hereby waived: diligence, presentment,
          demand of payment, filing of claims with a court in the event of
          insolvency or bankruptcy of the Company, any right to require a
          proceeding first against the Company, protest, notice and all demands
          whatsoever.

               (d)  This Note Guarantee shall not be discharged except by
          complete performance of the obligations contained in the Notes and the
          Indenture, and the Guaranteeing Subsidiary accepts all obligations of
          a Guarantor under the Indenture.

               (e)  If any Holder or the Trustee is required by any court or
          otherwise to return to the Company, the Guarantors, or any custodian,
          trustee, liquidator or other similar official acting in relation to
          either the Company or the Guarantors, any amount paid by either to the
          Trustee or such Holder, this Note Guarantee, to the extent theretofore
          discharged, shall be reinstated in full force and effect.

               (f)  The Guaranteeing Subsidiary shall not be entitled to any
          right of subrogation in relation to the Holders in respect of any
          obligations guaranteed hereby until payment in full of all obligations
          guaranteed hereby.

               (g)  As between the Guarantors, on the one hand, and the Holders
          and the Trustee, on the other hand, (x) the maturity of the
          obligations guaranteed hereby may be accelerated as provided in
          Article 6 of the Indenture for the purposes of this Note Guarantee,
          notwithstanding any stay, injunction or other prohibition preventing
          such acceleration in respect of the obligations guaranteed hereby, and
          (y) in the event of any declaration of acceleration of such
          obligations as provided in Article 6 of the Indenture, such
          obligations (whether or not due and payable) shall forthwith become
          due and payable by the Guarantors for the purpose of this Note
          Guarantee.

               (h)  The Guarantors shall have the right to seek contribution
          from any non-paying Guarantor so long as the exercise of such right
          does not impair the rights of the Holders under the Note Guarantee.

               (i)  Pursuant to Section 10.02 of the Indenture, after giving
          effect to any maximum amount and all other contingent and fixed
          liabilities that are relevant under any applicable Bankruptcy or
          fraudulent conveyance laws, and after giving effect to any collections
          from, rights to receive contribution from or payments made by or on
          behalf of any other Guarantor in respect of the obligations of such
          other Guarantor under Article 10 of the Indenture, this new Note
          Guarantee shall be limited to the maximum amount permissible such that
          the obligations of such Guarantor under this Note Guarantee will not
          constitute a fraudulent transfer or conveyance.

                                      F-2



               (j)  To the extent not already covered in clauses (a) through (i)
          and in no way limiting the meaning and effect of such clauses, to
          provide as unconditional Guarantee on the terms and subject to the
          conditions set forth in the Note Guarantee and in the Indenture.

     3.   Execution and Delivery. Each Guaranteeing Subsidiary agrees that the
Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

     4.   Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.

               (a)  The Guaranteeing Subsidiary may not sell or otherwise
          dispose of all, or substantially all, of its assets to, or consolidate
          with or merge with or into (whether or not such Guarantor is the
          surviving Person) another Person, other than the Company or another
          Guarantor unless:

               (i)  immediately after giving effect to such transaction, no
          Default or Event of Default exists; and

               (ii) either (A) subject to Sections 11.04 and 11.05 of the
          Indenture, the Person acquiring the property in any such sale or
          disposition or the Person formed by or surviving any such
          consolidation or merger unconditionally assumes all the obligations of
          that Guarantor, pursuant to a supplemental indenture in form and
          substance reasonably satisfactory to the Trustee, under the Notes, the
          Indenture and the Note Guarantee on the terms set forth herein or
          therein; or (B) the Net Proceeds of such sale or other disposition are
          applied in accordance with the applicable provisions of the Indenture,
          including without limitation, Section 4.10 thereof.

               (b)  In case of any such consolidation, merger, sale or
          conveyance and upon the assumption by the successor Person, by
          supplemental indenture, executed and delivered to the Trustee and
          satisfactory in form to the Trustee, of the Note Guarantee endorsed
          upon the Notes and the due and punctual performance of all of the
          covenants and conditions of the Indenture to be performed by the
          Guarantor, such successor Person shall succeed to and be substituted
          for the Guarantor with the same effect as if it had been named herein
          as a Guarantor. Such successor Person thereupon may cause to be signed
          any or all of the Note Guarantees to be endorsed upon all of the Notes
          issuable under the Indenture which theretofore shall not have been
          signed by the Company and delivered to the Trustee. All the Note
          Guarantees so issued shall in all respects have the same legal rank
          and benefit under the Indenture as the Note Guarantees theretofore and
          thereafter issued in accordance with the terms of the Indenture as
          though all of such Note Guarantees had been issued at the date of the
          execution hereof.

               (c)  Except as set forth in Articles 4 and 5 and Section 11.05 of
          Article 11 of the Indenture, and notwithstanding clauses (a) and (b)
          above, nothing contained in the Indenture or in any of the Notes shall
          prevent any consolidation or merger of a Guarantor with or into the
          Company or another Guarantor, or shall prevent any sale or conveyance
          of the property of a Guarantor as an entirety or substantially as an
          entirety to the Company or another Guarantor.

                                      F-3



     5.   Releases.

               (a)  In the event of any sale or other disposition of all, or
          substantially all, of the assets of any Guarantor, by way of merger,
          consolidation or otherwise, or a sale or other disposition of all of
          the capital stock of any Guarantor, in each case to a Person that is
          not (either before or after giving effect to such transaction) a
          Restricted Subsidiary of the Company, then such Guarantor (in the
          event of a sale or other disposition, by way of merger, consolidation
          or otherwise, of all of the capital stock of such Guarantor) or the
          corporation acquiring the property (in the event of a sale or other
          disposition of all or substantially all of the assets of such
          Guarantor) will be released and relieved of any obligations under its
          Note Guarantee; provided that the Net Proceeds of such sale or other
          disposition are applied in accordance with the applicable provisions
          of the Indenture, including without limitation Section 4.10 of the
          Indenture. Upon delivery by the Company to the Trustee of an Officers'
          Certificate and an Opinion of Counsel to the effect that such sale or
          other disposition was made by the Company in accordance with the
          provisions of the Indenture, including without limitation Section 4.10
          of the Indenture, the Trustee shall execute any documents reasonably
          required in order to evidence the release of any Guarantor from its
          obligations under its Note Guarantee.

               (b)  Any Guarantor not released from its obligations under its
          Note Guarantee shall remain liable for the full amount of principal of
          and interest on the Notes and for the other obligations of any
          Guarantor under the Indenture as provided in Article 11 of the
          Indenture.

     6.   No Recourse Against Others. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, solely by reason of their status as such, shall have any liability
for any obligations of the Company or any Guaranteeing Subsidiary under the
Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of the Notes by accepting a Note waives and releases all
such liability. The waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.

     7.   NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

     8.   Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

     9.   Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction hereof.

     10.  The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

                                      F-4



     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

     Dated: ___________, 20___

                                     [Guaranteeing Subsidiary]

                                     By: _______________________________
                                     Name:
                                     Title:

                                     [Company]

                                     By: _______________________________
                                     Name:
                                     Title:

                                     [Existing Guarantors]

                                     By: _______________________________
                                     Name:
                                     Title:

                                     [Trustee],
                                       as Trustee

                                     By: _______________________________
                                          Authorized Signatory

                                      F-5

EX-5.1

                                                                     Exhibit 5.1

                   [KIRKLAND & ELLIS LETTERHEAD APPEARS HERE]

                             200 East Randolph Drive
                             Chicago, Illinois 60601

        Gerald T. Nowak
    To Call Writer Directly:     (312) 861-2000                     Facsimile:
         (312) 861-2075                                           (312) 861-2200
gerald_nowak@chicago.kirkland.com


                                 August 2, 2002

Roundy's, Inc.
and each of the Guarantors
of the Exchange Notes
23000 Roundy Drive
Pewaukee, WI 53072

     Re: REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen

     We are issuing this opinion letter in our capacity as special legal counsel
to Roundy's, Inc., a Wisconsin corporation (the "Issuer"), and each of the other
guarantors listed on Schedule A hereto (such guarantors are hereinafter referred
to as the "Guarantors" and the Guarantors, together with the Issuer, are
hereinafter referred to as the "Registrants"), in connection with the proposed
registration by the Issuer of $225,000,000 in aggregate principal amount of the
Issuer's 8 7/8% Senior Notes due 2012, Series B (the "Exchange Notes") pursuant
to a Registration Statement on Form S-4 originally filed with the Securities and
Exchange Commission (the "Commission") on August 2, 2002, under the Securities
Act of 1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
obligations of the Issuer under the Exchange Notes will be guaranteed by the
Guarantors (the "Guarantees"). The Exchange Notes and the Guarantees are to be
issued pursuant to indentures (as amended and supplemented from time to time,
collectively the "Indenture"), dated as of June 6, 2002, between the Issuer, the
Guarantors and BNY Midwest Trust Company, as trustee. The Exchange Notes and the
Guarantees are to be issued in exchange for and in replacement of the Issuer's
Senior Notes due 2012 (the "Old Notes"), of which $225,000,000 in aggregate
principal amount is outstanding.

     In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Articles of Incorporation and By-Laws of the
Registrants, (ii) minutes and records of the corporate proceedings of the



Roundy's, Inc.
and each of the Guarantors
August 2, 2002
Page 2

Registrants with respect to the issuance of the Exchange Notes and the
Guarantees, (iii) the Indenture, and (iv) the Registration Statement.

     For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrants and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrants.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Registrants and
others.

     Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) public policy considerations which may limit the rights of parties to
obtain certain remedies.

     Based upon and subject to the assumptions, qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that when (i) the Registration Statement becomes effective, (ii) the Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended, and
(iii) the Exchange Notes have been duly executed and authenticated in accordance
with the provisions of the Indenture and duly delivered to the holders thereof
in exchange for the Old Notes, the Exchange Notes and the Guarantees will be
validly issued and binding obligations of the Issuer and Guarantors,
respectively.

     We hereby consent to the filing of this opinion with the commission as
Exhibit 5.1 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.

     Our advice on every legal issue addressed in this letter is based
exclusively on the internal law of the State of New York, the General
Corporation Law of the State of Delaware and the Delaware case law decided
thereunder or the federal law of the United States.

     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or



Roundy's, Inc.
and each of the Guarantors
August 2, 2002
Page 3

supplement this opinion should the present laws of the States of New York or
Delaware or the federal law of the United States be changed by legislative
action, judicial decision or otherwise.

     This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.


                                   /s/ Kirkland & Ellis

                                       KIRKLAND & ELLIS




Roundy's, Inc.
and each of the Guarantors
August 2, 2002
Page 4


                                    SHEDULE A

Cardinal Foods, Inc.

Holt Public Storage, Inc.

Insurance Planners, Inc.

I.T.A., Inc.

Jondex Corp.

Kee Trans, Inc.

Mega Marts, Inc.

Midland Grocery of Michigan, Inc.

Pick `n Save Warehouse Foods, Inc.

Ropak, Inc.

Rindt Enterprises, Inc.

Scot Lad Foods, Inc.

Scot Lad-Lima, Inc.

Shop-Rite, Inc.

Spring Lake Merchandise, Inc.

The Copps Corporation

The Midland Grocery Company

Ultra Mart Foods, Inc.

Village Market, LLC

EX-10.1

                                                                    Exhibit 10.1

                                                                  EXECUTION COPY



                                  A/B EXCHANGE
                          REGISTRATION RIGHTS AGREEMENT


                            Dated as of June 6, 2002
                                  by and among

                                 Roundy's, Inc.
                                    as Issuer

                   The Guarantors listed on Schedule A hereto

                                       and

                            Bear, Stearns & Co. Inc.,
                            CIBC World Markets Corp.
                              as Initial Purchasers

- --------------------------------------------------------------------------------



     This Registration Rights Agreement (this "Agreement") is made and entered
into as of June 6, 2002 by and among Roundy's, Inc., a Wisconsin corporation
(the "Company" and the "Issuer"), the Company's domestic subsidiaries listed on
Schedule A (the "Guarantors"), and Bear, Stearns & Co. Inc. and CIBC World
Markets Corp. (each an "Initial Purchaser" and, collectively, the "Initial
Purchasers"), each of whom has agreed to purchase the Company's 8 7/8% Series A
Senior Subordinated Notes due 2012 (the "Series A Notes") pursuant to the
Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated May 23,
2002, (the "Purchase Agreement"), by and among the Company, the Guarantors,
Roundy's Acquisition Corp. and the Initial Purchasers. In order to induce the
Initial Purchasers to purchase the Series A Notes, the Company has agreed to
provide the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the obligations of the Initial
Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms
used herein and not otherwise defined shall have the meaning assigned to them in
the Indenture, dated June 6, 2002, between the Company, the Guarantors and BNY
Midwest Trust Company, as Trustee, relating to the Series A Notes and the Series
B Notes (the "Indenture").

     The parties hereby agree as follows:

SECTION 1.      DEFINITIONS

     As used in this Agreement, the following capitalized terms shall have the
following meanings:

     Act: The Securities Act of 1933, as amended.

     Affiliate: As defined in Rule 144 of the Act.

     Broker-Dealer: Any broker or dealer registered under the Exchange Act.

     Certificated Securities: Definitive Notes, as defined in the Indenture.

     Closing Date: The date hereof.

     Commission: The Securities and Exchange Commission.

     Consummate: An Exchange Offer shall be deemed "Consummated" for purposes of
this Agreement upon the occurrence of (a) the filing and effectiveness under the
Act of the Exchange Offer Registration Statement relating to the Series B Notes
to be issued in the Exchange Offer, (b) the maintenance of such Exchange Offer
Registration Statement continuously effective and the keeping of the Exchange
Offer open for a period not less than the period required pursuant to Section
3(b) hereof and (c) the delivery by the Company to the Registrar under the
Indenture of Series B Notes in the same aggregate principal amount as the
aggregate principal amount of Series A Notes tendered by Holders thereof
pursuant to the Exchange Offer.

     Exchange Act: The Securities Exchange Act of 1934, as amended.



     Exchange Consummation Deadline: As defined in Section 3(b) hereof.

     Exchange Effectiveness Deadline: As defined in Section 3(a) hereof.

     Exchange Filing Deadline: As defined in Sections 3(a) hereof.

     Exchange Offer: The exchange and issuance by the Company of a principal
amount of Series B Notes (which shall be registered pursuant to the Exchange
Offer Registration Statement) equal to the outstanding principal amount of
Series A Notes that are tendered by such Holders in connection with such
exchange and issuance.

     Exchange Offer Registration Statement: The Registration Statement relating
to the Exchange Offer, including the related Prospectus.

     Exempt Resales: The transactions in which the Initial Purchasers propose to
sell the Series A Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act, to certain "accredited investors,"
as such term is defined in Rule 501(a)(1), (2), (3) and (7) of Regulation D
under the Act and pursuant to Regulation S under the Act.

     Holders: As defined in Section 2 hereof.

     Person: Means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

     Prospectus: The prospectus included in a Registration Statement at the time
such Registration Statement is declared effective, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such
Prospectus.

     Recommencement Date: As defined in Section 6(d) hereof.

     Registration Default: As defined in Section 5 hereof.

     Registration Statement: Any registration statement of the Company and the
Guarantors relating to (a) an offering of Series B Notes pursuant to an Exchange
Offer or (b) the registration for resale of Transfer Restricted Securities
pursuant to the Shelf Registration Statement, in each case, (i) that is filed
pursuant to the provisions of this Agreement and (ii) including the Prospectus
included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

     Regulation S: Regulation S promulgated under the Act.

     Rule 144: Rule 144 promulgated under the Act.

     Series B Notes: The Company's 8 7/8% Series B Senior Subordinated Notes due
2012 to be issued pursuant to the Indenture: (i) in the Exchange Offer or (ii)
as contemplated by Section 4 hereof.

                                       2



     Shelf Effectiveness Deadline: As defined in Section 4(a) hereof.

     Shelf Filing Deadline: As defined in Sections 4(a) hereof.

     Shelf Registration Statement: As defined in Section 4 hereof.

     Suspension Notice: As defined in Section 6(d) hereof.

     TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb) as in
effect on the date of the Indenture.

     Transfer Restricted Securities: Each (A) Series A Note, until the earliest
to occur of (i) the date on which such Series A Note has been exchanged by a
Person other than a Broker-Dealer for a Series B Note in the Exchange Offer;
(ii) following the exchange by a Broker-Dealer in the Exchange Offer of a Series
A Note for a Series B Note, the date on which such Exchange Note is sold to a
purchaser who receives from such Broker-Dealer on or prior to the date of such
sale a copy of the Prospectus; (iii) the date on which such Series A Note has
been effectively registered under the Act and disposed of in accordance with the
Shelf Registration Statement (and the purchasers thereof have been issued Series
B Notes) or (iv) the date on which such Series A Note is distributed to the
public pursuant to Rule 144 under the Act.

SECTION 2.      HOLDERS

     A Person is deemed to be a holder of Transfer Restricted Securities (each,
a "Holder") whenever such Person owns Transfer Restricted Securities.

SECTION 3.      REGISTERED EXCHANGE OFFER

     (a)    Unless the Exchange Offer shall not be permitted by applicable
federal law or Commission policy (after the procedures set forth in Section
6(a)(i) hereof have been complied with), the Company and the Guarantors shall
(i) cause the Exchange Offer Registration Statement to be filed with the
Commission as soon as practicable after the Closing Date, but in no event later
than 90 days after the Closing Date (such 90th day being the "Exchange Filing
Deadline"), (ii) use its reasonable best efforts to cause such Exchange Offer
Registration Statement to be declared effective by the Commission on or prior to
180 days after the Closing Date (such 180th day being the "Exchange
Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Series B Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer, and (iv) upon the effectiveness of such
Exchange Offer Registration Statement, commence and, within the time period set
forth in Section 3(b) hereof, Consummate the Exchange Offer. The Exchange Offer
shall be on the appropriate form permitting (i) registration of the Series B
Notes to be offered in exchange for the Series A Notes that are Transfer
Restricted Securities and (ii) resales of Series B Notes by Broker-Dealers that
tendered into the Exchange Offer Series A Notes that such Broker-Dealer acquired
for its own account as a result of market making activities or other trading
activities

                                       3



(other than Series A Notes acquired directly from the Company or any of its
Affiliates) as contemplated by Section 3(c) hereof.

     (b)    The Company and the Guarantors shall use their respective reasonable
best efforts to cause the Exchange Offer Registration Statement to be effective
continuously, and shall keep the Exchange Offer open for a period of not less
than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall
such period be less than 20 Business Days. The Company and the Guarantors shall
cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Series B Notes shall be included
in the Exchange Offer Registration Statement. The Company and the Guarantors
shall use their respective reasonable best efforts to cause the Exchange Offer
to be Consummated within 30 days after the date on which the Exchange Offer
Registration Statement was declared effective by the Commission (such 30/th/ day
being the "Exchange Consummation Deadline").

     (c)    The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any Affiliate of the Company), may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement. See the Shearman & Sterling no-action letter (available
July 2, 1993).

     Because such Broker-Dealer may be deemed to be an "underwriter" within the
meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Series B
Notes received by such Broker-Dealer in the Exchange Offer, the Company and
Guarantors shall permit the use of the Prospectus contained in the Exchange
Offer Registration Statement by such Broker-Dealer to satisfy such prospectus
delivery requirement. To the extent necessary to ensure that the prospectus
contained in the Exchange Offer Registration Statement is available for sales of
Series B Notes by Broker-Dealers, the Company and the Guarantors agree to use
their respective best efforts to keep the Exchange Offer Registration Statement
continuously effective, supplemented, amended and current as required by and
subject to the provisions of Section 6(a) and Section 6(c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of one year from the Exchange Consummation Deadline or such shorter
period as will terminate when all Transfer Restricted Securities covered by such
Registration Statement have been sold pursuant thereto. The Company and the
Guarantors shall provide sufficient copies of the latest version of such
Prospectus to such Broker-Dealers, promptly upon request at any time during such
period.

                                       4



SECTION 4.      SHELF REGISTRATION

     (a)    Shelf Registration. If (i) the Company and the Guarantors are not
(A) required to file the Exchange Offer Registration Statement or (B) permitted
to Consummate the Exchange Offer because the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company and the Guarantors have
complied with the procedures set forth in Section 6(a)(i) hereof) or (ii) if any
Holder of Transfer Restricted Securities shall notify the Company prior to the
20th Business Days following the Consummation of the Exchange Offer that (A)
such Holder was prohibited by law or Commission policy from participating in the
Exchange Offer or (B) such Holder may not resell the Series B Notes acquired by
it in the Exchange Offer to the public without delivering a prospectus and the
Prospectus contained in the Exchange Offer Registration Statement is not
appropriate or available for such resales by such Holder or (C) such Holder is a
Broker-Dealer and holds Series A Notes acquired directly from the Company or any
of its Affiliates, then the Company and the Guarantors shall:

 (x) use their reasonable best efforts to cause to be filed, on or prior to
90 days after the earlier of (i) the date on which the Company determines that
the Exchange Offer Registration Statement cannot be filed as a result of clause
(a)(i) of this Section 4 and (ii) the date on which the Company receives the
notice specified in clause (a)(ii) of this Section 4, (such 90th day after the
earlier date, the "Shelf Filing Deadline"), a shelf registration statement
pursuant to Rule 415 under the Act, which may be an amendment to the Exchange
Offer Registration Statement (the "Shelf Registration Statement"), relating to
all Transfer Restricted Securities, and

 (y) use their respective reasonable best efforts to cause such Shelf
Registration Statement to become effective on or prior to 180 days after the
Shelf Filing Deadline (such 180th day the "Shelf Effectiveness Deadline").

     If, after the Company has filed an Exchange Offer Registration Statement
that satisfies the requirements of Section 3(a) hereof, the Company is required
to file and make effective a Shelf Registration Statement solely because the
Exchange Offer is not permitted under applicable federal law (i.e., clause
(a)(i) of this Section 4), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) of this
Section 4; provided that, in such event, the Company shall remain obligated to
meet the Shelf Effectiveness Deadline set forth in clause (y) of this Section 4.

     To the extent necessary to ensure that the Shelf Registration Statement is
available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Company and
the Guarantors shall use their respective best efforts to keep any Shelf
Registration Statement required by this Section 4(a) continuously effective,
supplemented, amended and current as required by and subject to the provisions
of Section 6(b) and Section (c) hereof and in conformity with the requirements
of this Agreement, the Act and the policies, rules and regulations of the
Commission as announced from time to time, for a period of at least two years
(as extended pursuant to Section 6(c)(i) hereof) following the Closing Date, or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Shelf Registration Statement have been sold pursuant thereto.

                                       5



     (b)    Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or Item 508 of Regulation S-K, as applicable,
of the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to liquidated damages pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to promptly furnish additional
information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.

SECTION 5.      LIQUIDATED DAMAGES

     If (i) any Registration Statement required by this Agreement is not filed
with the Commission on or prior to the Exchange Filing Deadline or the Shelf
Filing Deadline, as applicable, (ii) any such Registration Statement has not
been declared effective by the Commission on or prior to the Exchange
Effectiveness Deadline or the Shelf Effectiveness Deadline, as applicable, (iii)
the Exchange Offer has not been Consummated on or prior to the Exchange
Consummation Deadline or (iv) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose without being succeeded
immediately by a post-effective amendment to such Registration Statement that
cures such failure and that is itself declared effective immediately (each such
event referred to in clauses (i) through (iv) above, a "Registration Default"),
then the Company and the Guarantors hereby jointly and severally agree to pay to
each Holder of Transfer Restricted Securities affected thereby liquidated
damages in an amount equal to $.05 per week per $1,000 in principal amount of
Transfer Restricted Securities held by such Holder for each week or portion
thereof that the Registration Default continues for the first 90-day period
immediately following the occurrence of such Registration Default. The amount of
the liquidated damages shall increase by an additional $.05 per week per $1,000
in principal amount of Transfer Restricted Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of liquidated damages of $.50 per week per $1,000 in principal
amount of Transfer Restricted Securities; provided that the Company and the
Guarantors shall in no event be required to pay liquidated damages for more than
one Registration Default at any given time. Notwithstanding anything to the
contrary set forth herein, (1) upon filing of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (i) above, (2) upon the effectiveness of the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement), in the case
of (ii) above, (3) upon Consummation of the Exchange Offer, in the case of (iii)
above, or (4) upon the filing of a post-effective amendment to the Registration
Statement or an additional Registration Statement that causes the Exchange Offer
Registration Statement (and/or, if applicable, the Shelf Registration Statement)
to again be declared effective or made usable in the case of (iv) above, the
liquidated damages payable with respect to the Transfer Restricted Securities as
a result of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

                                       6



     All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which liquidated damages
are due cease to be Transfer Restricted Securities, all obligations of the
Company and the Guarantors to pay liquidated damages with respect to securities
shall survive until such time as such obligations with respect to such
securities shall have been satisfied in full.

SECTION 6.      REGISTRATION PROCEDURES

     (a)    Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors shall (x) comply with all
applicable provisions of Section 6(c) hereof, (y) use their respective best
efforts to effect such exchange and to permit the resale of Series B Notes by
Broker-Dealers that tendered in the Exchange Offer Series A Notes that such
Broker-Dealer acquired for its own account as a result of its market making
activities or other trading activities (other than Series A Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

            (i)   If, following the date hereof there has been announced a
     change in Commission policy with respect to exchange offers such as the
     Exchange Offer, that in the reasonable opinion of counsel to the Company
     raises a substantial question as to whether the Exchange Offer is permitted
     by applicable federal law, the Company and the Guarantors hereby agree to
     seek a no-action letter or other favorable decision from the Commission
     allowing the Company and the Guarantors to Consummate an Exchange Offer for
     such Transfer Restricted Securities. The Company and the Guarantors hereby
     agree to pursue the issuance of such a decision to the Commission staff
     level. In connection with the foregoing, the Company and the Guarantors
     hereby agree to take all such other actions as may be requested by the
     Commission or otherwise required in connection with the issuance of such
     decision, including without limitation (A) participating in telephonic
     conferences with the Commission, (B) delivering to the Commission staff an
     analysis prepared by counsel to the Company setting forth the legal bases,
     if any, upon which such counsel has concluded that such an Exchange Offer
     should be permitted and (C) diligently pursuing a resolution (which need
     not be favorable) by the Commission staff.

            (ii)  As a condition to its participation in the Exchange Offer,
     each Holder of Transfer Restricted Securities (including, without
     limitation, any Holder who is a Broker Dealer) shall furnish, upon the
     request of the Company, prior to the Consummation of the Exchange Offer, a
     written representation to the Company and the Guarantors (which may be
     contained in the letter of transmittal contemplated by the Exchange Offer
     Registration Statement) to the effect that (A) it is not an Affiliate of
     the Company, (B) it is not engaged in, and does not intend to engage in,
     and has no arrangement or understanding with any person to participate in,
     a distribution of the Series B Notes to be issued in the Exchange Offer and
     (C) it is acquiring the Series B Notes in its ordinary course of business.
     As a condition to its participation in the Exchange Offer each Holder using
     the Exchange Offer to participate in a distribution of the Series B Notes
     shall acknowledge

                                       7



     and agree that, if the resales are of Series B Notes obtained by such
     Holder in exchange for Series A Notes acquired directly from the Company or
     an Affiliate thereof, it (1) could not, under Commission policy as in
     effect on the date of this Agreement, rely on the position of the
     Commission enunciated in Exxon Capital Holdings Corporation (available May
     13, 1988) and Morgan Stanley and Co., Inc. (available June 5, 1991), as
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
     1993, and similar no-action letters (including, if applicable, any
     no-action letter obtained pursuant to clause (i) above), and (2) must
     comply with the registration and prospectus delivery requirements of the
     Act in connection with a secondary resale transaction and that such a
     secondary resale transaction must be covered by an effective registration
     statement containing the selling security holder information required by
     Item 507 or Item 508, as applicable, of Regulation S-K.

            (iii)   Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company and the Guarantors shall provide a supplemental
     letter to the Commission (A) stating that the Company and the Guarantors
     are registering the Exchange Offer in reliance on the position of the
     Commission enunciated in Exxon Capital Holdings Corporation (available May
     13, 1988), Morgan Stanley and Co., Inc. (available June 5, 1991) as
     interpreted in the Commission's letter to Shearman & Sterling dated July 2,
     1993, and, if applicable, any no-action letter obtained pursuant to clause
     (i) above, (B) including a representation that neither the Company nor any
     Guarantor has entered into any arrangement or understanding with any Person
     to distribute the Series B Notes to be received in the Exchange Offer and
     that, to the best of the Company's and each Guarantor's information and
     belief, each Holder participating in the Exchange Offer is acquiring the
     Series B Notes in its ordinary course of business and has no arrangement or
     understanding with any Person to participate in the distribution of the
     Series B Notes received in the Exchange Offer and (C) any other undertaking
     or representation required by the Commission as set forth in any no-action
     letter obtained pursuant to clause (i) above, if applicable.

     (b)    Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall (i) comply with all
the provisions of Section 6(c) hereof and use their respective reasonable best
efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof (as indicated in the information furnished to
the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company
and the Guarantors will prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the Act,
which form shall be available for the sale of the Transfer Restricted Securities
in accordance with the intended method or methods of distribution thereof within
the time periods and otherwise in accordance with the provisions hereof, and

            (ii)    issue, upon the request of any Holder or purchaser of Series
     A Notes covered by any Shelf Registration Statement contemplated by this
     Agreement, Series B Notes having an aggregate principal amount equal to the
     aggregate principal amount of Series A Notes sold pursuant to the Shelf
     Registration Statement and surrendered to the Company for cancellation; the
     Company shall register Series B Notes on the Shelf Registration Statement
     for this purpose and issue the Series B Notes to the purchasers of

                                       8



     securities subject to the Shelf Registration Statement in the names as such
     purchasers shall designate.

     (c)    General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company and the
Guarantors shall:

            (i)     use their respective reasonable best efforts to keep such
     Registration Statement continuously effective and provide all requisite
     financial statements for the period specified in Section 3 or Section 4 of
     this Agreement, as applicable. Upon the occurrence of any event that would
     cause any such Registration Statement or the Prospectus contained therein
     (A) to contain an untrue statement of material fact or omit to state any
     material fact necessary to make the statements therein not misleading or
     (B) not to be effective and usable for resale of Transfer Restricted
     Securities during the period required by this Agreement, the Company and
     the Guarantors shall file promptly an appropriate amendment to such
     Registration Statement curing such defect, and, if Commission review is
     required, use their respective reasonable best efforts to cause such
     amendment to be declared effective as soon as practicable.

            (ii)    prepare and file with the Commission such amendments and
     post-effective amendments to the applicable Registration Statement as may
     be necessary to keep such Registration Statement effective for the
     applicable period set forth in Section 3 or Section 4 hereof, as the case
     may be; cause the Prospectus to be supplemented by any required Prospectus
     supplement, and as so supplemented to be filed pursuant to Rule 424 under
     the Act, and to comply fully with Rules 424, 430A and 462, as applicable,
     under the Act in a timely manner; and comply with the provisions of the Act
     with respect to the disposition of all securities covered by such
     Registration Statement during the applicable period in accordance with the
     intended method or methods of distribution by the sellers thereof set forth
     in such Registration Statement or supplement to the Prospectus;

            (iii)   advise each Holder promptly and, if requested by such
     Holder, confirm such advice in writing, (A) when the Prospectus or any
     Prospectus supplement or post-effective amendment has been filed, and, with
     respect to any applicable Registration Statement or any post-effective
     amendment thereto, when the same has become effective, (B) of any request
     by the Commission for amendments to the Registration Statement or
     amendments or supplements to the Prospectus or for additional information
     relating thereto, (C) of the issuance by the Commission of any stop order
     suspending the effectiveness of the Registration Statement under the Act or
     of the suspension by any state securities commission of the qualification
     of the Transfer Restricted Securities for offering or sale in any
     jurisdiction, or the initiation of any proceeding for any of the preceding
     purposes and (D) of the existence of any fact or the happening of any event
     that makes any statement of a material fact made in the Registration
     Statement, the Prospectus, any amendment or supplement thereto or any
     document incorporated by reference therein untrue, or that requires the
     making of any additions to or changes in the Registration Statement in
     order to make the statements therein not misleading, or that requires the
     making of any additions to or changes in the Prospectus in order to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading. If at any time the Commission shall issue any
     stop order suspending the

                                       9



     effectiveness of the Registration Statement, or any state securities
     commission or other regulatory authority shall issue an order suspending
     the qualification or exemption from qualification of the Transfer
     Restricted Securities under state securities or Blue Sky laws, the Company
     and the Guarantors shall use their respective best efforts to obtain the
     withdrawal or lifting of such order at the earliest possible time;

            (iv)    subject to Section 6(c)(i) hereof, if any fact or event
     contemplated by Section 6(c)(iii)(D) above shall exist or have occurred,
     prepare a supplement or post-effective amendment to the Registration
     Statement or related Prospectus or any document incorporated therein by
     reference or file any other required document so that, as thereafter
     delivered to the purchasers of Transfer Restricted Securities, the
     Prospectus will not contain an untrue statement of a material fact or omit
     to state any material fact necessary to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;

            (v)     furnish to each Holder in connection with such exchange or
     sale, if any, before filing with the Commission, copies of any Registration
     Statement or any Prospectus included therein or any amendments or
     supplements to any such Registration Statement or Prospectus (including all
     documents incorporated by reference after the initial filing of such
     Registration Statement), which documents will be subject to the review and
     comment of such Holders in connection with such sale, if any, for a period
     of at least five Business Days, and the Company will not file any such
     Registration Statement or Prospectus or any amendment or supplement to any
     such Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which such Holders shall reasonably object
     within five Business Days after the receipt thereof. A Holder shall be
     deemed to have reasonably objected to such filing if such Registration
     Statement, amendment, Prospectus or supplement, as applicable, as proposed
     to be filed, contains an untrue statement of a material fact or omit to
     state any material fact necessary to make the statements therein not
     misleading or fails to comply with the applicable requirements of the Act;

            (vi)    promptly prior to the filing of any document that is to be
     incorporated by reference into a Registration Statement or Prospectus,
     provide copies of such document to each Holder in connection with such
     exchange or sale, if any, make the Company's and the Guarantors'
     representatives available for discussion of such document and other
     customary due diligence matters, and include such information in such
     document prior to the filing thereof as such Holders Persons may reasonably
     request;

            (vii)   make available, at reasonable times, for inspection by each
     Holder and any attorney or accountant retained by such Holders, all
     financial and other records, pertinent corporate documents of the Company
     and the Guarantors and cause the Company's and the Guarantors' officers,
     directors and employees to supply all information reasonably requested by
     any such Holder, attorney or accountant in connection with such
     Registration Statement or any post-effective amendment thereto subsequent
     to the filing thereof and prior to its effectiveness;

                                       10



            (viii)  if requested by any Holders in connection with such exchange
     or sale, promptly include in any Registration Statement or Prospectus,
     pursuant to a supplement or post-effective amendment if necessary, such
     information as such Holders may reasonably request to have included
     therein, including, without limitation, information relating to the "Plan
     of Distribution" of the Transfer Restricted Securities; and make all
     required filings of such Prospectus supplement or post-effective amendment
     as soon as practicable after the Company is notified of the matters to be
     included in such Prospectus supplement or post-effective amendment;

            (ix)    furnish to each Holder in connection with such exchange or
     sale, without charge, at least one copy of the Registration Statement, as
     first filed with the Commission, and of each amendment thereto, including
     all documents incorporated by reference therein and all exhibits (including
     exhibits incorporated therein by reference);

            (x)     deliver to each Holder without charge, as many copies of the
     Prospectus (including each preliminary prospectus) and any amendment or
     supplement thereto as such Persons reasonably may request; the Company and
     the Guarantors hereby consent to the use (in accordance with law) of the
     Prospectus and any amendment or supplement thereto by each selling Holder
     in connection with the offering and the sale of the Transfer Restricted
     Securities covered by the Prospectus or any amendment or supplement
     thereto;

            (xi)    upon the request of any Holder, enter into such agreements
     (including underwriting agreements) and make such representations and
     warranties and take all such other actions in connection therewith in order
     to expedite or facilitate the disposition of the Transfer Restricted
     Securities pursuant to any applicable Registration Statement contemplated
     by this Agreement as may be reasonably requested by any Holder in
     connection with any sale or resale pursuant to any applicable Registration
     Statement. In such connection, the Company and the Guarantors shall:

                    (A)   upon request of any Holder, furnish (or in the case of
            paragraphs (2) and (3) below, use its best efforts to cause to be
            furnished) to each Holder, upon Consummation of the Exchange Offer
            or upon the effectiveness of the Shelf Registration Statement, as
            the case may be:

                          (1)   a certificate, dated such date, signed on behalf
                    of the Company and each Guarantor by (x) the President or
                    any Vice President and (y) a principal financial or
                    accounting officer of the Company and such Guarantor,
                    confirming, as of the date thereof, the matters set forth in
                    Sections 8(a), 8(b), 8(c) and 8(d) of the Purchase Agreement
                    and such other similar matters as such Holders may
                    reasonably request;

                          (2)   opinion(s), dated the date of Consummation of
                    the Exchange Offer or the date of effectiveness of the Shelf
                    Registration Statement, as the case may be, of counsel for
                    the Company and the Guarantors covering matters similar to
                    those set forth in paragraph (f) of Section 8 of the
                    Purchase Agreement and such other matter as such Holder may
                    reasonably request, and in any event including a statement
                    to the

                                       11



                    effect that such counsel has participated in conferences
                    with officers and other representatives of the Company and
                    the Guarantors, representatives of the independent public
                    accountants for the Company and the Guarantors and have
                    considered the matters required to be stated therein and the
                    statements contained therein, although such counsel has not
                    independently verified the accuracy, completeness or
                    fairness of such statements; and that such counsel advises
                    that, on the basis of the foregoing (relying as to
                    materiality to the extent such counsel deems appropriate
                    upon the statements of officers and other representatives of
                    the Company and the Guarantors), no facts came to such
                    counsel's attention that caused such counsel to believe that
                    the applicable Registration Statement, at the time such
                    Registration Statement or any post-effective amendment
                    thereto became effective and, in the case of the Exchange
                    Offer Registration Statement, as of the date of Consummation
                    of the Exchange Offer, contained an untrue statement of a
                    material fact or omitted to state a material fact required
                    to be stated therein or necessary to make the statements
                    therein not misleading, or that the Prospectus contained in
                    such Registration Statement as of its date and, in the case
                    of the opinion dated the date of Consummation of the
                    Exchange Offer, as of the date of Consummation, contained an
                    untrue statement of a material fact or omitted to state a
                    material fact necessary in order to make the statements
                    therein, in the light of the circumstances under which they
                    were made, not misleading. Without limiting the foregoing,
                    such counsel may state further that such counsel assumes no
                    responsibility for, and has not independently verified, the
                    accuracy, completeness or fairness of the financial
                    statements, notes and schedules and other financial data
                    included in any Registration Statement contemplated by this
                    Agreement or the related Prospectus; and

                          (3)   customary comfort letters, dated the date of
                    Consummation of the Exchange Offer, or as of the date of
                    effectiveness of the Shelf Registration Statement, as the
                    case may be, from the Company's independent accountants, in
                    the customary form and covering matters of the type
                    customarily covered in comfort letters to underwriters in
                    connection with underwritten offerings, and affirming the
                    matters set forth in the comfort letters delivered pursuant
                    to Section 8(g) and Section 8(h) of the Purchase Agreement;
                    and

                    (B)   deliver such other documents and certificates as may
            be reasonably requested by the selling Holders to evidence
            compliance with the matters covered in clause (A) above and with any
            customary conditions contained in the any agreement entered into by
            the Company and the Guarantors pursuant to this clause (xi);

            (xii)   prior to any public offering of Transfer Restricted
Securities, cooperate with the selling Holders and their counsel in connection
with the registration and qualification of the Transfer Restricted Securities
under the securities or Blue Sky laws of

                                       12



     such jurisdictions as the selling Holders may request and do any and all
     other acts or things necessary or advisable to enable the disposition in
     such jurisdictions of the Transfer Restricted Securities covered by the
     applicable Registration Statement; provided, however, that neither the
     Company nor any Guarantor shall be required to register or qualify as a
     foreign corporation where it is not now so qualified or to take any action
     that would subject it to the service of process in suits or to taxation,
     other than as to matters and transactions relating to the Registration
     Statement, in any jurisdiction where it is not now so subject;

            (xiii)  in connection with any sale of Transfer Restricted
     Securities that will result in such securities no longer being Transfer
     Restricted Securities, cooperate with the Holders to facilitate the timely
     preparation and delivery of certificates representing Transfer Restricted
     Securities to be sold and not bearing any restrictive legends; and to
     register such Transfer Restricted Securities in such denominations and such
     names as the selling Holders may request at least two Business Days prior
     to such sale of Transfer Restricted Securities;

            (xiv)   use their respective best efforts to cause the disposition
     of the Transfer Restricted Securities covered by the Registration Statement
     to be registered with or approved by such other governmental agencies or
     authorities as may be necessary to enable the seller or sellers thereof to
     consummate the disposition of such Transfer Restricted Securities, subject
     to the proviso contained in clause (xii) above;

            (xv)    provide a CUSIP number for all Transfer Restricted
     Securities not later than the effective date of a Registration Statement
     covering such Transfer Restricted Securities and provide the Trustee under
     the Indenture with printed certificates for the Transfer Restricted
     Securities which are in a form eligible for deposit with the Depository
     Trust Company;

            (xvi)   otherwise use their respective best efforts to comply with
     all applicable rules and regulations of the Commission, and make generally
     available to its security holders with regard to any applicable
     Registration Statement, as soon as practicable, a consolidated earnings
     statement meeting the requirements of Rule 158 (which need not be audited)
     covering a twelve-month period beginning after the effective date of the
     Registration Statement (as such term is defined in paragraph (c) of Rule
     158 under the Act);

            (xvii)  cause the Indenture to be qualified under the TIA not later
     than the effective date of the first Registration Statement required by
     this Agreement and, in connection therewith, cooperate with the Trustee and
     the Holders to effect such changes to the Indenture as may be required for
     such Indenture to be so qualified in accordance with the terms of the TIA;
     and execute and use its best efforts to cause the Trustee to execute, all
     documents that may be required to effect such changes and all other forms
     and documents required to be filed with the Commission to enable such
     Indenture to be so qualified in a timely manner; and

                                       13



            (xviii) provide promptly to each Holder, upon request, each document
     filed with the Commission pursuant to the requirements of Section 13 or
     Section 15(d) of the Exchange Act.

     (d)    Restrictions on Holders. Each Holder agrees by acquisition of a
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C) hereof or any notice from the Company of the existence of
any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"Suspension Notice"), such Holder will forthwith discontinue disposition of
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is
advised in writing by the Company that the use of the Prospectus may be resumed,
and has received copies of any additional or supplemental filings that are
incorporated by reference in the Prospectus (in each case, the "Recommencement
Date"). Each Holder receiving a Suspension Notice hereby agrees that it will
either (i) destroy any Prospectuses, other than permanent file copies, then in
such Holder's possession which have been replaced by the Company with more
recently dated Prospectuses or (ii) deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in such Holder's
possession of the Prospectus covering such Transfer Restricted Securities that
was current at the time of receipt of the Suspension Notice. The time period
regarding the effectiveness of such Registration Statement set forth in Section
3 or Section 4 hereof, as applicable, shall be extended by a number of days
equal to the number of days in the period from and including the date of
delivery of the Suspension Notice to the date of delivery of the Recommencement
Date.

SECTION 7.      REGISTRATION EXPENSES

     (a)    All expenses incident to the Company's and the Guarantors'
performance of or compliance with this Agreement will be borne by the Company,
regardless of whether a Registration Statement becomes effective, including
without limitation: (i) all registration and filing fees and expenses; (ii) all
fees and expenses of compliance with federal securities and state Blue Sky or
securities laws; (iii) all expenses of printing (including printing certificates
for the Series B Notes to be issued in the Exchange Offer and printing of
Prospectuses), messenger and delivery services and telephone; (iv) all fees and
disbursements of counsel for the Company and the Guarantors; (v) all application
and filing fees in connection with listing the Series B Notes on a national
securities exchange or automated quotation system pursuant to the requirements
hereof; and (vi) all fees and disbursements of independent certified public
accountants of the Company and the Guarantors (including the expenses of any
special audit and comfort letters required by or incident to such performance).

     The Company will, in any event, bear its and the Guarantors' internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.

     (b)    In connection with any Shelf Registration Statement required by this
Agreement, the Company and the Guarantors will reimburse the Initial Purchasers
and the Holders of Transfer Restricted Securities who are tendering Series A
Notes into in the Exchange Offer

                                       14



and/or selling or reselling Series A Notes or Series B Notes pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
the Shelf Registration Statement, as applicable, for the reasonable fees and
disbursements of not more than one counsel, who shall be Latham & Watkins,
unless another firm shall be chosen by the Holders of a majority in principal
amount of the Transfer Restricted Securities for whose benefit such Registration
Statement is being prepared.

SECTION 8.  INDEMNIFICATION

     (a)  The Company and the Guarantors agree, jointly and severally, to
indemnify and hold harmless each Holder, its directors, officers and each
Person, if any, who controls such Holder (within the meaning of Section 15 of
the Act or Section 20 of the Exchange Act), from and against any and all losses,
claims, damages, liabilities, judgments, (including without limitation, any
legal or other expenses incurred in connection with investigating or defending
any matter, including any action that could give rise to any such losses,
claims, damages, liabilities or judgments) caused by any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement, preliminary prospectus or Prospectus (or any amendment or supplement
thereto) provided by the Company to any Holder or any prospective purchaser of
Series B Notes or registered Series A Notes, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or judgments are caused by an untrue
statement or omission or alleged untrue statement or omission that is based upon
information relating to any Holder furnished in writing to the Company by any
such Holder.

     (b)  Each Holder of Transfer Restricted agrees, severally and not jointly,
to indemnify and hold harmless the Company and the Guarantors, and their
respective directors and officers, and each person, if any, who controls (within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act) the
Company, or the Guarantors to the same extent as the foregoing indemnity from
the Company and the Guarantors set forth in section (a) above, but only with
reference to information relating to such Holder furnished in writing to the
Company by such Holder expressly for use in any Registration Statement. In no
event shall any Holder, its directors, officers or any Person who controls such
Holder be liable or responsible for any amount in excess of the amount by which
the total amount received by such Holder with respect to its sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages that such Holder, its directors, officers or any Person
who controls such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

     (c)  In case any action shall be commenced involving any person in respect
of which indemnity may be sought pursuant to Section 8(a) or Section 8(b) hereof
(the "indemnified party"), the indemnified party shall promptly notify the
person against whom such indemnity may be sought (the "indemnifying person") in
writing and the indemnifying party shall assume the defense of such action,
including the employment of counsel reasonably satisfactory to the indemnified
party and the payment of all fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both

                                       15



Sections 8(a) and 8(b) hereof, a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a) hereof,
and by the Company and Guarantors, in the case of parties indemnified pursuant
to Section 8(b) hereof. The indemnifying party shall indemnify and hold harmless
the indemnified party from and against any and all losses, claims, damages,
liabilities and judgments by reason of any settlement of any action (i) effected
with its written consent or (ii) effected without its written consent if the
settlement is entered into more than twenty business days after the indemnifying
party shall have received a request from the indemnified party for reimbursement
for the fees and expenses of counsel (in any case where such fees and expenses
are at the expense of the indemnifying party) and, prior to the date of such
settlement, the indemnifying party shall have failed to comply with such
reimbursement request. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement or compromise of, or
consent to the entry of judgment with respect to, any pending or threatened
action in respect of which the indemnified party is or could have been a party
and indemnity or contribution may be or could have been sought hereunder by the
indemnified party, unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability on claims
that are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to
act, by or on behalf of the indemnified party.

     (d)  To the extent that the indemnification provided for in this Section 8
is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or judgments (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company and the
Guarantors, on the one hand, and the Holders, on the other hand, from their sale
of Transfer Restricted Securities or (ii) if the allocation provided by clause
8(d)(i) hereof is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause
8(d)(i) above but also the relative fault of the Company and the Guarantors, on
the one hand, and of the

                                       16



Holder, on the other hand, in connection with the statements or omissions
which resulted in such losses, claims, damages, liabilities or judgments, as
well as any other relevant equitable considerations. The relative fault of the
Company and the Guarantors, on the one hand, and of the Holder, on the other
hand, shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or such Guarantor, on the one hand, or by the Holder, on the other hand, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and judgments
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 8(a) hereof, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.

     The Company, the Guarantors and each Holder agree that it would not be just
and equitable if contribution pursuant to this Section 8(d) were determined by
pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any Person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

SECTION 9.  RULE 144A AND RULE 144

     The Company and each Guarantor agrees with each Holder, for so long as any
Transfer Restricted Securities remain outstanding and during any period in which
the Company or such Guarantor (i) is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of any Holder, to such Holder or
beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities
designated by such Holder or beneficial owner, the information required by Rule
144A(d)(4) under the Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A, and (ii) is subject to Section 13 or 15 (d) of
the Exchange Act, to make all filings required thereby in a timely manner in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144.

                                       17



SECTION 10. MISCELLANEOUS

     (a)  Remedies. The Company and the Guarantors acknowledge and agree that
any failure by the Company and/or the Guarantors to comply with their respective
obligations under Section 3 and Section 4 hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Company's and the Guarantor's obligations under Section
3 and Section 4 hereof. The Company and the Guarantors further agree to waive
the defense in any action for specific performance that a remedy at law would be
adequate.

     (b)  No Inconsistent Agreements. Neither the Company nor any Guarantor
will, on or after the date of this Agreement, enter into any agreement with
respect to its securities that is inconsistent with the rights granted to the
Holders in this Agreement or otherwise conflicts with the provisions hereof.
Neither the Company nor any Guarantor has previously entered into any agreement
granting any registration rights with respect to its securities to any Person.
The rights granted to the Holders hereunder do not in any way conflict with and
are not inconsistent with the rights granted to the holders of the Company's and
the Guarantors' securities under any agreement in effect on the date hereof.

     (c)  Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

     (d)  Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent they may
deem such enforcement necessary or advisable to protect its rights or the rights
of Holders hereunder.

     (e)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

          (i)  if to a Holder,  at the address set forth on the records of the
     Registrar under the Indenture, with a copy to the Registrar under the
     Indenture; and

                                       18



               (ii) if to the Company or the Guarantors:

                         Roundy's, Inc.
                         23000 Roundy Drive
                         Pewaukee, Wisconsin  53072
                         Telecopier No.: (262) 953-7989
                         Attention: Chief Financial Officer

                         With a copy to:

                         Kirkland & Ellis
                         200 East Rudolph Drive
                         Chicago, Illinois  60601
                         Telecopier No.: (312) 861-2200
                         Attention: Dennis Myers and
                                    Gerald Nowak

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next business day, if timely delivered
to an air courier guaranteeing overnight delivery.

     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

     (f)  Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including
without limitation and without the need for an express assignment, subsequent
Holders; provided, that nothing herein shall be deemed to permit any assignment,
transfer or other disposition of Transfer Restricted Securities in violation of
the terms hereof or of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
Person shall be entitled to receive the benefits hereof.

     (g)  Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h)  Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                                       19



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

     (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

     (k) Entire Agreement. This Agreement is intended by the parties as a final
expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                       20



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                    ROUNDY'S, INC.


                                    By: /s/ Darren Karst
                                       -----------------------------------------
                                       Name: Darren Karst
                                       Title: Chief Financial Officer

                                    GUARANTORS:
                                         Cardinal Foods, Inc.
                                         Holt Public Storage, Inc.
                                         Insurance Planners, Inc.
                                         I.T.A., Inc.
                                         Jondex Corp.
                                         Kee Trans, Inc.
                                         Mega Marts, Inc.
                                         Midland Grocery of Michigan, Inc.
                                         Pick 'n Save Warehouse Foods, Inc.
                                         Ropak, Inc.
                                         Rindt Enterprises, Inc.
                                         Scot Lad Foods, Inc.
                                         Scot Lad-Lima, Inc.
                                         Shop-Rite, Inc.
                                         Spring Lake Merchandise, Inc.
                                         The Copps Corporation
                                         The Midland Grocery Company
                                         Ultra Mart Foods, Inc.


                                    By: /s/ Edward G. Kitz
                                       -----------------------------------------
                                       Name: Edward G. Kitz
                                       Title: Secretary



                                       Village Market, LLC


                                    By: /s/ Edward G. Kitz
                                       -----------------------------------------
                                       Name: Edward G. Kitz, signing on behalf
                                             of Shop-Rite, Inc., in its capacity
                                             as managing member of Village
                                             Market, LLC
                                       Title: Secretary of Shop-Rite, Inc.

                          Registration Rights Agreement



BEAR STEARNS & CO. INC.


By: /s/
   -----------------------------------
   Name:
   Title:


CIBC WORLD MARKETS CORP.


By: /s/ Brian S. Perman
   -----------------------------------
   Name: Brian S. Perman
   Title: Managing Director

                          Registration Rights Agreement



                                   Schedule A

                                   Guarantors

Cardinal Foods, Inc.
Holt Public Storage, Inc.
Insurance Planners, Inc.
I.T.A., Inc.
Jondex Corp.
Kee Trans, Inc.
Mega Marts, Inc.
Midland Grocery of Michigan, Inc.
Pick 'n Save Warehouse Foods, Inc.
Ropak, Inc.
Rindt Enterprises, Inc.
Scot Lad Foods, Inc.
Scot Lad-Lima, Inc.
Shop-Rite, Inc.
Spring Lake Merchandise, Inc.
The Copps Corporation
The Midland Grocery Company
Ultra Mart Foods, Inc.
Village Market, LLC

EX-10.2

                                                                  EXECUTION COPY

                                                                    EXHIBIT 10.2


- --------------------------------------------------------------------------------

                                  $375,000,000

                                CREDIT AGREEMENT

                                      among

                           ROUNDY'S ACQUISITION CORP.,

                                 ROUNDY'S, INC.,

                                  as Borrower,

                               The Several Lenders

                        from Time to Time Parties Hereto,

                      BEAR STEARNS CORPORATE LENDING INC.,

                            as Administrative Agent,

                       CANADIAN IMPERIAL BANK OF COMMERCE,

                              as Syndication Agent

                              BANK ONE, WISCONSIN,

        COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
                          NEDERLAND", NEW YORK BRANCH,

                       LASALLE BANK NATIONAL ASSOCIATION,

                             ASSOCIATED BANK, N.A.,

                         HARRIS TRUST AND SAVINGS BANK,

                           M&I MARSHALL & ILSLEY BANK,

                        U.S. BANK, NATIONAL ASSOCIATION,

                             as Documentation Agents

                            Dated as of June 6, 2002

- --------------------------------------------------------------------------------

       BEAR, STEARNS & CO. INC., as Sole Lead Arranger and Sole Bookrunner




                                TABLE OF CONTENTS


                                                                                                              Page
                                                                                                           
SECTION 1. DEFINITIONS.................................................................................          1

     1.1.   Defined Terms..............................................................................          1
     1.2.   Other Definitional Provisions..............................................................         25

SECTION 2. AMOUNT AND TERMS OF TERM COMMITMENTS........................................................         25

     2.1.   Term Commitments...........................................................................         25
     2.2.   Procedure for Term Loan Borrowing..........................................................         25
     2.3.   Repayment of Term Loans....................................................................         26

SECTION 3. AMOUNT AND TERMS OF REVOLVING COMMITMENTS...................................................         26

     3.1.   Revolving Commitments......................................................................         26
     3.2.   Procedure for Revolving Loan Borrowing.....................................................         26
     3.3.   Swingline Commitment.......................................................................         27
     3.4.   Procedure for Swingline Borrowing; Refunding of Swingline Loans............................         27
     3.5.   Commitment Fees, etc.......................................................................         29
     3.6.   Termination or Reduction of Revolving Commitments..........................................         29
     3.7.   L/C Commitment.............................................................................         29
     3.8.   Procedure for Issuance of Letter of Credit.................................................         30
     3.9.   Fees and Other Charges.....................................................................         30
     3.10.  L/C Participations.........................................................................         30
     3.11.  Reimbursement Obligation of the Borrower...................................................         31
     3.12.  Obligations Absolute.......................................................................         32
     3.13.  Letter of Credit Payments..................................................................         32
     3.14.  Applications...............................................................................         32

SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS
           AND LETTERS OF CREDIT.......................................................................         33

     4.1.   Optional Prepayments.......................................................................         33
     4.2.   Mandatory Prepayments and Commitment Reductions............................................         33
     4.3.   Conversion and Continuation Options........................................................         34
     4.4.   Limitations on Eurodollar Tranches.........................................................         35
     4.5.   Interest Rates and Payment Dates...........................................................         35
     4.6.   Computation of Interest and Fees...........................................................         36
     4.7.   Inability to Determine Interest Rate.......................................................         36
     4.8.   Pro Rata Treatment and Payments............................................................         37
     4.9.   Requirements of Law........................................................................         38
     4.10.  Taxes......................................................................................         39
     4.11.  Indemnity..................................................................................         41
     4.12.  Change of Lending Office...................................................................         41
     4.13.  Replacement of Lenders.....................................................................         41


                                       i



                                                                                                            
     4.14.  Evidence of Debt...........................................................................        42
     4.15.  Illegality.................................................................................        43

SECTION 5. REPRESENTATIONS AND WARRANTIES..............................................................        43

     5.1.   Financial Condition........................................................................        43
     5.2.   No Change..................................................................................        44
     5.3.   Corporate Existence; Compliance with Law...................................................        44
     5.4.   Corporate Power; Authorization; Enforceable Obligations....................................        44
     5.5.   No Legal Bar...............................................................................        45
     5.6.   Litigation.................................................................................        45
     5.7.   No Default.................................................................................        45
     5.8.   Ownership of Property; Liens...............................................................        45
     5.9.   Intellectual Property......................................................................        45
     5.10.  Taxes......................................................................................        45
     5.11.  Federal Regulations........................................................................        46
     5.12.  Labor Matters..............................................................................        46
     5.13.  ERISA......................................................................................        46
     5.14.  Investment Company Act; Other Regulations..................................................        46
     5.15.  Subsidiaries...............................................................................        46
     5.16.  Use of Proceeds............................................................................        47
     5.17.  Environmental Matters......................................................................        47
     5.18.  Accuracy of Information, etc...............................................................        48
     5.19.  Security Documents.........................................................................        48
     5.20.  Solvency...................................................................................        49
     5.21.  Senior Indebtedness........................................................................        49
     5.22.  Regulation H...............................................................................        49
     5.23.  Certain Documents..........................................................................        49

SECTION 6. CONDITIONS PRECEDENT........................................................................        49

     6.1.   Conditions to Initial Extension of Credit..................................................        49
     6.2.   Conditions to Each Extension of Credit.....................................................        54

SECTION 7. AFFIRMATIVE COVENANTS.......................................................................        54

     7.1.   Financial Statements.......................................................................        54
     7.2.   Certificates; Other Information............................................................        55
     7.3.   Payment of Obligations.....................................................................        56
     7.4.   Maintenance of Existence; Compliance.......................................................        56
     7.5.   Maintenance of Property; Insurance.........................................................        57
     7.6.   Inspection of Property; Books and Records; Discussions.....................................        57
     7.7.   Notices....................................................................................        57
     7.8.   Environmental Laws.........................................................................        58
     7.9.   Additional Collateral, etc.................................................................        58
     7.10.  Further Assurances.........................................................................        60



                                       ii



                                                                                                              
SECTION 8. NEGATIVE COVENANTS..........................................................................          60

     8.1.   Financial Condition Covenants..............................................................          60
     8.2.   Indebtedness...............................................................................          62
     8.3.   Liens......................................................................................          64
     8.4.   Fundamental Changes........................................................................          66
     8.5.   Disposition of Property....................................................................          67
     8.6.   Restricted Payments........................................................................          67
     8.7.   Capital Expenditures.......................................................................          69
     8.8.   Investments................................................................................          69
     8.9.   Optional Payments and Modifications of Certain Debt Instruments............................          72
     8.10.  Transactions with Affiliates...............................................................          73
     8.11.  Sales and Leasebacks.......................................................................          73
     8.12.  Changes in Fiscal Periods..................................................................          74
     8.13.  Negative Pledge Clauses....................................................................          74
     8.14.  Clauses Restricting Subsidiary Distributions...............................................          74
     8.15.  Lines of Business..........................................................................          75
     8.16.  Amendments to Share Exchange Documents.....................................................          75

SECTION 9. EVENTS OF DEFAULT...........................................................................          75


SECTION 10. THE AGENTS.................................................................................          79

     10.1.  Appointment................................................................................          79
     10.2.  Delegation of Duties.......................................................................          80
     10.3.  Exculpatory Provisions.....................................................................          80
     10.4.  Reliance by Agents.........................................................................          80
     10.5.  Notice of Default..........................................................................          81
     10.6.  Non-Reliance on Agents and Other Lenders...................................................          81
     10.7.  Indemnification............................................................................          81
     10.8.  Agent in Its Individual Capacity...........................................................          82
     10.9.  Successor Administrative Agent.............................................................          82
     10.10. Agents Generally...........................................................................          83
     10.11. The Lead Arranger..........................................................................          83

SECTION 11. MISCELLANEOUS..............................................................................          83

     11.1.  Amendments and Waivers.....................................................................          83
     11.2.  Notices....................................................................................          84
     11.3.  No Waiver; Cumulative Remedies.............................................................          85
     11.4.  Survival of Representations and Warranties.................................................          86
     11.5.  Payment of Expenses and Taxes..............................................................          86
     11.6.  Successors and Assigns; Participations and Assignments.....................................          87
     11.7.  Adjustments; Set-off.......................................................................          89
     11.8.  Counterparts...............................................................................          90
     11.9.  Severability...............................................................................          90



                                      iii



                                                                                                         
     11.10. Integration................................................................................          90
     11.11. GOVERNING LAW..............................................................................          90
     11.12. Submission To Jurisdiction; Waivers........................................................          90
     11.13. Acknowledgments............................................................................          91
     11.14. Releases of Guarantees and Liens...........................................................          91
     11.15. Confidentiality............................................................................          92
     11.16. WAIVERS OF JURY TRIAL......................................................................          92

     

                                       iv



ANNEX:
A            Pricing Grid

SCHEDULES:

1.1A         Commitments
1.1B         Mortgaged Property
3.7          Existing Letters of Credit
5.6          Litigation
5.15         Subsidiaries
5.19(a)      UCC Filing Jurisdictions
5.19(b)      Mortgage Filing Jurisdictions
8.2(d)       Existing Indebtedness
8.3(f)       Existing Liens
8.8          Investments
8.10         Affiliate Contracts
8.13         Negative Pledge Agreements
8.14         Restrictions on Subsidiary Distributions


EXHIBITS:

A            Form of Guarantee and Collateral Agreement
B            Form of Compliance Certificate
C            Form of Closing Certificate
D            Form of Mortgage
E            Form of Assignment and Acceptance
F-1          Form of Legal Opinion of Kirkland & Ellis
F-2          Form of Legal Opinion of Whyte Hirshboeck Dudek S.C. and
             Vorys, Sater, Seymour & Pease LLP
G            Form of Exemption Certificate
H-1          Form of Term Note
H-2          Form of Revolving Note
H-3          Form Swing Line Note

                                       v



                  CREDIT AGREEMENT, dated as of June 6, 2002, among ROUNDY'S
ACQUISITION CORP., a Delaware corporation ("Holdings"), ROUNDY'S, INC., a
Wisconsin corporation (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties to this Agreement (the
"Lenders"), BEAR, STEARNS & CO. INC., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), BEAR STEARNS CORPORATE LENDING INC., as
administrative agent (in such capacity, the "Administrative Agent"), CANADIAN
IMPERIAL BANK OF COMMERCE, as syndication agent (in such capacity, the
"Syndication Agent"), and the institutions listed on the cover page, as
documentation agents (in such capacity, the "Documentation Agents").

                              W I T N E S S E T H:

                  WHEREAS, Willis Stein & Partners III, L.P. ("WSP"), together
with certain of its affiliates and related partners and investors (WSP and such
affiliates, partners and investors, the "Sponsor") and certain other investors
and management (together with the Sponsor, the "Equity Investors"), have,
through Holdings, agreed to acquire (the "Share Exchange") all of the capital
stock of the Borrower for total consideration of approximately $759,500,000
pursuant to the Share Exchange Agreement dated as of April 8, 2002 between
Holdings and the Borrower (as amended from time to time, the "Share Exchange
Agreement"). The Borrower will become a wholly-owned subsidiary of Holdings, and
substantially all the existing indebtedness of the Borrower and its subsidiaries
will be terminated and repaid (other than up to $13,900,000 of certain assumed
indebtedness for borrowed money) (the foregoing transactions described in this
paragraph, the "Transaction").

                  WHEREAS, Holdings intends to finance the Transaction and the
related premiums, costs, fees and expenses from the following sources: (a) not
less than $314,500,000 in common and preferred equity issued by Holdings to the
Equity Investors (the "Equity"), (b) approximately $250,000,000 in borrowings
under the $375,000,000 senior secured credit facilities to be made available to
the Borrower pursuant to this Agreement, which are comprised of a $250,000,000
term loan facility and a $125,000,000 revolving credit facility, (c)
$225,000,000 in cash proceeds from the issuance by the Borrower of the Senior
Subordinated Notes in a public offering or Rule 144A private placement and (d)
the assumption of up to $13,900,000 of certain existing Indebtedness of the
Borrower.

                  The parties hereto hereby agree as follows:

                             SECTION 1. DEFINITIONS

                  1.1. Defined Terms. As used in this Agreement, the terms
listed in this Section 1.1 shall have the respective meanings set forth in this
Section 1.1.

                  "Acquired Person": as to any Person, any other Person (i) all
of the Capital Stock of which is owned by such Person and (ii) which is
consolidated with such Person in accordance with GAAP.

                  "Acquisition": as to any Person, the acquisition by such
Person of (a) Capital Stock of any other Person in related, complementary or
ancillary line of business as such Person if, after giving effect to the
acquisition of such Capital Stock, such other Person would be (i) an



                                                                               2

Acquired Person of such Person and (ii) a Subsidiary Guarantor, (b) all or
substantially all of the assets of any other Person in related, complementary or
ancillary line of business as such Person or (c) assets constituting one or more
business units of any other Person used in related, complementary or ancillary
line of business as such Person.

                  "Additional Acquisition Extension of Credit": any Additional
Extension of Credit the proceeds of which are used to finance an Acquisition
permitted under Section 8.8(i).

                  "Additional Extension of Credit": as defined in Section 11.1.

                  "Adjustment Date":  as defined in the Pricing Grid.

                  "Administrative Agent": as defined in the preamble to this
Agreement.

                  "Affiliate": as to any Person, any other Person that, directly
or indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, "control" of a Person means
the power, directly or indirectly, either to (a) vote 10% or more of the
securities having ordinary voting power for the election of directors (or
persons performing similar functions) of such Person or (b) direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.

                  "Agents": the collective reference to the Administrative
Agent, the Lead Arranger, the Syndication Agent and the Documentation Agents,
which term shall include, for purposes of Section 10 only, the Issuing Lender.

                  "Aggregate Exposure": with respect to any Lender at any time,
an amount equal to (a) until the Closing Date, the aggregate amount of such
Lender's Commitments at such time and (b) thereafter, the sum of (i) the
aggregate then unpaid principal amount of such Lender's Term Loans and (ii) the
amount of such Lender's Revolving Commitment then in effect or, if the Revolving
Commitments have been terminated, the amount of such Lender's Revolving
Extensions of Credit then outstanding.

                  "Aggregate Exposure Percentage": with respect to any Lender at
any time, the ratio (expressed as a percentage) of such Lender's Aggregate
Exposure at such time to the Aggregate Exposure of all Lenders at such time.

                  "Agreement": this Credit Agreement, as amended, supplemented
or otherwise modified from time to time.

                  "Applicable Margin": for each Type of Loan, the rate per annum
set forth under the relevant column heading below:



                                               Base Rate Loans     Eurodollar Loans
                                                             
         Revolving Loans and Swingline Loans       2.00%               3.00%
         Term Loans                                1.50%               2.50%




                                                                               3

; provided, that, on and after the first Adjustment Date (as defined in the
Pricing Grid) occurring after the date which is six months after the Closing
Date, the Applicable Margin with respect to Revolving Loans and Swingline Loans
will be determined pursuant to the Pricing Grid.

                  "Application": an application, in such form as the Issuing
Lender may specify from time to time, requesting the Issuing Lender to open a
Letter of Credit.

                  "Approved Fund": with respect to any Lender that is a fund
that invests in commercial loans, any other fund that invests in commercial
loans and is managed or advised by the same investment advisor as such Lender or
by an Affiliate of such investment advisor.

                  "Asset Sale": any Disposition of Property or series of related
Dispositions of Property (excluding any such Disposition permitted by clause
(a), (b), (c), (d), (e), (g), (h), (i), or (j) of Section 8.5) that yields gross
proceeds to Holdings, the Borrower or any of its Subsidiaries (valued at the
initial principal amount thereof in the case of non-cash proceeds consisting of
notes or other debt securities and valued at fair market value in the case of
other non-cash proceeds) in excess of $1,000,000.

                  "Assignee": as defined in Section 11.6(c).

                  "Assignment and Acceptance": an Assignment and Acceptance,
substantially in the form of Exhibit E.

                  "Assignor": as defined in Section 11.6(c).

                  "Available Revolving Commitment": as to any Revolving Lender
at any time, an amount equal to the excess, if any, of (a) such Lender's
Revolving Commitment then in effect over (b) such Lender's Revolving Extensions
of Credit then outstanding; provided, that in calculating any Lender's Revolving
Extensions of Credit for the purpose of determining such Lender's Available
Revolving Commitment pursuant to Section 3.5, the aggregate principal amount of
Swingline Loans then outstanding shall be deemed to be zero.

                  "Base Rate": for any day, a rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate
in effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus 0.50%. For purposes hereof: "Prime Rate" shall mean the rate of
interest per annum publicly announced from time to time by the Reference Lender
as its prime rate in effect at its principal office in New York City (the Prime
Rate not being intended to be the lowest rate of interest charged by the
Reference Lender in connection with extensions of credit to debtors). Any change
in the Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective as of the opening of business on the effective
day of such change in the Prime Rate or the Federal Funds Effective Rate,
respectively.

                  "Base Rate Loans": Loans the rate of interest applicable to
which is based upon the Base Rate.

                  "Benefited Lender": as defined in Section 11.7(a).



                                                                               4

                  "Board": the Board of Governors of the Federal Reserve System
of the United States (or any successor).

                  "Borrower": as defined in the preamble to this Agreement.

                  "Borrowing Date": any Business Day specified by the Borrower
as a date on which the Borrower requests the relevant Lenders to make Loans
hereunder.

                  "Business": as defined in Section 5.17(b).

                  "Business Day": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by law
to close, provided, that with respect to notices and determinations in
connection with, and payments of principal and interest on, Eurodollar Loans,
such day is also a day for trading by and between banks in Dollar deposits in
the interbank eurodollar market.

                  "Capital Expenditures": for any period, with respect to any
Person, the aggregate of all expenditures by such Person and its Subsidiaries
for the acquisition or leasing (pursuant to a capital lease) of fixed or capital
assets or additions to equipment (including replacements, capitalized repairs
and improvements during such period) that should be capitalized under GAAP on a
consolidated balance sheet of such Person and its Subsidiaries but excluding any
such expenditure: (i) which is financed with the Net Cash Proceeds of a Recovery
Event as permitted by Section 4.2(b); (ii) relating to the purchase price of an
Acquisition or an Investment permitted under Section 8.8; (iii) made by
Holdings, the Borrower or any Subsidiary Guarantor as a tenant to finance
leasehold improvements, to the extent such expenditures are reimbursed by the
landlord; (iv) to effect any Sale and Leaseback Transactions permitted under
Section 8.11; (v) that is financed with the proceeds of a Disposition permitted
by Section 8.5(a) and 8.5(f); and (vi) which is financed with the Net Cash
Proceeds of Excluded Sponsor Capital Stock; provided, that any Capital
Expenditures incurred in reliance on this clause (vi), together with aggregate
consideration of any Investments made in reliance on Section 8.8(r) and any
purchases made in reliance on the final proviso of Section 8.6(b), shall not
exceed in the aggregate $25,000,000.

                  "Capital Lease Obligations": as to any Person, the obligations
of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP
and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

                  "Capital Stock": any and all shares, interests, participations
or other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

                  "Cash Equivalents": (a) U.S. Dollars; (b) securities issued
by, or unconditionally guaranteed by, the United States Government or issued by
any agency thereof and backed by the full faith and credit of the United States,
in each case maturing within twelve months from the date of acquisition; (c)
certificates of deposit, time or demand deposits, eurodollar time deposits



                                                                               5

or overnight bank deposits having maturities of twelve months or less from the
date of acquisition issued by any Lender or by any commercial bank organized
under the laws of the United States or any state thereof having combined capital
and surplus of not less than $500,000,000 and a Thomson Bank Watch Rating of at
least B; (d) commercial paper of an issuer rated no lower than P-2 by Standard &
Poor's Rating Services ("S&P") or A-2 by Moody's Investors Service, Inc.
("Moody's"), or carrying an equivalent rating by a nationally recognized rating
agency, if both of the two named rating agencies cease publishing ratings of
commercial paper issuers generally, and maturing within twelve months from the
date of acquisition; (e) repurchase obligations of any Lender, any commercial
bank satisfying the requirements of clause (c) of this definition or recognized
securities dealer having combined capital and surplus of not less than
$500,000,000, having a term of not more than seven days, with respect to
securities satisfying the criteria in clauses (b) or (c) above; (f) securities
with maturities of one year or less from the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States, by any
political subdivision or taxing authority of any such state, commonwealth or
territory or by any foreign government, the securities of which state,
commonwealth, territory, political subdivision, taxing authority or foreign
government (as the case may be) having one of the two highest rating categories
obtainable from either Moody's or S&P; (g) securities with maturities of six
months or less from the date of acquisition backed by standby letters of credit
issued by any Lender or any commercial bank satisfying the requirements of
clause (c) of this definition; or (h) shares of money market mutual or similar
funds which invest exclusively in assets satisfying the requirements of clauses
(a) through (g) of this definition.

                  "Closing Date": the date on which the conditions precedent set
forth in Section 6.1 shall have been satisfied or waived (in accordance with
Section 11.1), which date is June 6, 2002.

                  "Code": the Internal Revenue Code of 1986, as amended from
time to time.

                  "Collateral": all property of the Loan Parties, now owned or
hereafter acquired, upon which a Lien is purported to be created by any Security
Document.

                  "Commitment": as to any Lender, the sum of the Term Commitment
and the Revolving Commitment of such Lender.

                  "Commitment Allocation Notice": as to any Lender, the notice
to such Lender from the Administrative Agent countersigned by such Lender and
acknowledged by the Borrower, setting forth such Lender's Commitment on the
Closing Date.

                  "Commitment Fee Rate": (a) with respect to each day during the
Revolving Commitment Period on which the Utilization Percentage is at any time
less than or equal to 50%, 0.75% per annum or (b) with respect to all other days
during the Revolving Commitment Period, 0.50% per annum; provided, that (i) on
and after the first Adjustment Date occurring after the date which is six months
after the Closing Date, the Commitment Fee Rate will be determined pursuant to
the Pricing Grid and (ii) on and after the date the Commitment Fee Rate is
determined pursuant to the Pricing Grid, if, on any such day, the Utilization
Percentage is less



                                                                               6

than or equal to 50%, the Commitment Fee Rate shall be 0.25% higher than the
Commitment Fee Rate otherwise applicable pursuant to the Pricing Grid.

                  "Commonly Controlled Entity": an entity, whether or not
incorporated, that is under common control with the Borrower within the meaning
of Section 4001 of ERISA or is part of a group that includes the Borrower and
that is treated as a single employer under Section 414 of the Code.

                  "Compliance Certificate": a certificate duly executed by a
Responsible Officer substantially in the form of Exhibit B.

                  "Conduit Lender": any special purpose entity organized and
administered by any Lender for the purpose of making Loans otherwise required to
be made by such Lender and designated by such Lender in a written instrument,
subject to the consent of the Administrative Agent and the Borrower; provided,
that the designation by any Lender of a Conduit Lender shall not relieve the
designating Lender of any of its obligations to fund a Loan under this Agreement
if, for any reason, its Conduit Lender fails to fund any such Loan, and the
designating Lender (and not the Conduit Lender) shall have the sole right and
responsibility to deliver all consents and waivers required or requested under
this Agreement with respect to its Conduit Lender, and provided, further, that
no Conduit Lender shall (a) be entitled to receive any greater amount pursuant
to Section 4.9, 4.10, 4.11 or 11.5 than the designating Lender would have been
entitled to receive in respect of the extensions of credit made by such Conduit
Lender or (b) be deemed to have any Commitment.

                  "Confidential Information Memorandum": the Confidential
Information Memorandum dated May, 2002 and furnished to the Lenders.

                  "Consolidated Current Assets": at any date, all amounts (other
than cash and Cash Equivalents) that would, in conformity with GAAP, be set
forth opposite the caption "total current assets" (or any like caption) on a
consolidated balance sheet of the Borrower and its Subsidiaries at such date.

                  "Consolidated Current Liabilities": at any date, all amounts
that would, in conformity with GAAP, be set forth opposite the caption "total
current liabilities" (or any like caption) on a consolidated balance sheet of
the Borrower and its Subsidiaries at such date, but excluding (a) any
Indebtedness of the Borrower and its Subsidiaries and (b) without duplication of
clause (a) above, all Indebtedness consisting of Revolving Loans or Swingline
Loans to the extent otherwise included therein.

                  "Consolidated EBITDA": for any period, Consolidated Net Income
for such period plus, without duplication and to the extent reflected as a
charge in the statement of such Consolidated Net Income for such period (except
in the case of clause (j) below), the sum of (a) income tax expense (including,
without duplication, franchise and foreign withholding taxes and any state
single business unitary or similar tax), (b) interest expense, amortization or
writeoff of debt discount and debt issuance costs and commissions, discounts and
other fees and charges associated with Indebtedness (including the Loans), (c)
depreciation and amortization expense, (d) amortization of intangibles
(including, but not limited to, goodwill) and organization costs



                                                                               7

and any goodwill impairment loss recognized by FAS No. 142, (e) any
extraordinary charges, expenses or losses determined in accordance with GAAP,
(f) non-cash compensation expenses arising from the issuance of stock, options
to purchase stock and stock appreciation rights to the management of Holdings or
any of its Subsidiaries, (g) any other non-cash charges, non-cash expenses or
non-cash losses of Holdings or any of its Subsidiaries (excluding any such
charge, expense or loss incurred in the ordinary course of business that
constitutes an accrual of or a reserve for cash charges for any future period,
but including non-cash charges arising out of the restructuring, consolidation,
severance or discontinuance of any portion of the operations, employees and/or
management of Holdings and its Subsidiaries); provided, however, that cash
payments made in such period or in any future period in respect of such non-cash
charges, expenses or losses (excluding any such charge, expense or loss incurred
in the ordinary course of business that constitutes an accrual of or a reserve
for cash charges for any future period) shall be subtracted from Consolidated
Net Income in calculating Consolidated EBITDA in the period when such payments
are made, (h) costs, fees and expenses incurred in connection with the
Transaction to the extent paid within three months after the Closing Date, (i)
reasonable costs, fees and expenses incurred in connection with Dispositions
made in reliance on Section 8.5(a) (but only to the extent it is a Disposition
of "surplus" property) and Section 8.5(f), in each case, as permitted herein and
(j) the cash proceeds of any business interruption insurance to the extent such
proceeds are not included in determining Consolidated Net Income for such
period, and minus, to the extent included in the statement of such Consolidated
Net Income for such period, the sum of (a) interest income, (b) any
extraordinary income or gains determined in accordance with GAAP and (c) any
other non-cash income (excluding any items that represent the reversal of any
accrual of, or cash reserve for, anticipated cash charges in any prior period
that are described in the parenthetical to clause (g) above), all as determined
on a consolidated basis. For the purposes of calculating Consolidated EBITDA for
any period of four consecutive fiscal quarters (each, a "Reference Period")
pursuant to any determination of the Consolidated Leverage Ratio, (i) if at any
time during such Reference Period the Borrower or any Subsidiary shall have made
any Material Disposition, the Consolidated EBITDA for such Reference Period
shall be reduced by an amount equal to the Consolidated EBITDA (if positive)
attributable to the property that is the subject of such Material Disposition
for such Reference Period or increased by an amount equal to the Consolidated
EBITDA (if negative) attributable thereto for such Reference Period, as
determined in accordance with Regulation S-X (except as determined reasonably
and in good faith by the chief financial officer of the Borrower and set forth
in an officer's certificate delivered to the Administrative Agent setting forth
in reasonable detail the basis for any adjustments which are not in compliance
with Regulation S-X, which adjustments are acceptable to the Administrative
Agent in its reasonable judgment) and (ii) if during such Reference Period the
Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated
EBITDA for such Reference Period shall be calculated after giving pro forma
effect thereto as if such Material Acquisition occurred on the first day of such
Reference Period, as determined in accordance with Regulation S-X (except as
determined reasonably and in good faith by the chief financial officer of the
Borrower and set forth in an officer's certificate delivered to the
Administrative Agent setting forth in reasonable detail the basis for any
adjustments which are not in compliance with Regulation S-X, which adjustments
are acceptable to the Administrative Agent in its reasonable judgment). As used
in this definition, "Material Acquisition" means any acquisition of property or
series of related acquisitions of property that (a) constitutes assets
comprising all or substantially all of an operating unit of a business or



                                                                               8

constitutes all or substantially all of the common stock of a Person and (b)
involves the payment of consideration by the Borrower and its Subsidiaries in
excess of $1,000,000; and "Material Disposition" means any Disposition of
property or series of related Dispositions of property that yields gross
proceeds to the Borrower or any of its Subsidiaries in excess of $1,000,000.

                  "Consolidated EBITDAR": for any period, the sum of (a)
Consolidated EBITDA for such period, plus (b) Consolidated Lease Expense for
such period.

                  "Consolidated Fixed Charge Coverage Ratio": for any period,
the ratio of (a) Consolidated EBITDAR for such period to (b) Consolidated Fixed
Charges for such period.

                  "Consolidated Fixed Charges": for any period, the sum (without
duplication) of (a) Consolidated Interest Expense for such period, (b)
Consolidated Lease Expense for such period and (c) scheduled payments made
during such period on account of principal of Indebtedness of the Borrower or
any of its Subsidiaries (including scheduled principal payments in respect of
the Term Loans).

                  "Consolidated Interest Expense": for any period, total cash
interest expense (including that attributable to Capital Lease Obligations) of
the Borrower and its Subsidiaries for such period with respect to all
outstanding Indebtedness of the Borrower and its Subsidiaries (including all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financing and net costs under Hedge Agreements
in respect of interest rates to the extent such net costs are allocable to such
period in accordance with GAAP, but excluding non-cash amortization of deferred
financing costs incurred in connection with the Transaction and any future
issuance of Indebtedness).

                  "Consolidated Lease Expense": for any period, the aggregate
amount of fixed and contingent rentals payable by the Borrower and its
Subsidiaries for such period with respect to leases of real and personal
property, determined on a consolidated basis in accordance with GAAP minus the
aggregate amount of rental income of the Borrower and its Subsidiaries for such
period with respect to leases of real and personal property, determined on a
consolidated basis in accordance with GAAP, provided that payments in respect of
Capital Lease Obligations shall not constitute Consolidated Lease Expense.

                  "Consolidated Leverage Ratio": as at the last day of any
period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated
EBITDA for such period.

                  "Consolidated Net Income": for any period, the consolidated
net income (or loss) of the Borrower and its Subsidiaries, determined on a
consolidated basis in accordance with GAAP; provided, that there shall be
excluded (a) the income (or deficit) of any Person accrued prior to the date it
becomes a Subsidiary of the Borrower or is merged into or consolidated with the
Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person
(other than a Subsidiary of the Borrower) in which the Borrower or any of its
Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by the Borrower or such Subsidiary in the form of
dividends or similar distributions and (c) the undistributed earnings of any
Subsidiary of the Borrower to the extent that the declaration or payment of
dividends or similar distributions by such Subsidiary is not at the time
permitted by the terms of any



                                                                               9

Contractual Obligation (other than under any Loan Document) or Requirement of
Law applicable to such Subsidiary, provided, further, that to the extent any
earnings of any Subsidiary are excluded from Consolidated Net Income for any
period as a result of clause (c) and the applicable prohibition ceases to exist
in any future period, such earnings shall be included in Consolidated Net Income
for any such future period.

                  "Consolidated Senior Debt": all Consolidated Total Debt other
than the Senior Subordinated Notes.

                  "Consolidated Senior Leverage Ratio": as of the last day of
any period of four consecutive fiscal quarters, the ratio of (a) Consolidated
Senior Debt on such day to (b) Consolidated EBITDA for such period.

                  "Consolidated Total Debt": at any date, the aggregate
principal amount of all Indebtedness of the Borrower and its Subsidiaries at
such date, to the extent the same should appear on a consolidated balance sheet
of the Borrower as determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Working Capital": at any date, the excess of
Consolidated Current Assets on such date over Consolidated Current Liabilities
on such date.

                  "Continuing Directors": the directors of Holdings on the
Closing Date, after giving effect to the Share Exchange and the other
transactions contemplated hereby, and each other director, if, in each case,
such other director's nomination for election to the board of directors of
Holdings is recommended by at least a majority of the then Continuing Directors
who were members of such board of directors at the time of such nomination.

                  "Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

                  "Control Investment Affiliate": as to any Person, any other
Person that (a) directly or indirectly, is in control of, is controlled by, or
is under common control with, such Person and (b) is organized by such Person
primarily for the purpose of making equity or debt investments in one or more
companies. For purposes of this definition, "control" of a Person means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person whether by contract or otherwise.

                  "Default": any of the events specified in Section 9, whether
or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.

                  "Derivatives Counterparty": as defined in Section 8.6.

                  "Designated Lenders":  as defined in Section 6.1(a).

                  "Disposition": with respect to any Property, any sale, lease,
sale and leaseback, assignment, conveyance, transfer or other disposition
thereof. The terms "Dispose" and "Disposed of" shall have correlative meanings.



                                                                              10

          "Documentation Agents": as defined in the preamble to this Agreement.

          "Dollars" and "$": dollars in lawful currency of the United States.

          "Domestic Subsidiary": any Subsidiary of the Borrower organized under
the laws of any jurisdiction within the United States.

          "ECF Percentage": (a) 75% with respect to each fiscal year of the
Borrower to the extent that the Consolidated Leverage Ratio as of the last day
of such fiscal year is greater than or equal to 3.0 to 1.0, (b) 50% with respect
to each fiscal year of the Borrower to the extent that the Consolidated Leverage
Ratio as of the last day of such fiscal year is less than 3.0 to 1.0 but greater
than or equal to 2.0 to 1.0 or (c) 0% with respect to each fiscal year of the
Borrower to the extent that the Consolidated Leverage Ratio as of the last day
of such fiscal year is less than 2.0 to 1.0.

          "Environmental Laws": any and all foreign, Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including common law) regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time hereafter be in effect.

          "ERISA": the Employee Retirement Income Security Act of 1974, as
amended from time to time.

          "Equity": as defined in the recitals to this Agreement.

          "Equity Investors": as defined in the recitals to this Agreement.

          "Eurocurrency Reserve Requirements": for any day as applied to a
Eurodollar Loan, the aggregate (without duplication) of the maximum rates
(expressed as a decimal fraction) of reserve requirements in effect on such day
(including basic, supplemental, marginal and emergency reserves under any
regulations of the Board or other Governmental Authority having jurisdiction
with respect thereto) dealing with reserve requirements prescribed for
eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation D of the Board) maintained by a member bank of the Federal Reserve
System.

          "Eurodollar Base Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, the rate per annum determined on the
basis of the rate for deposits in Dollars for a period equal to such Interest
Period commencing on the first day of such Interest Period appearing on Page
3750 (or any successor page) of the Dow Jones Markets screen as of 11:00 A.M.,
London time, two Business Days prior to the beginning of such Interest Period.
In the event that such rate does not appear on Page 3750 of the Dow Jones
Markets screen (or otherwise on such screen), the "Eurodollar Base Rate" for the
purposes of this definition shall be determined by the Administrative Agent as
the average of the rate of interest at which deposits in Dollars for delivery on
the first day of such Interest Period in same day funds in the approximate
amount of the Eurodollar Loan by the Syndication Agent and up to two other
Lenders selected by the Administrative Agent and the Borrower (each a "Reference
Lender") and with a term equivalent period would be offered by the Reference
Lenders to first-



                                                                              11

tier major banks in the interbank market at their request at approximately 11:00
A.M., London time, two Business Days prior to the beginning of such Interest
Period.

          "Eurodollar Loans": Loans the rate of interest applicable to which is
based upon the Eurodollar Rate.

          "Eurodollar Rate": with respect to each day during each Interest
Period pertaining to a Eurodollar Loan, a rate per annum determined for such day
in accordance with the following formula (rounded upward to the nearest 1/100th
of 1%):

                              Eurodollar Base Rate
                    ----------------------------------------
                    1.00 - Eurocurrency Reserve Requirements

          "Eurodollar Tranche": the collective reference to Eurodollar Loans
under a particular Facility with current Interest Periods which begin on the
same date and end on the same later date (whether or not such Loans shall
originally have been made on the same day).

          "Event of Default": any of the events specified in Section 9;
provided, that any requirement for the giving of notice, the lapse of time, or
both, has been satisfied.

          "Excess Cash Flow": for any fiscal year of the Borrower, the excess,
if any, of (a) the sum, without duplication, of (i) Consolidated Net Income for
such fiscal year, (ii) an amount equal to the amount of all non-cash charges
(including depreciation and amortization) deducted in arriving at such
Consolidated Net Income, (iii) decreases in Consolidated Working Capital for
such fiscal year, (iv) the net increase during such fiscal year (if any) in
long-term deferred tax accounts of the Borrower, (v) any cash received as a
result of a net decrease in the outstanding amount of Investments in Investee
Stores (as permitted pursuant to Section 8.8(j)) during such fiscal year and
(vi) an amount equal to the aggregate net non-cash loss on the Disposition of
Property by the Borrower and its Subsidiaries during such fiscal year (other
than sales of inventory in the ordinary course of business), to the extent
deducted in arriving at such Consolidated Net Income over (b) the sum, without
duplication, of (i) an amount equal to the amount of all non-cash credits
included in arriving at such Consolidated Net Income, (ii) the aggregate amount
actually paid by the Borrower and its Subsidiaries in cash during such fiscal
year on account of Capital Expenditures (excluding any such expenditures
financed with the principal amount of term Indebtedness incurred to finance such
expenditures (but including repayments of any such Indebtedness incurred during
such period or any prior period) and any such expenditures financed with the
proceeds of any Reinvestment Deferred Amount), (iii) all optional prepayments of
Funded Debt (other than the Loans and Funded Debt described in clause (b)(ii)
above) during such fiscal year, (iv) the aggregate amount of all regularly
scheduled principal payments of Funded Debt (including the Term Loans) of the
Borrower and its Subsidiaries made during such fiscal year (other than in
respect of any revolving credit facility to the extent there is not an
equivalent permanent reduction in commitments thereunder), (v) increases in
Consolidated Working Capital for such fiscal year, (vi) the net decrease during
such fiscal year (if any) in long-term deferred tax accounts of the Borrower,
(vii) an amount equal to the aggregate net non-cash (and, to the extent any cash
gain results in a mandatory prepayment under Section 4.2(b) or to the extent
such cash gain arises out of a Disposition permitted under Section 8.5(f) or
8.5(h), cash) gain on the Disposition of Property (which shall include any



                                                                              12

Recovery Event) by the Borrower and its Subsidiaries during such fiscal year
(other than sales of inventory in the ordinary course of business), to the
extent included in arriving at such Consolidated Net Income, (viii) the amount
of non-cash charges added back in prior fiscal years for which Excess Cash Flow
is calculated pursuant to this Agreement pursuant to clause (a)(ii) above to the
extent any such charge results in a cash payment during such fiscal year, (ix)
an amount equal to cash payments made by the Borrower and the Subsidiary
Guarantors in respect of (A) Pick 'n Save Acquisitions and (B) Acquisitions in
reliance on Section 8.8(i)(A)(x) (in each instance, excluding payments financed
with the principal amount of term Indebtedness incurred, and the proceeds from
the issuance of Capital Stock issued, to finance such Pick 'n Save Acquisitions
and Acquisitions (but including repayments of any such Indebtedness incurred
during such period or any prior period)), (x) payments to fund the underfunding
liability as of the Closing Date of the defined pension plan, (xi) any cash
payments made during such period pursuant to Restricted Payments permitted under
Section 8.6(b) (excluding amounts expended in reliance on the final proviso
thereof), Section 8.6(c), (e) and (f), (xii) any cash payments of reasonable
costs, fees and expenses incurred in connection with any Acquisition or Pick 'n
Save Acquisition, (xiii) any cash payments of reasonable costs, fees and
expenses incurred in connection with Dispositions made in reliance on Section
8.5(a) (but only to the extent it is a Disposition of "surplus" property) and
Section 8.5(f), in each case, as permitted herein, (xiv) any extraordinary cash
charges, expenses and losses in accordance with GAAP and (xv) any cash payments
in respect of a net increase in the outstanding amount of Investments in
Investee Stores (as permitted pursuant to Section 8.8(j)) during such fiscal
year.

          "Excess Cash Flow Application Date": as defined in Section 4.2(c).

          "Excluded Acquisition Capital Stock": as defined in Section 8.8(i).

          "Excluded Capital Stock": the collective reference to (i) Excluded
Acquisition Capital Stock; (ii) Capital Stock of Holdings issued or sold to
Holdings, any of its Subsidiaries, any directors, managers, consultants,
officers or employees of Holdings or any of its Subsidiaries; (iii) Director's
qualifying shares; (iv) Capital Stock of Holdings issued to directors, managers,
consultants, officers or employees of Holdings or its Subsidiaries in connection
with a substantially contemporaneous stock repurchase of Capital Stock from
directors, managers, consultants, officers or employees of Holdings or its
Subsidiaries; (v) Capital Stock issued to the holders of Indebtedness in
satisfaction of such Indebtedness (other than the Loans); and (vi) Capital Stock
of Holdings issued to the Sponsor (excluding Excluded Acquisition Capital Stock)
resulting in Net Cash Proceeds to Holdings in the aggregate amount not to exceed
$25,000,000 ("Excluded Sponsor Capital Stock").

          "Excluded Indebtedness": all Indebtedness permitted by clauses (a),
(b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m) and (n) of Section
8.2.

          "Excluded Sponsor Capital Stock": as defined in the definition of
"Excluded Capital Stock".

          "Facility": each of (a) the Term Commitments and the Term Loans made
thereunder (the "Term Facility"), and (b) the Revolving Commitments and the
extensions of credit made thereunder (the "Revolving Facility").



                                                                              13

          "Federal Funds Effective Rate": for any day, the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by the Reference Lender
from three federal funds brokers of recognized standing selected by it.

          "Foreign Subsidiary": Badger Assurance Ltd.

          "Funded Debt": as to any Person, all Indebtedness of such Person that
matures more than one year from the date of its creation or matures within one
year from such date but is renewable or extendible, at the option of such
Person, to a date more than one year from such date or arises under a revolving
credit or similar agreement that obligates the lender or lenders to extend
credit during a period of more than one year from such date, including all
current maturities and current sinking fund payments in respect of such
Indebtedness whether or not required to be paid within one year from the date of
its creation and, in the case of the Borrower, Indebtedness in respect of the
Loans.

          "Funding Office": the office of the Administrative Agent specified in
Section 11.2 or such other office as may be specified from time to time by the
Administrative Agent as its funding office by written notice to the Borrower and
the Lenders.

          "GAAP": generally accepted accounting principles in the United States
as in effect from time to time. In the event that any Accounting Change (as
defined below) shall occur and such change results in a change in the method of
calculation of financial covenants, standards or terms in this Agreement, then
the Borrower and the Administrative Agent agree to enter into negotiations in
order to amend such provisions of this Agreement so as to equitably reflect such
Accounting Changes with the desired result that the criteria for evaluating the
Borrower's financial condition shall be the same after such Accounting Changes
as if such Accounting Changes had not been made. Until such time as such an
amendment shall have been executed and delivered by the Borrower, Administrative
Agent and the Required Lenders, all financial covenants, standards and terms in
this Agreement shall continue to be calculated or construed as if such
Accounting Changes had not occurred. "Accounting Changes" refers to changes in
accounting principles required by the promulgation of any rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the
American Institute of Certified Public Accountants or, if applicable, the SEC.

          "Governmental Authority": any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

          "Guarantee and Collateral Agreement": the Guarantee and Collateral
Agreement to be executed and delivered by Holdings, the Borrower and each
Subsidiary Guarantor, substantially in the form of Exhibit A, as the same may be
amended, supplemented or otherwise modified from time to time.



                                                                              14

          "Guarantee Obligation": as to any Person (the "guaranteeing person"),
any obligation of (a) the guaranteeing person or (b) another Person (including
any bank under any letter of credit) to induce the creation of which the
guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (ii) to advance or
supply funds (1) for the purchase or payment of any such primary obligation or
(2) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Guarantee Obligation of any guaranteeing person
shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person's
maximum reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith.

          "Guarantors": the collective reference to Holdings and the Subsidiary
Guarantors.

          "Hedge Agreements": all interest rate swaps, caps or collar agreements
or similar arrangements dealing with interest rates or currency exchange rates
or the exchange of nominal interest obligations, either generally or under
specific contingencies.

          "Holdings": as defined in the preamble to this Agreement.

          "Indebtedness": of any Person at any date, without duplication, (a)
all indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than
current trade payables incurred in the ordinary course of such Person's
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all Capital Lease Obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of
credit, surety bonds or similar arrangements, (g) the liquidation value of all
redeemable preferred Capital Stock of such Person (excluding preferred Capital
Stock the redemption of which is prohibited until prior repayment in full of the
Obligations), (h) all Guarantee Obligations of such Person in respect of



                                                                              15

obligations of the kind referred to in clauses (a) through (g) above, (i) all
obligations of the kind referred to in clauses (a) through (h) above secured by
(or for which the holder of such obligation has an existing right, contingent or
otherwise, to be secured by) any Lien on property (including accounts and
contract rights) owned by such Person, whether or not such Person has assumed or
become liable for the payment of such obligation, and (j) for the purposes of
Sections 8.2 and 9(e) only, all obligations of such Person in respect of Hedge
Agreements; provided, that the amount of Indebtedness for which recourse is
limited to an identified asset or assets shall be equal to the lesser of (1) the
limited amount of such obligation and (2) the fair market value of such asset or
assets. The Indebtedness of any Person shall include the Indebtedness of any
other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in such entity, except to the extent the terms of
such Indebtedness expressly provide that such Person is not liable therefor.

          "Insolvency": with respect to any Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of Section 4245 of ERISA.

          "Insolvent": pertaining to a condition of Insolvency.

          "Intellectual Property": the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.

          "Interest Payment Date": (a) as to any Base Rate Loan, the last day of
each March, June, September and December to occur while such Loan is outstanding
and the final maturity date of such Loan, (b) as to any Eurodollar Loan having
an Interest Period of three months or less, the last day of such Interest
Period, (c) as to any Eurodollar Loan having an Interest Period longer than
three months, each day that is three months, or a whole multiple thereof, after
the first day of such Interest Period and the last day of such Interest Period
and (d) as to any Loan (other than any Revolving Loan that is a Base Rate Loan
and any Swingline Loan), the date of any repayment or prepayment made in respect
thereof.

          "Interest Period": as to any Eurodollar Loan, (a) initially, the
period commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurodollar Loan and ending one, two, three or six or (with the
consent of all Lenders under the relevant Facility) nine or twelve months
thereafter, as selected by the Borrower in its notice of borrowing or notice of
conversion, as the case may be, given with respect thereto; and (b) thereafter,
each period commencing on the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending one, two, three or six or (with
the consent of all Lenders under the relevant Facility) nine or twelve months
thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the last day of
the then current Interest Period with respect thereto; provided, that all of the
foregoing provisions relating to Interest Periods are subject to the following:



                                                                              16

                  (i)   if any Interest Period would otherwise end on a day that
     is not a Business Day, such Interest Period shall be extended to the next
     succeeding Business Day unless the result of such extension would be to
     carry such Interest Period into another calendar month in which event such
     Interest Period shall end on the immediately preceding Business Day;

                  (ii)  the Borrower may not select an Interest Period under a
     particular Facility that would extend beyond the Revolving Termination Date
     or beyond the date final payment is due on the Term Loans; and

                  (iii) any Interest Period that begins on the last Business Day
     of a calendar month (or on a day for which there is no numerically
     corresponding day in the calendar month at the end of such Interest Period)
     shall end on the last Business Day of a calendar month.

          "Investee Store": a Person in which the Borrower or any of its
Subsidiaries has invested equity capital, to which it has made loans or for
which it has guaranteed loans, in any such case in accordance with the business
practice of the Borrower and its Subsidiaries of making equity investments in,
making loans to or guaranteeing loans made to Persons in acquiring, remodeling,
refurbishing, expanding or operating one or more retail grocery stores.

          "Investments": as defined in Section 8.8.

          "Issuing Lender": Bank One, N.A. and any other Lender designated as
the "Issuing Lender" by the Administrative Agent and the Borrower, in its
capacity as issuer of any Letter of Credit. In the event there is more than one
Issuing Lender, the relevant provisions herein and in the other Loan Documents
shall be construed accordingly.

          "L/C Commitment": $20,000,000.

          "L/C Fee Payment Date": the last day of each March, June, September
and December and the last day of the Revolving Commitment Period.

          "L/C Obligations": at any time, an amount equal to the sum, without
duplication, of (a) the aggregate then undrawn and unexpired amount of the then
outstanding Letters of Credit and (b) the aggregate amount of drawings under
Letters of Credit that have not then been reimbursed pursuant to Section 3.11.

          "L/C Participants": the collective reference to all the Revolving
Lenders other than the Issuing Lender.

          "Lead Agents": the collective reference to the Administrative Agent,
the Lead Arranger and the Syndication Agent.

          "Lead Arranger": as defined in the preamble to this Agreement.



                                                                              17

          "Lenders": as defined in the preamble hereto; provided, that unless
the context otherwise requires, each reference herein to the Lenders shall be
deemed to include any Conduit Lender.

          "Letters of Credit": as defined in Section 3.7(a).

          "Lien": any mortgage, pledge, hypothecation, collateral assignment,
security deposit arrangement, encumbrance, lien (statutory or other), charge or
other security interest or any preference, priority or other security agreement
of any kind or nature whatsoever (including any conditional sale or other title
retention agreement and any capital lease having substantially the same economic
effect as any of the foregoing).

          "Loan": any loan made by any Lender pursuant to this Agreement.

          "Loan Documents": this Agreement, the Security Documents and the
Notes.

          "Loan Parties": Holdings, the Borrower and each Subsidiary of the
Borrower that is a party to a Loan Document.

          "Majority Facility Lenders": with respect to any Facility, the holders
of more than 50% of the aggregate unpaid principal amount of the Term Loans or
the Total Revolving Extensions of Credit, as the case may be, outstanding under
such Facility (or, in the case of the Revolving Facility, prior to any
termination of the Revolving Commitments, the holders of more than 50% of the
Total Revolving Commitments).

          "Material Acquisition": as defined in the definition of "Consolidated
EBITDA".

          "Material Adverse Effect": a material adverse effect on (a) the
Transaction as of the Closing Date, (b) the business, assets, property,
condition (financial or otherwise) or results of operations of the Borrower and
its Subsidiaries taken as a whole or (c) the validity or enforceability of this
Agreement or any of the other Loan Documents or the rights or remedies of the
Agents or the Lenders hereunder or thereunder.

          "Material Disposition": as defined in the definition of "Consolidated
EBITDA".

          "Materials of Environmental Concern": any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including asbestos, polychlorinated biphenyls
and urea-formaldehyde insulation.

          "Mortgaged Properties": the real properties listed on Schedule 1.1B,
as to which the Administrative Agent for the benefit of the Lenders shall be
granted a Lien pursuant to the Mortgages.

          "Mortgages": each of the mortgages and deeds of trust made by any Loan
Party in favor of, or for the benefit of, the Administrative Agent for the
benefit of the Lenders, substantially in the form of Exhibit D (with such
changes thereto as shall be advisable under the



                                                                              18

law of the jurisdiction in which such mortgage or deed of trust is to be
recorded), as the same may be amended, supplemented or otherwise modified from
time to time.

          "Multiemployer Plan": a Plan that is a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.

          "Net Cash Proceeds": (a) in connection with any Asset Sale or any
Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents
(including any such proceeds received by way of deferred payment of principal
pursuant to a note or installment receivable or purchase price adjustment
receivable or by the Disposition of any non-cash consideration received in
connection therewith or otherwise, but only as and when received) of such Asset
Sale or Recovery Event, net of (i) attorneys' fees, accountants' fees,
investment banking fees, (ii) amounts required to be applied to the repayment of
Indebtedness (together with any interest thereon, premium or penalty and any
other amount payable with respect thereto) secured by a Lien expressly permitted
hereunder on any asset that is the subject of such Asset Sale or Recovery Event
(other than any Lien pursuant to a Security Document), (iii) amounts provided as
a reasonable reserve against any liabilities under any indemnification
obligations or purchase price adjustments associated with any Asset Sale (such
amounts to be included as Net Cash Proceeds when such reserves are no longer
required) and (iv) other customary fees and expenses actually incurred in
connection therewith and net of taxes paid or reasonably estimated to be payable
as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements) and (b) in connection with any
issuance or sale of Capital Stock or any incurrence of Indebtedness, the cash
proceeds received from such issuance or incurrence, net of attorneys' fees,
investment banking fees, accountants' fees, underwriting discounts and
commissions and other customary fees and expenses actually incurred in
connection therewith.

          "Non-Excluded Taxes": as defined in Section 4.10(a).

          "Non-Executing Persons": as defined in Section 6.1(a).

          "Non-U.S. Lender": as defined in Section 4.10(d).

          "Notes": the collective reference to any promissory note evidencing
Loans.

          "Obligations": the unpaid principal of and interest on (including
interest accruing after the maturity of the Loans and Reimbursement Obligations
and interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) the Loans and all other obligations and
liabilities of the Borrower to any Agent or to any Lender (or, in the case of
Specified Hedge Agreements, any affiliate of any Lender), whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, this
Agreement, any other Loan Document, the Letters of Credit, any Specified Hedge
Agreement or any other document made, delivered or given in connection herewith
or therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges and
disbursements of counsel to any Agent or to any Lender that are



                                                                              19

required to be paid by the Borrower pursuant hereto) or otherwise; provided,
that (i) obligations of the Borrower or any Subsidiary under any Specified Hedge
Agreement shall be secured and guaranteed pursuant to the Security Documents
only to the extent that, and for so long as, the other Obligations are so
secured and guaranteed and (ii) any release of Collateral or Guarantors effected
in the manner permitted by this Agreement shall not require the consent of
holders of obligations under Specified Hedge Agreements.

          "Other Taxes": any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document.

          "Participant": as defined in Section 11.6(b).

          "PBGC": the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA (or any successor).

          "Permitted Investors": the collective reference to the Sponsor and its
Control Investment Affiliates.

          "Person": an individual, partnership, corporation, limited liability
company, business trust, joint stock company, trust, unincorporated association,
joint venture, Governmental Authority or other entity of whatever nature.

          "Pick 'n Save Acquisition": an acquisition by the Borrower or any
Subsidiary Guarantor of an existing or future licensed Pick 'n Save retail store
and related assets.

          "Plan": at a particular time, any employee benefit plan that is
covered by ERISA and in respect of which the Borrower or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

          "Prepayment Account": as defined in Section 4.2(d).

          "Pricing Grid": the pricing grid attached hereto as Annex A.

          "Pro Forma Balance Sheet": as defined in Section 5.1(a).

          "Projections": as defined in Section 7.2(c).

          "Properties": as defined in Section 5.17(a).

          "Property": any right or interest in or to property of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible,
including, without limitation, Capital Stock.



                                                                              20

                  "Recovery Event": any settlement of or payment in respect of
any property or casualty insurance claim or any condemnation proceeding relating
to any asset of Holdings, the Borrower or any of its Subsidiaries.

                  "Reference Lender": as defined in the definition of
"Eurodollar Base Rate".

                  "Reference Period": as defined in the definition of
"Consolidated EBITDA".

                  "Refunded Swingline Loans": as defined in Section 3.4(b).

                  "Refunding Date": as defined in Section 3.4(c).

                  "Register": as defined in Section 11.6(d).

                  "Regulation U": Regulation U of the Board as in effect from
time to time.

                  "Reimbursement Obligation": the obligation of the Borrower to
reimburse the Issuing Lender pursuant to Section 3.11 for amounts drawn under
Letters of Credit.

                  "Reinvestment Deferred Amount": with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by Holdings, the
Borrower or any of its Subsidiaries in connection therewith that are not applied
to prepay the Term Loans pursuant to Section 4.2(b) as a result of the delivery
of a Reinvestment Notice.

                  "Reinvestment Event": any Asset Sale or Recovery Event in
respect of which the Borrower has delivered a Reinvestment Notice.

                  "Reinvestment Notice": a written notice executed by a
Responsible Officer stating that no Event of Default has occurred and is
continuing and that the Borrower (directly or indirectly through a Subsidiary)
intends and expects to use all or a specified portion of the Net Cash Proceeds
of an Asset Sale or Recovery Event to acquire or repair fixed or capital assets
useful in its or one of its Subsidiary's business or to finance an Acquisition.

                  "Reinvestment Prepayment Amount": with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended prior to the relevant Reinvestment Prepayment Date to acquire or
repair fixed or capital assets useful in the Borrower's or one of its
Subsidiary's business or to finance an Acquisition.

                  "Reinvestment Prepayment Date": with respect to any
Reinvestment Event, the earlier of (a) the date occurring twelve months after
receipt of a Reinvestment Deferred Amount with respect to such Reinvestment
Event and (b) the date on which the Borrower shall have determined not to, or
shall have otherwise ceased to, acquire or repair fixed or capital assets useful
in the Borrower's or one of its Subsidiary's business or to finance an
Acquisition with all or any portion of the relevant Reinvestment Deferred
Amount.

                  "Reorganization": with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.



                                                                              21

                  "Reportable Event": any of the events set forth in Section
4043(c) of ERISA, other than those events as to which the thirty day notice
period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of
PBGC Reg. (S) 4043.

                  "Required Lenders": at any time, (a) until the Closing Date,
(i) the holders of more than 50% of the Term Commitments then in effect and (ii)
the holders of more than 50% of the Total Revolving Commitments then in effect
and (b) thereafter, (i) the holders of more than 50% of the aggregate unpaid
principal amount of the Term Loans then outstanding and (ii) the holders of more
than 50% of the Total Revolving Commitments then in effect or, if the Revolving
Commitments have been terminated, the Total Revolving Extensions of Credit then
outstanding.

                  "Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

                  "Responsible Officer": as to any Person, the chief executive
officer, president, chief financial officer or treasurer of such Person, but in
any event, with respect to financial matters, the chief financial officer or
treasurer of such Person provided that, for purposes of Section 1.2, Responsible
Officer shall include any officer of such person with knowledge of or
responsibility for compliance with the applicable provisions of the Loan
Documents.

                  "Restricted Payments": as defined in Section 8.6.

                  "Revolving Commitment": as to any Lender, the obligation of
such Lender, if any, to make Revolving Loans and participate in Swingline Loans
and Letters of Credit in an aggregate principal and/or face amount not to exceed
the amount set forth in such Lender's Commitment Allocation Notice or in the
Assignment and Acceptance pursuant to which such Lender became a party hereto,
as the same may be changed from time to time pursuant to the terms hereof. The
original amount of the Total Revolving Commitments is $125,000,000.

                  "Revolving Commitment Period": the period from and including
the Closing Date to the Revolving Termination Date.

                  "Revolving Extensions of Credit": as to any Revolving Lender
at any time, an amount equal to the sum of (a) the aggregate principal amount of
all Revolving Loans held by such Lender then outstanding, (b) such Lender's
Revolving Percentage of the L/C Obligations then outstanding and (c) such
Lender's Revolving Percentage of the aggregate principal amount of Swingline
Loans then outstanding.

                  "Revolving Lender": each Lender that has a Revolving
Commitment or that holds Revolving Loans.

                  "Revolving Loans": as defined in Section 3.1(a).



                                                                              22

                  "Revolving Percentage": as to any Revolving Lender at any
time, the percentage which such Lender's Revolving Commitment then constitutes
of the Total Revolving Commitments (or, at any time after the Revolving
Commitments shall have expired or terminated, the percentage which the aggregate
principal amount of such Lender's Revolving Loans then outstanding constitutes
of the aggregate principal amount of the Revolving Loans then outstanding).

                  "Revolving Termination Date": June 6, 2007.

                  "Sale and Leaseback Transactions": as defined in Section 8.11.

                  "SEC": the Securities and Exchange Commission, any successor
thereto and any analogous Governmental Authority.

                  "Security Documents": the collective reference to the
Guarantee and Collateral Agreement, the Mortgages and all other security
documents hereafter delivered to the Administrative Agent granting a Lien on any
property of any Person to secure the obligations and liabilities of any Loan
Party under any Loan Document.

                  "Senior Subordinated Note Indenture": the Indenture entered
into by the Borrower and certain of its Subsidiaries in connection with the
issuance of the Senior Subordinated Notes, together with all instruments and
other agreements entered into by the Borrower or such Subsidiaries in connection
therewith (other than the Share Exchange Documentation and the Loan Documents),
as the same may be amended, supplemented or otherwise modified from time to time
in accordance with Section 8.9.

                  "Senior Subordinated Notes": the subordinated notes of the
Borrower issued on the Closing Date pursuant to the Senior Subordinated Note
Indenture in an aggregate principal amount not to exceed $225,000,000.

                  "Share Exchange": as defined in the recitals to this
Agreement.

                  "Share Exchange Agreement": as defined in the recitals to this
Agreement.

                  "Share Exchange Documentation": collectively, the Share
Exchange Agreement and all schedules, exhibits and annexes thereto and all side
letters and agreements affecting the terms thereof or entered into in connection
therewith, in each case as amended, supplemented or otherwise modified from time
to time in accordance with Section 8.16.

                  "Single Employer Plan": any Plan that is covered by Title IV
of ERISA, but that is not a Multiemployer Plan.

                  "Solvent": when used with respect to any Person, means that,
as of any date of determination, (a) the amount of the "present fair saleable
value" of the assets of such Person will, as of such date, exceed the amount of
all "liabilities of such Person, contingent or otherwise", as of such date, as
such quoted terms are determined in accordance with applicable federal and state
laws governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets (as such term is defined in clause (a) above) of
such Person will, as of



                                                                              23

such date, be greater than the amount that will be required to pay the liability
of such Person on its debts as such debts become absolute and matured, (c) such
Person will not have, as of such date, an unreasonably small amount of capital
with which to conduct its business, and (d) such Person is, as of such date,
able to pay its debts as they mature. For purposes of this definition, (i)
"debt" means liability on a "claim", and (ii) "claim" means any (x) right to
payment, whether or not such a right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured or (y) right to an equitable remedy for
breach of performance if such breach gives rise to a right to payment, whether
or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured or unmatured, disputed, undisputed, secured or unsecured;
provided, that in computing the amount of any contingent, unliquidated,
unmatured or disputed claim at any time, it is intended that such claims will be
computed at the amount which, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual, liquidated or matured claim.

                  "Specified Change of Control": a "Change of Control" as
defined in the Senior Subordinated Note Indenture.

                  "Specified Hedge Agreement": any Hedge Agreement (a) entered
into by (i) the Borrower or any of its Subsidiaries and (ii) any Agent or Lender
or any affiliate thereof, as counterparty and (b) that has been designated by
such Agent or Lender, as the case may be, and the Borrower, by notice to the
Administrative Agent, as a Specified Hedge Agreement. The designation of any
Hedge Agreement as a Specified Hedge Agreement shall not create in favor of the
Agent, Lender or affiliate thereof that is a party thereto any rights in
connection with the management or release of any Collateral or of the
obligations of any Guarantor under the Guarantee and Collateral Agreement.

                  "Sponsor": as defined in the recitals to this Agreement.

                  "Subsidiary": as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other managers of
such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise qualified, all
references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall refer
to a Subsidiary or Subsidiaries of the Borrower.

                  "Subsidiary Guarantor": each Domestic Subsidiary of the
Borrower.

                  "Swingline Commitment": the obligation of the Swingline Lender
to make Swingline Loans pursuant to Section 3.3 in an aggregate principal amount
at any one time outstanding not to exceed $20,000,000.

                  "Swingline Lender": Bear Stearns Corporate Lending Inc., in
its capacity as the lender of Swingline Loans.



                                                                              24

                  "Swingline Loans": as defined in Section 3.3(a).

                  "Swingline Participation Amount": as defined in Section
3.4(c).

                  "Syndication Agent": as defined in the preamble to this
Agreement.

                  "Term Commitment": as to any Lender, the obligation of such
Lender, if any, to make a Term Loan to the Borrower hereunder in a principal
amount not to exceed the amount set forth in such Lender's Commitment Allocation
Notice or in the Assignment and Acceptance pursuant to which such Lender became
a party hereto, as the same may be changed from time to time pursuant to the
terms hereof. The original aggregate amount of the Term Commitments is
$250,000,000.

                  "Term Lender": each Lender that has a Term Commitment or is
the holder of a Term Loan.

                  "Term Loan": as defined in Section 2.1.

                  "Term Percentage": as to any Term Lender at any time, the
percentage which such Lender's Term Commitment then constitutes of the aggregate
Term Commitments (or, at any time after the Closing Date, the percentage which
the aggregate principal amount of such Lender's Term Loans then outstanding
constitutes of the aggregate principal amount of the Term Loans then
outstanding).

                  "Total Revolving Commitments": at any time, the aggregate
amount of the Revolving Commitments then in effect.

                  "Total Revolving Extensions of Credit": at any time, the
aggregate amount of the Revolving Extensions of Credit of the Revolving Lenders
outstanding at such time.

                  "Transaction": as defined in the recitals to this Agreement.

                  "Transferee":  any Assignee or Participant.

                  "Type": as to any Loan, its nature as a Base Rate Loan or a
Eurodollar Loan.

                  "United States":  the United States of America.

                  "Utilization Percentage": at any time, the percentage which
the then outstanding Revolving Extension of Credit constitutes of the Total
Revolving Commitments then in effect.

                  "Wholly Owned Subsidiary": as to any Person, any other Person
all of the Capital Stock of which (other than directors' qualifying shares
required by law) is owned by such Person directly and/or through other Wholly
Owned Subsidiaries.

                  "Wholly Owned Subsidiary Guarantor": any Subsidiary Guarantor
that is a Wholly Owned Subsidiary of the Borrower.

                  "WSP": as defined in the recitals to this Agreement.



                                                                              25

                  1.2. Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Loan Documents or any certificate or other
document made or delivered pursuant hereto or thereto.

                  (b)  As used herein and in the other Loan Documents, and any
certificate or other document made or delivered pursuant hereto or thereto, (i)
accounting terms relating to Holdings, the Borrower and its Subsidiaries not
defined in Section 1.1 and accounting terms partly defined in Section 1.1, to
the extent not defined, shall have the respective meanings given to them under
GAAP, (ii) the words "include", "includes" and "including" shall be deemed to be
followed by the phrase "without limitation", (iii) the word "incur" shall be
construed to mean incur, create, issue, assume, become liable in respect of or
suffer to exist (and the words "incurred" and "incurrence" shall have
correlative meanings), and (iv) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, Capital Stock,
securities, revenues, accounts, leasehold interests and contract rights.

                  (c)  The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
Schedule and Exhibit references are to this Agreement unless otherwise
specified.

                  (d)  The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  (e)  The word "knowledge" when used with respect to Holdings,
the Borrower or any of its Subsidiaries shall be deemed to be a reference to the
knowledge of any Responsible Officer of Holdings, the Borrower or any such
Subsidiary, as the case may be.

                SECTION 2. AMOUNT AND TERMS OF TERM COMMITMENTS

                  2.1. Term Commitments. Subject to the terms and conditions
hereof, each Term Lender severally agrees to make a term loan (a "Term Loan") to
the Borrower on the Closing Date in an amount not to exceed the amount of the
Term Commitment of such Lender. The Term Loans may from time to time be
Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified
to the Administrative Agent in accordance with Sections 2.2 and 4.3.

                  2.2. Procedure for Term Loan Borrowing. The Borrower shall
give the Administrative Agent irrevocable notice (which notice must be received
by the Administrative Agent prior to 10:30 A.M., New York City time, on the
anticipated Closing Date) requesting that the Term Lenders make the Term Loans
on the Closing Date and specifying the amount to be borrowed. The Term Loans
made on the Closing Date shall initially be Base Rate Loans. Upon receipt of
such notice the Administrative Agent shall promptly notify each Term Lender
thereof. Not later than 1:00 P.M., New York City time, on the Closing Date each
Term Lender shall make available to the Administrative Agent at the Funding
Office an amount in immediately available funds equal to the Term Loan or Term
Loans to be made by such Lender. The Administrative Agent shall credit the
account of the Borrower on the books of such office of the



                                                                              26

Administrative Agent with the aggregate of the amounts made available to the
Administrative Agent by the Term Lenders in immediately available funds.

                  2.3. Repayment of Term Loans. The Term Loan of each Lender
shall mature in 28 consecutive quarterly installments payable on the last day of
March, June, September and December of each year, commencing on September 30,
2002, each of which shall be in an amount equal to such Lender's Term Percentage
multiplied by the amount set forth below opposite such installment (after giving
effect to any optional and mandatory prepayments):

                  Installment                 Principal Amount
                  -----------                 ----------------
                   1 to 24                   $    625,000 each
                  25 to 28                   $ 58,750,000 each

              SECTION 3. AMOUNT AND TERMS OF REVOLVING COMMITMENTS

                  3.1. Revolving Commitments. (a) Subject to the terms and
conditions hereof, each Revolving Lender severally agrees to make revolving
credit loans ("Revolving Loans") to the Borrower from time to time during the
Revolving Commitment Period in an aggregate principal amount at any one time
outstanding which, when added to such Lender's Revolving Percentage of the sum
of (i) the L/C Obligations then outstanding and (ii) the aggregate principal
amount of the Swingline Loans then outstanding, does not exceed the amount of
such Lender's Revolving Commitment. During the Revolving Commitment Period the
Borrower may use the Revolving Commitments by borrowing, prepaying and
reborrowing the Revolving Loans in whole or in part, all in accordance with the
terms and conditions hereof. The Revolving Loans may from time to time be
Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified
to the Administrative Agent in accordance with Sections 3.2 and 4.3.

                  (b)  The Borrower shall repay all outstanding Revolving Loans
on the Revolving Termination Date.

                  3.2. Procedure for Revolving Loan Borrowing. The Borrower may
borrow under the Revolving Commitments during the Revolving Commitment Period on
any Business Day, provided, that the Borrower shall give the Administrative
Agent irrevocable notice (which notice must be received by the Administrative
Agent prior to (a) 12:00 Noon, New York City time, three Business Days prior to
the requested Borrowing Date, in the case of Eurodollar Loans, or (b) 10:30
A.M., New York City time, on the proposed Borrowing Date, in the case of Base
Rate Loans), specifying (i) the amount and Type of Revolving Loans to be
borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar
Loans, the respective amounts of each such Type of Loan and the respective
lengths of the initial Interest Period therefor. Any Revolving Loans made on the
Closing Date shall initially be Base Rate Loans. Each borrowing under the
Revolving Commitments shall be in an amount equal to (x) in the case of Base
Rate Loans, $1,000,000 or a whole multiple of $250,000 in excess thereof (or, if
the then aggregate Available Revolving Commitments are less than $1,000,000,
such lesser amount) and (y) in the case of Eurodollar Loans, $2,500,000 or a
whole multiple of $250,000 in excess thereof; provided, that the Swingline
Lender may request, on behalf of the Borrower, borrowings under the Revolving
Commitments that are Base Rate Loans in other amounts pursuant to Section 3.4.



                                                                              27

Upon receipt of any such notice from the Borrower, the Administrative Agent
shall promptly notify each Revolving Lender thereof. Each Revolving Lender will
make the amount of its pro rata share of each borrowing available to the
Administrative Agent for the account of the Borrower at the Funding Office prior
to 1:00 P.M., New York City time, on the Borrowing Date requested by the
Borrower in funds immediately available to the Administrative Agent. Such
borrowing will then be made available to the Borrower by the Administrative
Agent crediting the account of the Borrower on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the
Revolving Lenders and in like funds as received by the Administrative Agent.

                  3.3. Swingline Commitment. (a) Subject to the terms and
conditions hereof, the Swingline Lender agrees to make a portion of the credit
otherwise available to the Borrower under the Revolving Commitments from time to
time during the Revolving Commitment Period by making swing line loans
("Swingline Loans") to the Borrower; provided, that (i) the aggregate principal
amount of Swingline Loans outstanding at any time shall not exceed the Swingline
Commitment then in effect (notwithstanding that the Swingline Loans outstanding
at any time, when aggregated with the Swingline Lender's other outstanding
Revolving Loans hereunder, may exceed the Swingline Commitment then in effect)
and (ii) the Borrower shall not request, and the Swingline Lender shall not
make, any Swingline Loan if, after giving effect to the making of such Swingline
Loan, the aggregate amount of the Available Revolving Commitments would be less
than zero. During the Revolving Commitment Period, the Borrower may use the
Swingline Commitment by borrowing, repaying and reborrowing Swingline Loans, all
in accordance with the terms and conditions hereof. Swingline Loans shall be
Base Rate Loans only.

                  (b)  The Borrower shall repay all outstanding Swingline Loans
on the Revolving Termination Date.

                  3.4. Procedure for Swingline Borrowing; Refunding of Swingline
Loans. (a) When the Borrower desires that the Swingline Lender make Swingline
Loans, it shall give the Swingline Lender irrevocable telephonic notice
confirmed promptly in writing (which telephonic notice must be received by the
Swingline Lender not later than 12:00 Noon, New York City time, on the proposed
Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested
Borrowing Date (which shall be a Business Day during the Revolving Commitment
Period). Each borrowing under the Swingline Commitment shall be in an amount
equal to $250,000 or a whole multiple of $100,000 in excess thereof. Not later
than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice
in respect of Swingline Loans, the Swingline Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available
funds equal to the amount of the Swingline Loan to be made by the Swingline
Lender. The Administrative Agent shall make the proceeds of such Swingline Loan
available to the Borrower on such Borrowing Date by depositing such proceeds in
the account of the Borrower with the Administrative Agent on such Borrowing Date
in immediately available funds.

                  (b)  The Swingline Lender, at any time and from time to time
in its sole and absolute discretion may, on behalf of the Borrower (which hereby
irrevocably directs the Swingline Lender to act on its behalf), on one Business
Day's notice given by the Swingline



                                                                              28

Lender no later than 12:00 Noon, New York City time, request each Revolving
Lender to make, and each Revolving Lender hereby agrees to make, a Revolving
Loan, in an amount equal to such Revolving Lender's Revolving Percentage of the
aggregate amount of the Swingline Loans (the "Refunded Swingline Loans")
outstanding on the date of such notice, to repay the Swingline Lender. Each
Revolving Lender shall make the amount of such Revolving Loan available to the
Administrative Agent at the Funding Office in immediately available funds, not
later than 10:00 A.M., New York City time, one Business Day after the date of
such notice. The proceeds of such Revolving Loans shall be immediately made
available by the Administrative Agent to the Swingline Lender for application by
the Swingline Lender to the repayment of the Refunded Swingline Loans. The
Borrower irrevocably authorizes the Swingline Lender to charge the Borrower's
accounts with the Administrative Agent (up to the amount available in each such
account) in order to immediately pay the amount of such Refunded Swingline Loans
to the extent amounts received from the Revolving Lenders are not sufficient to
repay in full such Refunded Swingline Loans.

                  (c)  If prior to the time a Revolving Loan would have
otherwise been made pursuant to Section 3.4(b), one of the events described in
Section 9(f) shall have occurred and be continuing with respect to the Borrower
or if for any other reason, as determined by the Swingline Lender in its sole
discretion, Revolving Loans may not be made as contemplated by Section 3.4(b),
each Revolving Lender shall, on the date such Revolving Loan was to have been
made pursuant to the notice referred to in Section 3.4(b) (the "Refunding
Date"), purchase for cash an undivided participating interest in the then
outstanding Swingline Loans by paying to the Swingline Lender an amount (the
"Swingline Participation Amount") equal to (i) such Revolving Lender's Revolving
Percentage times (ii) the sum of the aggregate principal amount of Swingline
Loans then outstanding that were to have been repaid with such Revolving Loans.

                  (d)  Whenever, at any time after the Swingline Lender has
received from any Revolving Lender such Lender's Swingline Participation Amount,
the Swingline Lender receives any payment on account of the Swingline Loans, the
Swingline Lender will distribute to such Lender its Swingline Participation
Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender's participating interest was outstanding
and funded and, in the case of principal and interest payments, to reflect such
Lender's pro rata portion of such payment if such payment is not sufficient to
pay the principal of and interest on all Swingline Loans then due); provided,
however, that in the event that such payment received by the Swingline Lender is
required to be returned, such Revolving Lender will return to the Swingline
Lender any portion thereof previously distributed to it by the Swingline Lender.

                  (e)  Each Revolving Lender's obligation to make the Loans
referred to in Section 3.4(b) and to purchase participating interests pursuant
to Section 3.4(c) shall be absolute and unconditional and shall not be affected
by any circumstance, including (i) any setoff, counterclaim, recoupment, defense
or other right that such Revolving Lender or the Borrower may have against the
Swingline Lender, the Borrower or any other Person for any reason whatsoever;
(ii) the occurrence or continuance of a Default or an Event of Default or the
failure to satisfy any of the other conditions specified in Section 6; (iii) any
adverse change in the condition (financial or otherwise) of the Borrower; (iv)
any breach of this Agreement or any other Loan Document by the Borrower, any
other Loan Party or any other Revolving Lender; or



                                                                              29

(v) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.

                  3.5. Commitment Fees, etc. (a) The Borrower agrees to pay to
the Administrative Agent for the account of each Revolving Lender a commitment
fee for the period from and including the Closing Date to but excluding the last
day of the Revolving Commitment Period, computed at the Commitment Fee Rate on
the average daily amount of the Available Revolving Commitment of such Lender
during the period for which payment is made, payable quarterly in arrears on the
last day of each March, June, September and December and on the Revolving
Termination Date, commencing on the first of such dates to occur after the date
hereof.

                  (b)  The Borrower agrees to pay to the Administrative Agent
the fees in the amounts and on the dates previously agreed to in writing by the
Borrower and the Administrative Agent.

                  (c)  The Borrower agrees to pay to the Administrative Agent
and the Lead Arranger the fees in the amounts and on the dates previously agreed
to in writing by the Borrower and the Administrative Agent and the Lead
Arranger.

                  3.6. Termination or Reduction of Revolving Commitments. The
Borrower shall have the right, upon not less than two Business Days' notice to
the Administrative Agent, to terminate the Revolving Commitments or, from time
to time, to reduce the amount of the Revolving Commitments; provided, that no
such termination or reduction of Revolving Commitments shall be permitted if,
after giving effect thereto and to any prepayments of the Revolving Loans and
Swingline Loans made on the effective date thereof, the Total Revolving
Extensions of Credit would exceed the Total Revolving Commitments. Any such
reduction shall be in an amount equal to $1,000,000, or a whole multiple of
$250,000 in excess thereof, and shall reduce permanently the Revolving
Commitments then in effect.

                  3.7. L/C Commitment. (a) Subject to the terms and conditions
hereof, the Issuing Lender, in reliance on the agreements of the other Revolving
Lenders set forth in Section 3.10(a), agrees to issue letters of credit
("Letters of Credit") for the account of the Borrower on any Business Day during
the Revolving Commitment Period in such form as may be approved from time to
time by the Issuing Lender; provided, that the Issuing Lender shall have no
obligation to issue any Letter of Credit if, after giving effect to such
issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the
aggregate amount of the Available Revolving Commitments would be less than zero.
Each Letter of Credit shall (i) be denominated in Dollars, (ii) have a minimum
face amount agreed by the Borrower and the Issuing Lender and (iii) expire no
later than the earlier of (x) the first anniversary of its date of issuance and
(y) the date that is five Business Days prior to the Revolving Termination Date,
provided, that any Letter of Credit with a one-year term may provide for the
renewal thereof for additional one-year periods (which shall in no event extend
beyond the date referred to in clause (y) above). The letters of credit
described in Schedule 3.7 which are outstanding as of the date hereof shall be
deemed to be issued by the Issuing Lender under this Agreement as of the Closing
Date and shall be a Letter of Credit for all purposes hereof (other than Section
3.8) and the other Loan Documents, including, without limitation, for purposes
of Sections 3.9 through 3.14.



                                                                              30

          (b)   The Issuing Lender shall not at any time be obligated to issue
any Letter of Credit hereunder if such issuance would conflict with, or cause
the Issuing Lender or any L/C Participant to exceed any limits imposed by, any
applicable Requirement of Law.

          3.8.  Procedure for Issuance of Letter of Credit. The Borrower may
from time to time request that the Issuing Lender issue a Letter of Credit by
delivering to the Issuing Lender at its address for notices specified herein an
Application therefor, completed to the satisfaction of the Issuing Lender, and
such other certificates, documents and other papers and information as the
Issuing Lender may request. Upon receipt of any Application, the Issuing Lender
will notify the Administrative Agent of the amount, the beneficiary and the
requested expiration of the requested Letter of Credit, and upon receipt of
confirmation from the Administrative Agent that after giving effect to the
requested issuance, the Available Revolving Commitments would not be less than
zero, the Issuing Lender will process such Application and the certificates,
documents and other papers and information delivered to it in connection
therewith in accordance with its customary procedures and shall promptly issue
the Letter of Credit requested thereby (but in no event shall the Issuing Lender
be required to issue any Letter of Credit earlier than three Business Days after
its receipt of the Application therefor and all such other certificates,
documents and other papers and information relating thereto) by issuing the
original of such Letter of Credit to the beneficiary thereof or as otherwise may
be agreed to by the Issuing Lender and the Borrower. The Issuing Lender shall
furnish a copy of such Letter of Credit to the Borrower (with a copy to the
Administrative Agent) promptly following the issuance thereof. The Issuing
Lender shall promptly furnish to the Administrative Agent, which shall in turn
promptly furnish to the Lenders, notice of the issuance of each Letter of Credit
(including the amount thereof).

          3.9.  Fees and Other Charges. (a) The Borrower will pay a fee on all
outstanding Letters of Credit at a per annum rate equal to the Applicable Margin
then in effect with respect to Eurodollar Loans under the Revolving Facility,
shared ratably among the Revolving Lenders and payable quarterly in arrears on
each L/C Fee Payment Date after the issuance date of such Letter of Credit. In
addition, the Borrower shall pay to the Issuing Lender for its own account a
fronting fee on the undrawn and unexpired amount of each Letter of Credit as
agreed by the Borrower and the Issuing Lender, payable quarterly in arrears on
each L/C Fee Payment Date after the date of issuance.

          (b)   In addition to the foregoing fees, the Borrower shall pay or
reimburse the Issuing Lender for such normal and customary costs and expenses as
are incurred or charged by the Issuing Lender in issuing, negotiating, effecting
payment under, amending or otherwise administering any Letter of Credit.

          3.10. L/C Participations. (a) The Issuing Lender irrevocably agrees to
grant and hereby grants to each L/C Participant, and, to induce the Issuing
Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably
agrees to accept and purchase and hereby accepts and purchases from the Issuing
Lender, on the terms and conditions set forth below, for such L/C Participant's
own account and risk an undivided interest equal to such L/C Participant's
Revolving Percentage in the Issuing Lender's obligations and rights under and in
respect of each Letter of Credit issued hereunder and the amount of each draft
paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and
irrevocably agrees with the Issuing Lender



                                                                              31

that, if a draft is paid under any Letter of Credit for which the Issuing Lender
is not reimbursed in full by the Borrower in accordance with the terms of this
Agreement, such L/C Participant shall pay to the Administrative Agent upon
demand of the Issuing Lender an amount equal to such L/C Participant's Revolving
Percentage of the amount of such draft, or any part thereof, that is not so
reimbursed. The Administrative Agent shall promptly forward such amounts to the
Issuing Lender.

          (b)   If any amount required to be paid by any L/C Participant to the
Administrative Agent for the account of the Issuing Lender pursuant to Section
3.10(a) in respect of any unreimbursed portion of any payment made by the
Issuing Lender under any Letter of Credit is paid to the Administrative Agent
for the account of the Issuing Lender within three Business Days after the date
such payment is due, such L/C Participant shall pay to the Administrative Agent
for the account of the Issuing Lender on demand an amount equal to the product
of (i) such amount, times (ii) the daily average Federal Funds Effective Rate
during the period from and including the date such payment is required to the
date on which such payment is immediately available to the Issuing Lender, times
(iii) a fraction the numerator of which is the number of days that elapse during
such period and the denominator of which is 360. If any such amount required to
be paid by any L/C Participant pursuant to Section 3.10(a) is not made available
to the Administrative Agent for the account of the Issuing Lender by such L/C
Participant within three Business Days after the date such payment is due, the
Issuing Lender shall be entitled to recover from such L/C Participant, on
demand, such amount with interest thereon calculated from such due date at the
rate per annum applicable to Base Rate Loans under the Revolving Facility. A
certificate of the Issuing Lender submitted to any L/C Participant with respect
to any amounts owing under this Section shall be conclusive in the absence of
manifest error.

          (c)   Whenever, at any time after the Issuing Lender has made payment
under any Letter of Credit and has received from any L/C Participant its pro
rata share of such payment in accordance with Section 3.10(a), the
Administrative Agent or the Issuing Lender receives any payment related to such
Letter of Credit (whether directly from the Borrower or otherwise, including
proceeds of collateral applied thereto by the Issuing Lender), or any payment of
interest on account thereof, the Administrative Agent or the Issuing Lender, as
the case may be, will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by
Administrative Agent or the Issuing Lender, as the case may be, shall be
required to be returned by the Administrative Agent or the Issuing Lender, such
L/C Participant shall return to the Administrative Agent for the account of the
Issuing Lender the portion thereof previously distributed by the Administrative
Agent or the Issuing Lender, as the case may be, to it.

          3.11. Reimbursement Obligation of the Borrower. The Borrower agrees to
reimburse the Issuing Lender no later than three Business Days after the date on
which the Issuing Lender notifies the Borrower of the date and amount of a draft
presented under any Letter of Credit and paid by the Issuing Lender for the
amount of (a) such draft so paid and (b) any taxes, fees, charges or other costs
or expenses incurred by the Issuing Lender in connection with such payment. Each
such payment shall be made to the Issuing Lender at its address for notices
specified herein in lawful money of the United States and in immediately
available funds. Interest shall be payable on any and all amounts remaining
unpaid by the Borrower under this



                                                                              32

Section from the date of the applicable drawing until payment in full at the
rate set forth in (i) until the third Business Day following notice to the
Borrower, Section 4.5(b) and (ii) thereafter, Section 4.5(c). Unless the
Borrower shall otherwise notify the Issuing Lender and the Administrative Agent,
each drawing under any Letter of Credit shall (unless an event of the type
described in clause (i) or (ii) of Section 9(f) shall have occurred and be
continuing with respect to the Borrower, in which case the procedures specified
in Section 3.10 for funding by L/C Participants shall apply) constitute a
request by the Borrower to the Administrative Agent for a borrowing pursuant to
Section 3.2 of Base Rate Loans (or, at the option of the Administrative Agent
and the Swing Line Lender in their sole discretion, a borrowing pursuant to
Section 3.4 of Swing Line Loans) in the amount of such drawing. The Borrowing
Date with respect to such borrowing shall be the first date on which a borrowing
of Revolving Credit Loans (or, if applicable, Swing Line Loans) could be made,
pursuant to Section 3.2 or, if applicable, Section 3.4), if the Administrative
Agent had received a notice of such borrowing at the time the Administrative
Agent receives notice from the relevant Issuing Lender of such drawing under
such Letter of Credit.

          3.12. Obligations Absolute. The Borrower's obligations under Section
3.11 shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment that the Borrower
may have or have had against the Issuing Lender, any beneficiary of a Letter of
Credit or any other Person. The Borrower also agrees with the Issuing Lender
that the Issuing Lender shall not be responsible for, and the Borrower's
Reimbursement Obligations under Section 3.11 shall not be affected by, among
other things, the validity or genuineness of documents or of any endorsements
thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any
beneficiary of any Letter of Credit or any other party to which such Letter of
Credit may be transferred or any claims whatsoever of the Borrower against any
beneficiary of such Letter of Credit or any such transferee. The Issuing Lender
shall not be liable for any error, omission, interruption or delay in
transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions resulting from the gross negligence or willful misconduct of the
Issuing Lender. The Borrower agrees that any action taken or omitted by the
Issuing Lender under or in connection with any Letter of Credit or the related
drafts or documents, if done in the absence of gross negligence or willful
misconduct and in accordance with the standards of care specified in the Uniform
Commercial Code of the State of New York, shall be binding on the Borrower and
shall not result in any liability of the Issuing Lender to the Borrower.

          3.13. Letter of Credit Payments. If any draft shall be presented for
payment under any Letter of Credit, the Issuing Lender shall promptly notify the
Borrower of the date and amount thereof. The responsibility of the Issuing
Lender to the Borrower in connection with any draft presented for payment under
any Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the
documents (including each draft) delivered under such Letter of Credit in
connection with such presentment are substantially in conformity with such
Letter of Credit.

          3.14. Applications. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section 3, the provisions of this Section 3 shall apply.



                                                                              33

               SECTION 4. GENERAL PROVISIONS APPLICABLE TO LOANS
                              AND LETTERS OF CREDIT

          4.1. Optional Prepayments. The Borrower may at any time and from time
to time prepay the Loans, in whole or in part, without premium or penalty, upon
irrevocable notice delivered to the Administrative Agent at least three Business
Days prior thereto in the case of Eurodollar Loans and same day in the case of
Base Rate Loans so long as such notice is received prior to 11:30 A.M., New York
City time, which notice shall specify the date and amount of prepayment and
whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided, that
if a Eurodollar Loan is prepaid on any day other than the last day of the
Interest Period applicable thereto, the Borrower shall also pay any amounts
owing pursuant to Section 4.11. Upon receipt of any such notice the
Administrative Agent shall promptly notify each relevant Lender thereof. If any
such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein, together with (except in the case of
Loans that are Base Rate Loans and Swingline Loans) accrued interest to such
date on the amount prepaid. Partial prepayments of Term Loans and Revolving
Loans shall be in an aggregate principal amount of $1,000,000 or a whole
multiple of $250,000 in excess thereof. Partial prepayments of Swingline Loans
shall be in an aggregate principal amount of $100,000 or a whole multiple
thereof.

          4.2. Mandatory Prepayments and Commitment Reductions. (a) If, after
the Closing Date, any Capital Stock or Indebtedness shall be issued or incurred
by Holdings, the Borrower or any of its Subsidiaries (other than Excluded
Capital Stock and Excluded Indebtedness), an amount equal to 100% of the Net
Cash Proceeds thereof shall be applied on the date of such issuance or
incurrence toward the prepayment of the Term Loans as set forth in Section
4.8(b).

          (b)  If on any date Holdings, the Borrower or any of its Subsidiaries
shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then,
unless a Reinvestment Notice shall be delivered in respect thereof, such Net
Cash Proceeds shall be applied within three Business Days after receipt of such
Net Cash Proceeds toward the prepayment of the Term Loans as set forth in
Section 4.8(b); provided, that, notwithstanding the foregoing, (i) the aggregate
Net Cash Proceeds of Asset Sales that may be excluded from the foregoing
requirement pursuant to a Reinvestment Notice shall not exceed $20,000,000 in
any fiscal year of the Borrower and (ii) on each Reinvestment Prepayment Date,
an amount equal to the Reinvestment Prepayment Amount with respect to the
relevant Reinvestment Event shall be applied toward the prepayment of the Term
Loans as set forth in Section 4.8(b).

          (c)  If, for any fiscal year of the Borrower commencing with the
fiscal year ending on or about December 31, 2002 (which for such fiscal year
ending on or about December 31, 2002 shall include only the period beginning on
or about September 30, 2002 and ending on or about December 31, 2002), there
shall be more than $2,500,000 of Excess Cash Flow, the Borrower shall, on the
relevant Excess Cash Flow Application Date, apply toward the prepayment of the
Term Loans as set forth in Section 4.8(b) an amount equal to: (1) the ECF
Percentage of such Excess Cash Flow minus (2) the aggregate amount of all
prepayments of Revolving Loans and Swingline Loans during such fiscal year to
the extent accompanying permanent optional reductions of the Revolving
Commitments minus (3) the aggregate amount of all optional prepayments of Term
Loans during such fiscal year. Each such prepayment shall



                                                                              34

be made on a date (an "Excess Cash Flow Application Date") no later than five
Business Days after the earlier of (i) the date on which the financial
statements of the Borrower referred to in Section 7.1(a), for the fiscal year
with respect to which such prepayment is made, are required to be delivered to
the Lenders and (ii) the date such financial statements are actually delivered.

          (d)  The application of any prepayment pursuant to Section 4.2 shall
be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each
prepayment of the Loans under Section 4.2 shall be accompanied by accrued
interest to the date of such prepayment on the amount prepaid. Any amounts to be
applied to Eurodollar Loans shall, at the option of the Borrower, be applied to
prepay Eurodollar Loans immediately and/or shall be deposited in the Prepayment
Account (as defined below). The Administrative Agent shall apply any cash
deposited in the Prepayment Account to Eurodollar Loans on the last day of the
Interest Periods therefore (or, at the direction of the Borrower, on any earlier
date) until all outstanding Eurodollar Loans have been prepaid or until all cash
on deposit in the Prepayment Account with respect to such Loans has been
exhausted. So long as no Event of Default shall have occurred and be continuing,
the Administrative Agent shall pay to the Borrower any interest or earnings on
investments (calculated on an aggregate basis and net of any amount deposited in
the Prepayment Account) in the Prepayment Account upon the Borrower's reasonable
request. For purposes of this Agreement, the term "Prepayment Account" shall
mean an account established by the Borrower with the Administrative Agent and
over which the Administrative Agent shall have exclusive dominion and control,
including the right of withdrawal for application in accordance with this
subsection 4.2(d). The Administrative Agent will, at the request of the
Borrower, invest amounts on deposit in the Prepayment Account in Cash
Equivalents that mature prior to the last day of the applicable Interest Periods
of the Eurodollar Loans to be prepaid; provided, that (i) the Administrative
Agent shall not be required to make any investment that, in its sole judgment,
would require or cause the Administrative Agent to be in, or would result in any
violation of any, Requirement of Law and (ii) the Administrative Agent shall
have no obligation to invest amounts on deposit in the Prepayment Account if an
Event of Default shall have occurred and be continuing. The Borrower shall
indemnify the Administrative Agent for any losses relating to the investments so
that the amount available to prepay Eurodollar Loans on the last day of the
applicable Interest Periods therefor is not less than the amount that would have
been available had no investments been made. Other than any interest earned on
such investments, the Prepayment Account shall not bear interest. Interest or
profits, if any, on such investments shall be deposited and reinvested and
disbursed as described above. If the maturity of the Loans has been accelerated
pursuant to Section 9, the Administrative Agent shall first apply all amounts on
deposit in the Prepayment Account to prepay the outstanding Term Loans pro rata
and, then, to prepay any outstanding Revolving Loans. The Borrower hereby grants
to the Administrative Agent, for its benefit and the benefit of the Lenders, a
security interest in the Prepayment Account to secure the Obligations.

          4.3. Conversion and Continuation Options. (a) The Borrower may elect
from time to time to convert Eurodollar Loans to Base Rate Loans by giving the
Administrative Agent at least one Business Days' prior irrevocable notice of
such election, provided, that any such conversion of Eurodollar Loans may only
be made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert Base Rate Loans to Eurodollar Loans by
giving the Administrative Agent at least three Business Days' prior irrevocable
notice of such election (which notice shall specify the length of the initial
Interest



                                                                              35

Period therefor), provided, that no Base Rate Loan under a particular Facility
may be converted into a Eurodollar Loan when any Event of Default has occurred
and is continuing and the Administrative Agent or the Majority Facility Lenders
in respect of such Facility have determined in its or their sole discretion not
to permit such conversions. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof.

          (b)  Any Eurodollar Loan may be continued as such upon the expiration
of the then current Interest Period with respect thereto by the Borrower giving
irrevocable notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in Section 1.1, of
the length of the next Interest Period to be applicable to such Loans, provided,
that no Eurodollar Loan under a particular Facility may be continued as such
when any Event of Default has occurred and is continuing and the Administrative
Agent has or the Majority Facility Lenders in respect of such Facility have
determined in its or their sole discretion not to permit such continuations, and
provided, further, that if the Borrower shall fail to give any required notice
as described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso such Loans shall be automatically converted to
Base Rate Loans on the last day of such then expiring Interest Period. Upon
receipt of any such notice the Administrative Agent shall promptly notify each
relevant Lender thereof.

          4.4. Limitations on Eurodollar Tranches. Notwithstanding anything to
the contrary in this Agreement, all borrowings, conversions and continuations of
Eurodollar Loans hereunder and all selections of Interest Periods hereunder
shall be in such amounts and be made pursuant to such elections so that, (a)
after giving effect thereto, the aggregate principal amount of the Eurodollar
Loans comprising each Eurodollar Tranche shall be equal to $2,500,000 or a whole
multiple of $250,000 in excess thereof and (b) no more than ten Eurodollar
Tranches shall be outstanding at any one time.

          4.5. Interest Rates and Payment Dates. (a) Each Eurodollar Loan shall
bear interest for each day during each Interest Period with respect thereto at a
rate per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin.

          (b)  Each Base Rate Loan shall bear interest at a rate per annum equal
to the Base Rate plus the Applicable Margin.

          (c)  (i) If all or a portion of the principal amount of any Loan or
Reimbursement Obligation shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise and after all applicable grace periods
have elapsed), such overdue amount shall bear interest at a rate per annum equal
to (x) in the case of the Loans, the rate that would otherwise be applicable
thereto pursuant to the foregoing provisions of this Section plus 2% or (y) in
the case of Reimbursement Obligations, the rate applicable to Base Rate Loans
under the Revolving Facility plus 2%, and (ii) if all or a portion of any
interest payable on any Loan or Reimbursement Obligation or any commitment fee
or other amount payable hereunder shall not be paid when due (whether at the
stated maturity, by acceleration or otherwise and after all applicable grace
periods have elapsed), such overdue amount shall bear interest at a rate per
annum equal to the rate then applicable to Base Rate Loans under the relevant
Facility plus 2% (or, in the case of any such other amounts that do not relate
to a particular Facility, the rate then applicable to Base Rate Loans under the
Revolving Facility plus 2%), in each case, with respect



                                                                              36

to clauses (i) and (ii) above, from the date of such non-payment until but
excluding the date such overdue amount is paid in full (as well after as before
judgment).

          (d)  Interest shall be payable in arrears on each Interest Payment
Date, provided, that interest accruing pursuant to paragraph (c) of this Section
shall be payable from time to time on demand.

          4.6. Computation of Interest and Fees. (a) Interest and fees payable
pursuant hereto shall be calculated on the basis of a 360-day year for the
actual days elapsed, except that, with respect to Base Rate Loans the rate of
interest on which is calculated on the basis of the Prime Rate, the interest
thereon shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the relevant Lenders of each determination
of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the Base Rate or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the
Borrower and the relevant Lenders of the effective date and the amount of each
such change in interest rate.

          (b)  Each determination of an interest rate by the Administrative
Agent pursuant to any provision of this Agreement shall be conclusive and
binding on the Borrower and the Lenders in the absence of manifest error. The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 4.5(a).

          4.7. Inability to Determine Interest Rate. If prior to the first day
of any Interest Period:

          (a)  the Administrative Agent shall have determined (which
     determination shall be conclusive and binding upon the Borrower) that, by
     reason of circumstances affecting the relevant market, adequate and
     reasonable means do not exist for ascertaining the Eurodollar Rate for such
     Interest Period, or

          (b)  the Administrative Agent shall have received notice from the
     Majority Facility Lenders in respect of the relevant Facility that the
     Eurodollar Rate determined or to be determined for such Interest Period
     will not adequately and fairly reflect the cost to such Lenders (as
     conclusively certified by such Lenders) of making or maintaining their
     affected Loans during such Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the relevant Lenders as soon as practicable thereafter. If such
notice is given (x) any Eurodollar Loans under the relevant Facility requested
to be made on the first day of such Interest Period shall be made as Base Rate
Loans, (y) any Loans under the relevant Facility that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be
continued as Base Rate Loans and (z) any outstanding Eurodollar Loans under the
relevant Facility shall be converted, on the last day of the then-current
Interest Period, to Base Rate Loans. Until such notice has been withdrawn by the
Administrative Agent, no further Eurodollar Loans under the



                                                                              37

relevant Facility shall be made or continued as such, nor shall the Borrower
have the right to convert Loans under the relevant Facility to Eurodollar Loans.

          4.8. Pro Rata Treatment and Payments. (a) Each borrowing by the
Borrower from the Lenders hereunder, each payment by the Borrower on account of
any commitment fee and any reduction of the Commitments of the Lenders shall be
made pro rata according to the respective Term Percentages, or Revolving
Percentages, as the case may be, of the relevant Lenders.

          (b)  Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Term Loans shall be made pro rata
according to the respective outstanding principal amounts of the Term Loans then
held by the Term Lenders. Amounts repaid or prepaid on account of the Term Loans
may not be reborrowed. The amount of each principal prepayment of the Term Loans
shall be applied to reduce the then remaining installments of the Term Loans pro
rata based upon the then remaining principal amount thereof.

          (c)  Each payment (including each prepayment) by the Borrower on
account of principal of and interest on the Revolving Loans shall be made pro
rata according to the respective outstanding principal amounts of the Revolving
Loans then held by the Revolving Lenders.

          (d)  All payments (including prepayments) to be made by the Borrower
hereunder, whether on account of principal, interest, fees or otherwise, shall
be made without setoff or counterclaim and shall be made prior to 12:00 Noon,
New York City time, on the due date thereof to the Administrative Agent, for the
account of the Lenders, at the Funding Office, in Dollars and in immediately
available funds. The Administrative Agent shall distribute such payments to the
Lenders promptly upon receipt in like funds as received. If any payment
hereunder (other than payments on the Eurodollar Loans) becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day. If any payment on a Eurodollar Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be
extended to the next succeeding Business Day unless the result of such extension
would be to extend such payment into another calendar month, in which event such
payment shall be made on the immediately preceding Business Day. In the case of
any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during
such extension.

          (e)  Unless the Administrative Agent shall have been notified in
writing by any Lender prior to a borrowing that such Lender will not make the
amount that would constitute its share of such borrowing available to the
Administrative Agent, the Administrative Agent may assume that such Lender is
making such amount available to the Administrative Agent, and the Administrative
Agent may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If such amount is not made available to the Administrative
Agent by the required time on the Borrowing Date therefor, such Lender shall pay
to the Administrative Agent, on demand, such amount with interest thereon at a
rate equal to the daily average Federal Funds Effective Rate for the period
until such Lender makes such amount immediately available to the Administrative
Agent. A certificate of the Administrative Agent submitted to any Lender with
respect to any amounts owing under this paragraph shall be conclusive in the
absence of



                                                                              38

manifest error. If such Lender's share of such borrowing is not made available
to the Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall also be entitled to recover such
amount with interest thereon at the rate per annum applicable to Base Rate Loans
under the relevant Facility, on demand, from the Borrower.

          (f)  Unless the Administrative Agent shall have been notified in
writing by the Borrower prior to the date of any payment being made hereunder
that the Borrower will not make such payment to the Administrative Agent, the
Administrative Agent may assume that the Borrower is making such payment, and
the Administrative Agent may, but shall not be required to, in reliance upon
such assumption, make available to the Lenders their respective pro rata shares
of a corresponding amount. If such payment is not made to the Administrative
Agent by the Borrower within three Business Days of such required date, the
Administrative Agent shall be entitled to recover, on demand, from each Lender
to which any amount which was made available pursuant to the preceding sentence,
such amount with interest thereon at the rate per annum equal to the daily
average Federal Funds Effective Rate. Nothing herein shall be deemed to limit
the rights of the Administrative Agent or any Lender against the Borrower.

          4.9. Requirements of Law. (a) If the adoption of or any change in any
Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority made subsequent to
the date hereof:

               (i)   shall subject any Lender to any tax of any kind whatsoever
     with respect to this Agreement, any Letter of Credit, any Application or
     any Eurodollar Loan made by it, or change the basis of taxation of payments
     to such Lender in respect thereof (except for Non-Excluded Taxes covered by
     Section 4.10 and taxes imposed on or measured by the overall net income of
     such Lender by the jurisdiction in which such Lender has its principal
     office or the applicable lending office);

               (ii)  shall impose, modify or hold applicable any reserve,
     special deposit, compulsory loan or similar requirement against assets held
     by, deposits or other liabilities in or for the account of, advances, loans
     or other extensions of credit by, or any other acquisition of funds by, any
     office of such Lender that is not otherwise included in the determination
     of the Eurodollar Rate hereunder; or

               (iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount that such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in
Letters of Credit, or to reduce any amount receivable by such Lender hereunder
in respect thereof, then, in any such case, the Borrower shall within thirty
days after receipt of written notice from such Lender (which shall include the
certificate described in clause (c) below) pay such Lender, any additional
amounts necessary to compensate such Lender for such increased cost or reduced
amount receivable. If any Lender becomes entitled to claim any additional
amounts pursuant to this paragraph, it shall promptly



                                                                              39

notify the Borrower (with a copy to the Administrative Agent) of the event by
reason of which it has become so entitled.

          (b)   If any Lender shall have determined that the adoption of or any
change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof has the effect of reducing the rate
of return on such Lender's or such corporation's capital as a consequence of its
obligations hereunder or under or in respect of any Letter of Credit to a level
below that which such Lender or such corporation could have achieved but for
such adoption, change or compliance (taking into consideration such Lender's or
such corporation's policies with respect to capital adequacy) by an amount
deemed by such Lender to be material, then from time to time, after submission
by such Lender to the Borrower (with a copy to the Administrative Agent) of a
written request therefor (which shall include the certificate described in
clause (c) below), the Borrower shall pay to such Lender within thirty days
after receipt of such notice such additional amount or amounts as will
compensate such Lender for such reduction; provided, that the Borrower shall not
be required to compensate a Lender pursuant to this paragraph for any amounts
incurred more than four months prior to the date that such Lender notifies the
Borrower of such Lender's intention to claim compensation therefor; and
provided, further, that if the circumstances giving rise to such claim have a
retroactive effect, then such four-month period shall be extended to include the
period of such retroactive effect.

          (c)   A certificate as to any additional amounts payable pursuant to
this Section submitted by any Lender to the Borrower with appropriate detail
demonstrating how such amounts were derived (with a copy to the Administrative
Agent) shall be conclusive in the absence of manifest error. The obligations of
the Borrower pursuant to this Section shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.

          4.10. Taxes. (a) All payments made by the Borrower under this
Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes,
levies, imposts, duties, charges, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority, excluding net income taxes and franchise taxes (imposed in lieu of
net income taxes) imposed on any Agent or any Lender as a result of a present or
former connection between such Agent or such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely from
such Agent or such Lender having executed, delivered or performed its
obligations or received a payment under, or enforced, this Agreement or any
other Loan Document). If any such non-excluded taxes, levies, imposts, duties,
charges, fees, deductions or withholdings ("Non-Excluded Taxes") or Other Taxes
are required to be withheld from any amounts payable to any Agent or any Lender
hereunder, the amounts so payable to such Agent or such Lender shall be
increased to the extent necessary to yield to such Agent or such Lender (after
payment of all Non-Excluded Taxes and Other Taxes) interest or any such other
amounts payable hereunder at the rates or in the amounts specified in this
Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable



                                                                              40

to any Lender with respect to any Non-Excluded Taxes (i) that are attributable
to such Lender's failure to comply with the requirements of paragraph (d) or (e)
of this Section or (ii) that are United States withholding taxes imposed on
amounts payable to such Lender at the time the Lender becomes a party to this
Agreement, except to the extent that such Lender's assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph.

          (b)  In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

          (c)  Whenever any Non-Excluded Taxes or Other Taxes are payable by
the Borrower, as promptly as possible thereafter the Borrower shall send to the
Administrative Agent for its own account or for the account of the relevant
Agent or Lender, as the case may be, a certified copy of an original official
receipt received by the Borrower showing payment thereof. If the Borrower fails
to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent the required receipts or
other required documentary evidence, the Borrower shall indemnify the Agents and
the Lenders for any incremental taxes, interest or penalties that may become
payable by any Agent or any Lender as a result of any such failure.

          (d)  Each Lender (or Transferee) that is not a "U.S. Person" as
defined in Section 7701(a)(30) of the Code (a "Non-U.S. Lender") shall deliver
to the Borrower and the Administrative Agent (or, in the case of a Participant,
to the Lender from which the related participation shall have been purchased)
two copies of either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI,
or, in the case of a Non-U.S. Lender claiming exemption from U.S. federal
withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of "portfolio interest", a statement substantially in the form of
Exhibit G and a Form W-8BEN, or any subsequent versions thereof or successors
thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete exemption from, or a reduced rate of, U.S. federal withholding tax on
all payments by the Borrower under this Agreement and the other Loan Documents.
Such forms shall be delivered by each Non-U.S. Lender on or before the date it
becomes a party to this Agreement (or, in the case of any Participant, on or
before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the
obsolescence or invalidity of any form previously delivered by such Non-U.S.
Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it
determines that it is no longer in a position to provide any previously
delivered certificate to the Borrower (or any other form of certification
adopted by the U.S. taxing authorities for such purpose). Notwithstanding any
other provision of this paragraph, a Non-U.S. Lender shall not be required to
deliver any form pursuant to this paragraph that such Non-U.S. Lender is not
legally able to deliver.

          (e) A Lender that is entitled to an exemption from or reduction of
non-U.S. withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to
payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or
reasonably requested by the Borrower, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be
made without



                                                                              41

withholding or at a reduced rate, provided, that such Lender is legally entitled
to complete, execute and deliver such documentation and in such Lender's
reasonable judgment such completion, execution or submission would not
materially prejudice the legal position of such Lender.

          (f)   The agreements in this Section shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

          4.11. Indemnity. The Borrower agrees to indemnify each Lender and to
hold each Lender harmless from any loss (other than loss of profits) or expense
that such Lender may sustain or incur as a consequence of (a) default by the
Borrower in making a borrowing of, conversion into or continuation of Eurodollar
Loans after the Borrower has given a notice requesting the same in accordance
with the provisions of this Agreement, (b) default by the Borrower in making any
prepayment of or conversion from Eurodollar Loans after the Borrower has given a
notice thereof in accordance with the provisions of this Agreement or (c) the
making by the Borrower of a prepayment of Eurodollar Loans on a day that is not
the last day of an Interest Period with respect thereto, provided that any
Lender seeking indemnity pursuant to this Section 4.11 shall have provided
notice to the Borrower of such loss or expense within four months of the
conclusion of the events giving rise to such loss or expense. Such
indemnification may include an amount equal to the excess, if any, of (i) the
amount of interest that would have accrued on the amount so prepaid, or not so
borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included therein, if any)
over (ii) the amount of interest (as reasonably determined by such Lender) that
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank eurodollar
market. A certificate as to any amounts payable pursuant to this Section with
appropriate detail demonstrating how such amounts were derived submitted to the
Borrower by any Lender shall be conclusive in the absence of manifest error.
This covenant shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.

          4.12. Change of Lending Office. Each Lender agrees that, upon the
occurrence of any event giving rise to the operation of Section 4.9, 4.10(a) or
4.15 with respect to such Lender, it will, if requested by the Borrower, use
reasonable efforts (subject to overall policy considerations of such Lender) to
or, if reasonably requested by the Borrower, to file any certificate or document
to, designate another lending office for any Loans affected by such event, in
each case with the object of avoiding the consequences of such event; provided,
that such designation is made on terms that, in the reasonable judgment of such
Lender, cause such Lender and its lending office(s) to suffer no economic, legal
or regulatory disadvantage, and provided, further, that nothing in this Section
shall affect or postpone any of the obligations of any Borrower or the rights of
any Lender pursuant to Section 4.9 or 4.10(a).

          4.13. Replacement of Lenders. The Borrower shall be permitted to
replace any Lender that (a) requests reimbursement for amounts owing pursuant to
Section 4.9 or 4.10(a), (b) defaults in its obligation to make Loans hereunder,
with a replacement financial institution or (c)



                                                                              42

in connection with any proposed amendment, modification, supplement or waiver
with respect to any of the provisions of the Loan Documents as contemplated in
Section 11.1 where such amendment, modification, supplement or waiver has been
approved by the Required Lenders in accordance with such Section, fails to
consent to any such proposed action; provided, that (i) such replacement does
not conflict with any Requirement of Law, (ii) no Event of Default shall have
occurred and be continuing at the time of such replacement, (iii) prior to any
such replacement, such Lender shall have taken no action under Section 4.12 so
as to eliminate the continued need for payment of amounts owing pursuant to
Section 4.9 or 4.10(a), (iv) the replacement financial institution shall
purchase, at par, all Loans and other amounts owing to such replaced Lender on
or prior to the date of replacement, (v) the Borrower shall be liable to such
replaced Lender under Section 4.11 if any Eurodollar Loan owing to such replaced
Lender shall be purchased other than on the last day of the Interest Period
relating thereto, (vi) the replacement financial institution, if not already a
Lender, shall be reasonably satisfactory to the Administrative Agent, (vii) the
replaced Lender shall be obligated to make such replacement in accordance with
the provisions of Section 11.6 (provided that the Borrower shall be obligated to
pay the registration and processing fee referred to therein), (viii) until such
time as such replacement shall be consummated, the Borrower shall pay all
additional amounts (if any) required pursuant to Section 4.9 or 4.10(a), as the
case may be, and (ix) any such replacement shall not be deemed to be a waiver of
any rights that the Borrower, the Administrative Agent or any other Lender shall
have against the replaced Lender.

          4.14. Evidence of Debt. (a) Each Lender shall maintain in accordance
with its usual practice an account or accounts evidencing indebtedness of the
Borrower to such Lender resulting from each Loan of such Lender from time to
time, including the amounts of principal and interest payable and paid to such
Lender from time to time under this Agreement.

          (b)   The Administrative Agent, on behalf of the Borrower, shall
maintain the Register pursuant to Section 11.6(d), and a subaccount therein for
each Lender, in which shall be recorded (i) the amount of each Loan made
hereunder and any Note evidencing such Loan, the Type of such Loan and each
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) both the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender's share thereof.

          (c)  The entries made in the Register and the accounts of each Lender
maintained pursuant to Section 4.14(a) shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans made to
the Borrower by such Lender in accordance with the terms of this Agreement.

          (d)  The Borrower agrees that, upon the request to the Administrative
Agent by any Lender, the Borrower will execute and deliver to such Lender a
promissory note of the Borrower evidencing any Term Loans, Revolving Loans or
Swing Line Loans, as the case may be, of such Lender, substantially in the forms
of Exhibit H-1, H-2 or H-3, respectively, with appropriate insertions as to date
and principal amount.



                                                                              43

          4.15. Illegality. Notwithstanding any other provision herein, if the
adoption of or any change in any Requirement of Law or in the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert Base Rate Loans to Eurodollar Loans shall forthwith be suspended until
such time as it shall no longer be unlawful for such Lender to make or maintain
Eurodollar Loans and (b) such Lender's Loans then outstanding as Eurodollar
Loans, if any, shall be converted automatically to Base Rate Loans on the
respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law. If any such conversion
of a Eurodollar Loan occurs on a day which is not the last day of the then
current Interest Period with respect thereto, the Borrower shall pay to such
Lender such amounts, if any, as may be required pursuant to Section 4.11.

                   SECTION 5. REPRESENTATIONS AND WARRANTIES

          To induce the Agents and the Lenders to enter into this Agreement and
to make the Loans and issue or participate in the Letters of Credit, Holdings
and the Borrower hereby jointly and severally represent and warrant to each
Agent and each Lender that:

          5.1.  Financial Condition. (a) The unaudited pro forma consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at March 30,
2002, (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of
which have heretofore been furnished to each Lender, has been prepared giving
effect (as if such events had occurred on such date) to (i) the consummation of
the Share Exchange, (ii) the Loans to be made and the Senior Subordinated Notes
to be issued on the Closing Date and the use of proceeds thereof and (iii) the
payment of costs, fees and expenses in connection with the foregoing. The Pro
Forma Balance Sheet has been prepared in good faith by the Borrower based on the
assumptions used to prepare the pro forma financial information in the
Confidential Information Memorandum (which assumptions are believed by the
Borrower on the delivery date to be reasonable), and presents fairly in all
material respects on a pro forma basis the estimated financial position of
Borrower and its consolidated Subsidiaries as at March 30, 2002, assuming that
the events specified in the preceding sentence had actually occurred at such
date.

          (b)   The audited consolidated balance sheets of the Borrower as at
December 29, 2001, December 30, 2000 and January 1, 2000, and the related
consolidated statements of earnings and of cash flows for the fiscal years ended
on such dates, reported on by and accompanied by an unqualified report from
Deloitte & Touche LLP, present fairly in all material respects the consolidated
financial condition of the Borrower as at such date, and the consolidated
results of its operations and its consolidated cash flows for the respective
fiscal years then ended. The unaudited consolidated balance sheet of the
Borrower as at March 30, 2002, and the related unaudited consolidated statements
of earnings and cash flows for the three-month period ended on such date,
present fairly in all material respects the consolidated financial condition of
the Borrower as at such date, and the consolidated results of its operations and
its consolidated cash flows for the three-month period then ended (subject to
normal year-end audit adjustments and the absence of footnotes). All such
financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP applied consistently throughout the
periods involved (except as approved by the aforementioned firm of accountants



                                                                              44

and disclosed therein). Holdings, the Borrower and its Subsidiaries do not have
any material Guarantee Obligations, contingent liabilities and liabilities for
taxes, or any long-term leases or unusual forward or long-term commitments,
including any interest rate or foreign currency swap or exchange transaction or
other obligation in respect of derivatives, that are not reflected in the most
recent audited financial statements referred to in this paragraph or delivered
pursuant to Section 7.1 or reflected in the Borrower's most recent quarterly
financial statements delivered pursuant to Section 7.1. During the period from
December 29, 2001 to and including the date hereof there has been no Disposition
by the Borrower of any material part of its business or property.

          5.2. No Change. Since December 29, 2001, there has been no development
or event that has had or could reasonably be expected to have a Material Adverse
Effect.

          5.3. Corporate Existence; Compliance with Law. Each of Holdings, the
Borrower and its Subsidiaries (a) is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) has
the corporate power and authority, and the legal right, to own and operate its
material property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged, (c) is duly qualified as a
foreign corporation (or other entity) and in good standing under the laws of
each jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification, except where the failure to
be so qualified could not reasonably be expected to have a Material Adverse
Effect and (d) is in compliance with all Requirements of Law except to the
extent that the failure to comply therewith could not, in the aggregate,
reasonably be expected to have a Material Adverse Effect.

          5.4. Corporate Power; Authorization; Enforceable Obligations. Each
Loan Party has the corporate power and authority, and the legal right, to make,
deliver and perform the Loan Documents to which it is a party and, in the case
of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has
taken all necessary corporate (or other) action to authorize the execution,
delivery and performance of the Loan Documents to which it is a party and, in
the case of the Borrower, to authorize the extensions of credit on the terms and
conditions of this Agreement. No consent or authorization of, filing with,
notice to or other act by or in respect of, any Governmental Authority or any
other Person is required to be obtained by a Loan Party in connection with the
Transaction, the continuing operations of Holdings, the Borrower and its
Subsidiaries and the extensions of credit hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or any of
the Loan Documents, except (i) consents, authorizations, filings and notices,
which have been obtained or made and are in full force and effect, (ii) the
filings referred to in Section 5.19 and (iii) those consents, authorizations,
filings and notices, the failure of which to make or obtain would not reasonably
be expected to have a Material Adverse Effect. Each Loan Document has been duly
executed and delivered on behalf of each Loan Party party thereto. This
Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party party
thereto, enforceable against each such Loan Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).



                                                                              45

          5.5.  No Legal Bar. The execution, delivery and performance of this
Agreement and the other Loan Documents, the issuance of Letters of Credit, the
borrowings hereunder and the use of the proceeds thereof (i) will not violate
any Requirement of Law or any Contractual Obligation of Holdings, the Borrower
or any of its Subsidiaries and (ii) will not result in, or require, the creation
or imposition of any Lien on any of their respective properties or revenues
pursuant to any Requirement of Law or any such Contractual Obligation (other
than the Liens created by the Security Documents). No Requirement of Law or
Contractual Obligation applicable to the Borrower or any of its Subsidiaries
could reasonably be expected to have a Material Adverse Effect.

          5.6.  Litigation. Except as set forth on Schedule 5.6, no litigation,
investigation or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of Holdings or the Borrower,
threatened by or against Holdings, the Borrower or any of its Subsidiaries or
against any of their respective properties or revenues (a) with respect to any
of the Loan Documents or any of the transactions contemplated hereby or thereby,
or (b) if reasonably likely to be adversely determined or settled, and is
adversely determined or settled, could reasonably be expected to have a Material
Adverse Effect.

          5.7.  No Default. Neither Holdings, the Borrower nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect that could reasonably be expected to have a Material
Adverse Effect.

          5.8.  Ownership of Property; Liens. Each of Holdings, the Borrower and
its Subsidiaries has title in fee simple to, or a valid leasehold interest in,
all its real property, and good title to, or a valid leasehold interest in, all
its other material property used in its business as currently conducted, and
none of such property is subject to any Lien except as permitted by Section 8.3.

          5.9.  Intellectual Property. Except as could not reasonably be
expected to have a Material Adverse Effect, (a) Holdings, the Borrower and each
of its Subsidiaries owns, or is licensed to use, all Intellectual Property
necessary for the conduct of its business as and where the same is currently
conducted; (b) no material claim has been asserted and is pending by any Person
challenging or questioning the use of any Intellectual Property or the validity
or effectiveness of any Intellectual Property with respect to the conduct of its
business as and where the same is currently conducted, nor does Holdings or the
Borrower know of any valid basis for any such claim and (c) the use of
Intellectual Property by Holdings, the Borrower and its Subsidiaries does not
infringe on the rights of any Person in any material respect.

          5.10. Taxes. Each of Holdings, the Borrower and each of its
Subsidiaries has filed or caused to be filed all Federal, state and other
material tax returns that are required to be filed and has paid all taxes shown
to be due and payable on said returns or on any assessments made against it or
any of its property and all other taxes, fees or other charges imposed on it or
any of its property by any Governmental Authority (other than any the amount or
validity of that are (i) currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have been
provided on the books of Holdings, the Borrower or its Subsidiaries, as the case
may be or (ii) could not reasonably be expected to have a Material Adverse
Effect).



                                                                              46

          5.11. Federal Regulations. No part of the proceeds of any Loans, and
no other extensions of credit hereunder, will be used for "buying" or "carrying"
any "margin stock" within the respective meanings of each of the quoted terms
under Regulation U as now and from time to time hereafter in effect. If
requested by the Administrative Agent, the Borrower will furnish to the
Administrative Agent a statement to the foregoing effect in conformity with the
requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in
Regulation U.

          5.12. Labor Matters. Except as, in the aggregate, could not reasonably
be expected to have a Material Adverse Effect: (a) there are no strikes or other
labor disputes against Holdings, the Borrower or any of its Subsidiaries pending
or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked
by and payment made to employees of Holdings, the Borrower and its Subsidiaries
have not been in violation of the Fair Labor Standards Act or any other
applicable Requirement of Law dealing with such matters; and (c) all payments
due from Holdings, the Borrower or any of its Subsidiaries on account of
employee health and welfare insurance have been paid or accrued as a liability
on the books of Holdings, the Borrower or the relevant Subsidiary.

          5.13. ERISA. Neither a Reportable Event nor an "accumulated funding
deficiency" (within the meaning of Section 412 of the Code or Section 302 of
ERISA) has occurred during the five-year period prior to the date on which this
representation is made or deemed made with respect to any Plan, and each Plan
has complied in all material respects with the applicable provisions of ERISA
and the Code. No termination of a Single Employer Plan has occurred for which
all liabilities thereunder have not been satisfied, and no Lien in favor of the
PBGC or a Plan has arisen, during such five-year period. The present value of
all accrued benefits under each Single Employer Plan (based on those assumptions
used to fund such Plans) did not, as of the last annual valuation date prior to
the date on which this representation is made or deemed made, exceed the value
of the assets of such Plan allocable to such accrued benefits by an amount
which, when aggregated with such amount for all such underfunded Plans, could be
reasonably expected to have a Material Adverse Effect. Neither the Borrower nor
any Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan that has resulted or could reasonably be expected to result
in a material liability under ERISA, and, to the knowledge of the Borrower,
neither the Borrower nor any Commonly Controlled Entity would become subject to
any liability under ERISA that would reasonably be expected to have a Material
Adverse Effect if the Borrower or any such Commonly Controlled Entity were to
withdraw completely from all Multiemployer Plans as of the valuation date most
closely preceding the date on which this representation is made or deemed made.
No such Multiemployer Plan is in Reorganization or Insolvent.

          5.14. Investment Company Act; Other Regulations. No Loan Party is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. No Loan
Party is subject to regulation under any Requirement of Law (other than
Regulation X of the Board) that limits its ability to incur Indebtedness.

          5.15. Subsidiaries. Except as disclosed to the Administrative Agent by
the Borrower in writing from time to time after the Closing Date, as of the
Closing Date (a) Schedule 5.15 sets forth the name and jurisdiction of
incorporation of each Subsidiary of Holdings and, as



                                                                              47

to each such Subsidiary, the percentage of each class of Capital Stock owned by
any Loan Party and (b) there are no outstanding subscriptions, options,
warrants, calls, rights or other agreements or commitments (other than stock
options granted to employees or directors and directors' qualifying shares) of
any nature relating to any Capital Stock of the Borrower or any Subsidiary,
except as created by the Loan Documents.

          5.16. Use of Proceeds. The proceeds of the Term Loans shall be used to
finance a portion of the Transaction and to pay related costs, fees and
expenses. The proceeds of the Revolving Loans shall be used to finance a portion
of the Transaction and to pay related costs, fees and expenses and, following
the consummation of the Transaction, shall be used, together with the proceeds
of the Swingline Loans, and the Letters of Credit, for general corporate and
working capital purposes (including, but not limited to, Capital Expenditures).

          5.17. Environmental Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect:

          (a)   the facilities and properties owned, leased or operated by
     Holdings, the Borrower or any of its Subsidiaries (the "Properties") do not
     contain, and have not previously contained, any Materials of Environmental
     Concern in amounts or concentrations or under circumstances that constitute
     or constituted a violation of, or could give rise to liability under, any
     Environmental Law;

          (b)   neither Holdings, the Borrower nor any of its Subsidiaries has
     received or is aware of any notice of violation, alleged violation,
     non-compliance, liability or potential liability regarding environmental
     matters or compliance with Environmental Laws with regard to any of the
     Properties or the business operated by Holdings, the Borrower or any of its
     Subsidiaries (the "Business"), nor does Holdings or the Borrower have
     knowledge or reason to believe that any such notice will be received or is
     being threatened;

          (c)   Materials of Environmental Concern have not been transported or
     disposed of from the Properties in violation of, or in a manner or to a
     location that could give rise to liability under, any Environmental Law,
     nor have any Materials of Environmental Concern been generated, treated,
     stored or disposed of at, on or under any of the Properties in violation
     of, or in a manner that could give rise to liability under, any applicable
     Environmental Law;

          (d)   no judicial proceeding or governmental or administrative action
     is pending or, to the knowledge of Holdings and the Borrower, threatened,
     under any Environmental Law to which Holdings, the Borrower or any
     Subsidiary is or will be named as a party with respect to the Properties or
     the Business, nor are there any consent decrees or other decrees, consent
     orders, administrative orders or other orders, or other administrative or
     judicial requirements outstanding under any Environmental Law with respect
     to the Properties or the Business;

          (e)   there has been no release or threat of release of Materials of
     Environmental Concern at or from the Properties, or arising from or related
     to the



                                                                              48

     operations of Holdings, the Borrower or any Subsidiary in connection with
     the Properties or otherwise in connection with the Business, in violation
     of or in amounts or in a manner that could give rise to liability under
     Environmental Laws;

          (f)   the Properties and all operations at the Properties are in
     compliance, and have in the last five years been in compliance, with all
     applicable Environmental Laws, and there is no contamination at, under or
     about the Properties or violation of any Environmental Law with respect to
     the Properties or the Business; and

          (g)   neither Holdings, the Borrower nor any of its Subsidiaries has
     assumed any liability of any other Person under Environmental Laws.

          5.18. Accuracy of Information, etc. No statement or information
contained in this Agreement, any other Loan Document, the Confidential
Information Memorandum or any other document or certificate (excluding any
projections, pro forma financial information or estimates) furnished by or on
behalf of any Loan Party to the Administrative Agent or the Lenders, or any of
them, for use in connection with the transactions contemplated by this Agreement
or the other Loan Documents (as modified or supplemented by other information
furnished, including information contained in the prospectus for the Senior
Subordinated Notes), when taken as a whole, contained as of the date such
information, document or certificate was so furnished (or, in the case of
information relating to the Share Exchange, the Senior Subordinated Notes or the
Confidential Information Memorandum, as of the date of this Agreement), any
untrue statement of a material fact or omitted to state a material fact
necessary to make the statements contained herein or therein not materially
misleading. The projections, pro forma financial information and estimates
contained in the materials referenced above are based upon good faith estimates
and assumptions believed by management of the Borrower to be reasonable at the
time made, it being recognized by the Administrative Agent and the Lenders that
such financial information as it relates to future events is not to be viewed as
fact and that actual results during the period or periods covered by such
financial information may differ from the projected results set forth therein by
a material amount.

          5.19. Security Documents. (a) The Guarantee and Collateral Agreement
is effective to create in favor of the Administrative Agent, for the benefit of
the Lenders, a legal, valid and enforceable security interest in the Collateral
described therein and proceeds thereof, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditor's rights generally and by general
equitable principles (whether such enforcement is sought in a proceeding at law
or in equity). In the case of the Pledged Stock described in the Guarantee and
Collateral Agreement, when certificates representing such Pledged Stock are
delivered to the Administrative Agent together with the necessary endorsements,
and in the case of the other Collateral described in the Guarantee and
Collateral Agreement (to the extent that a security interest in such other
Collateral can be perfected by filing), when financing statements and other
filings specified on Schedule 5.19(a) in appropriate form are filed in the
offices specified on Schedule 5.19(a) and all applicable fees have been paid,
the Guarantee and Collateral Agreement shall constitute a fully perfected Lien
on, and security interest in, all right, title and interest of the Loan Parties
in such Collateral and the proceeds thereof, as security for the Obligations (as
defined in the Guarantee and Collateral Agreement) (to the extent that a
security interest in such other Collateral can be



                                                                              49

perfected by filing), in each case prior and superior in right to any other
Person (except, in the case of Collateral other than Pledged Stock, Liens
permitted by Section 8.3).

          (b)   Each of the Mortgages is effective to create in favor of the
Administrative Agent, for the benefit of the Lenders, a legal, valid and
enforceable Lien on the Mortgaged Properties described therein and proceeds
thereof, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditor's rights generally and by general equitable principals (whether such
enforcement is sought in a proceeding at law or in equity), and when the
Mortgages are filed in the offices specified on Schedule 5.19(b) and all
applicable fees have been paid, each such Mortgage shall constitute a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in the Mortgaged Properties and the proceeds thereof, as
security for the Obligations (as defined in the relevant Mortgage), in each case
prior and superior in right to any other Person (except Liens permitted by
Section 8.3). Schedule 1.1B lists each parcel of real property in the United
States owned in fee simple by the Borrower or any of its Subsidiaries as of the
Closing Date.

          5.20. Solvency. The Borrower and its Subsidiaries, taken as a whole,
immediately after giving effect to the Share Exchange and the incurrence of all
Indebtedness and obligations being incurred in connection herewith and therewith
will be and will continue to be, Solvent.

          5.21. Senior Indebtedness. The Obligations constitute "Senior Debt"
and the Indebtedness hereunder constitutes "Designated Senior Debt" of the
Borrower under and as defined in the Senior Subordinated Note Indenture.

          5.22. Regulation H. No Mortgage encumbers improved real property that
is located in an area that has been identified by the Secretary of Housing and
Urban Development as an area having special flood hazards and in which flood
insurance has not been made available under the National Flood Insurance Act of
1968, except as identified on Schedule 1.1B.

          5.23. Certain Documents. The Borrower has delivered to the
Administrative Agent a complete and correct copy of the material Share Exchange
Documentation and the Senior Subordinated Note Indenture, including any
amendments, supplements or modifications with respect to any of the foregoing.

                         SECTION 6. CONDITIONS PRECEDENT

          6.1.  Conditions to Initial Extension of Credit. The agreement of each
Lender to make the initial extension of credit requested to be made by it is
subject to the satisfaction or waiver (in accordance with Section 11.1), prior
to or concurrently with the making of such extension of credit on the Closing
Date, of the following conditions precedent:

          (a)   Credit Agreement; Guarantee and Collateral Agreement. The
     Administrative Agent shall have received (i) this Agreement, executed and
     delivered by each Agent, Holdings, the Borrower and each Person listed on
     Schedule 1.1A, (ii) the Guarantee and Collateral Agreement, executed and
     delivered by Holdings, the Borrower and each Subsidiary Guarantor and (iii)
     an Acknowledgment and Consent in the form



                                                                              50

     attached to the Guarantee and Collateral Agreement, executed and delivered
     by each Issuer (as defined therein), if any, that is not a Loan Party.

          In the event that this Agreement has not been duly executed and
     delivered by each Person listed on Schedule 1.1A on the date scheduled to
     be the Closing Date, the condition referred to in clause (i) above shall
     nevertheless be deemed satisfied if on such date the Borrower and the
     Administrative Agent shall have designated one or more Persons (the
     "Designated Lenders") to assume, in the aggregate, all of the Commitments
     that would have been held by the Persons listed on Schedule 1.1A (the
     "Non-Executing Persons") which have not so executed and delivered this
     Agreement (subject to each such Designated Lender's consent and its
     execution and delivery of this Agreement). Schedule 1.1A shall
     automatically be deemed to be amended to reflect the respective Commitments
     of the Designated Lenders and the omission of the Non-Executing Persons as
     Lenders hereunder.

          (b)   Share Exchange, etc. The following conditions shall have been
     satisfied:

          (i)   the Share Exchange shall have been consummated in all material
     respects in accordance with (A) the terms of the Share Exchange
     Documentation and (B) all Requirements of Law for aggregate consideration
     (including the refinancing of debt of the Borrower and the payment of
     costs, fees and expenses) not exceeding $783,500,000 and no material
     provision of the Share Exchange Documentation shall have been amended,
     waived or otherwise modified without the prior written consent of the Lead
     Agents and the Required Lenders in any material respect;

          (ii)  Holdings shall have received at least $314,500,000 from the
     proceeds of Equity issued by Holdings to the Equity Investors on terms and
     conditions reasonably satisfactory to the Lead Agents; provided, that WSP
     shall hold at least 60% of such Equity, and such proceeds shall have been
     used as consideration for the Share Exchange;

          (iii) the Borrower shall have received at least $200,000,000 in gross
     cash proceeds from the issuance by the Borrower of the Senior Subordinated
     Notes in a public offering or Rule 144A private placement on terms and
     conditions reasonably satisfactory to the Lead Agents;

          (iv)  the Lead Agents shall have received reasonably satisfactory
     evidence that the costs, fees and expenses to be incurred in connection
     with the Transaction and the financing thereof shall not exceed $24,000,000
     without the prior written consent of the Lead Agents; and

          (v)  (A) the Lead Agents shall have received reasonably satisfactory
     evidence that substantially all of the existing Indebtedness of the
     Borrower (including outstanding Hedge Agreements) and its Subsidiaries
     shall have been terminated and all amounts thereunder shall have been paid
     in full in connection with the Transaction, other than the Indebtedness
     permitted by Section 8.2(d) and (B) reasonably satisfactory arrangements
     shall have been made for the termination of all Liens granted in connection
     therewith.



                                                                              51

          (c)  Pro Forma Balance Sheet and Income Statements; Financial
     Statements. The Lenders shall have received and the Lead Agents shall be
     reasonably satisfied with each of the financial statements described in
     Section 5.1.

          (d)  Financial Condition. (i) Consolidated EBITDA (calculated in
     accordance with Regulation S-X and giving effect to certain other
     non-recurring adjustments acceptable to the Lead Agents) for the twelve
     month period ended March 30, 2002, as determined on a pro forma basis shall
     be at least $110,000,000 and the Borrower shall provide support for such
     calculation of a nature that is reasonably satisfactory to the Lead Agents
     (and, in any event, in conformity with Regulation S-X), (ii) the
     Consolidated Leverage Ratio (calculated in accordance with Regulation S-X
     and giving effect to certain other non-recurring adjustments acceptable to
     the Lead Agents) as determined from the Pro Forma Balance Sheet shall not
     exceed 4.0 to 1.0 and (iii) the Lead Agents shall have received and shall
     be reasonably satisfied with a certificate of a Responsible Officer which
     shall certify the foregoing calculations.

          (e)  Approvals. The Lead Agents shall have received a certificate,
     certified by a Responsible Officer, to the effect that no consent or
     authorization of, filing with, notice to or other act by or in respect of,
     any Governmental Authority or any other Person is required to be obtained
     by a Loan Party in connection with the Transaction, the continuing
     operations of Holdings, the Borrower and its Subsidiaries and the
     extensions of credit hereunder or with the execution, delivery,
     performance, validity or enforceability of this Agreement or any of the
     Loan Documents, except (i) consents, authorizations, filings and notices,
     which have been obtained or made and are in full force and effect and are
     attached to such certificate of such Responsible Officer as an exhibit,
     (ii) the filings referred to in Section 5.19 and (iii) those consents,
     authorizations, filings and notices, the failure of which to make or obtain
     would not reasonably be expected to have a Material Adverse Effect.

          (f)  Lien Searches. The Administrative Agent shall have received the
     results of a recent lien search in each of the jurisdictions where assets
     of the Loan Parties are located, and such search shall reveal no liens on
     any of the assets of the Loan Parties except for liens permitted by Section
     8.3 or discharged on or prior to the Closing Date pursuant to documentation
     reasonably satisfactory to the Administrative Agent.

          (g)  Fees. The Lenders and the Agents shall have received all fees
     required to be paid, and all expenses payable hereunder for which invoices
     have been presented (including the reasonable fees and expenses of legal
     counsel), on or before the Closing Date. All such amounts will be paid with
     proceeds of Loans made on the Closing Date and will be reflected in the
     funding instructions given by the Borrower to the Administrative Agent on
     or before the Closing Date.

          (h)  Closing Certificate. The Administrative Agent shall have received
     a certificate of each Loan Party, dated the Closing Date, substantially in
     the form of Exhibit C, with appropriate insertions and attachments.



                                                                              52

          (i)  Legal Opinions. Each of the Lenders shall have received the
     following executed legal opinions:

               (i)   the legal opinion of Kirkland & Ellis, counsel to the
     Borrower and its Subsidiaries, substantially in the form of Exhibit F-1;

               (ii)  the legal opinion of Whyte Hirschboeck Dudek S.C. and
     Vorys, Sater, Seymour & Pease LLP local counsel of the Borrower and certain
     of its Subsidiaries, substantially in the form of Exhibit F-2;

               (iii) to the extent consented to by the relevant counsel, each
     legal opinion, if any, delivered in connection with the Share Exchange
     Agreement, accompanied by a reliance letter in favor of the Lenders; and

               (iv)  the legal opinion of local counsel in Indiana and of such
     other special and local counsel as may be required by the Administrative
     Agent.

Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Administrative Agent may
reasonably require.

          (j)  Pledged Stock; Stock Powers; Pledged Notes. The Administrative
     Agent shall have received (i) the certificates representing the shares of
     Capital Stock pledged pursuant to the Guarantee and Collateral Agreement,
     together with an undated stock power for each such certificate executed in
     blank by a duly authorized officer of the pledgor thereof and (ii) each
     promissory note (if any) pledged to the Administrative Agent pursuant to
     the Guarantee and Collateral Agreement endorsed (without recourse) in blank
     (or accompanied by an executed transfer form in blank) by the pledgor
     thereof.

          (k)  Filings, Registrations and Recordings. Each document (including
     any Uniform Commercial Code financing statement) required by the Security
     Documents or under law to be filed, registered or recorded in order to
     create in favor of the Administrative Agent, for the benefit of the
     Lenders, a perfected Lien on the Collateral described therein, prior and
     superior in right to any other Person (other than with respect to Liens
     expressly permitted by Section 8.3), shall be in proper form for filing,
     registration or recordation.

          (l)  Mortgages, etc. (i) The Administrative Agent shall have received
     a Mortgage with respect to each Mortgaged Property, executed and delivered
     by a duly authorized officer of each party thereto.

          (ii) The Administrative Agent shall have received, and the title
     insurance company issuing the policy referred to in clause (iii) below (the
     "Title Insurance Company") shall have received, maps or plats of an
     as-built survey of the sites of the Mortgaged Properties certified to the
     Administrative Agent and the Title Insurance Company in a manner
     satisfactory to them, dated a date satisfactory to the Administrative Agent
     and the Title Insurance Company by an independent professional licensed
     land surveyor satisfactory to the Administrative Agent and the Title
     Insurance Company, which maps or plats and the surveys on which they are
     based shall be made in accordance



                                                                              53

     with the Minimum Standard Detail Requirements for Urban Land Title Surveys
     jointly established and adopted by the American Land Title Association and
     the American Congress on Surveying and Mapping in 1999, and, without
     limiting the generality of the foregoing, there shall be surveyed and shown
     on such maps, plats or surveys the following: (A) the locations on such
     sites of all the buildings, structures and other improvements and the
     established building setback lines; (B) the lines of streets abutting the
     sites and width thereof; (C) all access and other easements appurtenant to
     the sites; (D) all roadways, paths, driveways, easements, encroachments and
     overhanging projections and similar encumbrances affecting the site,
     whether recorded, apparent from a physical inspection of the sites or
     otherwise known to the surveyor; (E) any encroachments on any adjoining
     property by the building structures and improvements on the sites; and (F)
     if the site is described as being on a filed map, a legend relating the
     survey to said map.

          (iii) The Administrative Agent shall have received in respect of each
     Mortgaged Property a mortgagee's title insurance policy (or policies) or
     marked up unconditional binder for such insurance. Each such policy shall
     (A) be in an amount satisfactory to the Administrative Agent; (B) be issued
     at ordinary rates; (C) insure that the Mortgage insured thereby creates a
     valid first Lien on such Mortgaged Property free and clear of all defects
     and encumbrances, except as disclosed therein and acceptable to the
     Administrative Agent; (D) name the Administrative Agent for the benefit of
     the Lenders as the insured thereunder; (E) be in the form of ALTA Loan
     Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies); (F)
     contain such endorsements and affirmative coverage as the Administrative
     Agent may reasonably request and (G) be issued by title companies
     satisfactory to the Administrative Agent (including any such title
     companies acting as co-insurers or reinsurers, at the option of the
     Administrative Agent). The Administrative Agent shall have received
     evidence satisfactory to it that all premiums in respect of each such
     policy, all charges for mortgage recording tax, and all related expenses,
     if any, have been paid.

          (iv)  If requested by the Administrative Agent, the Administrative
     Agent shall have received (A) a policy of flood insurance that (1) covers
     any parcel of improved real property that is encumbered by any Mortgage,
     (2) is written in an amount not less than the outstanding principal amount
     of the indebtedness secured by such Mortgage that is reasonably allocable
     to such real property or the maximum limit of coverage made available with
     respect to the particular type of property under the National Flood
     Insurance Act of 1968, whichever is less, and (3) has a term ending not
     later than the maturity of the Indebtedness secured by such Mortgage and
     (B) confirmation that the Borrower has received the notice required
     pursuant to Section 208(e)(3) of Regulation H of the Board.

          (v)   The Administrative Agent shall have received a copy of all
     recorded documents referred to, or listed as exceptions to title in, the
     title policy or policies referred to in clause (iii) above and a copy of
     all other material documents affecting the Mortgaged Properties.



                                                                              54

          (m)  Insurance. The Administrative Agent shall have received insurance
     certificates satisfying the requirements of Section 5.3(b) of the Guarantee
     and Collateral Agreement.

          (n)  Employment Agreement. The Lead Agents shall have received the
     employment agreement of Robert Mariano.

          (o)  Perfection Certificate. The Administrative Agent shall have
     received a perfection certificate from the Borrower satisfactory to the
     Administrative Agent.

          6.2. Conditions to Each Extension of Credit. The agreement of each
Lender to make any extension of credit requested to be made by it on any date
(including its initial extension of credit) is subject to the satisfaction or
waiver (in accordance with Section 11.1) of the following conditions precedent:

          (a)  Representations and Warranties. Each of the representations and
     warranties made by any Loan Party in or pursuant to the Loan Documents
     shall be true and correct in all material respects on and as of such date
     as if made on and as of such date, except for representations and
     warranties expressly stated to relate to a specific earlier date, in which
     case such representations and warranties shall be true and correct in all
     material respects as of such earlier date.

          (b)  No Default. No Default or Event of Default shall have occurred
     and be continuing on such date or after giving effect to the extensions of
     credit requested to be made on such date.

Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower
hereunder shall constitute a representation and warranty by the Borrower as of
the date of such extension of credit that the conditions contained in this
Section 6.2 have been satisfied.

                        SECTION 7. AFFIRMATIVE COVENANTS

          Holdings and the Borrower hereby jointly and severally agree that, so
long as the Commitments remain in effect, any Letter of Credit remains
outstanding (unless collateralized on terms and conditions satisfactory to the
Issuing Lender following the termination of the Commitments and the repayment of
all amounts due and payable under the Loan Documents) or any Loan or other
amount (excluding contingent indemnification obligations or obligations with
respect to Specified Hedge Agreements) is owing to any Lender or Agent
hereunder, each of Holdings and the Borrower shall and shall cause each of its
Subsidiaries to:

          7.1. Financial Statements. Furnish to the Administrative Agent for
further delivery to each Lender:

          (a)  as soon as available, but in any event within 90 days after the
     end of each fiscal year of the Borrower, a copy of the audited consolidated
     balance sheet of the Borrower and its consolidated Subsidiaries as at the
     end of such year and the related audited consolidated statements of
     earnings and of cash flows for such year, setting forth in each case in
     comparative form the figures for the previous year, reported on without a



                                                                              55

     "going concern" or like qualification or exception, or qualification
     arising out of the scope of the audit, by Deloitte & Touche LLP or other
     independent certified public accountants of nationally recognized standing;
     and

          (b)  as soon as available, but in any event not later than 45 days
     after the end of each of the first three quarterly periods of each fiscal
     year of the Borrower, the unaudited consolidated balance sheet of the
     Borrower and its consolidated Subsidiaries as at the end of such quarter
     and the related unaudited consolidated statements of earnings and of cash
     flows for such quarter and the portion of the fiscal year through the end
     of such quarter, setting forth in each case in comparative form the figures
     for the previous year, certified by a Responsible Officer as being fairly
     stated in all material respects (subject to normal year-end audit
     adjustments and the absence of footnotes).

All such financial statements shall be prepared in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods
(except as approved by such accountants or officer, as the case may be, and
disclosed therein).

          7.2. Certificates; Other Information. Furnish to the Administrative
     Agent for further delivery to each Lender:

          (a)  concurrently with the delivery of the financial statements
     referred to in Section 7.1(a), a certificate of the independent certified
     public accountants reporting on such financial statements stating that in
     making their audit examination no Default or Event of Default has occurred
     with respect to the covenants contained in Section 8.1 and other accounting
     matters, except as specified in such certificate;

          (b)  concurrently with the delivery of any financial statements
     pursuant to Sections 7.1(a) and (b), (i) a certificate of a Responsible
     Officer stating that such Responsible Officer has obtained no knowledge
     that any Default or Event of Default has occurred and is continuing except
     as specified in such certificate and (ii) in the case of quarterly or
     annual financial statements, (x) a Compliance Certificate containing (A)
     all information and calculations necessary for determining compliance by
     Holdings, the Borrower and its Subsidiaries with the provisions of this
     Agreement referred to therein as of the last day of the fiscal quarter or
     fiscal year of the Borrower, as the case may be, and, if applicable, for
     determining the Applicable Margins and Commitment Fee Rate and (B) if
     applicable, an update to Schedule 5.15 setting forth the name and
     jurisdiction of incorporation of each newly formed or acquired Subsidiary
     of Holdings and, as to each such Subsidiary, the percentage of each class
     of Capital Stock owned by any Loan Party, and (y) to the extent not
     previously disclosed to the Administrative Agent, a listing of any
     Intellectual Property acquired by any Loan Party since the date of the most
     recent list delivered pursuant to this clause (y) (or, in the case of the
     first such list so delivered, since the Closing Date);

          (c)  as soon as available, and in any event no later than 45 days
     after the end of each fiscal year of the Borrower, a detailed consolidated
     budget for the following fiscal year (including a projected consolidated
     balance sheet of the Borrower and its Subsidiaries as of the end of the
     following fiscal year, the related consolidated statements



     of projected cash flow, projected changes in financial position and
     projected income and a description of the material underlying assumptions
     applicable thereto), and, as soon as available, significant revisions, if
     any, of such budget and projections with respect to such fiscal year
     presented to the board of directors of the Borrower (collectively, the
     "Projections"), which Projections shall in each case be accompanied by a
     certificate of a Responsible Officer stating that such Projections are
     based on reasonable estimates, information and assumptions, believed by the
     Borrower to be reasonable at the time of delivery, it being recognized that
     such Projections are not to be viewed as fact and that actual results
     during the periods covered by such Projections may differ from the
     projected results set forth therein by a material amount;

          (d)  concurrently with the delivery of the financial statements
     referred to in Sections 7.1(a) and (b), a narrative discussion and analysis
     (in a management discussion analysis format) of the financial condition and
     results of operations of the Borrower and its Subsidiaries for such period
     and for the period from the beginning of the then current fiscal year to
     the end of such period, as compared to the comparable periods of the
     previous year; provided, that no such delivery shall be required so long as
     the Borrower delivers to the Administrative Agent and each Lender its
     periodic filing on Form 10-Q or Form 10-K, as the case may be, of the
     Securities Act of 1934 as filed with the Securities and Exchange Commission
     to satisfy its requirement under Sections 7.1(a) and (b);

          (e)  no later than 5 Business Days prior to the effectiveness thereof,
     copies of substantially final drafts of any proposed amendment, supplement,
     waiver or other modification with respect to the Senior Subordinated Note
     Indenture or the Share Exchange Agreement;

          (f)  within five days after the same are sent, copies of all financial
     statements and reports that Holdings or the Borrower sends to the holders
     of any class of its debt securities or public equity securities and, within
     five days after the same are filed, copies of all financial statements and
     reports that Holdings or the Borrower may make to, or file with, the SEC;
     and

          (g)  promptly, such additional financial and other information as any
     Lender may from time to time reasonably request (through the Administrative
     Agent).

          7.3. Payment of Obligations. Pay, discharge or otherwise satisfy at or
before maturity or before they become delinquent, as the case may be, all its
material obligations of whatever nature, except (i) where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of Holdings, the Borrower or its Subsidiaries, as the case may be or
(ii) the failure to so pay, discharge or otherwise satisfy could not reasonably
be expected to have a Material Adverse Effect.

          7.4. Maintenance of Existence; Compliance. (a)(i) Preserve, renew and
keep in full force and effect its corporate existence and (ii) take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business, except, in each case, as
otherwise permitted herein and except, in the case of clause (ii) above, to



                                                                              57

the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (b) comply with all Contractual Obligations and
Requirements of Law except to the extent that failure to comply therewith could
not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

          7.5. Maintenance of Property; Insurance. (a) Keep all material
property useful and necessary, in such Person's reasonable judgment, in such
Person's business in good working order and condition, ordinary wear and tear
and damage caused by casualty excepted and (b) maintain with financially sound
and reputable insurance companies (i) insurance on all its property in at least
such amounts and against at least such risks (but including in any event public
liability, product liability and business interruption) as are usually insured
against in the same general area by companies engaged in the same or a similar
business and (ii) key-man insurance on Robert Mariano in the amount of
$2,000,000 and for a period of no less than two years from the date hereof (it
being understood that such key-man insurance shall be obtained within 30 days of
the date hereof).

          7.6. Inspection of Property; Books and Records; Discussions. (a) Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its business and activities and (b) permit
representatives of any Lender (coordinated through the Administrative Agent) to
visit and inspect any of its properties and examine and make abstracts from any
of its books and records (other than materials protected by attorney-client
privilege) during regular business hours and upon reasonable prior notice by the
Administrative Agent and to discuss the business, operations, properties and
financial and other condition of Holdings, the Borrower and its Subsidiaries
with officers and employees of Holdings, the Borrower and its Subsidiaries and
with its independent certified public accountants, so long as the Borrower is
afforded an opportunity to be present at any such discussion with such
accountants. It is understood that, so long as no Event of Default has occurred
and is continuing, such visits, inspections and examinations by the Lenders
shall be at the expense of the Borrower no more than one time annually.

          7.7. Notices. Promptly give notice to the Administrative Agent and
each Lender of:


          (a)  the occurrence of any Default or Event of Default;

          (b)  any litigation, investigation or proceeding that may exist at any
     time between Holdings, the Borrower or any of its Subsidiaries and any
     Governmental Authority which could reasonably be expected to be adversely
     determined or settled and, if adversely determined or settled, could
     reasonably be expected to have a Material Adverse Effect;

          (c)  any litigation or proceeding affecting Holdings, the Borrower or
     any of its Subsidiaries which could reasonably be expected to be adversely
     determined or settled (i) in which the amount involved is $5,000,000 or
     more and not covered by insurance or (ii) in which injunctive or similar
     relief is sought;



                                                                              58

          (d)  any litigation or proceeding affecting Holdings, the Borrower or
     any of its Subsidiaries which relates to any Loan Document;

          (e)  the following events, as soon as possible and in any event within
     30 days after the Borrower knows or has reason to know thereof: (i) the
     occurrence of any Reportable Event with respect to any Single Employer
     Plan, a failure to make any required contribution to a Single Employer Plan
     or a Multiemployer Plan, the creation of any Lien in favor of the PBGC or a
     Single Employer Plan or any withdrawal from, or the termination,
     Reorganization or Insolvency of, any Multiemployer Plan or (ii) the
     institution of proceedings or the taking of any other action by the PBGC or
     the Borrower or any Commonly Controlled Entity or any Multiemployer Plan
     with respect to the withdrawal from, or the termination, Reorganization or
     Insolvency of, any Single Employer Plan or Multiemployer Plan; and

          (f)  any development or event that has had a Material Adverse Effect.

Each notice pursuant to this Section 7.7 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating what action Holdings, the Borrower or the relevant
Subsidiary proposes to take with respect thereto.

          7.8. Environmental Laws. (a) Comply in all material respects with, and
ensure compliance in all material respects by all tenants and subtenants, if
any, with, all applicable Environmental Laws, and obtain and comply in all
material respects with and maintain, and ensure that all tenants and subtenants
obtain and comply in all material respects with and maintain, any and all
licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws.

          (b)  Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under
Environmental Laws and promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws.

          7.9. Additional Collateral, etc. (a) With respect to any property
acquired after the Closing Date by Holdings, the Borrower or any of its
Subsidiaries (other than (x) any property described in paragraph (b), (c) or (d)
below, (y) any property subject to a Lien expressly permitted by Section 8.3(g),
(z) property acquired by any Foreign Subsidiary and (aa) any property of the
type excluded from the Security Documents) as to which the Administrative Agent,
for the benefit of the Lenders, does not have a perfected Lien, promptly (i)
execute and deliver to the Administrative Agent such amendments to the Guarantee
and Collateral Agreement or such other documents as the Administrative Agent
deems necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a security interest in such property and (ii) take all
actions necessary or advisable to grant to the Administrative Agent, for the
benefit of the Lenders, a perfected first priority security interest in such
property (other than Liens permitted under Section 8.3), including the filing of
Uniform Commercial Code financing statements in such jurisdictions as may be
required by the Guarantee and Collateral Agreement or by law.



                                                                              59

          (b) With respect to any fee interest in any real property having a
value (together with improvements thereof) of at least $2,000,000 acquired after
the Closing Date by Holdings, the Borrower or any of its Subsidiaries (other
than (x) any such real property subject to a Lien expressly permitted by Section
8.3(g) and (z) real property acquired by any Foreign Subsidiary), promptly (i)
execute and deliver a first priority Mortgage, in favor of the Administrative
Agent, for the benefit of the Lenders, covering such real property, (ii) if
requested by the Administrative Agent, provide the Lenders with (x) title and
extended coverage insurance covering such real property in an amount at least
equal to the purchase price of such real property (or such other amount as shall
be reasonably specified by the Administrative Agent) as well as a current ALTA
survey thereof, together with a surveyor's certificate and (y) any consents or
estoppels reasonably deemed necessary or advisable by the Administrative Agent
in connection with such mortgage or deed of trust, each of the foregoing in form
and substance reasonably satisfactory to the Administrative Agent and (iii) if
requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described above, which opinions shall be in
form and substance, and from counsel, reasonably satisfactory to the
Administrative Agent.

          (c) With respect to any new Subsidiary (other than a Foreign
Subsidiary) created or acquired after the Closing Date by Holdings (which, for
the purposes of this paragraph (c), shall include any existing Subsidiary that
ceases to be a Foreign Subsidiary), the Borrower or any of its Subsidiaries,
promptly (i) execute and deliver to the Administrative Agent such amendments to
the Guarantee and Collateral Agreement as the Administrative Agent deems
necessary or advisable to grant to the Administrative Agent, for the benefit of
the Lenders, a perfected first priority security interest (subject to Liens
permitted under Section 8.3) in the Capital Stock of such new Subsidiary that is
owned by Holdings, the Borrower or any of its Subsidiaries, (ii) deliver to the
Administrative Agent the certificates, if any, representing such Capital Stock,
together with undated stock powers, in blank, executed and delivered by a duly
authorized officer of Holdings, the Borrower or such Subsidiary, as the case may
be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and
Collateral Agreement, (B) to take such actions necessary or advisable to grant
to the Administrative Agent for the benefit of the Lenders a perfected first
priority security interest (subject to Liens permitted under Section 8.3) in the
Collateral described in the Guarantee and Collateral Agreement with respect to
such new Subsidiary, including the filing of Uniform Commercial Code financing
statements in such jurisdictions as may be required by the Guarantee and
Collateral Agreement or by law or as may be reasonably requested by the
Administrative Agent and (C) to deliver to the Administrative Agent a
certificate of such Subsidiary, substantially in the form of Exhibit C, with
appropriate insertions and attachments, and (iv) if requested by the
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to the Administrative
Agent.

          (d) With respect to any new Foreign Subsidiary created or acquired
after the Closing Date by Holdings, the Borrower or any of its Subsidiaries,
promptly (i) execute and deliver to the Administrative Agent such amendments to
the Guarantee and Collateral Agreement as the Administrative Agent deems
necessary or advisable to grant to the Administrative Agent, for the benefit of
the Lenders, a perfected first priority security interest (subject to Liens
permitted under Section 8.3) in the Capital Stock of such new Subsidiary that is



                                                                              60

owned by Holdings, the Borrower or any of its Subsidiaries (provided that in no
event shall more than 65% of the total outstanding Capital Stock of any such new
Subsidiary be required to be so pledged), (ii) deliver to the Administrative
Agent the certificates, if any, representing such Capital Stock, together with
undated stock powers, in blank, executed and delivered by a duly authorized
officer of Holdings, the Borrower or such Subsidiary, as the case may be, and
take such other action as may be necessary or, in the opinion of the
Administrative Agent, desirable to perfect the Administrative Agent's security
interest therein, and (iii) if requested by the Administrative Agent, deliver to
the Administrative Agent legal opinions relating to the matters described above,
which opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Administrative Agent.

          7.10. Further Assurances. From time to time execute and deliver, or
cause to be executed and delivered, such additional instruments, certificates or
documents, and take all such actions, as the Administrative Agent may reasonably
request for the purposes of implementing or effectuating the provisions of the
Security Documents, or of more fully perfecting or renewing the rights of the
Administrative Agent and the Lenders with respect to the Collateral (or with
respect to any additions thereto or replacements or proceeds thereof or with
respect to any other property or assets hereafter acquired by any Loan Party
which may be deemed to be part of the Collateral) pursuant hereto or thereto.
Upon the exercise by the Administrative Agent or any Lender of any power, right,
privilege or remedy pursuant to this Agreement or the other Loan Documents which
requires any consent, approval, recording qualification or authorization of any
Governmental Authority, the Borrower will execute and deliver, or will cause the
execution and delivery of, all applications, certifications, instruments and
other documents and papers that the Administrative Agent or such Lenders may be
required to obtain from any Loan Party for such governmental consent, approval,
recording, qualification or authorization.

                         SECTION 8. NEGATIVE COVENANTS

          Holdings and the Borrower hereby jointly and severally agree that, so
long as the Commitments remain in effect, any Letter of Credit remains
outstanding (unless collateralized on terms and conditions satisfactory to the
Issuing Lender following the termination of the Commitments and the repayment of
all amounts due and payable under the Loan Documents) or any Loan or other
amount is owing (excluding contingent indemnification obligations or obligations
with respect to Specific Hedge Agreements) to any Lender or Agent hereunder,
each of Holdings and the Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly:

          8.1.  Financial Condition Covenants.

          (a)   Consolidated Leverage Ratio. Permit the Consolidated Leverage
Ratio as at the last day of any period of four consecutive fiscal quarters of
the Borrower ending with any fiscal quarter set forth below to exceed the ratio
set forth below opposite such fiscal quarter:

            Fiscal Quarter                                Consolidated
          Ending On or About                             Leverage Ratio
          ------------------                             --------------

          September 30, 2002                              4.50 to 1.00



                                                                              61

          December 31, 2002                               4.50 to 1.00
          March 31, 2003                                  4.50 to 1.00
          June 30, 2003                                   4.50 to 1.00
          September 30, 2003                              4.25 to 1.00
          December 31, 2003                               4.25 to 1.00
          March 31, 2004                                  4.00 to 1.00
          June 30, 2004                                   4.00 to 1.00
          September 30, 2004                              3.75 to 1.00
          December 31, 2004                               3.75 to 1.00
          March 31, 2005                                  3.50 to 1.00
          June 30, 2005                                   3.50 to 1.00
          September 30, 2005                              3.25 to 1.00
          December 31, 2005                               3.25 to 1.00
          March 31, 2006                                  3.00 to 1.00
          June 30, 2006                                   3.00 to 1.00
          September 30, 2006                              3.00 to 1.00
          December 31, 2006 and                           3.00 to 1.00
          thereafter

          (b)  Consolidated Senior Leverage Ratio. Permit the Consolidated
Senior Leverage Ratio as at the last day of any period of four consecutive
fiscal quarters of the Borrower ending with any fiscal quarter set forth below
to exceed the ratio set forth below opposite such fiscal quarters:

            Fiscal Quarter                            Consolidated Senior
          Ending On or About                             Leverage Ratio
          ------------------                             --------------

          September 30, 2002                              3.00 to 1.00
          December 31, 2002                               3.00 to 1.00
          March 31, 2003                                  2.75 to 1.00
          June 30, 2003                                   2.75 to 1.00
          September 30, 2003                              2.75 to 1.00
          December 31, 2003                               2.50 to 1.00
          March 31, 2004                                  2.50 to 1.00
          June 30, 2004                                   2.25 to 1.00
          September 30, 2004                              2.25 to 1.00
          December 31, 2004                               2.25 to 1.00
          March 31, 2005                                  2.25 to 1.00
          June 30, 2005                                   2.25 to 1.00
          September 30, 2005                              2.00 to 1.00
          December 31, 2005                               2.00 to 1.00
          March 31, 2006                                  2.00 to 1.00
          June 30, 2006                                   2.00 to 1.00
          September 30, 2006                              2.00 to 1.00
          December 31, 2006 and                           2.00 to 1.00
          thereafter



                                                                              62

          (c)   Consolidated Fixed Charge Coverage Ratio. Permit the
Consolidated Fixed Charge Coverage Ratio for any period of four consecutive
fiscal quarters of the Borrower (or, if less, the number of full fiscal quarters
subsequent to the Closing Date) ending with any fiscal quarter set forth below
to be less than the ratio set forth below opposite such fiscal quarter:

            Fiscal Quarter                          Consolidated Fixed Charge
          Ending On or About                            Coverage Ratio
          ------------------                            --------------

          September 30, 2002                              2.00 to 1.00
          December 31, 2002                               2.00 to 1.00
          March 31, 2003                                  2.00 to 1.00
          June 30, 2003                                   2.00 to 1.00
          September 30, 2003                              2.10 to 1.00
          December 31, 2003                               2.10 to 1.00
          March 31, 2004                                  2.10 to 1.00
          June 30, 2004                                   2.10 to 1.00
          September 30, 2004                              2.15 to 1.00
          December 31, 2004                               2.25 to 1.00
          March 31, 2005                                  2.25 to 1.00
          June 30, 2005                                   2.35 to 1.00
          September 30, 2005                              2.50 to 1.00
          December 31, 2005                               2.50 to 1.00
          March 31, 2006                                  2.50 to 1.00
          June 30, 2006                                   2.50 to 1.00
          September 30, 2006                              2.50 to 1.00
          December 31, 2006 and                           2.50 to 1.00
          thereafter


; provided, that for the purposes of determining the ratio described above for
the fiscal quarters of the Borrower ending on or about September 30, 2002,
December 31, 2002 and March 31, 2003, the expenses set forth in items (a) and
(c) of the definition of Consolidated Fixed Charges for the relevant period
shall be deemed to equal the expenses set forth in items (a) and (c) of the
definition of Consolidated Fixed Charges for such fiscal quarter (and, in the
case of the latter two such determinations, each previous fiscal quarter
commencing after the Closing Date) multiplied by 4, 2 and 4/3, respectively.

          8.2.  Indebtedness. Create, issue, incur, assume, become liable in
respect of or suffer to exist any Indebtedness, except:

          (a)   Indebtedness of any Loan Party pursuant to any Loan Document
     (other than Additional Acquisition Extensions of Credit);

          (b)   Indebtedness (i) of the Borrower to any Subsidiary, (ii) of any
     Subsidiary Guarantor to the Borrower or any other Subsidiary, (iii) of any
     Foreign Subsidiary to any Foreign Subsidiary and (iv) subject to Section
     8.8(h), of any Foreign Subsidiary to the Borrower or any Subsidiary
     Guarantor;



                                                                              63

          (c)  Guarantee Obligations incurred in the ordinary course of business
     by the Borrower or any of its Subsidiaries of (i) obligations of the
     Borrower, any Subsidiary Guarantor and, subject to Section 8.8(h), of any
     Foreign Subsidiary or (ii) Indebtedness of any Investee Store permitted by
     clause (j) of Section 8.8;

          (d)  Indebtedness outstanding on the date hereof and listed on
     Schedule 8.2(d) and any refinancings, refundings, renewals or extensions
     thereof (without increasing, or shortening the maturity of, the principal
     amount thereof);

          (e)  Indebtedness (including, without limitation, Capital Lease
     Obligations) secured by Liens permitted by Section 8.3(g) in an aggregate
     principal amount not to exceed $15,000,000 at any one time outstanding;

          (f)  (i) Indebtedness of the Borrower in respect of the Senior
     Subordinated Notes (or any subordinated notes issued to refinance the
     Senior Subordinated Notes having substantially the same terms and
     conditions as the Senior Subordinated Notes (except that the final maturity
     thereof shall be the same as or longer than the final maturity of the
     Senior Subordinated Notes)) and (ii) Guarantee Obligations of any
     Subsidiary Guarantor in respect of such Indebtedness, provided, that such
     Guarantee Obligations are subordinated to the same extent as the
     obligations of the Borrower in respect of the Senior Subordinated Notes;

          (g)  Hedge Agreements in respect of Indebtedness otherwise permitted
     hereby that bears interest at a floating rate, so long as such agreements
     are not entered into for speculative purposes;

          (h)  Indebtedness incurred by the Borrower to finance any Acquisition
     permitted under Section 8.8(i) in an aggregate principal amount not to
     exceed $75,000,000 at any time outstanding; provided, that such
     Indebtedness is either (A) an Additional Acquisition Extension of Credit or
     (B) is subordinated to the same extent as the obligations of the Borrower
     in respect of the Senior Subordinated Notes;

          (i)  (x) Indebtedness of a Person which becomes a Subsidiary after the
     Closing Date pursuant to an Acquisition or a Pick 'n Save Acquisition, as
     the case may be, permitted under Section 8.8(i) and (y) Indebtedness of a
     Person otherwise assumed in connection with an Acquisition or a Pick 'n
     Save Acquisition, as the case may be, or an asset acquired after the
     Closing Date, provided that, (A) any such Indebtedness was not incurred or
     created in connection with or in anticipation of the relevant Acquisition
     or a Pick 'n Save Acquisition, as the case may be, and (B) no Default or
     Event of Default would result therefrom; provided, further that the
     aggregate principal amount of any such Indebtedness shall not exceed
     $15,000,000 at any one time outstanding;

          (j)  Indebtedness resulting from the issuance of performance, surety,
     statutory or appeal bonds in the ordinary course of business; provided,
     that no such bond or similar obligation is provided to secure the repayment
     of other Indebtedness;

          (k)  Indebtedness of Holdings or the Borrower consisting of (x)
     repurchase obligations with respect to Capital Stock of Holdings issued to
     directors, consultants,



                                                                              64

     managers, officers and employees of Holdings and its Subsidiaries arising
     upon the death, disability or termination of employment of such director,
     consultant, manager, officer or employee to the extent such repurchase is
     permitted under Section 8.6 and (y) promissory notes issued by Holdings or
     the Borrower to directors, consultants, managers, officers and employees
     (or their spouses or estates) of Holdings and its Subsidiaries to purchase
     or redeem Capital Stock of Holdings issued to such director, consultant,
     manager, officer or employee to the extent such purchase or redemption is
     permitted under Section 8.6;

          (l)  Indebtedness of Holdings or any of its Subsidiaries resulting
     from agreements providing for indemnification, adjustment of purchase price
     or similar obligations in connection with dispositions of any business,
     assets or Subsidiary of the Borrower or any of its Subsidiaries permitted
     under Section 8.5;

          (m)  Indebtedness in the form of obligations of Holdings or any of its
     Subsidiaries under indemnification, incentive, non-compete, deferred
     compensation, or other similar arrangements in connection with an
     Acquisition or an Investment permitted under Section 8.8;

          (n)  Indebtedness of Holdings to the Borrower incurred in lieu of the
     Borrower making a Restricted Payment pursuant to Section 8.6(b) or (c), in
     an aggregate amount not to exceed the amount of cash dividends that the
     Borrower would be permitted to make pursuant to Sections 8.6(b) and (c) if
     no such Indebtedness was incurred;

          (o)  additional Indebtedness of the Borrower or any of its
     Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at
     any one time outstanding; and

          (p)  Indebtedness of the Borrower that is incurred to finance an
     Acquisition or a Pick 'n Save Acquisition and that is owed to the seller
     pursuant to such Acquisition or Pick 'n Save Acquisition, as the case may
     be; provided, that (A) such Indebtedness is subordinated to the Loans on
     terms and conditions satisfactory to the Administrative Agent, (B) no
     portion of the principal of such Indebtedness shall be due and payable
     prior to six months after the maturity of Term Loans, (C) the interest rate
     of such Indebtedness shall not exceed prevailing market interest rates as
     reasonably determined by the chief financial officer and (D) the aggregate
     amount of Indebtedness incurred pursuant to this Section 8.2(p) shall not
     exceed $15,000,000 at any one time outstanding.

          8.3. Liens. Create, incur, assume or suffer to exist any Lien upon any
of its property, whether now owned or hereafter acquired, except for:

          (a)  Liens for taxes assessments, charges or other governmental levies
     not yet due or that are being contested in good faith by appropriate
     proceedings, provided, that adequate reserves with respect thereto are
     maintained on the books of the Borrower or its Subsidiaries, as the case
     may be, in conformity with GAAP;

          (b)  landlord's, carriers', warehousemen's, mechanics', materialmen's,
     repairmen's or other like Liens arising in the ordinary course of business
     that are not overdue for a period of more than 30 days or that are being
     contested in good faith by appropriate proceedings;



                                                                              65

          (c) pledges or deposits in connection with workers' compensation,
     unemployment insurance and other social security legislation and pledges
     securing liability to insurance carriers under insurance or self-insurance
     arrangements in respect of deductibles; provided, that the aggregate amount
     of any such pledges or deposits shall not exceed $3,000,000;

          (d) deposits to secure the performance of bids, tenders, trade
     contracts (other than for borrowed money), leases, statutory obligations,
     surety and appeal bonds, performance bonds and other obligations of a like
     nature incurred in the ordinary course of business;

          (e) (i) easements, rights-of-way, restrictions and other similar
     encumbrances (which, for the avoidance of doubt, includes covenants running
     with the land), that, in the aggregate, are not substantial in amount and
     that do not in any case materially detract from the value of the Property
     subject thereto or materially interfere with the ordinary conduct of the
     business of the Borrower or any of its Subsidiaries and (ii) any other Lien
     or exception to coverage described in mortgage policies of title insurance
     or surveys issued in favor of and accepted by the Administrative Agent with
     respect to any Property with a Mortgage;

          (f) Liens in existence on the date hereof listed on Schedule 8.3(f),
     securing Indebtedness permitted by Section 8.2(d), provided, that no such
     Lien is spread to cover any additional property after the Closing Date and
     that the amount of Indebtedness secured thereby is not increased;

          (g) Liens securing Indebtedness of the Borrower or any other
     Subsidiary incurred pursuant to Section 8.2(e) to finance the acquisition,
     construction, repair or improvement of real property, fixed or capital
     assets, provided, that (i) such Liens shall be created within 180 days of
     the acquisition of such fixed or capital assets, (ii) such Liens do not at
     any time encumber any Property other than the Property financed by such
     Indebtedness and (iii) the amount of Indebtedness secured thereby is not
     increased;

          (h) Liens created pursuant to the Security Documents;

          (i) any interest or title of a lessor, sublessor, licensor or licensee
     under any lease or license entered into by the Borrower or any other
     Subsidiary in the ordinary course of its business and covering only the
     assets so leased;

          (j) Liens not otherwise permitted by this Section so long as neither
     (i) the aggregate outstanding principal amount of the obligations secured
     thereby nor (ii) the aggregate fair market value (determined as of the date
     such Lien is incurred) of the assets subject thereto exceeds (as to the
     Borrower and all Subsidiaries) $10,000,000 at any one time;

          (k) Liens on any assets acquired after the Closing Date securing
     Indebtedness permitted under Section 8.2(h)(A) and (i), provided that (x)
     such Liens were not incurred or created in connection with or in
     anticipation of the acquisition thereof, (y) such Liens do not cover or
     encumber any assets of the Borrower or its Subsidiaries (other than the



                                                                              66

     assets being acquired) and are not amended to cover any such assets or (z)
     the amount of Indebtedness or other obligations secured thereby are not
     increased;

          (l) Liens arising out of judgments or awards in respect of Holdings or
     any of its Subsidiaries not constituting an Event of Default under Section
     9(h) so long as (i) such Lien is released within 60 days after entry
     thereof or (ii) the relevant judgment creditor has not commenced action to
     attach or foreclosure on property of the Borrower or any of its
     Subsidiaries;

          (m) contractual or statutory Liens of suppliers on goods provided by
     the relevant suppliers imposed by law or pursuant to customary reservations
     or retentions of title arising in the ordinary course of business;

          (n)  rights of setoff of a customary nature or bankers' liens upon
     deposits of cash in favor of banks or other depository institutions
     incurred in the ordinary course of business;

          (o)  Liens arising from precautionary Uniform Commercial Code
     financing statements regarding operating leases or consignments entered
     into in the ordinary course of business by the Borrower and its
     Subsidiaries;

          (p)  Liens on insurance policies and the proceeds thereof securing the
     financing of the premiums with respect thereto;

          (q)  Liens securing reimbursement obligations in respect of commercial
     letters of credit or bankers' acceptances related to drawings thereunder;
     provided that such Liens attach only to the documents, the goods covered
     thereby and the proceeds thereof.

          8.4. Fundamental Changes. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or Dispose of, all or substantially all of its
property or business, except that:

          (a)  any Subsidiary of the Borrower may be merged or consolidated with
     or into the Borrower (provided that the Borrower shall be the continuing or
     surviving corporation) or with or into any Subsidiary Guarantor (provided
     that the Subsidiary Guarantor shall be the continuing or surviving
     corporation) or, subject to Section 8.8(h), with or into any Foreign
     Subsidiary;

          (b)  any Subsidiary of the Borrower may Dispose of any or all of its
     assets (upon voluntary liquidation or otherwise) to the Borrower or any
     Subsidiary Guarantor or, subject to Section 8.8(h), any Foreign Subsidiary;
     and

          (c)  (i) any Disposition of or by a Subsidiary permitted under Section
     8.5(f) or (ii) any merger, consolidation or amalgamation to effect any
     Investment permitted under Section 8.8(i).



                                                                              67

          8.5. Disposition of Property. Dispose of any of its property, whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person, except:

          (a)  the Disposition of damaged, obsolete, worn out or surplus
     property in the ordinary course of business;

          (b)  the Disposition of inventory and equipment held for sale in the
     ordinary course of business;

          (c)  Dispositions permitted by Section 8.4(b);

          (d)  the sale or issuance of any Subsidiary's Capital Stock to any
     Loan Party;

          (e)  leases, subleases and licenses of customer-operated stores in the
     ordinary course of business consistent with past practice;

          (f)  the Disposition of other property having a fair market value not
     to exceed $20,000,000 in the aggregate for any fiscal year of the Borrower,
     provided that at least 75% of the consideration therefor shall consist of
     cash or cash equivalents;

          (g)  the sale of Investments permitted pursuant to Section 8.8(b) and
     Dispositions to effect Investments permitted pursuant to Section 8.8(g);

          (h)  any Recovery Event; provided, that the requirements of Section
     4.2(b) are complied with in connection therewith;

          (i)  sales or discounts of receivables in the ordinary course of
     business in connection with the compromise or collection thereof; and

          (j)  cancellation of any Indebtedness constituting an Investment in a
     Loan Party permitted pursuant to Section 8.8 if Capital Stock of such Loan
     Party is issued in substitution therefor or repayment thereof.

          8.6. Restricted Payments. Declare or pay any dividend (other than
dividends payable solely in common stock of the Person making such dividend) on,
or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any Capital Stock of Holdings, the Borrower or any Subsidiary,
whether now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or property or in
obligations of Holdings, the Borrower or any Subsidiary, or enter into any
derivatives or other transaction with any financial institution, commodities or
stock exchange or clearinghouse (a "Derivatives Counterparty") obligating
Holdings, the Borrower or any Subsidiary to make payments to such Derivatives
Counterparty as a result of any change in market value of any such Capital Stock
(collectively, "Restricted Payments"), except that:

          (a)  any Subsidiary may make Restricted Payments to the Borrower or
     any Subsidiary Guarantor;



                                                                              68

               (b) so long as no Default or Event of Default shall have occurred
          and be continuing or would result therefrom, the Borrower may pay
          dividends to Holdings to permit Holdings to purchase Holdings' Capital
          Stock or Capital Stock options from present or former officers,
          directors, consultants, managers or employees or their respective
          estates, spouses or family members of Holdings, the Borrower or any
          Subsidiary upon the death, disability or termination of employment of
          such officer, directors, consultants, managers or employee, or to make
          payments with respect to Indebtedness issued to repurchase such
          Capital Stock or Capital Stock options; provided, that the aggregate
          amount of payments (including, without limitation, payments in respect
          of Indebtedness permitted under Section 8.2(k)) under this subsection
          shall not exceed $2,000,000 in any twelve-month period; provided
          further, that (i) Holdings and the Borrower, without duplication, may
          carry forward and make in a subsequent calendar year, in addition to
          the amounts permitted for such calendar year, the amount of such
          purchases, redemptions or other acquisitions or retirements for value
          permitted to have been made but not made in any preceding calendar
          year up to a maximum of $6,000,000 in any calendar year pursuant to
          this clause (b) and (ii) that such amount in any calendar year may be
          increased by the cash proceeds of key man life insurance policies
          received by the Borrower and its Subsidiaries after the Closing Date
          less any amount previously applied to the payment of Restricted
          Payments pursuant to this clause (b); provided further, that
          regardless of whether a Default or an Event of Default shall have
          occurred and be continuing, (x) Holdings and the Borrower, without
          duplication, may use the Net Cash Proceeds received from the issuance
          of Excluded Sponsor Capital Stock to finance such purchases so long as
          (i) the aggregate amount of any such purchases made in reliance on
          this proviso of this Section 8.6(b), together with any Investments
          made in reliance on Section 8.8(r) and any Capital Expenditures
          incurred in reliance on clause (vi) of the definition of "Capital
          Expenditures" do not exceed in the aggregate $25,000,000 and (ii) such
          proceeds are immediately utilized for such purchases and (y) Holdings
          may cancel any notes outstanding pursuant to Section 8.8(d) so long as
          such notes were initially issued in a non-cash transaction in exchange
          for the issuance of Capital Stock of Holdings to the holders of such
          notes and such notes are cancelled solely in exchange for the return
          of such Capital Stock and so long as the aggregate principal amount of
          any such notes so cancelled shall not exceed $3,000,000 during the
          term of this Agreement (and any such repurchase of Capital Stock in
          connection with any such cancellation shall be permitted hereunder and
          shall not be included for purposes of determining compliance with the
          monetary thresholds in the first and second proviso hereof);

               (c) the Borrower may pay dividends to Holdings to permit Holdings
          to (i) pay corporate overhead expenses incurred in the ordinary course
          of business (including without limitation, directors' and
          shareholders' fees and expenses) not to exceed $500,000 in any fiscal
          year plus any bona fide indemnification claims made by directors or
          officers of Holdings that are not covered by insurance and (ii) pay
          any taxes that are due and payable by Holdings and the Borrower as
          part of a consolidated group, provided that the amount of Restricted
          Payments permitted hereunder shall be reduced by any Indebtedness
          incurred pursuant to Section 8.2(k);

               (d) repurchases of Capital Stock of Holdings deemed to occur upon
          the cashless exercise of stock options and warrants;




                                                                              69

               (e)  the Borrower may pay dividends to Holdings to permit
          Holdings to repurchase Capital Stock of Holdings pursuant to equity
          agreements with customers of the Borrower; provided, that the
          aggregate amount of all such repurchases under this Section 8.6(e)
          shall not exceed $2,000,000;

               (f)  Holdings may make payments pursuant to Section 8.10(a); and

               (g)  the Borrower may pay a dividend to Holdings on the Closing
          Date to finance the Share Exchange in accordance with the Share
          Exchange Documentation; provided, that such payment must be
          contemporaneously utilized by Holdings to consummate the Share
          Exchange.

               8.7. Capital Expenditures. Make any Capital Expenditure, except
(a) Capital Expenditures of the Borrower and its Subsidiaries not exceeding
during any of the fiscal years of the Borrower set forth below, the amount set
forth opposite such fiscal year below:

          Fiscal Year                                                Amount
          ---------------                                         ------------

          2002                                                    $60,000,000
          2003                                                    $70,000,000
          2004                                                    $65,000,000
          2005                                                    $60,000,000
          2006 and thereafter                                     $55,000,000

provided, that (i) up to $10,000,000 of any such amount referred to above, if
not so expended in the period for which it is permitted, may be carried over for
expenditure in the next succeeding fiscal year and (ii) Capital Expenditures
made pursuant to this clause (a) during any fiscal year shall be deemed made,
first, in respect of amounts carried over from the prior period pursuant to
subclause (i) above and, second, in respect of amounts permitted for such fiscal
year as provided above, (b) Capital Expenditures made with the proceeds of any
Reinvestment Deferred Amount, (c) Capital Expenditures attributable to all or a
portion of the cost of Acquisitions permitted under Section 8.8 and (d) Capital
Expenditures attributable to any portion of the Excess Cash Flow of the Borrower
for fiscal years completed since the Closing Date which was not required to be
applied toward the prepayment of the Term Loan and not used to finance
Acquisitions as set forth in Section 8.8(i).

               8.8. Investments. Make any advance, loan, extension of credit (by
way of guaranty or otherwise) or capital contribution to, or purchase any
Capital Stock, bonds, notes, debentures or other debt securities of, or any
assets constituting a business unit of, any Person (all of the foregoing,
"Investments"), except:


               (a)  extensions of trade credit in the ordinary course of
                    business;

               (b)  investments in Cash Equivalents;

               (c)  Guarantee Obligations permitted by Section 8.2;



                                                                              70

          (d)  loans and advances to employees of Holdings, the Borrower or any
     Subsidiary of the Borrower in the ordinary course of business (including
     for travel, entertainment and relocation expenses and for purchases of
     Capital Stock of Holdings) in an aggregate amount for Holdings, the
     Borrower or any Subsidiary of the Borrower not to exceed $3,000,000 at any
     one time outstanding;

          (e)  the Share Exchange;

          (f)  Investments in fixed or capital assets useful in the business of
     the Borrower and its Subsidiaries made by the Borrower or any of its
     Subsidiaries with the proceeds of any Reinvestment Deferred Amount;

          (g)  intercompany Investments by Holdings, the Borrower or any of its
     Subsidiaries in the Borrower or any Person that, prior to such Investment,
     is a Subsidiary Guarantor;

          (h)  intercompany Investments by the Borrower or any of its
     Subsidiaries made in the ordinary course of business and consistent with
     past practice in a Foreign Subsidiary which are made for the purpose of
     funding the insurance requirements of Holdings, the Borrower and its
     Subsidiaries having an aggregate fair market value (measured on the date
     each such Investment was made and without giving effect to subsequent
     changes in value), when taken together with all other Investments made
     pursuant to this clause (h) that are at that time outstanding not to exceed
     0.65% of the Borrower's net sales and service fees for the Borrower's most
     recently ended four full quarters for which financial statements are
     available immediately preceding the date on which such Investment is made;

          (i)  Acquisitions or Pick 'n Save Acquisitions by the Borrower and the
     Subsidiary Guarantors, provided that (A) in connection with any
     Acquisition, the aggregate consideration in any given fiscal year
     (excluding consideration in the form of Capital Stock of Holdings but
     including Indebtedness permitted under Section 8.2(i) and 8.2(p) incurred
     in connection with Acquisitions) for all such Acquisitions after the
     Closing Date shall not exceed the sum of (x) $20,000,000, (y) any portion
     of the Excess Cash Flow of the Borrower for fiscal years completed since
     the Closing Date which was not required to be applied toward the prepayment
     of the Term Loan and not used to finance Capital Expenditures as set forth
     in Section 8.7, (z) Net Cash Proceeds received by Holdings from the
     issuance of Capital Stock of Holdings to the Sponsor; provided, that such
     proceeds are immediately utilized for such Acquisition ("Excluded
     Acquisition Capital Stock") and (aa) any Reinvestment Deferred Amount, (B)
     in connection with any Acquisition or Pick 'n Save Acquisition, after
     giving effect to the consummation of such Acquisition or Pick 'n Save
     Acquisition, including the incurrence of any Indebtedness associated
     therewith, the Consolidated Leverage Ratio of the Borrower for a period of
     four consecutive fiscal quarters ending on the last day of the fiscal
     quarter immediately preceding the fiscal quarter in which such Acquisition
     or Pick 'n Save Acquisition is consummated (and calculated giving pro forma
     effect to such Acquisition or Pick 'n Save Acquisition and such incurrence
     of Indebtedness as if they had occurred on the first day of the four
     quarter period in respect of which such Consolidated Leverage Ratio is



                                                                              71

          calculated) shall not exceed the applicable ratio required for such
          period pursuant to Section 8.1 (with such required ratio, for purposes
          of this Section being decreased by 0.25 to 1.00 for each period ending
          on, about or prior to December 31, 2003) and the Borrower would have
          been in compliance with the covenants set forth in Section 8.1 on such
          date, (C) in connection with any Acquisition or Pick 'n Save
          Acquisition after giving effect to the consummation of such
          Acquisition or Pick 'n Save Acquisition, including the incurrence of
          any Consolidated Senior Debt associated therewith, the Consolidated
          Senior Debt Leverage Ratio of the Borrower for a period of four
          consecutive fiscal quarters ending on the last day of the fiscal
          quarter immediately preceding the fiscal quarter in which such
          Acquisition or Pick 'n Save Acquisition is consummated (and calculated
          giving pro forma effect to such Acquisition or Pick 'n Save
          Acquisition and such incurrence of Indebtedness as if they had
          occurred on the first day of the four quarter period in respect of
          which such Consolidated Senior Debt Leverage Ratio is calculated)
          shall not exceed the applicable ratio required for such period
          pursuant to Section 8.1 and the Borrower would have been in compliance
          with the covenants set forth in Section 8.1 on such date, (D) the
          average Available Revolving Commitments during the 30 day period
          preceding the date of such Acquisition or Pick 'n Save Acquisition
          shall not be less than $50,000,000 after giving effect on a pro forma
          basis to such Acquisition or Pick 'n Save Acquisition, (E) not later
          than five Business Days prior to the consummation of any such
          Acquisition or Pick 'n Save Acquisition, the Administrative Agent
          shall have received and be satisfied with (i) a certificate of a
          Responsible Officer setting forth the calculations required to
          determine compliance with clauses (A), (B), (C) and (D) above and
          certifying that the conditions set forth in this Section 8.8(i) have
          been satisfied, (ii) financial statements (which financial statements
          must be audited or reviewed, in the case of a Pick 'n Save
          Acquisition, and audited, in the case of an Acquisition, in each such
          case, by independent accountants if the aggregate consideration for
          such Pick 'n Save Acquisition or Acquisition, as the case may be, is
          equal to or greater than $15,000,000) relating to such Person or
          Persons that is the subject of such Acquisition or Pick 'n Save
          Acquisition for the most recently ended fiscal year and (iii) such
          other financial information relating to the Acquisition or Pick 'n
          Save Acquisition as the Administrative Agent may reasonably request,
          (F) the Acquisition or Pick 'n Save Acquisition is consummated on a
          friendly basis and (G) after giving effect to such Acquisition or Pick
          'n Save Acquisition, no Event of Default shall have then occurred and
          be continuing;

               (j) Investments by the Borrower or the Subsidiary Guarantors in
          Investee Stores either in the form of equity, loans or other
          extensions of credit having an aggregate fair market value (measured
          on the date each such Investment was made and without giving effect to
          subsequent changes in value), when taken together with all other
          Investments made pursuant to this clause (j) and the aggregate amount
          of Indebtedness outstanding under Section 8.2(c)(ii) that are at that
          time outstanding not to exceed $20,000,000;

               (k) Investments by Holdings and any of its Subsidiaries existing
          on the Closing Date and listed on Schedule 8.8;



                                                                              72

               (l) Investments by any Foreign Subsidiary in Holdings or any of
          its Subsidiaries;

               (m) Investments received by the Borrower or any Subsidiary in
          connection with the bankruptcy or reorganization of, or in good faith
          settlement of delinquent accounts and disputes with, customers and
          suppliers;

               (n) Investments by the Borrower or any of its Subsidiaries in the
          form of Hedge Agreements that are permitted herein or not speculative
          in nature and in the ordinary course of business and consistent with
          past practice;

               (o) the Borrower and its Subsidiaries may receive and own
          securities and other investments acquired pursuant to transactions
          permitted by Sections 8.5(f);

               (p) the Borrower may make a loan to Holdings that could otherwise
          be made as a distribution permitted under Section 8.6;

               (q) Investments consisting of endorsements for collection or
          deposit in the ordinary course of business; and

               (r) Acquisitions by the Borrower or any Subsidiary Guarantor or
          Investments by the Borrower or any Subsidiary Guarantor in joint
          ventures, in each case financed with the proceeds of Excluded Sponsor
          Capital Stock; provided, that any Investments made in reliance on this
          clause (r), together with any Capital Expenditures incurred in
          reliance on clause (vi) in the definition of "Capital Expenditures"
          and any purchases made in reliance on the final proviso of Section
          8.6(b), shall not exceed in the aggregate $25,000,000.

          8.9. Optional Payments and Modifications of Certain Debt Instruments.
(a) Make or offer to make any optional or voluntary payment, prepayment,
repurchase or redemption of or otherwise optionally or voluntarily defease or
segregate funds with respect to the Senior Subordinated Notes (other than an
exchange of Capital Stock of Holdings to the holders of the Senior Subordinated
Notes for the cancellation of all or any portion of the Senior Subordinated
Notes), or enter into any derivative or other transaction with any Derivatives
Counterparty obligating Holdings, the Borrower or any Subsidiary to make
payments to such Derivatives Counterparty as a result of any change in market
value of the Senior Subordinated Notes, (b) amend, modify, waive or otherwise
change, or consent or agree to any amendment, modification, waiver or other
change to, any of the terms of the Senior Subordinated Notes (other than any
such amendment, modification, waiver or other change that (i) would extend the
maturity or reduce the amount of any payment of principal thereof or reduce the
rate or extend any date for payment of interest thereon, (ii) does not involve
the payment of a consent fee and (iii) would not reasonably be expected to
materially increase the obligations of the obligor or confer additional material
rights on the holder of such Senior Subordinated Notes in a manner reasonably
expected to be materially adverse to the interests of the Administrative Agent
or the Lenders), (c) amend, modify, waive or otherwise change, or consent or
agree to any amendment, modification, waiver or other change to, the terms of
the preferred Equity in a manner that would (i) set the scheduled redemption
date prior to the date that is six months after the date of final maturity of
the Term Loans or (ii) allow the holders of such preferred Equity to redeem, at
their



                                                                              73

option, prior to the date that is six months after the date of final maturity of
the Term Loans or (d) designate any Indebtedness (other than obligations of the
Loan Parties pursuant to the Loan Documents) as "Designated Senior Debt" for the
purposes of the Senior Subordinated Note Indenture.

                8.10. Transactions with Affiliates. Enter into any transaction,
including any purchase, sale, lease or exchange of property, the rendering of
any service or the payment of any management, advisory or similar fees, with any
Affiliate (other than Holdings or any of its Subsidiaries) unless such
transaction is (a) otherwise permitted under this Agreement, or (b) upon fair
and reasonable terms not materially less favorable to Holdings, the Borrower or
such Subsidiary, as the case may be, than it would obtain in a comparable arm's
length transaction with a Person that is not an Affiliate. Notwithstanding the
foregoing, Holdings and its Subsidiaries may:

                (a) make payments of reasonable professional fees to WSP or any
          of its Affiliates in connection with work performed on the Borrower's
          behalf and that are approved by the board of directors of the Borrower
          in good faith not to exceed $1,000,000 in the aggregate in any fiscal
          year;

                (b) make payments in connection with the Share Exchange
          Documentation, the Senior Subordinated Note Indenture, this Agreement
          and the other Loan Documents (including the payment of costs, fees and
          expenses in connection therewith);

                (c) pay customary fees to, and the out-of-pocket expenses of,
          the board of directors of Holdings and its Subsidiaries, and customary
          indemnities for the benefit of the members of such board of directors
          and the officers of Holdings and its Subsidiaries;

                (d) make payments permitted pursuant to Section 8.6;

                (e) enter into (i) transactions with customers in the ordinary
          course of business and consistent with past practice as of the date
          hereof and (ii) transactions pursuant to any other contract or
          agreement in effect on the date hereof and listed on Schedule 8.10;

                (f) pay customary compensation to officers, directors,
          consultants, managers and employees of Holdings or any of its
          Subsidiaries; and

                (g) issue Capital Stock and/or Capital Stock rights of Holdings
          to (1) Equity Investors and other investors satisfactory to WSP, (2)
          employees, directors, consultants, officers and managers of Holdings
          and its Subsidiaries and (3) Investee Stores.

                8.11. Sales and Leasebacks. Enter into any arrangement with any
Person providing for the leasing by Holdings, the Borrower or any Subsidiary of
real or personal property that has been or is to be sold or transferred by
Holdings, the Borrower or such Subsidiary to such Person or to any other Person
to whom funds have been or are to be advanced by such Person on the security of
such property or rental obligations of Holdings, the Borrower or such Subsidiary
("Sale and Leaseback Transactions") unless (i) the sale of such property is



                                                                              74

permitted by Section 8.5(f) and (ii) any Capital Lease Obligations and Liens
arising in connection therewith are permitted by Section 8.2 and 8.3.

          8.12. Changes in Fiscal Periods. Change the fiscal year of the
Borrower from the 52 or 53 week period ending on the Saturday nearest December
31 or change the Borrower's method of determining fiscal quarters.

          8.13. Negative Pledge Clauses. Enter into or suffer to exist or become
effective any agreement that prohibits or limits the ability of Holdings, the
Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist
any Lien upon any of its property or revenues, whether now owned or hereafter
acquired, other than:

          (a)   this Agreement and the other Loan Documents;

          (b)   any agreements governing any purchase money Liens, Capital Lease
     Obligations or Sale and Leaseback Transactions otherwise permitted hereby
     (in which case, any prohibition or limitation shall only be effective
     against the assets financed thereby);

          (c)   the Senior Subordinated Note Indenture;

          (d)   imposed by law;

          (e)   contained in agreements relating to the sale of a Subsidiary
     permitted hereunder pending such sale (in which case any such prohibition
     or limitation shall apply only to the assets of such Subsidiary);

          (f)   contained in licenses or leases entered into in the ordinary
     course of business (in which case any such prohibition or limitation shall
     only apply to rights under such license or lease);

          (g)   contained in agreements for or instruments evidencing
     Indebtedness existing on the Closing Date and listed on Schedule 8.13;

          (h)   contained in agreements or instruments assumed or acquired in
     connection with an Acquisition (in which case any such prohibition or
     limitation shall only apply to the assets acquired in such Acquisition);
     and

          (i)   contained in agreements for or instruments evidencing
     Indebtedness permitted to be secured under Section 8.3(j) (in which case
     any such prohibition or limitation shall only apply to the assets subject
     to the applicable permitted Lien).

          8.14. Clauses Restricting Subsidiary Distributions. Enter into or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in
respect of any Capital Stock of such Subsidiary held by, or pay any Indebtedness
owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans or
advances to, or other Investments in, the Borrower or any other Subsidiary of
the Borrower or (c) transfer any of its assets to the Borrower or any other



                                                                              75

Subsidiary of the Borrower, except for such encumbrances or restrictions set
forth on Schedule 8.14 or existing under or by reason of (i) any restrictions
existing under the Loan Documents, (ii) any restrictions with respect to a
Subsidiary imposed pursuant to an agreement that has been entered into in
connection with the Disposition of all or substantially all of the Capital Stock
or assets of such Subsidiary, (iii) applicable law, (iv) the Senior Subordinated
Note Indenture (or any other agreement governing Indebtedness permitted under
Section 8.2(f)), (v) customary provisions restricting the assignment of rights
under contracts, (vi) customary non-assignment provisions in leases entered into
in the ordinary course of business and consistent with past practices, (vii)
purchase money obligations for Property acquired in the ordinary course of
business that impose restrictions of the nature described in clause (c) above on
the Property so acquired, (viii) any agreement for the sale of a Subsidiary that
restricts distributions by that Subsidiary pending its sale, (ix) restrictions
on cash or other deposits or net worth imposed by customers under contracts
entered in the ordinary course of business and (x) restrictions on rights to
dispose of assets subject to Liens permitted under Section 8.3(e), 8.3(f),
8.3(g), 8.3(h), 8.3(i), 8.3(j), 8.3(k), 8.3(p) or 8.3(q).

          8.15. Lines of Business. Enter into any business, either directly or
through any Subsidiary, except for those businesses in which the Borrower and
its Subsidiaries are engaged on the date of this Agreement or that are
reasonably related, ancillary or complementary thereto.

          8.16. Amendments to Share Exchange Documents. (a) Amend, supplement or
otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of
the indemnities and licenses furnished to the Borrower or any of its
Subsidiaries pursuant to the Share Exchange Documentation such that after giving
effect thereto such indemnities or licenses shall be materially less favorable
to the interests of the Loan Parties or the Lenders with respect thereto or (b)
otherwise amend, supplement or otherwise modify the terms and conditions of the
Share Exchange Documentation or any such other documents except for any such
amendment, supplement or modification that (i) becomes effective after the
Closing Date and (ii) could not reasonably be expected to have a Material
Adverse Effect.

                          SECTION 9. EVENTS OF DEFAULT

          If any of the following events shall occur and be continuing:

          (a)   the Borrower shall fail to pay any principal of any Loan or
     Reimbursement Obligation when due in accordance with the terms hereof; or
     the Borrower shall fail to pay any interest on any Loan or Reimbursement
     Obligation, or any other amount payable hereunder or under any other Loan
     Document, within five days after any such interest or other amount becomes
     due in accordance with the terms hereof; or

          (b)   any representation or warranty made or deemed made by any Loan
     Party herein or in any other Loan Document or that is contained in any
     certificate, document or financial or other statement furnished by it at
     any time under or in connection with this Agreement or any such other Loan
     Document shall prove to have been inaccurate in any material respect on or
     as of the date made or deemed made; or



                                                                              76

               (c) (i) any Loan Party shall default in the observance or
          performance of any agreement contained in clause (i) or (ii) of
          Section 7.4(a) (with respect to Holdings and the Borrower only),
          Section 7.7(a) or Section 8 of this Agreement or Sections 5.5 and
          5.7(b) of the Guarantee and Collateral Agreement or (ii) a "Designated
          Event of Default" under and as defined in any Mortgage shall have
          occurred and be continuing; or

               (d) any Loan Party shall default in the observance or performance
          of any other agreement contained in this Agreement or any other Loan
          Document (other than as provided in paragraphs (a) through (c) of this
          Section), and such default shall continue unremedied for a period of
          30 days after notice to the Borrower from the Administrative Agent or
          the Required Lenders; or

               (e) Holdings, the Borrower or any of its Subsidiaries shall (i)
          default in making any payment of any principal of any Indebtedness
          (including any Guarantee Obligation, but excluding the Loans) on the
          scheduled or original due date with respect thereto, after all
          applicable grace periods; or (ii) default in making any payment of any
          interest on any such Indebtedness beyond the period of grace, if any,
          provided in the instrument or agreement under which such Indebtedness
          was created; or (iii) default in the observance or performance of any
          other agreement or condition relating to any such Indebtedness or
          contained in any instrument or agreement evidencing, securing or
          relating thereto, or any other event shall occur or condition exist,
          the effect of which default or other event or condition is to cause,
          or to permit the holder or beneficiary of such Indebtedness (or a
          trustee or agent on behalf of such holder or beneficiary) to cause,
          with the giving of notice if required, such Indebtedness to become due
          prior to its stated maturity or to become subject to a mandatory offer
          to purchase by the obligor thereunder or (in the case of any such
          Indebtedness constituting a Guarantee Obligation) to become payable;
          provided, that a default, event or condition described in clause (i),
          (ii) or (iii) of this paragraph (e) shall not at any time constitute
          an Event of Default unless, at such time, one or more defaults, events
          or conditions of the type described in clauses (i), (ii) and (iii) of
          this paragraph (e) shall have occurred and be continuing with respect
          to Indebtedness the outstanding principal amount of which exceeds in
          the aggregate $12,500,000; or

               (f) (i) Holdings, the Borrower or any of its Subsidiaries shall
          commence any case, proceeding or other action (A) under any existing
          or future law of any jurisdiction, domestic or foreign, relating to
          bankruptcy, insolvency, reorganization or relief of debtors, seeking
          to have an order for relief entered with respect to it, or seeking to
          adjudicate it a bankrupt or insolvent, or seeking reorganization,
          arrangement, adjustment, winding-up, liquidation, dissolution,
          composition or other relief with respect to it or its debts, or (B)
          seeking appointment of a receiver, trustee, custodian, conservator or
          other similar official for it or for all or any substantial part of
          its assets, or Holdings, the Borrower or any of its Subsidiaries shall
          make a general assignment for the benefit of its creditors; or (ii)
          there shall be commenced against Holdings, the Borrower or any of its
          Subsidiaries any case, proceeding or other action of a nature referred
          to in clause (i) above that (A) results in the entry of an order for
          relief or any such adjudication or appointment or (B) remains
          undismissed, undischarged or unbonded for a period of 60 days; or
          (iii) there shall be commenced against Holdings, the Borrower or any
          of its Subsidiaries any case, proceeding or other action seeking
          issuance of a warrant of



                                                                              77

          attachment, execution, distraint or similar process against all or any
          substantial part of its assets that results in the entry of an order
          for any such relief that shall not have been vacated, discharged, or
          stayed or bonded pending appeal within 60 days from the entry thereof;
          or (iv) Holdings, the Borrower or any of its Subsidiaries shall take
          any action in furtherance of, or indicating its consent to, approval
          of, or acquiescence in, any of the acts set forth in clause (i), (ii),
          or (iii) above; or (v) Holdings, the Borrower or any of its
          Subsidiaries shall generally not, or shall be unable to, or shall
          admit in writing its inability to, pay its debts as they become due;
          or

               (g) (i) any Person shall engage in any "prohibited transaction"
          (as defined in Section 406 of ERISA or Section 4975 of the Code)
          involving any Plan, (ii) any "accumulated funding deficiency" (as
          defined in Section 302 of ERISA), whether or not waived, shall exist
          with respect to any Plan or any Lien in favor of the PBGC or a Plan
          shall arise on the assets of the Borrower or any Commonly Controlled
          Entity, (iii) a Reportable Event shall occur with respect to, or
          proceedings shall commence to have a trustee appointed, or a trustee
          shall be appointed, to administer or to terminate, any Single Employer
          Plan, which Reportable Event or commencement of proceedings or
          appointment of a trustee is, in the reasonable opinion of the Required
          Lenders, likely to result in the termination of such Plan for purposes
          of Title IV of ERISA, (iv) any Single Employer Plan shall terminate
          for purposes of Title IV of ERISA, (v) the Borrower or any Commonly
          Controlled Entity shall, or in the reasonable opinion of the Required
          Lenders is likely to, incur any liability in connection with a
          withdrawal from, or the Insolvency or Reorganization of, a
          Multiemployer Plan or (vi) any other event or condition shall occur or
          exist with respect to a Plan; and in each case in clauses (i) through
          (vi) above, such event or condition, together with all other such
          events or conditions, if any, could, in the sole judgment of the
          Required Lenders, reasonably be expected to have a Material Adverse
          Effect; or

               (h) one or more judgments or decrees shall be entered against
          Holdings, the Borrower or any of its Subsidiaries involving in the
          aggregate a liability (not paid or fully covered by insurance as to
          which the relevant insurance company has acknowledged coverage) of
          $15,000,000 or more, and all such judgments or decrees shall not have
          been vacated, discharged, stayed or bonded pending appeal within 45
          days from the entry thereof; or

               (i) any of the Security Documents shall cease, for any reason, to
          be in full force and effect, or any Loan Party or any Affiliate of any
          Loan Party shall so assert, or any Lien created by any of the Security
          Documents shall cease to be enforceable and of the same effect and
          priority purported to be created thereby; or

               (j) the guarantee contained in Section 2 of the Guarantee and
          Collateral Agreement shall cease, for any reason, to be in full force
          and effect or any Loan Party or any Affiliate of any Loan Party shall
          so assert; or

               (k) (i) the Permitted Investors shall cease to have the power to
          vote or direct the voting of securities having a majority of the
          ordinary voting power for the election of directors of Holdings
          (determined on a fully diluted basis); (ii) prior to the effectiveness



                                                                              78

          of an initial registered public offering of the Capital Stock of
          Holdings, WSP and its Control Investment Affiliates will collectively
          cease to own and control, of record and beneficially, (and have the
          exclusive power to vote with respect thereto) directly or indirectly
          at least 51% of the aggregate voting power of the outstanding Capital
          Stock of Holdings free and clear of all Liens (except Liens created by
          the Guarantee and Collateral Agreement) and in any event sufficient to
          direct or cause the direction of the management and policies of
          Holdings; (iii) after the effectiveness of an initial registered
          public offering of the Capital Stock of Holdings, any "person" or
          "group" (as such terms are used in Sections 13(d) and 14(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act")),
          excluding the Permitted Investors, shall become, or obtain rights
          (whether by means or warrants, options or otherwise) to become, the
          "beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the
          Exchange Act), directly or indirectly, of more than (x) 30% of the
          outstanding Capital Stock of Holdings or (y) a greater percentage of
          the outstanding Capital Stock of Holdings than the percentage of such
          Capital Stock then owned collectively by WSP and its Control
          Investment Affiliates, in each case measured by voting power rather
          than number of shares; (iv) the board of directors of Holdings shall
          cease to consist of a majority of Continuing Directors; (v) Holdings
          shall cease to own and control, of record and beneficially, directly,
          100% of each class of outstanding Capital Stock of the Borrower free
          and clear of all Liens (except Liens created by the Guarantee and
          Collateral Agreement); or (vi) a Specified Change of Control shall
          occur; or

               (l) Holdings shall (i) conduct, transact or otherwise engage in,
          or commit to conduct, transact or otherwise engage in, any business or
          operations other than (A) those incidental to its ownership of the
          Capital Stock of the Borrower, (B) incurring fees, costs and expenses
          relating to corporate existence, overhead and general operating
          including, without limitation, professional fees for legal, tax and
          accounting issues, (C) the issuance of its Capital Stock and the
          costs, fees and expenses related thereto, (D) providing
          indemnification to officers and directors and as otherwise permitted
          in Article VIII and (E) engaging in activities, incurring obligations
          and making investments to the extent permitted under Sections 8.6,
          8.8(d), 8.8(g) and 8.8(k), (ii) incur, create, assume or suffer to
          exist any Indebtedness or other liabilities or financial obligations,
          except (x) to the extent permitted under Section 8.2(k), 8.2(l),
          8.2(m) or 8.2(n), (y) nonconsensual obligations imposed by operation
          of law, (z) pursuant to the Loan Documents to which it is a party and
          (aa) obligations with respect to its Capital Stock, (iii) own, lease,
          manage or otherwise operate any properties or assets (including cash
          (other than cash received in connection with dividends made by the
          Borrower in accordance with Section 8.6 pending application in the
          manner contemplated by said Section) and cash equivalents other than
          $1,000,000 in U.S. Government Securities) other than the ownership of
          shares of Capital Stock of the Borrower and (iv) not immediately
          contribute to the Borrower the Net Cash Proceeds received from the
          issuance of any Capital Stock (including, without limitation, Excluded
          Sponsor Capital Stock and Excluded Acquisition Capital Stock); or

               (m) the Senior Subordinated Notes or the guarantees thereof shall
          cease, for any reason, to be validly subordinated to the Obligations
          or the obligations of the Subsidiary Guarantors under the Guarantee
          and Collateral Agreement, as the case may be, as provided in the
          Senior Subordinated Note Indenture, or any Loan Party, any



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          Affiliate of any Loan Party, the trustee in respect of the Senior
          Subordinated Notes or the holders of at least 25% in aggregate
          principal amount of the Senior Subordinated Notes shall so assert;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Loan Documents (including all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of
Credit shall have presented the documents required thereunder) shall immediately
become due and payable, and (B) if such event is any other Event of Default,
either or both of the following actions may be taken: (i) with the consent of
the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrower
declare the Revolving Commitments to be terminated forthwith, whereupon the
Revolving Commitments shall immediately terminate; and (ii) with the consent of
the Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall, by notice to the Borrower,
declare the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents (including all
amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) to be due and payable forthwith, whereupon the same shall
immediately become due and payable. With respect to all Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of an
acceleration pursuant to this paragraph, the Borrower shall at such time deposit
in a cash collateral account (which shall permit Investments in Cash Equivalents
until applied to the Obligations) opened by the Administrative Agent an amount
equal to the aggregate then undrawn and unexpired amount of such Letters of
Credit. Amounts held in such cash collateral account shall be applied by the
Administrative Agent to the payment of drafts drawn under such Letters of
Credit, and the unused portion thereof after all such Letters of Credit shall
have expired or been fully drawn upon, if any, shall be applied to repay other
obligations of the Borrower hereunder and under the other Loan Documents. After
all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of
the Borrower hereunder and under the other Loan Documents shall have been paid
in full (excluding contingent indemnification obligations or obligations with
respect to Specific Hedge Agreements), the balance, if any, in such cash
collateral account shall be returned to the Borrower (or such other Person as
may be lawfully entitled thereto). Except as expressly provided above in this
Section, presentment, demand, protest and all other notices of any kind are
hereby expressly waived by the Borrower.

                             SECTION 10. THE AGENTS

          10.1. Appointment. Each Lender hereby irrevocably designates and
appoints each Agent as the agent of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes such Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to such Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this



                                                                              80

Agreement, no Agent shall have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against any Agent.

       10.2. Delegation of Duties. Each Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.

       10.3. Exculpatory Provisions. Neither any Agent nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except to the extent that any of the foregoing are found by
a final and nonappealable decision of a court of competent jurisdiction to have
resulted from its or such Person's own gross negligence or willful misconduct)
or (ii) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by any Loan Party or any officer
thereof contained in this Agreement or any other Loan Document or in any
certificate, report, statement or other document referred to or provided for in,
or received by the Agents under or in connection with, this Agreement or any
other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of any Loan Party a party thereto to perform its obligations
hereunder or thereunder. The Agents shall not be under any obligation to any
Lender to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of any Loan Party.

       10.4. Reliance by Agents. Each Agent shall be entitled to rely, and shall
be fully protected in relying, upon any instrument, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including counsel to
Holdings or the Borrower), independent accountants and other experts selected by
such Agent. The Administrative Agent may deem and treat the payee of any Note as
the owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative
Agent. Each Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders (or, if so specified
by this Agreement, all Lenders) as it deems appropriate or it shall first be
indemnified to its satisfaction by the Lenders against any and all liability and
expense that may be incurred by it by reason of taking or continuing to take any
such action. The Agents shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Required Lenders (or, if so specified by this
Agreement, all Lenders), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Loans.



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       10.5. Notice of Default. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless
such Agent has received notice from a Lender, Holdings or the Borrower referring
to this Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default". In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall promptly give notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders (or, if so specified by this Agreement, all Lenders or any
other instructing group of Lenders specified by this Agreement); provided, that
unless and until the Administrative Agent shall have received such directions,
the Administrative Agent may (but shall not be obligated to) take such action,
or refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders.

       10.6. Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that neither the Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates have made any
representations or warranties to it and that no act by any Agent hereafter
taken, including any review of the affairs of a Loan Party or any affiliate of a
Loan Party, shall be deemed to constitute any representation or warranty by any
Agent to any Lender. Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Loan Parties and their
affiliates and made its own decision to make its Loans hereunder and enter into
this Agreement. Each Lender also represents that it will, independently and
without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates. Except for notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty
or responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

       10.7. Indemnification. The Lenders agree to indemnify each Agent in its
capacity as such (to the extent not reimbursed by Holdings or the Borrower and
without limiting the obligation of Holdings or the Borrower to do so), ratably
according to their respective Aggregate Exposure Percentages in effect on the
date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such Aggregate Exposure Percentages immediately prior to such date), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent in any way
relating to or



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arising out of, the Commitments, this Agreement, any of the other Loan Documents
or any documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby or any action taken or omitted by
such Agent under or in connection with any of the foregoing; provided, that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from such Agent's gross
negligence or willful misconduct. The agreements in this Section shall survive
the payment of the Loans and all other amounts payable hereunder.

       10.8. Agent in Its Individual Capacity. Each Agent and its affiliates may
make loans to, accept deposits from and generally engage in any kind of business
with any Loan Party as though such Agent were not an Agent. With respect to its
Loans made or renewed by it and with respect to any Letter of Credit issued or
participated in by it, each Agent shall have the same rights and powers under
this Agreement and the other Loan Documents as any Lender and may exercise the
same as though it were not an Agent, and the terms "Lender" and "Lenders" shall
include each Agent in its individual capacity.

       10.9. Successor Administrative Agent. The Administrative Agent may resign
as Administrative Agent upon 10 days' notice to the Lenders and the Borrower. If
the Administrative Agent shall resign as Administrative Agent under this
Agreement and the other Loan Documents, then the Required Lenders shall appoint
from among the Lenders a successor agent for the Lenders, which successor agent
shall (unless an Event of Default under Section 9(a) or Section 9(f) with
respect to the Borrower shall have occurred and be continuing) be subject to
approval by the Borrower (which approval shall not be unreasonably withheld or
delayed), whereupon such successor agent shall succeed to the rights, powers and
duties of the Administrative Agent, and the term "Administrative Agent" shall
mean such successor agent effective upon such appointment and approval, and the
former Administrative Agent's rights, powers and duties as Administrative Agent
shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. If no successor agent has accepted appointment as
Administrative Agent by the date that is 10 days following a retiring
Administrative Agent's notice of resignation, the retiring Administrative
Agent's resignation shall nevertheless thereupon become effective and the
Lenders shall assume and perform all of the duties of the Administrative Agent
hereunder until such time, if any, as the Required Lenders and, if applicable,
the Borrower appoint a successor agent as provided for above. The Syndication
Agent and each of the Documentation Agents may, at any time, by notice to the
Lenders and the Administrative Agent, resign as Syndication Agent or
Documentation Agent, as the case may be, hereunder, whereupon the duties,
rights, obligations and responsibilities of the Syndication Agent or
Documentation Agent, as the case may be, hereunder shall automatically be
assumed by, and inure to the benefit of, the Administrative Agent, without any
further act by the Syndication Agent or Documentation Agent, as the case may be,
the Administrative Agent or any Lender. After any retiring Administrative
Agent's resignation as Administrative Agent, the provisions of this Section 10
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement and the other Loan
Documents.



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       10.10. Agents Generally. Except as expressly set forth herein, no Agent
shall have any duties or responsibilities hereunder in its capacity as such.

       10.11. The Lead Arranger. The Lead Arranger, in its capacity as such,
shall have no duties or responsibilities, and shall incur no liability, under
this Agreement and other Loan Documents.

                           SECTION 11. MISCELLANEOUS

       11.1.  Amendments and Waivers. Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 11.1. The
Required Lenders and each Loan Party party to the relevant Loan Document may,
or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, supplements or modifications hereto and to
the other Loan Documents for the purpose of adding any provisions to this
Agreement or the other Loan Documents or changing in any manner the rights of
the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms and conditions as the Required Lenders or the Administrative Agent, as the
case may be, may specify in such instrument, any of the requirements of this
Agreement or the other Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such waiver and no such amendment,
supplement or modification shall (i) forgive the principal amount or extend the
final scheduled date of maturity of any Loan, extend the scheduled date of any
amortization payment in respect of any Term Loan, reduce the stated rate of any
interest or fee payable hereunder (except that any amendment or modification of
defined terms used in the financial covenants in this Agreement shall not
constitute a reduction in the rate of interest or fees for purposes of this
clause (i)) or extend the scheduled date of any payment thereof, or increase the
amount or extend the expiration date of any Lender's Revolving Commitment (it
being understood that waivers or modifications of conditions precedent,
covenants, Defaults or Events of Default or of mandatory reduction of
Commitments shall not constitute an increase of Commitment of any Lender and
that an increase in the available portion of any Commitment of any Lender shall
not constitute an increase in the Commitment of any Lender), or amend, modify or
waive Section 4.8 (a), (b) or (c), in each case without the written consent of
each Lender directly affected thereby; (ii) eliminate or reduce the voting
rights of any Lender under this Section 11.1 without the written consent of such
Lender; (iii) reduce any percentage specified in the definition of Required
Lenders, consent to the assignment or transfer by the Borrower of any of its
rights and obligations under this Agreement and the other Loan Documents,
release all or substantially all of the Collateral or release all or
substantially all of the Guarantors from their obligations under the Guarantee
and Collateral Agreement, in each case without the written consent of all
Lenders unless otherwise permitted herein or in any other Loan Document; (iv)
amend, modify or waive any provision of Section 10 without the written consent
of each Agent adversely affected thereby; (v) amend, modify or waive any
provision of Section 3.3 or 3.4 without the written consent of the Swingline
Lender; or (vi) amend, modify or waive any provision of Sections 3.7 to 3.14
without the written consent of the Issuing Lender. Any such waiver and any such
amendment, supplement or modification shall apply equally to each of the Lenders
and shall be binding upon the Loan Parties, the Lenders, the Agents and all
future holders of the Loans. In the case of any waiver, the Loan Parties, the
Lenders and the Agents shall be restored to their



                                                                              84

former position and rights hereunder and under the other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

       For the avoidance of doubt, this Agreement may be amended (or amended and
restated) with the written consent of the Required Lenders, the Administrative
Agent and the Borrower (or, in the case of Additional Acquisition Extensions of
Credit, with the consent of the Administrative Agent and the Borrower) (a) to
add one or more additional credit facilities to this Agreement and to permit the
extensions of credit from time to time outstanding thereunder and the accrued
interest and fees in respect thereof (collectively, the "Additional Extensions
of Credit") to share ratably in the benefits of this Agreement and the other
Loan Documents with the Term Loans and Revolving Extensions of Credit (to the
extent applicable) and the accrued interest and fees in respect thereof and (b)
to include appropriately the Lenders holding such credit facilities in any
determination of the Required Lenders.

       11.2. Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of Holdings, the Borrower and the
Lead Agents, and as set forth in an administrative questionnaire delivered to
the Administrative Agent in the case of the Lenders, or to such other address as
may be hereafter notified by the respective parties hereto:

    Holdings:                  23000 Roundy's Drive
                               Pewaukee, WI 53072
                               Attention: Edward G. Kitz
                               Telecopy: (262) 953-7979
                               Telephone: (262) 953-7999

    The Borrower:              23000 Roundy's Drive
                               Pewaukee, WI 53072
                               Attention: Edward G. Kitz
                               Telecopy: (262) 953-7979
                               Telephone: (262) 953-7999

    With a copy to:

    WSP                        One North Wacker Drive
                               Suite 4800
                               Chicago, IL 60606
                               Attention:  Mark Michaels
                               Telecopy:  (312) 422-2424
                               Telephone: (312) 422-2400




                                                                              85

         Kirkland & Ellis               200 East Randolph Drive
                                        Chicago, IL 60601
                                        Attention: John A. Weissenbach
                                        Telecopy: (312) 861-2200
                                        Telephone: (312) 861-2000

         The Administrative Agent:      Bear Stearns Corporate Lending Inc.
                                        383 Madison Avenue
                                        New York, NY 10179
                                        Attention: Victor Bulzacchelli
                                                   Portfolio Management Group
                                        Telecopy: (212) 272-5466
                                        Telephone: (212) 272-2000

         with a copy to:                Deutsche Bank
                                        60 Wall Street
                                        Mail Code: NYC 1701
                                        New York, NY 10005
                                        Attention: Donna Liparulo
                                        Telecopy: (212) 797-0407
                                        Telephone: (212) 602-1116

         The Syndication Agent:         Canadian Imperial Bank of Commerce
                                        425 Lexington Ave.
                                        New York, NY 10017
                                        Attention: Brian O'Callahan
                                        Telecopy: (212) 856-6066
                                        Telephone: (212) 856-4177

         with a copy to:                Canadian Imperial Bank of Commerce
                                        425 Lexington Ave.
                                        New York, NY 10017
                                        Attention: Vincent Spencer
                                        Telecopy: (212) 856-3761
                                        Telephone: (212) 885-4579


provided, that any notice, request or demand to or upon any Agent, the Issuing
Lender or the Lenders shall not be effective until received.

             11.3. No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of any Agent or any Lender, any right, remedy,
power or privilege hereunder or under the other Loan Documents shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.



                                                                              86

             11.4. Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans and other extensions of credit hereunder.

             11.5. Payment of Expenses and Taxes. The Borrower agrees (a) to pay
or reimburse each Lead Agent for all its reasonable out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution
of, and any amendment, supplement or modification to, this Agreement and the
other Loan Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including the reasonable fees and disbursements
of one counsel to the Lead Agents and filing and recording fees and expenses,
with statements with respect to the foregoing to be submitted to the Borrower
prior to the Closing Date (in the case of amounts to be paid on the Closing
Date) and from time to time thereafter on a quarterly basis or such other
periodic basis as such Lead Agent shall deem appropriate, (b) to pay or
reimburse each Lender and Lead Agent for all its reasonable, out-of-pocket costs
and expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement, the other Loan Documents and any such other
documents, including the fees and disbursements of one counsel to the Lead
Agents (unless there is an actual or perceived conflict of interest in which
case each Lead Agent affected thereby may retain its own counsel), and one
counsel for the Lenders (unless there is an actual or perceived conflict of
interest in which case each Lender affected thereby may retain its own counsel)
(c) to pay, indemnify, and hold each Lender and Lead Agent harmless from, any
and all recording and filing fees and any and all liabilities with respect to,
or resulting from any delay in paying, stamp, excise and other taxes, if any,
that may be payable or determined to be payable in connection with the execution
and delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, this Agreement, the other Loan Documents and
any such other documents, and (d) to pay, indemnify, and hold each Lender and
Lead Agent and their respective officers, directors, employees, affiliates,
agents, controlling persons and trustees (each, an "Indemnitee") harmless from
and against any and all other liabilities, obligations, actual losses, damages,
penalties, actions, judgments, suits, reasonable costs, reasonable expenses or
reasonable disbursements of any kind or nature whatsoever with respect to any
claims or proceedings brought by a third party in connection with the execution,
delivery, enforcement, performance and administration of this Agreement, the
other Loan Documents and any such other documents, including any of the
foregoing relating to the use of proceeds of the Loans or the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of Holdings, the Borrower any of its Subsidiaries or any of the
Properties and the reasonable fees and expenses of one counsel to the Lead
Agents (unless there is an actual or perceived conflict of interest in which
case each Lead Agent affected thereby may retain its own counsel) and one
counsel for the Lenders (unless there is an actual or perceived conflict of
interest in which case each Lender affected thereby may retain its own counsel)
in connection with claims, actions or proceedings by any Indemnitee against any
Loan Party under any Loan Document (all the foregoing in this clause (d),
collectively, the "Indemnified Liabilities"), provided, that the Borrower shall
have no obligation hereunder to any Indemnitee with respect to Indemnified
Liabilities to the extent such Indemnified Liabilities to result from the gross
negligence or willful misconduct of such Indemnitee or disputes among the Lead
Agents and/or any Lenders. Without limiting the



                                                                              87

foregoing, and to the extent permitted by applicable law, the Borrower agrees
not to assert and to cause its Subsidiaries not to assert, and hereby waives and
agrees to cause its Subsidiaries to waive, all rights for contribution or any
other rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature, under or related to Environmental Laws, that any of them might have by
statute or otherwise against any Indemnitee. All amounts due under this Section
11.5 shall be payable not later than 30 days after written demand is submitted
to the Borrower therefor. Statements payable by the Borrower pursuant to this
Section 11.5, at the address of the Borrower set forth in Section 11.2, or to
such other Person or address as may be hereafter designated by the Borrower in a
written notice to the Administrative Agent. The agreements in this Section 11.5
shall survive repayment of the Loans and all other amounts payable hereunder.

             11.6. Successors and Assigns; Participations and Assignments. (a)
This Agreement shall be binding upon and inure to the benefit of Holdings, the
Borrower, the Lenders, the Administrative Agent, all future holders of the Loans
and their respective successors and assigns, except that the Borrower may not
assign or transfer any of its rights or obligations under this Agreement without
the prior written consent of each Lender.

             (b)   Any Lender other than any Conduit Lender may, without the
consent of the Borrower, in accordance with applicable law, at any time sell to
one or more banks, financial institutions or other entities (each, a
"Participant") participating interests in any Loan owing to such Lender, any
Commitment of such Lender or any other interest of such Lender hereunder and
under the other Loan Documents. In the event of any such sale by a Lender of a
participating interest to a Participant, such Lender's obligations under this
Agreement to the other parties to this Agreement shall remain unchanged, such
Lender shall remain solely responsible for the performance thereof, such Lender
shall remain the holder of any such Loan for all purposes under this Agreement
and the other Loan Documents, and the Borrower and the Administrative Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender's rights and obligations under this Agreement and the other Loan
Documents. In no event shall any Participant under any such participation have
any right to approve any amendment or waiver of any provision of any Loan
Document, or any consent to any departure by any Loan Party therefrom, except to
the extent that such amendment, waiver or consent would reduce the principal of,
or interest on, the Loans or any fees payable hereunder, or postpone the date of
the final maturity of the Loans, in each case to the extent subject to such
participation. The Borrower agrees that if amounts outstanding under this
Agreement and the Loans are due or unpaid, or shall have been declared or shall
have become due and payable upon the occurrence of an Event of Default, each
Participant shall, to the maximum extent permitted by applicable law (except as
limited by this Agreement), be deemed to have the right of setoff in respect of
its participating interest in amounts owing under this Agreement to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under this Agreement, provided, that in purchasing such
participating interest, such Participant shall be deemed to have agreed to share
with the Lenders the proceeds thereof as provided in Section 11.7(a) as fully as
if it were a Lender hereunder. The Borrower also agrees that each Participant
shall be entitled to the benefits of Sections 4.9, 4.10 and 4.11 with respect to
its participation in the Commitments and the Loans outstanding from time to time
as if it was a Lender; provided, that in the case of Section 4.10, such
Participant shall have complied with the requirements of said Section and
provided, further, that no Participant shall be entitled to receive any greater
amount pursuant to



                                                                              88

any such Section than the transferor Lender would have been entitled to receive
in respect of the amount of the participation transferred by such transferor
Lender to such Participant had no such transfer occurred.

             (c) Any Lender other than any Conduit Lender (an "Assignor") may,
in accordance with applicable law, at any time and from time to time assign, to
(i) any Lender, any Affiliate of any Lender or any Approved Fund thereof or (ii)
with the consent of the Borrower and the Administrative Agent (which, in each
case, shall not be unreasonably withheld or delayed), to an additional bank,
financial institution or other entity (an "Assignee") all or any part of its
rights and obligations under this Agreement and the other Loan Documents
pursuant to an Assignment and Acceptance, executed by such Assignee, such
Assignor and any other Person whose consent is required pursuant to this
paragraph, and delivered to the Administrative Agent for its acceptance and
recording in the Register; provided, that (A) no such assignment to an Assignee
(other than any Lender, any affiliate of any Lender or any Approved Fund) shall
be in an aggregate principal amount of less than $500,000 (other than in the
case of an assignment of all of a Lender's interests under this Agreement),
unless otherwise agreed by the Borrower and the Administrative Agent, (B) in the
case of any assignment of Revolving Commitments (other than to a Lender or an
Affiliate of a Lender), the consent of Borrower the Issuing Lender and the Swing
Line Lender shall be required, (C) no consent shall be required for any
assignment by the Administrative Agent or any of its Affiliates and (D) no
consent of the Borrower shall be required for any assignment of Term Loans.
Notwithstanding the foregoing, the Borrower's consent (which shall not be
unreasonably withheld or delayed) shall be required for any assignment to any
company which is engaged in a business that is substantially similar to the
Borrower or is a competitor of the Borrower. For purposes of the proviso
contained in the preceding sentence, the amount described therein shall be
aggregated in respect of each Lender and its related Approved Funds, if any. Any
such assignment need not be ratable as among the Facilities. Upon such
execution, delivery, acceptance and recording, from and after the effective date
determined pursuant to such Assignment and Acceptance, (x) the Assignee
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
with a Commitment and/or Loans as set forth therein, and (y) the Assignor
thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of an Assignor's rights and obligations
under this Agreement, such Assignor shall cease to be a party hereto).
Notwithstanding any provision of this Section 11.6, the consent of the Borrower
shall not be required for any assignment that occurs when an Event of Default
shall have occurred and be continuing. Notwithstanding the foregoing, any
Conduit Lender may assign at any time to its designating Lender hereunder
without the consent of the Borrower or the Administrative Agent any or all of
the Loans it may have funded hereunder and pursuant to its designation agreement
and without regard to the limitations set forth in the first sentence of this
Section 11.6(c).

             (d) The Administrative Agent shall, on behalf of the Borrower,
maintain at its address referred to in Section 11.2 a copy of each Assignment
and Acceptance delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Lenders and the Commitment of, and
the principal amount of the Loans owing to, each Lender from time to time. The
entries in the Register shall be conclusive, in the absence of manifest error,
and the Borrower, each other Loan Party, the Administrative Agent and the
Lenders shall treat each



                                                                              89

Person whose name is recorded in the Register as the owner of the Loans and any
Notes evidencing the Loans recorded therein for all purposes of this Agreement.
Any assignment of any Loan, whether or not evidenced by a Note, shall be
effective only upon appropriate entries with respect thereto being made in the
Register (and each Note shall expressly so provide). Any assignment or transfer
of all or part of a Loan evidenced by a Note shall be registered on the Register
only upon surrender for registration of assignment or transfer of the Note
evidencing such Loan, accompanied by a duly executed Assignment and Acceptance,
and thereupon one or more new Notes shall be issued to the designated Assignee.

             (e)   Upon its receipt of an Assignment and Acceptance executed by
an Assignor, an Assignee and any other Person whose consent is required by
Section 11.6(c), together with any tax forms required herein, the Administrative
Agent shall (i) promptly accept such Assignment and Acceptance and (ii) record
the information contained therein in the Register on the effective date
determined pursuant thereto.

             (f)   For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this Section 11.6 concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including any pledge or
assignment by a Lender of any Loan or Note to any Federal Reserve Bank in
accordance with applicable law.

             (g)   The Borrower, upon receipt of written notice from the
relevant Lender, agrees to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (f) above.

             (h)   Each of Holdings, the Borrower, each Lender and the
Administrative Agent hereby confirms that it will not institute against a
Conduit Lender or join any other Person in instituting against a Conduit Lender
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any state bankruptcy or similar law, for one year and one day
after the payment in full of the latest maturing commercial paper note issued by
such Conduit Lender; provided, however, that each Lender designating any Conduit
Lender hereby agrees to indemnify, save and hold harmless each other party
hereto for any loss, cost, damage or expense arising out of its inability to
institute such a proceeding against such Conduit Lender during such period of
forbearance.

             11.7. Adjustments; Set-off. (a) Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular Lender
or to the Lenders under a particular Facility, if any Lender (a "Benefited
Lender") shall at any time receive any payment of all or part of the Obligations
owing to it, or receive any collateral in respect thereof (whether voluntarily
or involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 9(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of the Obligations owing to such other Lender, such Benefited Lender shall
purchase for cash from the other Lenders a participating interest in such
portion of the Obligations owing to each such other Lender, or shall provide
such other Lenders with the benefits of any such collateral, as shall be
necessary to cause such Benefited Lender to share the excess payment or benefits
of such collateral ratably with each of the Lenders; provided, however, that if
all or any portion of such excess payment or benefits is



                                                                              90

thereafter recovered from such Benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

               (b)    Upon the occurrence and during the continuance of an Event
of Default under Section 9(a), in addition to any rights and remedies of the
Lenders provided by law, each Lender shall have the right, without prior notice
to Holdings or the Borrower, any such notice being expressly waived by Holdings
and the Borrower to the extent permitted by applicable law, upon any amount to
the extent due and payable by Holdings or the Borrower hereunder (whether at the
stated maturity, by acceleration or otherwise), to set off and appropriate and
apply against such amount any and all deposits (general or special, time or
demand, provisional or final, other than payroll or trust accounts), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured, at any
time held or owing by such Lender or any branch or agency thereof to or for the
credit or the account of Holdings or the Borrower, as the case may be. Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after
any such setoff and application made by such Lender, provided, that the failure
to give such notice shall not affect the validity of such setoff and
application.

               11.8.  Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. Delivery of an executed signature page of this
Agreement by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof. A set of the copies of this Agreement signed by all
the parties shall be lodged with the Borrower and the Administrative Agent.

               11.9.  Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

               11.10. Integration. This Agreement and the other Loan Documents
represent the entire agreement of Holdings, the Borrower, the Agents and the
Lenders with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by any Agent or any Lender
relative to subject matter hereof not expressly set forth or referred to herein
or in the other Loan Documents.

               11.11. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

               11.12. Submission To Jurisdiction; Waivers. Each of Holdings and
the Borrower hereby irrevocably and unconditionally:

               (a)    submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition



                                                                              91

         and enforcement of any judgment in respect thereof, to the
         non-exclusive general jurisdiction of the courts of the State of New
         York, the courts of the United States for the Southern District of New
         York, and appellate courts from any thereof;

               (b)    consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

               (c)    agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to Holdings or the Borrower, as the case may be at its address
         set forth in Section 11.2 or at such other address of which the
         Administrative Agent shall have been notified pursuant thereto;

               (d)    agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and

               (e)    waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this Section any special, exemplary, punitive or
         consequential damages.

               11.13. Acknowledgments. Each of Holdings and the Borrower hereby
acknowledges that:

               (a)    it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Loan Documents;

               (b)    no Agent or Lender has any fiduciary relationship with or
         duty to Holdings or the Borrower arising out of or in connection with
         this Agreement or any of the other Loan Documents, and the relationship
         between the Agents and Lenders, on one hand, and Holdings and the
         Borrower, on the other hand, in connection herewith or therewith is
         solely that of debtor and creditor; and

               (c)    no joint venture is created hereby or by the other Loan
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or among Holdings, the Borrower
         and the Lenders.

               11.14. Releases of Guarantees and Liens. (a) Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
Administrative Agent is hereby irrevocably authorized by each Lender (without
requirement of notice to or consent of any Lender except as expressly required
by Section 11.1) to take any action requested by the Borrower having the effect
of releasing any Collateral or guarantee obligations (i) to the extent necessary
to permit consummation of any transaction not prohibited by any Loan Document or
that has been consented to in accordance with Section 11.1 or (ii) under the
circumstances described in paragraph (b) below.



                                                                              92

               (b)    At such time as the Loans, the Reimbursement Obligations
and the other obligations under the Loan Documents (other than contingent
indemnification obligations and obligations under or in respect of Hedge
Agreements) shall have been paid in full, the Commitments have been terminated
and no Letters of Credit shall be outstanding (unless collateralized on terms
and conditions satisfactory to the Issuing Lender following the termination of
the Commitments and the repayment of all amounts due and payable under the Loan
Documents), the Collateral shall be released from the Liens created by the
Security Documents, and the Security Documents and all obligations (other than
those expressly stated to survive such termination) of the Administrative Agent
and each Loan Party under the Security Documents shall promptly terminate, all
without delivery of any instrument or performance of any act by any Person.

               11.15. Confidentiality. Each Agent and each Lender agrees to keep
confidential all non-public information provided to it by or on behalf of the
Sponsor or Equity Investor or any Loan Party or any of their Subsidiaries or any
of such Person's attorneys, agents or accountants pursuant to this Agreement;
provided, that nothing herein shall prevent any Agent or any Lender from
disclosing any such information (a) to any Agent, any other Lender, any
affiliate of any Agent or Lender or any Approved Fund that are made aware of the
provisions of this Section prior to disclosure, (b) to any actual or prospective
Transferee or Hedge Agreement counterparty or any "Other Professional Advisor"
referred to in clause (c) below, in each case, that agrees to comply with the
provisions of this Section prior to disclosure, (c) to its employees, directors,
agents, attorneys, accountants and other professional advisors or those of any
of its affiliates that are made aware of provisions of this Section prior to
disclosure (with such Agent or Lender to be responsible for any breach of this
Section by such Persons), (d) upon the request or demand of any Governmental
Authority, (e) in response to any order of any court or other Governmental
Authority or as may otherwise be required pursuant to any Requirement of Law,
(f) if requested or required to do so in connection with any litigation or
similar proceeding, (g) that has been publicly disclosed, (h) to the National
Association of Insurance Commissioners or any similar organization or any
nationally recognized rating agency that requires access to information about a
Lender's investment portfolio in connection with ratings issued with respect to
such Lender, or (i) in connection with the exercise of any remedy hereunder or
under any other Loan Document.

               11.16. WAIVERS OF JURY TRIAL. HOLDINGS, THE BORROWER, THE AGENTS
AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.



                                                                              93

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

                                        ROUNDY'S ACQUISITION CORP.

                                        By:  /s/ Robert A. Mariano
                                             ----------------------------------
                                             Name:
                                             Title:

                                        ROUNDY'S, INC.

                                        By:  /s/ Edward G. Kitz
                                             ----------------------------------
                                             Name:
                                             Title:

                                        BEAR, STEARNS & CO. INC., as Sole Lead
                                        Arranger and Sole Bookrunner

                                        By:  /s/ Keith C. Barnish
                                             ----------------------------------
                                             Name:  Keith C. Barnish
                                             Title: Senior Managing Director

                                        BEAR STEARNS CORPORATE LENDING INC.,
                                        as Administrative Agent and as a Lender

                                        By:  /s/ Keith C. Barnish
                                             ----------------------------------
                                             Name:  Keith C. Barnish
                                             Title: Executive Vice President

                                        CANADIAN IMPERIAL BANK OF COMMERCE,
                                        as Syndication Agent

                                        By:  /s/ Brian O'Callahan
                                             ----------------------------------
                                             Name:  Brian O'Callahan
                                             Title: Executive Director

                                        CIBC INC., as Lender

                                        By:  /s/ Brian O'Callahan
                                             ----------------------------------
                                             Name:  Brian O'Callahan
                                             Title: Executive Director




                                                     BANK ONE, WISCONSIN


                                                     By: /s/ James R. Popp
                                                         -----------------------
                                                     Name:  James R. Popp
                                                     Title: Sr. Vice President




[Signature Page to the Roundy's Inc. Credit Agreement, dated as of June 6, 2002]




                                                     COOPERATIVE CENTRALE
                                                     RAIFFEISEN-BOERENLEENBANK
                                                     B.A., "RABOBANK
                                                     INTERNATIONAL"
                                                     NEW YORK BRANCH

                                                     By: /s/ David W. Nelson
                                                         -----------------------
                                                     Name:  David W. Nelson
                                                     Title: Managing Director


                                                        /s/ Edward J. Peyser
                                                        ------------------------
                                                        Edward J. Peyser
                                                        Managing Director




[Signature Page to the Roundy's Inc. Credit Agreement, dated as of June 6, 2002]












                                                     LASALLE BANK
                                                     NATIONAL ASSOCIATION


                                                     By: /s/ Bernardo Lacayo
                                                         -----------------------
                                                     Name:  Bernardo Lacayo
                                                     Title: Vice President




[Signature Page to the Roundy's Inc. Credit Agreement, dated as of June 6, 2002]












                                                     ASSOCIATED BANK, N.A.


                                                     By: /s/ Mark Matthiesen
                                                         -----------------------
                                                     Name:  Mark Matthiesen
                                                     Title: Vice President




[Signature Page to the Roundy's Inc. Credit Agreement, dated as of June 6, 2002]












                                                     HARRIS TRUST AND SAVINGS
                                                     BANK

                                                     By:  /s/ Scott Place
                                                          ----------------------
                                                     Name:  Scott Place
                                                     Title: Vice President




[Signature Page to the Roundy's Inc. Credit Agreement, dated as of June 6, 2002]











                                                     M&I MARSHALL & ILSLEY BANK


                                                     By: /s/ Eric L. Thomas
                                                         -----------------------
                                                     Name:  Eric L. Thomas
                                                     Title: Vice President


                                                     By: /s/ Leo D. Freeman
                                                         -----------------------
                                                     Name:  Leo D. Freeman
                                                     Title: Vice President



                                                     U.S. BANK
                                                     NATIONAL ASSOCIATION


                                                     By: /s/ Jeff Janza
                                                         -----------------------
                                                     Name:  Jeff Janza
                                                     Title: Vice President




[Signature Page to the Roundy's Inc. Credit Agreement, dated as of June 6, 2002]










                                                                         Annex A

                PRICING GRID FOR REVOLVING LOANS, SWINGLINE LOANS
                               AND COMMITMENT FEES

================================================================================
                 Applicable Margin for  Applicable Margin for   Commitment Fee
  Pricing Level    Eurodollar Loans        Base Rate Loans           Rate
- --------------------------------------------------------------------------------
                      Revolving               Revolving
                        Loans                   Loans
- --------------------------------------------------------------------------------
        I               3.25%                   2.25%                0.50%
- --------------------------------------------------------------------------------
        II              3.00%                   2.00%                0.50%
- --------------------------------------------------------------------------------
       III              2.75%                   1.75%                0.50%
- --------------------------------------------------------------------------------
        IV              2.25%                   1.25%                0.40%
- --------------------------------------------------------------------------------
        V               1.75%                   0.75%                0.375%
================================================================================

The Applicable Margin for Revolving Loans and Swingline Loans and the Commitment
Fee Rate shall be adjusted, on and after the first Adjustment Date (as defined
below) occurring after the date which is six months after the Closing Date,
based on changes in the Consolidated Leverage Ratio, with such adjustments to
become effective on the date (the "Adjustment Date") that is three Business Days
after the date on which the relevant financial statements are delivered to the
Lenders pursuant to Section 7.1 and to remain in effect until the next
adjustment to be effected pursuant to this paragraph. If any financial
statements referred to above are not delivered within the time periods specified
in Section 7.1, then, until the date that is three Business Days after the date
on which such financial statements are delivered, the highest rate set forth in
each column of the Pricing Grid shall apply. On each Adjustment Date, the
Applicable Margin for Revolving Loans and Swingline Loans and the Commitment Fee
Rate shall be adjusted to be equal to the Applicable Margins and Commitment Fee
Rate opposite the Pricing Level determined to exist on such Adjustment Date from
the financial statements relating to such Adjustment Date.

               As used herein, the following rules shall govern the
determination of Pricing Levels on each Adjustment Date:

               "Pricing Level I" shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is greater than or equal to
4.00 to 1.00.

               "Pricing Level II" shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 4.00 to 1.00
but greater than or equal to 3.50 to 1.00.

               "Pricing Level III" shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 3.50 to 1.00
but greater than or equal to 3.00 to 1.00.

               "Pricing Level IV" shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 3.00 to 1.00
but greater than or equal to 2.50 to 1.00.

               "Pricing Level V" shall exist on an Adjustment Date if the
Consolidated Leverage Ratio for the relevant period is less than 2.50 to 1.00.



                       Schedule 1.1B - Mortgaged Property
                       ----------------------------------




- -----------------------------------------------------------------------------------------------------------
    STORE #                 LOCATION                     COUNTY                RECORD OWNER
- -----------------------------------------------------------------------------------------------------------
                                                              
      74       315 S. Main Street,                       Clark          The Copps Corporation,
               Greenwood, WI  54437                                     a Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
      103      3256 Church Street, Stevens               Portage        The Copps Corporation,
               Point, WI  54481                                         a Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
      104      2551 Jackson Street, Oshkosh, WI          Winnebago      The Copps Corporation, a
               54907                                                    Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
      105      1200 S. Koeller Road, Oshkosh,            Winnebago      The Copps Corporation, a
               WI  54901                                                Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
               340 S. 8th Street, Medford, WI            Taylor         The Copps Corporation, a
      106      54451                                                    Wisconsin corporation
                                                                        (as to Parcels C&E)
- -----------------------------------------------------------------------------------------------------------
      108      1919 E. Calumet Street, Appleton,         Calumet        The Copps Corporation, a
               WI  54915                                                Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
      112      330 N. Peters Ave., Fond du Lac,          Fond du Lac    The Copps Corporation, a
               WI  54935                                                Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
      117      1009 Holiday Lane, Hurley, WI             Iron           The Copps Corporation, a
               54534                                                    Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------








- -----------------------------------------------------------------------------------------------------------
    STORE #                 LOCATION                     COUNTY              RECORD OWNER
- -----------------------------------------------------------------------------------------------------------
                                                              
      118      2400 Wisconsin Avenue, Appleton,         Outagamie       The Copps Corporation, a
               WI  54914                                                Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
      119      3310 E. Hamilton Avenue, Eau             Eau Claire      The Copps Corporation, a
               Claire, WI  54701                                        Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
      124      1530 S. Commercial, Neenah, WI           Winnebago       The Copps Corporation, a
               54956                                                    Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
      127      256 S. Lake Street, Phillips, WI         Price           The Copps Corporation, a
                                                                        Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
      150      1105 N. Central Avenue,                  Wood            The Copps Corporation, a
               Marshfield, WI                                           Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
      904      2220 Minnesota Avenue, Stevens           Portage         The Copps Corporation, a
               Point, WI   54481                                        Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
      912      2828 Wayne Street, Stevens Point,        Portage         The Copps Corporation, a
               WI  54481                                                Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
      916      3308 Wayne Street, Stevens Point,        Portage         The Copps Corporation, a
               WI  54481                                                Wisconsin corporation
                                                                        (Parcel 2 only)
- -----------------------------------------------------------------------------------------------------------







- -----------------------------------------------------------------------------------------------------------
    STORE #                 LOCATION                     COUNTY             RECORD OWNER
- -----------------------------------------------------------------------------------------------------------
                                                              
    1097337    23000 Roundy Drive, Pewaukee, WI         Waukesha        Jondex Corp., a
               53072                                                    Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
    1097336    23050 Roundy Drive, Pewaukee, WI         Waukesha        Jondex Corp., a
               53072                                                    Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
     1603      112 W. 8th Street, Monroe, WI            Green           Jondex Corp., a
                                                                        Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
    1097339    11300/11500 W. Burleigh,                 Milwaukee       Jondex Corp., a
               Wauwatosa, WI  53222                                     Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
    1097335    16655 West Glendale, New Berlin,         Waukesha        Jondex Corp., a
               WI  53151                                                Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
    1097338    12735 W. Capitol Drive,                  Waukesha        Mega Marts Inc., a
               Brookfield, WI  53045                                    Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
     3446      6500 South US 421, Westville, IN         LaPorte         The Midland Grocery Company, an
               46391                                                    Ohio corporation
- -----------------------------------------------------------------------------------------------------------
     63406     1764 Creston Street, Muskegon,           Muskegon        Midland Grocery of Michigan,
               MI  49442                                                Inc., a Michigan corporation
- -----------------------------------------------------------------------------------------------------------








- -----------------------------------------------------------------------------------------------------------
    STORE #                 LOCATION                      COUNTY               RECORD OWNER
- -----------------------------------------------------------------------------------------------------------
                                                              
     62383     111 E. Exchange Street,                   Ottawa         Midland Grocery of Michigan,
               Spring Lake, MI  49456                                   Inc., a Michigan corporation
- -----------------------------------------------------------------------------------------------------------
    106495     1317 N. 25th Street,                      Sheboygan      Rindt Enterprises, Inc., a
               Sheboygan, WI  53081                                     Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
    106426     Route 45 South, Eldorado, IL              Saline         Scot Lad Foods, Inc., a Wisconsin
               62930                                                    corporation
- -----------------------------------------------------------------------------------------------------------
     2008      4501 Peters Road, Evansville, IN          Vanderburgh    Scot Lad Foods, Inc., a Wisconsin
               47711                                                    corporation
- -----------------------------------------------------------------------------------------------------------
     3413      6916 Nelson Road, Fort Wayne, IN          Allen          Scot Lad Foods, Inc., a Wisconsin
               46803                                                    corporation
- -----------------------------------------------------------------------------------------------------------
   20160121    1100 Prosperity Road, Lima, OH            Allen          Scot Lad-Lima, Inc., an
               45801                                                    Ohio corporation
- -----------------------------------------------------------------------------------------------------------
               1350 Wolohan Drive, Ashland, KY           Boyd           Cardinal Foods, Inc., a Delaware
                                                                        corporation
- -----------------------------------------------------------------------------------------------------------
               12 acre vacant parcel, Oshkosh, WI        Winnebago      Jondex Corp., a
                                                                        Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------









- -----------------------------------------------------------------------------------------------------------
 STORE #                 LOCATION                         COUNTY           RECORD OWNER
- -----------------------------------------------------------------------------------------------------------
                                                              
               17 acre vacant parcel, Kenosha, WI        Kenosha        Jondex Corp., a
                                                                        Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
               Lake County parcels, Delafield, WI        Waukesha       Jondex Corp., a
                                                                        Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
               1350/1390 Royale Mile Rd.,                Waukesha       Jondex Corp., a
               Oconomowoc, WI                                           Wisconsin corporation
- -----------------------------------------------------------------------------------------------------------
               7 acre vacant parcel, Wellston, OH        Jackson        Jondex Corp., a Wisconsin
                                                                        corporation
- -----------------------------------------------------------------------------------------------------------





                    Schedule 3.7 - Existing Letters of Credit
                    -----------------------------------------




- -------------------------------------------------------------------------------------------------------------------------
Issuing Bank           Beneficiary        Expiration Date       Amount                       Purpose
- -------------------------------------------------------------------------------------------------------------------------
                                                                    
Bank One,              Bank One,             5/31/03            $630,000         Secured obligations to vendor - Direct
Wisconsin              Cincinnati, NA        (renewable)                         Source International, Inc.
- -------------------------------------------------------------------------------------------------------------------------
Bank One, Wisconsin    Old Republic          12/19/02           $7,014,000       Secured workers' compensation
                       Insurance Company     (renewable)                         liabilities of Roundy's, Inc.
                                                                                 wholly-owned subsidiary, Badger
                                                                                 Assurance, Ltd.
- -------------------------------------------------------------------------------------------------------------------------
Bank One, Wisconsin    Fireman's Fund        12/01/02           $1,940,000       Security to support deductible portion
                       Insurance Company                                         of liability insurance
- -------------------------------------------------------------------------------------------------------------------------






                          Schedule 5.15 - Subsidiaries
                          ----------------------------





- -----------------------------------------------------------------------------------------------------------------------------------
NAME                                                JURISDICTION OF                 PERCENTAGE OF CAPITAL STOCK OWNED
                                                    INCORPORATION                   (and who it is owned by)
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                             
Roundy's, Inc.                                      Wisconsin                       100% (Roundy's Acquisition Corp.)
- -----------------------------------------------------------------------------------------------------------------------------------
Badger Assurance Ltd.                               Bermuda                         100% (Roundy's, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Cardinal Food, Inc.                                 Delaware                        100% (Scot Lad Foods, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation                               Wisconsin                       100% (Roundy's, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Holt Public Storage, Inc.                           Wisconsin                       100% (Roundy's, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Insurance Planners, Inc.                            Wisconsin                       100% (Ropak Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
I.T.A., Inc.                                        Wisconsin                       100% (Roundy's, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Jondex Corp.                                        Wisconsin                       100% (Roundy's, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Kee Trans, Inc.                                     Wisconsin                       100% (Roundy's, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.                                    Wisconsin                       100% (Roundy's, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
The Midland Grocery Company                         Ohio                            100% common stock (Shop-Rite, Inc.); 100%
                                                                                    preferred stock (Cardinal Foods, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Midland Grocery of Michigan, Inc.                   Michigan                        100% (Roundy's, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Pick `n Save Warehouse Foods, Inc.                  Wisconsin                       100% (Ropak Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Rindt Enterprises, Inc.                             Wisconsin                       100% (Ropak Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Ropak Inc.                                          Wisconsin                       100% (Roundy's, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Scot Lad Foods, Inc.                                Wisconsin                       100% (Roundy's, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Scot Lad-Lima, Inc.                                 Ohio                            100% (Scot Lad Foods, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.                                     Wisconsin                       100% (Ropak Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Spring Lake Merchandise, Inc.                       Ohio                            100% (Scot Lad Foods, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Ultra Mart Foods, Inc.                              Wisconsin                       100% (Roundy's, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------
Village Market, LLC                                 Indiana                         1 Unit (Shop-Rite, Inc.), 99 Units (Scot Lad
                                                                                    Foods, Inc.)
- -----------------------------------------------------------------------------------------------------------------------------------




                   Schedule 5.19(a) - UCC Filing Jurisdictions
                   -------------------------------------------



Debtor                              Jurisdiction                 Filing Office
- ------                              ------------                 -------------
                                                          
Roundy's Acquisition Corp.          Delaware                     Secretary of State of the State of Delaware
Roundy's, Inc.                      Wisconsin                    Wisconsin Department of Financial Institutions
Cardinal Foods, Inc.                Delaware                     Secretary of State of the State of Delaware
The Copps Corporation               Wisconsin                    Wisconsin Department of Financial Institutions
Holt Public Storage, Inc.           Wisconsin                    Wisconsin Department of Financial Institutions
Insurance Planners, Inc.            Wisconsin                    Wisconsin Department of Financial Institutions
I.T.A., Inc.                        Wisconsin                    Wisconsin Department of Financial Institutions
Jondex Corp.                        Wisconsin                    Wisconsin Department of Financial Institutions
Kee Trans, Inc.                     Wisconsin                    Wisconsin Department of Financial Institutions
Mega Marts, Inc.                    Wisconsin                    Wisconsin Department of Financial Institutions
The Midland Grocery Co.             Ohio                         Secretary of State of the State of Ohio
Midland Grocery of Michigan, Inc.   Michigan                     Michigan Department of State, U.C.C. Unit
Pick `N Save Warehouse Foods, Inc.  Wisconsin                    Wisconsin Department of Financial Institutions
Rindt Enterprises, Inc.             Wisconsin                    Wisconsin Department of Financial Institutions
Ropak Inc.                          Wisconsin                    Wisconsin Department of Financial Institutions
Scot Lad Foods, Inc.                Wisconsin                    Wisconsin Department of Financial Institutions
Scot Lad Lima, Inc.                 Ohio                         Secretary of State of the State of Ohio
Shop-Rite, Inc.                     Wisconsin                    Wisconsin Department of Financial Institutions
Spring Lake Merchandise, Inc.       Ohio                         Secretary of State of the State of Ohio
Ultra Mart Foods, Inc.              Wisconsin                    Wisconsin Department of Financial Institutions
Village Market, LLC                 Indiana                      Secretary of State of the State of Indiana





                Schedule 5.19(b) - Mortgage Filing Jurisdictions
                ------------------------------------------------

                ----------------------------------------------
                                  FILING OFFICE
                ----------------------------------------------
                Clark County Register of Deeds
                517 Court Street, Room 303
                P.O. Box 384
                Neillsville, WI 54456
                ----------------------------------------------
                Portage County Register of Deeds
                1516 Church Street
                Stevens Point, WI 54481
                ----------------------------------------------
                Winnebago County Register of Deeds
                Courthouse, Room 30
                415 Jackson Street
                P.O. Box 2808
                Oshkosh, WI 54901
                ----------------------------------------------
                Taylor County Register of Deeds
                224 S. 2nd Street
                P.O. Box 403
                Medford, WI 54451
                ----------------------------------------------
                Calumet County Register of Deeds
                206 Court Street
                Chilton, WI 53014-1198
                ----------------------------------------------
                Fond du Lac County Register of Deeds
                160 S. Macy Street
                Fond du Lac, WI 54935
                ----------------------------------------------
                Iron County Register of Deeds
                300 Taconite Street
                Hurley, WI 54534
                ----------------------------------------------
                Outagamie County Register of Deeds
                410 S. Walnut Street,
                CAB 205
                Appleton, WI 54911
                ----------------------------------------------






                ----------------------------------------------
                                  FILING OFFICE
                ----------------------------------------------
                Eau Claire County Register of Deeds
                721 Oxford Avenue, Room 1310
                P.O. Box 718
                Eau Claire, WI 54703
                ----------------------------------------------
                Price County Register of Deeds
                126 Cherry
                Phillips, WI 54555
                ----------------------------------------------
                Wood County Register of Deeds
                400 Market Street
                P.O. Box 8095
                Wisconsin Rapids, WI 54494
                ----------------------------------------------
                Waukesha County Register of Deeds
                1320 Pewaukee Road
                Room 110
                Waukesha, WI 53188
                ----------------------------------------------
                Green County Register of Deeds
                1016 16th Avenue
                Courthouse
                Monroe, WI 53566
                ----------------------------------------------
                Milwaukee County Register of Deeds
                901 N. 9th Street, Room 103
                Milwaukee, WI 53233
                ----------------------------------------------
                La Porte County Recorder
                813 Lincolnway, Suite 206
                La Porte, IN 46350
                ----------------------------------------------
                Muskegon County Register of Deeds
                County Building
                Muskegon, MI 49442
                ----------------------------------------------





                ----------------------------------------------
                                  FILING OFFICE
                ----------------------------------------------
                Ottawa County Register of Deeds
                414 Washington Avenue, Room 305
                Grand Haven, MI 49417
                ----------------------------------------------
                Sheboygan County Register of Deeds
                508 New York Avenue, 2nd Floor
                P.O. Box 416
                Sheboygan, WI 53081-0416
                ----------------------------------------------
                Saline County Recorder
                10 E. Poplar Street
                Harrisburg, IL 62946
                ----------------------------------------------
                Vanderburgh County Recorder
                231 City-County Building
                1 NW Martin Luther King Jr. Boulevard
                Evansville, IN 47708
                ----------------------------------------------
                Allen County Recorder
                1 E. Main Street
                City County Building, Room 206
                Fort Wayne, IN 46802
                ----------------------------------------------
                Boyd County Clerk
                Courthouse
                2800 Louisa Street
                Catlettsburg, KY 41129
                ----------------------------------------------
                Kenosha County Register of Deeds
                1010 56 Street
                Kenosha, WI 53140
                ----------------------------------------------
                Jackson County Recorder
                Courthouse
                226 E. Main Street
                Jackson, OH 45640
                ----------------------------------------------




                    Schedule 8.2(d) - Existing Indebtedness
                    ---------------------------------------

Capital Leases
- --------------



- -------------------------------------------------------------------------------------------------------------------
    Store Location       Landlord         Term       Rent Years        Rent Years     Rent Years       Rent Years
                                                        1-5               6-10         11-17.5           17.5-20
- -------------------------------------------------------------------------------------------------------------------
                                                                                      
Plover                  Rice            1/7/00-        $331,500        $331,500        $338,300          $338,300
                        Enterprises     1/6/20
- -------------------------------------------------------------------------------------------------------------------
Stevens Point           RBR Joint       8/6/98-        $363,240        $375,092        $394,854          $405,907
                        Venture         8/6/18
- -------------------------------------------------------------------------------------------------------------------
Appleton-West           WAC, LLC        12/16/97-      $480,000        $480,000        $500,000          $500,000
                                        12/15/17
- -------------------------------------------------------------------------------------------------------------------
Madison-Shopko          Koeller Road    5/18/99-       $458,250        $458,250        $471,500          $471,500
                        Partners, LLP   5/17/19
- -------------------------------------------------------------------------------------------------------------------



Long Term Debt
- --------------
Note Payable to Jack Bonser                 10% due 2006               $143,222
Note Payable to Jack Bonser                 10% due 2006                 51,152




                        Schedule 8.3(f) - Existing Liens

The following described UCC financing statements:

1.   Filing No. 207847 filed on February 21, 1972 with the Wisconsin Secretary
     of State, naming Midwest General Merchandise Inc., Debtor and General
     Electric Company, Secured Party;

2.   Filing No. 01946483 filed on April 14, 2000 with the Wisconsin Secretary of
     State, naming Roundy's Inc., Debtor and Noritsu America Corporation,
     Secured Party;

3.   Filing No. 01946483 filed on April 14, 2000 with the Wisconsin Secretary of
     State, naming Ultra Mart Foods, Inc., Debtor and Noritsu America
     Corporation, Secured Party;

4.   Filing No. 612699 filed on June 14, 1982 with the Wisconsin Secretary of
     State, naming The Copps Corporation, Debtor and General Electric Company,
     Secured Party;

5.   Filing No. 02039961 filed on February 28, 2001 with the Wisconsin Secretary
     of State, naming The Copps Corporation, Debtor and Wells Fargo Financial,
     Secured Party;

6.   Filing No. 02039977 filed on February 28, 2001 with the Wisconsin Secretary
     of State, naming The Copps Corporation, Debtor and Wells Fargo Financial,
     Secured Party;

7.   Filing No. 1535794 filed on September 25, 1995 with the Wisconsin Secretary
     of State, naming Rindt Enterprises, Inc., Debtor and Norwest Bank, N.A.,
     Secured Party (payment of the underlying Indebtedness anticipated on or
     about June 28, 2002);

8.   Filing No. 01940537 filed on March 28, 2000 with the Wisconsin Secretary of
     State, naming Rindt Enterprises, Inc., Debtor and Norwest Bank, N.A.,
     Secured Party (payment of the underlying Indebtedness anticipated on or
     about June 28, 2002);

9.   Filing No. E40152 filed on May 22, 1973 with the Ohio Secretary of State,
     naming American Merchandising Associates, Inc. (n/k/a Spring Lake
     Merchandise, Inc.), Debtor and General Electric Company, Secured Party;

10.  Filing No. G22177 filed on February 18, 1975 with the Ohio Secretary of
     State, naming American Merchandising Associates, Inc. (n/k/a Spring Lake
     Merchandise, Inc.), Debtor and General Electric Company, Secured Party; and

11.  Filing No. 11947 filed on May 22, 1973 with the Ohio Secretary of State,
     naming American Merchandising Associates, Inc. (n/k/a Spring Lake
     Merchandise, Inc.), Debtor and General Electric Company, Secured Party.







                           Schedule 8.8 - Investments
                           --------------------------

Partnership and LLC Investments:
- -------------------------------

State Street Limited Partnership - Agreement of Limited Partnership of State
Street Limited Partnership dated 11/18/82, as amended 12/14/82. Jondex Corp. is
a limited partner holding 34.4% of the partnership (original capital
contribution of $275,000)

Clintonville Land Co. LLC - Limited liability company organized under Wisconsin
law 9/11/98. Jondex Corp. is Managing Member holding a 50% undivided interest.


Stock Investments:
- -----------------

Valley Baker stock - Roundy's Inc. (5 shares) plus Certificates of Indebtedness
Valley Baker stock - Shop Rite, Inc. (5 shares) plus Certificates of
  Indebtedness
Valley Baker stock - Copps' Retail (500 shares)
SuperValu stock - Copps' Retail (20 shares)
Fleming Co. - Copps' Retail (1 share)
Schutz Sav-O - Copps' Retail (1 share)
Wal-Mart-Copps' Retail (2 shares)
K-Tel - Copps' Retail (235 shares)
Shurfine Stock - Roundy's (1 share of Class A and 1,783 shares of Class B)
Greater Muskegon Industrial Fund (100 shares)
Grocers Fixtures Co-op (5 shares)





                       Schedule 8.10 - Affiliate Contracts

State Street Limited Partnership entered into a lease with Shop-Rite, Inc. (now
assigned to Jondex Corp.) dated 12/6/82 for 240 months. This property has been
sublet to an independent operator.



                   Schedule 8.13 - Negative Pledge Agreements

1.   See Capital Leases on Schedule 8.2 Indebtedness




            Schedule 8.14 - Restrictions on Subsidiary Distributions

Restrictions contained in the Securities Purchase Agreement, dated June 6, 2002,
by and among Holdings and Willis Stein & Partners III, L.P., Willis Stein &
Partners III-C, L.P., Willis Stein & Partners Dutch III-A, L.P., Willis Stein &
Partners Dutch III-B, L.P., each a Delaware limited partnership, as amended,
restated, supplemented or otherwise modified from time to time in a manner not
materially adverse to the Agent and the Lenders.

EX-10.3

                                                                    EXHIBIT 10.3

                       GUARANTEE AND COLLATERAL AGREEMENT

                                     made by

                           ROUNDY'S ACQUISITION CORP.

                                 ROUNDY'S, INC.

                         and certain of its Subsidiaries

                                   in favor of

                      BEAR STEARNS CORPORATE LENDING INC.,

                             as Administrative Agent

                            Dated as of June 6, 2002



                                TABLE OF CONTENTS


                                                                                          Page
                                                                                          ----
                                                                                       
SECTION 1. DEFINED TERMS................................................................   1
        1.1.     Definitions............................................................   1
        1.2.     Other Definitional Provisions..........................................   4

SECTION 2. GUARANTEE....................................................................   5
        2.1.     Guarantee..............................................................   5
        2.2.     Right of Contribution..................................................   5
        2.3.     No Subrogation.........................................................   6
        2.4.     Amendments, etc. with respect to the Borrower Obligations..............   6
        2.5.     Guarantee Absolute and Unconditional...................................   7
        2.6.     Reinstatement..........................................................   8
        2.7.     Payments...............................................................   8

SECTION 3. GRANT OF SECURITY INTEREST...................................................   8

SECTION 4. REPRESENTATIONS AND WARRANTIES...............................................   9
        4.1.     Representations in Credit Agreement; Parent Representations............   9
        4.2.     Title; No Other Liens..................................................  10
        4.3.     Perfected First Priority Liens.........................................  10
        4.4.     Jurisdiction of Organization; Chief Executive Office...................  10
        4.5.     Inventory and Equipment................................................  10
        4.6.     Farm Products..........................................................  10
        4.7.     Investment Property....................................................  10
        4.8.     Receivables............................................................  11
        4.9.     Intellectual Property..................................................  11

SECTION 5. COVENANTS....................................................................  12
        5.1.     Covenants in Credit Agreement..........................................  12
        5.2.     Delivery of Instruments and Chattel Paper..............................  12
        5.3.     Maintenance of Insurance...............................................  12
        5.4.     Payment of Obligations.................................................  13
        5.5.     Maintenance of Perfected Security Interest; Further Documentation......  13
        5.6.     Changes in Locations, Name, etc........................................  13
        5.7.     Notices................................................................  14
        5.8.     Investment Property....................................................  14
        5.9.     Receivables............................................................  15
        5.10.    Intellectual Property..................................................  16

SECTION 6. REMEDIAL PROVISIONS..........................................................  17
        6.1.     Certain Matters Relating to Receivables................................  17
        6.2.     Communications with Obligors; Grantors Remain Liable...................  18
        6.3.     Pledged Stock..........................................................  19
        6.4.     Proceeds to be Turned Over to Administrative Agent.....................  20


                                       -i-





                                                                                      Page
                                                                                      ----
                                                                                   
        6.5.     Application of Proceeds..............................................  20
        6.6.     Code and Other Remedies..............................................  21
        6.7.     Registration Rights..................................................  22
        6.8.     Deficiency...........................................................  23

SECTION 7. THE ADMINISTRATIVE AGENT...................................................  24
        7.1.     Administrative Agent's Appointment as Attorney-in-Fact, etc..........  24
        7.2.     Duty of Administrative Agent.........................................  26
        7.3.     Execution of Financing Statements....................................  26
        7.4.     Authority of Administrative Agent....................................  26

SECTION 8. MISCELLANEOUS..............................................................  27
        8.1.     Amendments in Writing................................................  27
        8.2.     Notices..............................................................  27
        8.3.     No Waiver by Course of Conduct; Cumulative Remedies..................  27
        8.4.     Enforcement Expenses; Indemnification................................  27
        8.5.     Successors and Assigns...............................................  28
        8.6.     Set-Off..............................................................  28
        8.7.     Counterparts.........................................................  28
        8.8.     Severability.........................................................  28
        8.9.     Section Headings.....................................................  29
        8.10.    Integration..........................................................  29
        8.11.    GOVERNING LAW........................................................  29
        8.12.    Submission To Jurisdiction; Waivers..................................  29
        8.13.    Acknowledgements.....................................................  30
        8.14.    Additional Grantors..................................................  30
        8.15.    Releases.............................................................  30
        8.16.    WAIVER OF JURY TRIAL.................................................  31


                                      -ii-



       GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 6, 2002, made by
each of the signatories hereto (together with any other entity that may become a
party hereto as provided herein, the "Grantors"), in favor of BEAR STEARNS
CORPORATE LENDING INC., as Administrative Agent (in such capacity, the
"Administrative Agent"), for the banks, financial institutions and other
entities (the "Lenders") from time to time parties to the Credit Agreement,
dated as of June 6, 2002 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among Roundy's Acquisition Corp., a
Delaware corporation, Roundy's, Inc., a Wisconsin corporation (the "Borrower"),
the several banks, financial institutions and other entities from time to time
parties to the Credit Agreement (the "Lenders"), Bear, Stearns & Co. Inc., as
sole lead arranger and sole book manager (in such capacity, the "Arranger"),
Canadian Imperial Bank of Commerce, as syndication agent (in such capacity, the
"Syndication Agent"), and the Administrative Agent.

                              W I T N E S S E T H:

       WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make extensions of credit to the Borrower upon the terms and subject
to the conditions set forth therein;

       WHEREAS, the Borrower is a member of an affiliated group of companies
that includes each other Grantor;

       WHEREAS, the proceeds of the extensions of credit under the Credit
Agreement will be used in part to enable the Borrower to make valuable transfers
to one or more of the other Grantors in connection with the operation of their
respective businesses;

       WHEREAS, the Borrower and the other Grantors are engaged in related
businesses, and each Grantor will derive substantial direct and indirect benefit
from the making of the extensions of credit under the Credit Agreement; and

       WHEREAS, it is a condition precedent to the obligation of the Lenders to
make their respective extensions of credit to the Borrower under the Credit
Agreement that the Grantors shall have executed and delivered this Agreement to
the Administrative Agent for the ratable benefit of the Lead Agents and the
Lenders;

       NOW, THEREFORE, in consideration of the premises and to induce the Lead
Agents and the Lenders to enter into the Credit Agreement and to induce the
Lenders to make their respective extensions of credit to the Borrower
thereunder, each Grantor hereby agrees with the Administrative Agent, for the
ratable benefit of the Lead Agents and the Lenders, as follows:

                            SECTION 1. DEFINED TERMS

  1.1. Definitions. (a) Unless otherwise defined herein, terms defined in the
       Credit Agreement and used herein shall have the meanings given to them in
       the Credit Agreement, and the following terms are used herein as defined
       in the New York UCC: Accounts, Certificated Security, Chattel Paper,
       Commercial Tort Claims, Documents, Equipment, Farm Products, General
       Intangibles, Instruments, Inventory, Letter-of-Credit Rights and
       Supporting Obligations.



                                                                               2

         (b) The following terms shall have the following meanings:

         "Agreement": this Guarantee and Collateral Agreement, as the same may
     be amended, supplemented or otherwise modified from time to time.

         "Collateral": as defined in Section 3.

         "Collateral Account": any collateral account established by the
     Administrative Agent as provided in Section 6.1 or 6.4.

         "Copyrights": (i) all copyrights arising under the laws of the United
     States, any other country or any political subdivision thereof, whether
     registered or unregistered and whether published or unpublished (including,
     without limitation, those listed in Schedule 6), all registrations and
     recordings thereof, and all applications in connection therewith,
     including, without limitation, all registrations, recordings and
     applications in the United States Copyright Office, and (ii) the right to
     obtain all renewals thereof.

         "Copyright Licenses": any written agreement naming any Grantor as
     licensor or licensee (including, without limitation, those listed in
     Schedule 6), granting any right under any Copyright, including, without
     limitation, the grant of rights to manufacture, distribute, exploit and
     sell materials derived from any Copyright.

         "Deposit Account": as defined in the Uniform Commercial Code of any
     applicable jurisdiction and, in any event, including, without limitation,
     any demand, time, savings, passbook or like account maintained with a
     depositary institution.

         "Foreign Subsidiary": any Subsidiary organized under the laws of any
     jurisdiction outside the United States of America.

         "Foreign Subsidiary Voting Stock": the voting Capital Stock of any
     Foreign Subsidiary.

         "Guarantor Obligations": with respect to any Guarantor, all obligations
     and liabilities of such Guarantor which may arise under or in connection
     with this Agreement (including, without limitation, Section 2) or any other
     Loan Document to which such Guarantor is a party, in each case whether on
     account of guarantee obligations, reimbursement obligations, fees,
     indemnities, costs, expenses or otherwise (including, without limitation,
     all fees and disbursements of counsel to the Lead Agents or to the Lenders
     that are required to be paid by such Guarantor pursuant to the terms of
     this Agreement or any other Loan Document).

         "Guarantors": the collective reference to each Grantor other than the
     Borrower.

         "Hedge Agreements": as to any Person, all interest rate swaps, caps or
     collar agreements or similar arrangements entered into by such Person
     providing for protection against fluctuations in interest rates or currency
     exchange rates or the exchange of nominal interest obligations, either
     generally or under specific contingencies.



                                                                               3

         "Intellectual Property": the collective reference to all rights,
     priorities and privileges relating to intellectual property, whether
     arising under United States, multinational or foreign laws or otherwise,
     including, without limitation, the Copyrights, the Copyright Licenses, the
     Patents, the Patent Licenses, the Trademarks and the Trademark Licenses,
     and all rights to sue at law or in equity for any infringement or other
     impairment thereof, including the right to receive all proceeds and damages
     therefrom.

         "Intercompany Note": any promissory note evidencing loans made by any
     Grantor to the Borrower or any of its Subsidiaries.

         "Investment Property": the collective reference to (i) all "investment
     property" as such term is defined in Section 9-102(a)(49) of the New York
     UCC (other than any Foreign Subsidiary Voting Stock excluded from the
     definition of "Pledged Stock") and (ii) whether or not constituting
     "investment property" as so defined, all Pledged Notes and all Pledged
     Stock.

         "Issuers": the collective reference to each issuer of any Investment
     Property.

         "New York UCC": the Uniform Commercial Code as from time to time in
     effect in the State of New York.

         "Obligations": (i) in the case of the Borrower, the Obligations, and
     (ii) in the case of each Guarantor, its Guarantor Obligations.

         "Patents": (i) all letters patent of the United States, any other
     country or any political subdivision thereof, all reissues and extensions
     thereof and all goodwill associated therewith, including, without
     limitation, any of the foregoing referred to in Schedule 6, (ii) all
     applications for letters patent of the United States or any other country
     and all divisions, continuations and continuations-in-part thereof,
     including, without limitation, any of the foregoing referred to in Schedule
     6, and (iii) all rights to obtain any reissues or extensions of the
     foregoing.

         "Patent License": all agreements providing for the grant by or to any
     Grantor of any right to manufacture, use or sell any invention covered in
     whole or in part by a Patent, including, without limitation, any of the
     foregoing referred to in Schedule 6.

         "Pledged Notes": all promissory notes listed on Schedule 2, all
     Intercompany Notes at any time issued to any Grantor and all other
     promissory notes issued to or held by any Grantor (other than promissory
     notes issued in connection with extensions of trade credit by any Grantor
     in the ordinary course of business).

         "Pledged Stock": the shares of Capital Stock listed on Schedule 2,
     together with any other shares, stock certificates, options, interests or
     rights of any nature whatsoever in respect of the Capital Stock of any
     Person that may be issued or granted to, or held by, any Grantor while this
     Agreement is in effect; provided that in no event shall more than 66% of
     the total outstanding Foreign Subsidiary Voting Stock of any Foreign
     Subsidiary be required to be pledged hereunder.



                                                                               4

          "Proceeds": all "proceeds" as such term is defined in Section
     9-102(a)(64) of the New York UCC and, in any event, shall include, without
     limitation, all dividends or other income from the Investment Property,
     collections thereon or distributions or payments with respect thereto.

          "Receivable": any right to payment for goods sold or leased or for
     services rendered, whether or not such right is evidenced by an Instrument
     or Chattel Paper and whether or not it has been earned by performance
     (including, without limitation, any Account).

          "Securities Act": the Securities Act of 1933, as amended.

          "Trademarks": (i) all trademarks, trade names, corporate names,
     company names, business names, fictitious business names, trade styles,
     service marks, logos and other source or business identifiers, and all
     goodwill associated therewith, now existing or hereafter adopted or
     acquired, all registrations and recordings thereof, and all applications in
     connection therewith, whether in the United States Patent and Trademark
     Office or in any similar office or agency of the United States, any State
     thereof or any other country or any political subdivision thereof, or
     otherwise, and all common-law rights related thereto, including, without
     limitation, any of the foregoing referred to in Schedule 6, and (ii) the
     right to obtain all renewals thereof.

          "Trademark License": any agreement, whether written or oral, providing
     for the grant by or to any Grantor of any right to use any Trademark,
     including, without limitation, any of the foregoing referred to in Schedule
     6.

     1.2. Other Definitional Provisions. (a) The words "hereof," "herein",
          "hereto" and "hereunder" and words of similar import when used in this
          Agreement shall refer to this Agreement as a whole and not to any
          particular provision of this Agreement, and Section and Schedule
          references are to this Agreement unless otherwise specified.

          (b)  The meanings given to terms defined herein shall be equally
               applicable to both the singular and plural forms of such terms.

          (c)  Where the context requires, terms relating to the Collateral or
               any part thereof, when used in relation to a Grantor, shall refer
               to such Grantor's Collateral or the relevant part thereof.

          (d)  Where the context requires, any affiliate of a Lender which is
               party to a Specified Hedge Agreement shall be deemed to be a
               "Lender" for purposes of this Agreement.

          (e)  The word "knowledge" when used with respect to any Grantor shall
               be deemed to be a reference to the knowledge of any Responsible
               Officer of such Grantor.



                                                                               5

                              SECTION 2. GUARANTEE

     2.1. Guarantee. (a) Each of the Guarantors hereby, jointly and severally,
          unconditionally and irrevocably, guarantees to the Administrative
          Agent, for the ratable benefit of the Lead Agents and the Lenders and
          their respective, permitted successors, indorsees, transferees and
          assigns, the prompt and complete payment and performance by the
          Borrower when due (whether at the stated maturity, by acceleration or
          otherwise) of the Obligations.

          (b)  Anything herein or in any other Loan Document to the contrary
               notwithstanding, the maximum liability of each Guarantor
               hereunder and under the other Loan Documents shall in no event
               exceed the amount which can be guaranteed by such Guarantor under
               applicable federal and state laws relating to the insolvency of
               debtors and fraudulent conveyances or transfers (after giving
               effect to the right of contribution established in Section 2.2).

          (c)  Each Guarantor agrees that the Obligations may at any time and
               from time to time exceed the amount of the liability of such
               Guarantor hereunder without impairing the guarantee contained in
               this Section 2 or affecting the rights and remedies of any Lead
               Agent or any Lender hereunder.

          (d)  The guarantee contained in this Section 2 shall remain in full
               force and effect until all the Obligations and the obligations of
               each Guarantor under the guarantee contained in this Section 2
               shall have been satisfied by payment in full (excluding
               contingent indemnification obligations or obligations with
               respect to Specified Hedge Agreements), no Letter of Credit shall
               be outstanding and the Commitments shall be terminated,
               notwithstanding that from time to time during the term of the
               Credit Agreement the Borrower may be free from any Obligations.

          (e)  No payment made by the Borrower, any of the Guarantors, any other
               guarantor or any other Person or received or collected by any
               Lead Agent or any Lender from the Borrower, any of the
               Guarantors, any other guarantor or any other Person by virtue of
               any action or proceeding or any set-off or appropriation or
               application at any time or from time to time in reduction of or
               in payment of the Obligations shall be deemed to modify, reduce,
               release or otherwise affect the liability of any Guarantor
               hereunder which shall, notwithstanding any such payment (other
               than any payment made by such Guarantor in respect of the
               Obligations or any payment received or collected from such
               Guarantor in respect of the Obligations), remain liable for the
               Obligations up to the maximum liability of such Guarantor
               hereunder until the Obligations are paid in full, no Letter of
               Credit shall be outstanding and the Commitments are terminated.

     2.2. Right of Contribution. Each Subsidiary Guarantor hereby agrees that to
          the extent that a Subsidiary Guarantor shall have paid more than its
          proportionate share of



                                                                               6

          any payment made hereunder, such Subsidiary Guarantor shall be
          entitled to seek and receive contribution from and against any other
          Subsidiary Guarantor hereunder which has not paid its proportionate
          share of such payment. Each Subsidiary Guarantor's right of
          contribution shall be subject to the terms and conditions of Section
          2.3. The provisions of this Section 2.2 shall in no respect limit the
          obligations and liabilities of any Subsidiary Guarantor to the Lead
          Agents and the Lenders, and each Subsidiary Guarantor shall remain
          liable to the Lead Agents and the Lenders for the full amount
          guaranteed by such Subsidiary Guarantor hereunder.

     2.3. No Subrogation. Notwithstanding any payment made by any Guarantor
          hereunder or any set-off or application of funds of any Guarantor by
          any Lead Agent or any Lender, no Guarantor shall be entitled to be
          subrogated to any of the rights of any Lead Agent or any Lender
          against the Borrower or any other Guarantor or any collateral security
          or guarantee or right of offset held by any Lead Agent or any Lender
          for the payment of the Obligations, nor shall any Guarantor seek or be
          entitled to seek any contribution or reimbursement from the Borrower
          or any other Guarantor in respect of payments made by such Guarantor
          hereunder, until all amounts owing to the Lead Agents and the Lenders
          by the Borrower on account of the Obligations are paid in full
          (excluding contingent indemnification obligations or obligations with
          respect to Specified Hedge Agreements), no Letter of Credit shall be
          outstanding and the Commitments are terminated. If any amount shall be
          paid to any Guarantor on account of such subrogation rights at any
          time when all of the Obligations shall not have been paid in full,
          such amount shall be held by such Guarantor in trust for the Lead
          Agents and the Lenders, segregated from other funds of such Guarantor,
          and shall, forthwith upon receipt by such Guarantor, be turned over to
          the Administrative Agent in the exact form received by such Guarantor
          (duly indorsed by such Guarantor to the Administrative Agent, if
          required), to be applied against the Obligations, whether matured or
          unmatured, in such order as the Administrative Agent may determine.

     2.4. Amendments, etc. with respect to the Obligations. Each Guarantor shall
          remain obligated hereunder notwithstanding that, without any
          reservation of rights against any Guarantor and without notice to or
          further assent by any Guarantor, any demand for payment of any of the
          Obligations made by any Lead Agent or any Lender may be rescinded by
          such Lead Agent or such Lender and any of the Obligations continued,
          and the Obligations, or the liability of any other Person upon or for
          any part thereof, or any collateral security or guarantee therefor or
          right of offset with respect thereto, may, from time to time, in whole
          or in part, be renewed, extended, amended, modified, accelerated,
          compromised, waived, surrendered or released by any Lead Agent or any
          Lender, and the Credit Agreement and the other Loan Documents and any
          other documents executed and delivered in connection therewith may be
          amended, modified, supplemented or terminated, in whole or in part, as
          the Administrative Agent (or the requisite Lenders or all Lenders, as
          the case may be) may deem advisable from time to time, and any
          collateral security, guarantee or right of offset at any time held by



                                                                               7

          any Lead Agent or any Lender for the payment of the Obligations may be
          sold, exchanged, waived, surrendered or released. No Lead Agent or
          Lender shall have any obligation to protect, secure, perfect or insure
          any Lien at any time held by it as security for the Obligations or for
          the guarantee contained in this Section 2 or any property subject
          thereto.

     2.5. Guarantee Absolute and Unconditional. Each Guarantor waives (to the
          extent not prohibited by applicable law) any and all notice of the
          creation, renewal, extension or accrual of any of the Obligations and
          notice of or proof of reliance by any Lead Agent or any Lender upon
          the guarantee contained in this Section 2 or acceptance of the
          guarantee contained in this Section 2; the Obligations, and any of
          them, shall conclusively be deemed to have been created, contracted or
          incurred, or renewed, extended, amended or waived, in reliance upon
          the guarantee contained in this Section 2; and all dealings between
          the Borrower and any of the Guarantors, on the one hand, and the Lead
          Agents and the Lenders, on the other hand, likewise shall be
          conclusively presumed to have been had or consummated in reliance upon
          the guarantee contained in this Section 2. Each Guarantor waives (to
          the extent not prohibited by applicable law) diligence, presentment,
          protest, demand for payment and notice of default or nonpayment to or
          upon the Borrower or any of the Guarantors with respect to the
          Obligations. Each Guarantor understands and agrees that the guarantee
          contained in this Section 2 shall be construed as a continuing,
          absolute and unconditional guarantee of payment without regard to (1)
          the validity or enforceability of the Credit Agreement or any other
          Loan Document, any of the Obligations or any other collateral security
          therefor or guarantee or right of offset with respect thereto at any
          time or from time to time held by any Lead Agent or any Lender, (2)
          any defense, set-off or counterclaim (other than a defense of payment
          or performance) which may at any time be available to or be asserted
          by the Borrower or any other Person against any Lead Agent or any
          Lender, or (3) any other circumstance whatsoever (with or without
          notice to or knowledge of the Borrower or such Guarantor) which
          constitutes, or might be construed to constitute, an equitable or
          legal discharge of the Borrower for the Obligations, or of such
          Guarantor under the guarantee contained in this Section 2, in
          bankruptcy or in any other instance. When making any demand hereunder
          or otherwise pursuing its rights and remedies hereunder against any
          Guarantor, any Lead Agent or any Lender may, but shall be under no
          obligation to, make a similar demand on or otherwise pursue such
          rights and remedies as it may have against the Borrower, any other
          Guarantor or any other Person or against any collateral security or
          guarantee for the Obligations or any right of offset with respect
          thereto, and any failure by any Lead Agent or any Lender to make any
          such demand, to pursue such other rights or remedies or to collect any
          payments from the Borrower, any other Guarantor or any other Person or
          to realize upon any such collateral security or guarantee or to
          exercise any such right of offset, or any release of the Borrower, any
          other Guarantor or any other Person or any such collateral security,
          guarantee or right of offset, shall not relieve any Guarantor of any
          obligation or liability hereunder, and shall not impair or affect the
          rights and remedies, whether express, implied or available as a matter
          of law, of any Lead Agent or any Lender against any



                                                                               8

          Guarantor. For the purposes hereof "demand" shall include the
          commencement and continuance of any legal proceedings.

     2.6. Reinstatement. The guarantee contained in this Section 2 shall
          continue to be effective, or be reinstated, as the case may be, if at
          any time payment, or any part thereof, of any of the Obligations is
          rescinded or must otherwise be restored or returned by any Lead Agent
          or any Lender upon the insolvency, bankruptcy, dissolution,
          liquidation or reorganization of the Borrower or any Guarantor, or
          upon or as a result of the appointment of a receiver, intervenor or
          conservator of, or trustee or similar officer for, the Borrower or any
          Guarantor or any substantial part of its property, or otherwise, all
          as though such payments had not been made.

     2.7. Payments. Each Guarantor hereby guarantees that payments hereunder
          will be paid to the Administrative Agent without set-off or
          counterclaim in Dollars at the Payment Office specified in the Credit
          Agreement.

                     SECTION 3. GRANT OF SECURITY INTEREST

          Each Grantor hereby collaterally assigns, transfers and grants to the
Administrative Agent, for the ratable benefit of the Lead Agents and the Lenders
(and, in the case of Specified Hedge Agreements, any affiliates of any Lender),
a security interest in, all of the following property now owned or at any time
hereafter acquired by such Grantor or in which such Grantor now has or at any
time in the future may acquire any right, title or interest (collectively, the
"Collateral"), as collateral security for the prompt and complete payment and
performance when due (whether at the stated maturity, by acceleration or
otherwise) of such Grantor's Obligations:

          (a) all Accounts;

          (b) all Chattel Paper;

          (c) all Deposit Accounts;

          (d) all Documents;

          (e) all Equipment;

          (f) all General Intangibles;

          (g) all Instruments;

          (h) all Intellectual Property;

          (i) all Inventory;

          (j) all Investment Property;

          (l) all Letter-of-Credit Rights;



                                                                               9

          (m) all Commercial Tort Claims with respect to _______;

          (n) all Goods and other personal property not otherwise described
          above;

          (o) all books and records pertaining to the Collateral; and

          (p) to the extent not otherwise included, all Proceeds, Supporting
          Obligations and products of any and all of the foregoing and all
          collateral security and guarantees given by any Person with respect to
          any of the foregoing;

              provided, however, that notwithstanding any of the other
          provisions set forth in this Section 3, this Agreement shall not
          constitute a grant of a security interest in any property to the
          extent that such grant of a security interest is in Equipment or
          Property, as the case may be, subject to a Lien permitted under
          Sections 8.3 (f), (g), (j) and (k) of the Credit Agreement, in each
          case, with respect to which such Grantor is prohibited from granting a
          security interest under the terms of Indebtedness incurred to finance
          the purchase of such Equipment or Property, prohibited by any
          Requirements of Law of a Governmental Authority, requires a consent
          not obtained of any Governmental Authority pursuant to such
          Requirement of Law or is prohibited by, or constitutes a breach or
          default under or results in the termination of or requires any consent
          not obtained under, any contract, license, agreement, instrument or
          other document evidencing or giving rise to such property or, in the
          case of any Investment Property, Pledged Stock or Pledged Note, any
          applicable shareholder or similar agreement, except to the extent that
          such Requirement of Law or the term in such contract, license,
          agreement, instrument or other document or shareholder or similar
          agreement providing for such prohibition, breach, default or
          termination or requiring such consent is ineffective under applicable
          law.

                   SECTION 4. REPRESENTATIONS AND WARRANTIES

          To induce the Lead Agents and the Lenders to enter into the Credit
Agreement and to induce the Lenders to make their respective extensions of
credit to the Borrower thereunder, each Grantor hereby represents and warrants
to each Lead Agent and each Lender that:

     4.1. Representations in Credit Agreement. In the case of each Guarantor,
          the representations and warranties set forth in Section 5 of the
          Credit Agreement as they relate to such Guarantor or to the Loan
          Documents to which such Guarantor is a party, each of which is hereby
          incorporated herein by reference, are true and correct in all material
          respects, and each Lead Agent and each Lender shall be entitled to
          rely on each of them as if they were fully set forth herein, provided
          that each reference in each such representation and warranty to the
          Borrower's knowledge shall, for the purposes of this Section 4.1, be
          deemed to be a reference to such Guarantor's knowledge.



                                                                              10

     4.2. Title; No Other Liens. Except for the security interest granted to the
          Administrative Agent for the ratable benefit of the Lead Agents and
          the Lenders pursuant to this Agreement and the other Liens permitted
          to exist on the Collateral by the Credit Agreement, such Grantor owns
          each item of the Collateral free and clear of any and all Liens or
          claims of others. No financing statement or other public notice with
          respect to all or any part of the Collateral is on file or of record
          in any public office, except such as have been filed in favor of the
          Administrative Agent, for the ratable benefit of the Lead Agents and
          the Lenders, pursuant to this Agreement or as are permitted by the
          Credit Agreement.

     4.3. Perfected First Priority Liens. The security interests granted
          pursuant to this Agreement upon completion of the filings (to the
          extent that a security interest in Collateral can be perfected by
          filing) and other actions specified on Schedule 3 (which, in the case
          of all filings and other documents referred to on said Schedule, have
          been delivered to the Administrative Agent in completed and duly
          executed form) and payment of all applicable fees, will constitute
          valid perfected security interests in all of the Collateral in favor
          of the Administrative Agent, for the ratable benefit of the Lead
          Agents and the Lenders, as collateral security for such Grantor's
          Obligations, enforceable in accordance with the terms hereof against
          all creditors of such Grantor and any Persons purporting to purchase
          any Collateral from such Grantor and are prior to all other Liens on
          the Collateral in existence on the date hereof except, in the case of
          Collateral other than Pledged Stock, Liens permitted by Section 8.3 of
          the Credit Agreement.

     4.4. Jurisdiction of Organization; Chief Executive Office. On the date
          hereof, such Grantor's jurisdiction of organization, identification
          number from the jurisdiction of organization (if any), and the
          location of such Grantor's chief executive office or sole place of
          business or principal residence, as the case may be, are specified on
          Schedule 4. Such Grantor has furnished to the Administrative Agent a
          certified charter, certificate of incorporation or other organization
          document and long-form good standing certificate as of a date which is
          recent to the date hereof.

     4.5. Inventory and Equipment. On the date hereof, the Inventory and the
          Equipment (other than mobile goods) are kept at the locations listed
          on Schedule 5.

     4.6. Farm Products. None of the Collateral constitutes, or is the Proceeds
          of, Farm Products.

     4.7. Investment Property. (a) The shares of Pledged Stock pledged by such
          Grantor hereunder constitute all the issued and outstanding shares of
          all classes of the Capital Stock of each Issuer owned by such Grantor
          or, in the case of Foreign Subsidiary Voting Stock, if less, 66% of
          the outstanding Foreign Subsidiary Voting Stock of each relevant
          Issuer.

          (b)  All the shares of the Pledged Stock have been duly and validly
               issued and are fully paid and nonassessable (to the extent
               applicable).



                                                                              11

               (c)  Each of the Pledged Notes constitutes the legal, valid and
                    binding obligation of the obligor with respect thereto,
                    enforceable in accordance with its terms, subject to the
                    effects of bankruptcy, insolvency, fraudulent conveyance,
                    reorganization, moratorium and other similar laws relating
                    to or affecting creditors' rights generally, general
                    equitable principles (whether considered in a proceeding in
                    equity or at law) and an implied covenant of good faith and
                    fair dealing.

               (d)  Such Grantor is the record and beneficial owner of, and has
                    good and marketable title to, the Investment Property
                    pledged by it hereunder, free of any and all Liens or
                    options in favor of, or claims of, any other Person, except
                    the security interest created by this Agreement.

          4.8. Receivables. (a) If an Event of Default shall occur and be
               continuing and the Administrative Agent shall give notice of its
               intent to exercise its rights pursuant to this Section 4.8 to the
               relevant Grantor or Grantors, each Grantor shall deliver to the
               Administrative Agent each Instrument or Chattel Paper in an
               amount in excess of $100,000 payable to such Grantor under or in
               connection with any Receivable.

               (b)  None of the obligors on any Receivables is a Governmental
                    Authority.

               (c)  The amounts represented by such Grantor to the Lenders from
                    time to time as owing to such Grantor in respect of the
                    Receivables will, to the knowledge of such Grantor, at such
                    times be accurate.

          4.9. Intellectual Property. (a) Schedule 6 lists all registered or
               patented Intellectual Property, and all applications to register
               or patent Intellectual Property, owned by such Grantor in its own
               name on the date hereof.

               (b)  On the date hereof, all material Intellectual Property of
                    such Grantor described on Schedule 6 is valid, subsisting,
                    unexpired and enforceable, has not been abandoned and does
                    not infringe the intellectual property rights of any other
                    Person.

               (c)  Except as set forth in Schedule 6, on the date hereof, none
                    of the Intellectual Property is the subject of any written
                    licensing or franchise agreement pursuant to which such
                    Grantor is the licensor or franchisor.

               (d)  No holding, decision or judgment has been rendered by any
                    Governmental Authority which would limit, cancel or question
                    the validity of, or such Grantor's rights in, any
                    Intellectual Property in any respect that could reasonably
                    be expected to have a Material Adverse Effect.

               (e)  No action or proceeding is pending, or, to the knowledge of
                    such Grantor, threatened, on the date hereof (1) seeking to
                    limit, cancel or question the validity of any Intellectual
                    Property or such Grantor's ownership interest



                                                                              12

                    therein, or (2) which, if adversely determined, would have a
                    material adverse effect on the value of any Intellectual
                    Property.

                              SECTION 5. COVENANTS

               Each Grantor covenants and agrees with the Lead Agents and the
Lenders that, from and after the date of this Agreement until the Obligations
shall have been paid in full, no Letter of Credit shall be outstanding and the
Commitments shall have terminated:

          5.1. Covenants in Credit Agreement. In the case of each Guarantor,
               such Guarantor shall take, or shall refrain from taking, as the
               case may be, each action that is necessary to be taken or not
               taken, as the case may be, so that no Default or Event of Default
               is caused by the failure to take such action or to refrain from
               taking such action by such Guarantor or any of its Subsidiaries.

          5.2. Delivery of Instruments and Chattel Paper. If an Event of Default
               shall occur and be continuing and the Administrative Agent shall
               give notice of its intent to exercise its rights pursuant to this
               Section 5.2 to the relevant Grantor or Grantors, if any amount
               payable under or in connection with any of the Collateral shall
               be or become evidenced by any Instrument (in excess of $100,000),
               Certificated Security or Chattel Paper (in excess of $100,000),
               such Instrument, Certificated Security or Chattel Paper shall be
               immediately delivered to the Administrative Agent, duly indorsed
               in a manner satisfactory to the Administrative Agent, to be held
               as Collateral pursuant to this Agreement.

          5.3. Maintenance of Insurance. (a) Such Grantor will maintain, with
               financially sound and reputable companies, insurance policies (i)
               insuring the Inventory and Equipment against loss by fire,
               explosion, theft and such other casualties as may be reasonably
               satisfactory to the Administrative Agent and (ii) to the extent
               requested by the Administrative Agent, insuring such Grantor, the
               Lead Agents and the Lenders against liability for personal injury
               and property damage relating to such Inventory and Equipment,
               such policies to be in such form and amounts and having such
               coverage as may be reasonably satisfactory to the Administrative
               Agent and the Lenders.

               (b)  All such insurance shall (i) provide that no cancellation,
                    material reduction in amount or material change in coverage
                    thereof shall be effective until at least 30 days after
                    receipt by the Administrative Agent of written notice
                    thereof, (ii) name the Administrative Agent as insured party
                    or loss payee, and (iii) be reasonably satisfactory in all
                    other respects to the Administrative Agent.

               (c)  The Borrower shall deliver to the Administrative Agent and
                    the Lenders a report of a reputable insurance broker with
                    respect to such insurance as the Administrative Agent may
                    from time to time reasonably request.



                                                                              13

          5.4. Payment of Obligations. Such Grantor will pay and discharge or
               otherwise satisfy prior to the date penalties attach thereto, as
               the case may be, all taxes, assessments and governmental charges
               or levies imposed upon the Collateral or in respect of income or
               profits therefrom, as well as all claims of any kind (including,
               without limitation, claims for labor, materials and supplies)
               against or with respect to the Collateral, except (a) that no
               such charge need be paid if the amount or validity thereof is
               currently being contested in good faith by appropriate
               proceedings, reserves in conformity with GAAP with respect
               thereto have been provided on the books of such Grantor or (b)
               where the failure to pay, discharge or otherwise satisfy such
               obligations could not reasonably be expected to result in the
               sale, forfeiture or loss of any material portion of the
               Collateral or any interest therein.

          5.5. Maintenance of Perfected Security Interest; Further Documentation
               (a) Such Grantor shall maintain the security interest created by
               this Agreement as a perfected security interest having at least
               the priority described in Section 4.3 and shall use commercially
               reasonable efforts to defend such security interest against the
               claims and demands of all Persons whomsoever, subject to the
               rights of such Grantor under the Loan Documents to dispose of the
               Collateral.

               (b)  Such Grantor will furnish to the Administrative Agent from
                    time to time statements and schedules further identifying
                    and describing the assets and property of such Grantor and
                    such other reports in connection therewith as the
                    Administrative Agent may reasonably request, all in
                    reasonable detail.

               (c)  At any time and from time to time, upon the written request
                    of the Administrative Agent, and at the sole expense of such
                    Grantor, such Grantor will promptly and duly execute and
                    deliver, and have recorded, such further instruments and
                    documents and take such further actions as the
                    Administrative Agent may reasonably request for the purpose
                    of obtaining or preserving the full benefits of this
                    Agreement and of the rights and powers herein granted,
                    including, without limitation, (1) the filing of any
                    financing or continuation statements under the Uniform
                    Commercial Code (or other similar laws) in effect in any
                    jurisdiction with respect to the security interests created
                    hereby and (2) in the case of Investment Property, Deposit
                    Accounts, Letter-of-Credit Rights and any other relevant
                    Collateral, taking any actions necessary to enable the
                    Administrative Agent to obtain "control" (within the meaning
                    of the applicable Uniform Commercial Code) with respect
                    thereto, provided that no such action shall be required with
                    respect to any Cash Equivalents or Deposit Account until an
                    Event of Default shall have occurred and be continuing
                    unless the total amount of cash is in excess of $20,000,000,
                    in which case such excess cash shall be held in a Deposit
                    Account over which the Administrative Agent has obtained
                    "control" (within the meaning of the applicable Uniform
                    Commercial Code).

          5.6. Changes in Locations, Name, etc. Such Grantor will not, except
               upon 15 days' prior written notice to the Administrative Agent
               and delivery to the



                                                                              14

               Administrative Agent of (1) all additional financing statements
               and other documents reasonably requested by the Administrative
               Agent to maintain the validity, perfection and priority of the
               security interests provided for herein and (2) if applicable, a
               written supplement to Schedule 5 showing any additional location
               at which Inventory or Equipment shall be kept:

          i.   change its jurisdiction of organization or the location of its
               chief executive office or sole place of business or principal
               residence from that referred to in Section 4.4; or

          ii.  change its name.

          5.7. Notices. Such Grantor will advise the Administrative Agent
               promptly, in reasonable detail, of any Lien (other than security
               interests created hereby or Liens permitted under the Credit
               Agreement) on any of the Collateral which would materially and
               adversely affect the ability of the Administrative Agent to
               exercise any of its remedies hereunder.

          5.8. Investment Property. (a) If such Grantor shall become entitled to
               receive or shall receive any certificate (including, without
               limitation, any certificate representing a dividend or a
               distribution in connection with any reclassification, increase or
               reduction of capital or any certificate issued in connection with
               any reorganization), option or rights in respect of the Capital
               Stock of any Issuer, whether in addition to, in substitution of,
               as a conversion of, or in exchange for, any shares of the Pledged
               Stock, or otherwise in respect thereof, such Grantor shall accept
               the same as the agent of the Lead Agents and the Lenders, hold
               the same in trust for the Lead Agents and the Lenders and deliver
               the same forthwith to the Administrative Agent in the exact form
               received, duly indorsed by such Grantor to the Administrative
               Agent, if required, together with an undated stock power covering
               such certificate duly executed in blank by such Grantor and with,
               if the Administrative Agent so requests, signature guaranteed, to
               be held by the Administrative Agent, subject to the terms hereof,
               as additional collateral security for the Obligations. Except as
               otherwise permitted under the Credit Agreement, (i) any sums paid
               upon or in respect of the Investment Property upon the
               liquidation or dissolution of any Issuer shall be paid over to
               the Administrative Agent to be held by it hereunder as additional
               collateral security for the Obligations, and (ii) in case any
               distribution of capital shall be made on or in respect of the
               Investment Property or any property shall be distributed upon or
               with respect to the Investment Property pursuant to the
               recapitalization or reclassification of the capital of any Issuer
               or pursuant to the reorganization thereof, the property so
               distributed shall, unless otherwise subject to a perfected
               security interest in favor of the Administrative Agent, be
               delivered to the Administrative Agent to be held by it hereunder
               as additional collateral security for the Obligations. If any
               sums of money or property so paid or distributed in respect of
               the Investment Property shall be received by such Grantor, such
               Grantor shall, until such money or property is paid or delivered
               to the Administrative Agent, hold such money or property in trust
               for the Lead Agents



                                                                              15

               and the Lenders, segregated from other funds of such Grantor, as
               additional collateral security for the Obligations.

               (b)  Except as otherwise permitted in the Credit Agreement,
                    without the prior written consent of the Administrative
                    Agent, such Grantor will not (i) vote to enable, or take any
                    other action to permit, any Issuer to issue any stock or
                    other equity securities of any nature or to issue any other
                    securities convertible into or granting the right to
                    purchase or exchange for any stock or other equity
                    securities of any nature of any Issuer, (ii) sell, assign,
                    transfer, exchange, or otherwise dispose of, or grant any
                    option with respect to, the Investment Property or Proceeds
                    thereof (except pursuant to a transaction expressly
                    permitted by the Credit Agreement), (iii) create, incur or
                    permit to exist any Lien or option in favor of, or any claim
                    of any Person with respect to, any of the Investment
                    Property or Proceeds thereof, or any interest therein,
                    except for the security interests created by this Agreement,
                    non-consensual Liens permitted under Section 8.3 of the
                    Credit Agreement or Liens permitted under Section 8.3(k) of
                    the Credit Agreement or (iv) other than the Senior
                    Subordinated Note Indenture (or any other agreement
                    governing Indebtedness permitted under Section 8.2(f) of the
                    Credit Agreement) and any agreement with respect to a
                    Grantor imposed pursuant to an agreement that has been
                    entered into in connection with the Disposition of all or
                    substantially all of the Capital Stock of such Grantor,
                    enter into any agreement or undertaking restricting the
                    right or ability of such Grantor or the Administrative Agent
                    to sell, assign or transfer any of the Investment Property
                    or Proceeds thereof.

               (c)  In the case of each Grantor which is an Issuer, such Issuer
                    agrees that (i) it will be bound by the terms of this
                    Agreement relating to the Investment Property issued by it
                    and will comply with such terms insofar as such terms are
                    applicable to it, (ii) it will notify the Administrative
                    Agent promptly in writing of the occurrence of any of the
                    events described in Section 5.8(a) with respect to the
                    Investment Property issued by it and (iii) the terms of
                    Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis,
                    with respect to all actions that may be required of it
                    pursuant to Section 6.3(c) or 6.7 with respect to the
                    Investment Property issued by it.

          5.9. Receivables. (a) Other than in the ordinary course of business
               substantially consistent with its past practice, such Grantor
               will not (i) grant any extension of the time of payment of any
               material Receivable, (ii) compromise or settle any Receivable for
               a materially lesser amount thereof, (iii) release, wholly or
               partially, any Person liable for the payment of any material
               Receivable, (iv) allow any material credit or discount whatsoever
               on any Receivable or (v) amend, supplement or modify any material
               Receivable in any manner that could materially adversely affect
               the value thereof.

               (b)  Such Grantor will deliver to the Administrative Agent a copy
                    of each material demand, notice or document received by it
                    that questions or calls



                                                                              16

                    into doubt the validity or enforceability of more than 5% of
                    the aggregate amount of the then outstanding Receivables.

       5.10.   Intellectual Property. (a) Such Grantor (either itself or through
               licensees) will (i) subject to such Grantor's reasonable business
               judgment, continue to use each Trademark material to the business
               of the Borrower and its Subsidiaries taken as a whole on each and
               every trademark class of goods applicable to its current line as
               reflected in its current catalogs, brochures and price lists in
               order to maintain such Trademark in full force free from any
               claim of abandonment for non-use, (ii) subject to such Grantor's
               reasonable business judgment, maintain as in the past the quality
               of products and services offered under such Trademark, (iii) use
               such Trademark with the appropriate notice of registration and
               all other notices and legends required by applicable Requirements
               of Law, (iv) not adopt or use any mark which is confusingly
               similar or a colorable imitation of such Trademark unless the
               Administrative Agent, for the ratable benefit of the Lead Agents
               and the Lenders, shall obtain a perfected security interest in
               such mark pursuant to this Agreement, and (v) subject to such
               Grantor's reasonable business judgment, not (and not permit any
               licensee or sublicensee thereof to) do any act or knowingly omit
               to do any act whereby such Trademark may become invalidated or
               impaired in any way.

               (b)  Such Grantor (either itself or through licensees) will not
                    do any act, or omit to do any act, whereby any Patent
                    material to the business of the Borrower and its
                    Subsidiaries taken as a whole may become forfeited,
                    abandoned or dedicated to the public.

               (c)  Such Grantor (either itself or through licensees) (i) will
                    employ each Copyright material to the business of the
                    Borrower and its Subsidiaries taken as a whole and (ii) will
                    not (and will not permit any licensee or sublicensee thereof
                    to) do any act or knowingly omit to do any act whereby any
                    material portion of the Copyrights may become invalidated or
                    otherwise impaired. Such Grantor will not (either itself or
                    through licensees) do any act whereby any material portion
                    of the Copyrights may fall into the public domain.

               (d)  Such Grantor (either itself or through licensees) will not
                    do any act that knowingly uses any Intellectual Property
                    material to the business of the Borrower and its
                    Subsidiaries taken as a whole to infringe the intellectual
                    property rights of any other Person.

               (e)  Such Grantor will notify the Administrative Agent and the
                    Lenders immediately if it knows, or has reason to know, that
                    any application or registration relating to any Intellectual
                    Property material to the business of the Borrower and its
                    Subsidiaries taken as a whole may become forfeited,
                    abandoned or dedicated to the public, or of any adverse
                    determination or development (including, without limitation,
                    the institution of, or any such determination or development
                    in, any proceeding in the United States



                                                                              17

                    Patent and Trademark Office, the United States Copyright
                    Office or any court or tribunal in any country) regarding
                    such Grantor's ownership of, or the validity of, any
                    Intellectual Property material to the business of the
                    Borrower and its Subsidiaries taken as a whole or such
                    Grantor's right to register the same or to own and maintain
                    the same.

               (f)  Whenever such Grantor, either by itself or through any
                    agent, employee, licensee or designee, shall file an
                    application for the registration of any Intellectual
                    Property with the United States Patent and Trademark Office,
                    the United States Copyright Office or any similar office or
                    agency in any other country or any political subdivision
                    thereof, such Grantor shall report such filing to the
                    Administrative Agent within five Business Days after the
                    last day of the fiscal quarter in which such filing occurs.
                    Upon request of the Administrative Agent, such Grantor shall
                    execute and deliver, and have recorded, any and all
                    agreements, instruments, documents, and papers as the
                    Administrative Agent may request to evidence the Lead
                    Agents' and the Lenders' security interest in any Copyright,
                    Patent or Trademark and the goodwill and general intangibles
                    of such Grantor relating thereto or represented thereby.

               (g)  Such Grantor will take all reasonable and necessary steps,
                    including, without limitation, in any proceeding before the
                    United States Patent and Trademark Office, the United States
                    Copyright Office or any similar office or agency in any
                    other country or any political subdivision thereof, to
                    maintain and pursue each application (and to obtain the
                    relevant registration) and to maintain each registration of
                    the Intellectual Property material to the business of the
                    Borrower and its Subsidiaries taken as a whole, including,
                    without limitation, filing of applications for renewal,
                    affidavits of use and affidavits of incontestability.

               (h)  In the event that any Intellectual Property material to the
                    business of the Borrower and its Subsidiaries taken as a
                    whole is infringed, misappropriated or diluted by a third
                    party, such Grantor shall (i) take such actions as such
                    Grantor shall reasonably deem appropriate under the
                    circumstances to protect such Intellectual Property and (ii)
                    if such Intellectual Property is of material economic value,
                    promptly notify the Administrative Agent after it learns
                    thereof and sue for infringement, misappropriation or
                    dilution, to seek injunctive relief where appropriate and to
                    recover any and all damages for such infringement,
                    misappropriation or dilution.

                         SECTION 6. REMEDIAL PROVISIONS

          6.1. Certain Matters Relating to Receivables. (a) After the occurrence
               and during the continuation of an Event of Default and after
               prior written notice of such action to each applicable Grantor,
               the Administrative Agent shall have the right to make test
               verifications of the Receivables in any manner and through any
               medium



                                                                              18

          that it reasonably considers advisable, and each Grantor shall furnish
          all such assistance and information as the Administrative Agent may
          reasonably require in connection with such test verifications. At any
          time and from time to time, upon the Administrative Agent's request
          and at the expense of the relevant Grantor (which expense shall be
          reasonable), such Grantor shall cause independent public accountants
          or others satisfactory to the Administrative Agent to furnish to the
          Administrative Agent reports showing reconciliations, aging and test
          verifications of, and trial balances for, the Receivables.

          (b)  The Administrative Agent hereby authorizes each Grantor to
               collect such Grantor's Receivables, and the Administrative Agent
               may curtail or terminate said authority at any time after the
               occurrence and during the continuance of an Event of Default. If
               required by the Administrative Agent at any time after the
               occurrence and during the continuance of an Event of Default, any
               payments of Receivables, when collected by any Grantor, (i) shall
               be forthwith (and, in any event, within two Business Days)
               deposited by such Grantor in the exact form received, duly
               indorsed by such Grantor to the Administrative Agent if required,
               in a Collateral Account maintained under the sole dominion and
               control of the Administrative Agent, subject to withdrawal by the
               Administrative Agent for the account of the Lenders only as
               provided in Section 6.5, and (ii) until so turned over, shall be
               held by such Grantor in trust for the Administrative Agent and
               the Lenders, segregated from other funds of such Grantor. Each
               such deposit of Proceeds of Receivables shall be accompanied by a
               report identifying in reasonable detail the nature and source of
               the payments included in the deposit.

          (c)  At the Administrative Agent's request, each Grantor shall deliver
               to the Administrative Agent all original and other documents
               evidencing, and relating to, the agreements and transactions
               which gave rise to the Receivables, including, without
               limitation, all original orders, invoices and shipping receipts.

     6.2. Communications with Obligors; Grantors Remain Liable. (a) The
          Administrative Agent in its own name or in the name of others may at
          any time after the occurrence and during the continuance of an Event
          of Default and after prior written notice of such action to each
          applicable Grantor communicate with obligors under the Receivables to
          verify with them to the Administrative Agent's satisfaction the
          existence, amount and terms of any Receivables.

          (b)  Upon the request of the Administrative Agent at any time after
               the occurrence and during the continuance of an Event of Default
               and after prior written notice of such action to each applicable
               Grantor, each Grantor shall notify obligors on the Receivables
               that the Receivables have been assigned to the Administrative
               Agent for the ratable benefit of the Lead Agents and the Lenders
               and that payments in respect thereof shall be made directly to
               the Administrative Agent.



                                                                              19

          (c)  Anything herein to the contrary notwithstanding, each Grantor
               shall remain liable under each of the Receivables to observe and
               perform all the conditions and obligations to be observed and
               performed by it thereunder, all in accordance with the terms of
               any agreement giving rise thereto. No Lead Agent or Lender shall
               have any obligation or liability under any Receivable (or any
               agreement giving rise thereto) by reason of or arising out of
               this Agreement or the receipt by any Lead Agent or any Lender of
               any payment relating thereto, nor shall any Lead Agent or any
               Lender be obligated in any manner to perform any of the
               obligations of any Grantor under or pursuant to any Receivable
               (or any agreement giving rise thereto), to make any payment, to
               make any inquiry as to the nature or the sufficiency of any
               payment received by it or as to the sufficiency of any
               performance by any party thereunder, to present or file any
               claim, to take any action to enforce any performance or to
               collect the payment of any amounts which may have been assigned
               to it or to which it may be entitled at any time or times.

     6.3. Pledged Stock. (a) Unless an Event of Default shall have occurred and
          be continuing and the Administrative Agent shall have given notice to
          the relevant Grantor of the Administrative Agent's intent to exercise
          its corresponding rights pursuant to Section 6.3(b), each Grantor
          shall be permitted to receive all cash dividends and distributions
          paid in respect of the Pledged Stock and all payments made in respect
          of the Pledged Notes, to the extent permitted in the Credit Agreement,
          and to exercise all voting and corporate or other organizational
          rights with respect to the Investment Property; provided, however,
          that no vote shall be cast or corporate or other organizational right
          exercised or other action taken which, in the Administrative Agent's
          reasonable judgment, would materially and adversely impair the
          Collateral or which would be materially inconsistent with or result in
          any material violation of any provision of the Credit Agreement, this
          Agreement or any other Loan Document.

          (b)  If an Event of Default shall occur and be continuing and the
               Administrative Agent shall give notice of its intent to exercise
               such rights to the relevant Grantor or Grantors, (i) the
               Administrative Agent shall have the right to receive any and all
               cash dividends, payments or other Proceeds paid in respect of the
               Investment Property and make application thereof to the
               Obligations in the order set forth in Section 6.5, and (ii) any
               or all of the Investment Property shall be registered in the name
               of the Administrative Agent or its nominee, and the
               Administrative Agent or its nominee may thereafter exercise (1)
               all voting, corporate and other rights pertaining to such
               Investment Property at any meeting of shareholders of the
               relevant Issuer or Issuers or otherwise and (2) any and all
               rights of conversion, exchange and subscription and any other
               rights, privileges or options pertaining to such Investment
               Property as if it were the absolute owner thereof (including,
               without limitation, the right to exchange at its discretion any
               and all of the Investment Property upon the merger,
               consolidation, reorganization, recapitalization or other
               fundamental



                                                                              20

               change in the corporate or other organizational structure of any
               Issuer, or upon the exercise by any Grantor or the Administrative
               Agent of any right, privilege or option pertaining to such
               Investment Property, and in connection therewith, the right to
               deposit and deliver any and all of the Investment Property with
               any committee, depositary, transfer agent, registrar or other
               designated agency upon such terms and conditions as the
               Administrative Agent may determine), all without liability except
               to account for property actually received by it, but the
               Administrative Agent shall have no duty to any Grantor to
               exercise any such right, privilege or option and shall not be
               responsible for any failure to do so or delay in so doing.

          (c)  Each Grantor hereby authorizes and instructs each Issuer of any
               Investment Property pledged by such Grantor hereunder to (i)
               comply with any instruction received by it from the
               Administrative Agent in writing that (1) states that an Event of
               Default has occurred and is continuing and (2) is otherwise in
               accordance with the terms of this Agreement, without any other or
               further instructions from such Grantor, and each Grantor agrees
               that each Issuer shall be fully protected in so complying, and
               (ii) unless otherwise expressly permitted hereby, pay any
               dividends or other payments with respect to the Investment
               Property directly to the Administrative Agent.

     6.4. Proceeds to be Turned Over to Administrative Agent. In addition to the
          rights of the Lead Agents and the Lenders specified in Section 6.1
          with respect to payments of Receivables, if an Event of Default shall
          occur and be continuing and the Administrative Agent shall give notice
          of its intent to exercise its rights pursuant to this Section 6.4 to
          the relevant Grantor or Grantors, the Administrative Agent shall have
          the right to receive all Proceeds received by any Grantor consisting
          of cash, checks and other near-cash items shall be held by such
          Grantor in trust for the Lead Agents and the Lenders, segregated from
          other funds of such Grantor, and shall, forthwith upon receipt by such
          Grantor, be turned over to the Administrative Agent in the exact form
          received by such Grantor (duly indorsed by such Grantor to the
          Administrative Agent, if required). All Proceeds received by the
          Administrative Agent hereunder shall be held by the Administrative
          Agent in a Collateral Account maintained under its sole dominion and
          control. All Proceeds while held by the Administrative Agent in a
          Collateral Account (or by such Grantor in trust for the Administrative
          Agent and the Lenders) shall continue to be held as collateral
          security for all the Obligations and shall not constitute payment
          thereof until applied as provided in Section 6.5.

     6.5. Application of Proceeds. At such intervals as may be agreed upon by
          the Borrower and the Administrative Agent, or, if an Event of Default
          shall have occurred and be continuing, at any time at the
          Administrative Agent's election, the Administrative Agent may apply
          all or any part of Proceeds constituting Collateral, whether or not
          held in any Collateral Account, and any proceeds of the



                                                                              21

          guarantee set forth in Section 2, in payment of the Obligations in the
          following order:

               First, to pay incurred and unpaid fees and expenses of the
          Administrative Agent under the Loan Documents;

               Second, to the Administrative Agent, for application by it
          towards payment of amounts then due and owing and remaining unpaid in
          respect of the Obligations, pro rata among the Lead Agents and the
          Lenders according to the amounts of the Obligations then due and owing
          and remaining unpaid to the Lead Agents and the Lenders;

               Third, to the Administrative Agent, for application by it towards
          prepayment of the Obligations, pro rata among the Lead Agents and
          Lenders according to the amounts of the Obligations then held by the
          Lead Agents and the Lenders; and

               Fourth, any balance of such Proceeds remaining after the then
          outstanding Obligations shall have been paid in full (excluding
          contingent indemnification obligations or obligations with respect to
          Specified Hedge Agreements), no Letters of Credit shall be outstanding
          and the Commitments shall have been terminated shall be paid over to
          the Borrower or to whomsoever may be lawfully entitled to receive the
          same.

     6.6. Code and Other Remedies. If an Event of Default shall occur and be
          continuing, the Administrative Agent, on behalf of the Lenders, may
          exercise, in addition to all other rights and remedies granted to them
          in this Agreement and in any other instrument or agreement securing,
          evidencing or relating to the Obligations, all rights and remedies of
          a secured party under the New York UCC or any other applicable law.
          Without limiting the generality of the foregoing, the Administrative
          Agent, without demand of performance or other demand, presentment,
          protest, advertisement or notice of any kind (except any notice
          required by law referred to below) to or upon any Grantor or any other
          Person (all and each of which demands, defenses, advertisements and
          notices are hereby waived to the extent not prohibited by applicable
          law or statute), may in such circumstances forthwith collect, receive,
          appropriate and realize upon the Collateral, or any part thereof,
          and/or may forthwith sell, lease, assign, give option or options to
          purchase, or otherwise dispose of and deliver the Collateral or any
          part thereof (or contract to do any of the foregoing), in one or more
          parcels at public or private sale or sales, at any exchange, broker's
          board or office of any Lead Agent or any Lender or elsewhere upon such
          terms and conditions as it may deem advisable and at such prices as it
          may deem commercially reasonable, for cash or on credit or for future
          delivery without assumption of any credit risk. Any Lead Agent or any
          Lender shall have the right upon any such public sale or sales, and,
          to the extent permitted by law, upon any such private sale or sales,
          to purchase the whole or any part of the Collateral so sold, free of
          any right or equity of redemption in any Grantor, which right or
          equity is hereby waived and released



                                                                              22

          to the extent not prohibited by applicable law or statute. Each
          Grantor further agrees, at the Administrative Agent's request, to
          assemble the Collateral and make it available to the Administrative
          Agent at places which the Administrative Agent shall reasonably
          select, whether at such Grantor's premises or elsewhere. The
          Administrative Agent shall apply the net proceeds of any action taken
          by it pursuant to this Section 6.6, after deducting all reasonable,
          out-of-pocket costs and expenses of every kind incurred in connection
          therewith or incidental to the care or safekeeping of any of the
          Collateral or in any way relating to the Collateral or the rights of
          the Administrative Agent and the Lenders hereunder, including, without
          limitation, reasonable attorneys' fees and disbursements of one
          counsel to the Lead Agents (unless there is an actual or perceived
          conflict of interest in which case each Lead Agent affected thereby
          may retain its own counsel) and one counsel for the Lenders (unless
          there is an actual or perceived conflict of interest in which case
          each Lender affected thereby may retain its own counsel), to the
          payment in whole or in part of the Obligations, in such order as set
          forth in Section 6.5, and only after such application and after the
          payment by the Administrative Agent of any other amount required by
          any provision of law, including, without limitation, Section
          9-615(a)(3) of the New York UCC, need the Administrative Agent account
          for the surplus, if any, to any Grantor. To the extent permitted by
          applicable law, each Grantor waives all claims, damages and demands it
          may acquire against any Lead Agent or any Lender arising out of the
          exercise by them of any rights hereunder. If any notice of a proposed
          sale or other disposition of Collateral shall be required by law, such
          notice shall be deemed reasonable and proper if given at least 10 days
          before such sale or other disposition.

     6.7. Registration Rights. (a) If the Administrative Agent shall determine
          to exercise its right to sell any or all of the Pledged Stock pursuant
          to Section 6.6, and if in the opinion of the Administrative Agent it
          is necessary or advisable to have the Pledged Stock, or that portion
          thereof to be sold, registered under the provisions of the Securities
          Act, the relevant Grantor will cause (and in the case of an Issuer
          that is not a Wholly Owned Subsidiary of such Grantor, such Grantor
          will use its commercially reasonable efforts to cause) the Issuer
          thereof to (i) execute and deliver, and cause the directors and
          officers of such Issuer to execute and deliver, all such instruments
          and documents, and do or cause to be done all such other acts as may
          be, in the opinion of the Administrative Agent, necessary or advisable
          to register the Pledged Stock, or that portion thereof to be sold,
          under the provisions of the Securities Act, (ii) use its best efforts
          to cause the registration statement relating thereto to become
          effective and to remain effective for a period of one year from the
          date of the first public offering of the Pledged Stock, or that
          portion thereof to be sold, and (iii) make all amendments thereto
          and/or to the related prospectus which, in the opinion of the
          Administrative Agent, are necessary or advisable, all in conformity
          with the requirements of the Securities Act and the rules and
          regulations of the Securities and Exchange Commission applicable
          thereto. Each Grantor agrees to cause (and in the case of an Issuer
          that is not a Wholly Owned Subsidiary of such Grantor, such Grantor
          will use its commercially reasonable efforts to cause) such Issuer to
          comply with the



                                                                              23

          provisions of the securities or "Blue Sky" laws of any and all
          jurisdictions which the Administrative Agent shall designate and to
          make available to its security holders, as soon as practicable, an
          earnings statement (which need not be audited) which will satisfy the
          provisions of Section 11(a) of the Securities Act.

          (b)  Each Grantor recognizes that the Administrative Agent may be
               unable to effect a public sale of any or all the Pledged Stock,
               by reason of certain prohibitions contained in the Securities Act
               and applicable state securities laws or otherwise, and may be
               compelled to resort to one or more private sales thereof to a
               restricted group of purchasers which will be obliged to agree,
               among other things, to acquire such securities for their own
               account for investment and not with a view to the distribution or
               resale thereof. Each Grantor acknowledges and agrees that any
               such private sale may result in prices and other terms less
               favorable than if such sale were a public sale and,
               notwithstanding such circumstances, agrees that any such private
               sale shall be deemed to have been made in a commercially
               reasonable manner. The Administrative Agent shall be under no
               obligation to delay a sale of any of the Pledged Stock for the
               period of time necessary to permit the Issuer thereof to register
               such securities for public sale under the Securities Act, or
               under applicable state securities laws, even if such Issuer would
               agree to do so.

          (c)  Each Grantor agrees to use its best efforts to do or cause (and
               in the case of an Issuer that is not a Wholly Owned Subsidiary of
               such Grantor, such Grantor will use its commercially reasonable
               efforts to cause) to be done all such other acts as may be
               necessary to make such sale or sales of all or any portion of the
               Pledged Stock pursuant to this Section 6.7 valid and binding and
               in compliance with any and all other applicable Requirements of
               Law. Each Grantor further agrees that a breach of any of the
               covenants contained in this Section 6.7 will cause irreparable
               injury to the Lead Agents and the Lenders, that the Lead Agents
               and the Lenders have no adequate remedy at law in respect of such
               breach and, as a consequence, that each and every covenant
               contained in this Section 6.7 shall be specifically enforceable
               against such Grantor, and such Grantor hereby waives (to the
               extent not prohibited by applicable law) and agrees not to assert
               any defenses against an action for specific performance of such
               covenants except for a defense that no Event of Default has
               occurred under the Credit Agreement.

     6.8. Deficiency. Each Grantor shall remain liable for any deficiency if the
          proceeds of any sale or other disposition of the Collateral are
          insufficient to pay its Obligations and the fees and disbursements of
          one counsel to each Lead Agent and one counsel for the Lenders (unless
          there is an actual or perceived conflict of interest in which case
          each Lender affected thereby may retain its own counsel).



                                                                              24

                       SECTION 7. THE ADMINISTRATIVE AGENT

     7.1. Administrative Agent's Appointment as Attorney-in-Fact, etc. (a) Each
          Grantor hereby irrevocably constitutes and appoints the Administrative
          Agent and any officer or agent thereof, with full power of
          substitution, as its true and lawful attorney-in-fact with full
          irrevocable power and authority in the place and stead of such Grantor
          and in the name of such Grantor or in its own name, for the purpose of
          carrying out the terms of this Agreement, to take any and all
          appropriate action and to execute any and all documents and
          instruments which may be necessary or desirable to accomplish the
          purposes of this Agreement, and, without limiting the generality of
          the foregoing, each Grantor hereby gives the Administrative Agent the
          power and right, on behalf of such Grantor, without notice to or
          assent by such Grantor, to do any or all of the following:

               (i)    in the name of such Grantor or its own name, or otherwise,
                      take possession of and indorse and collect any checks,
                      drafts, notes, acceptances or other instruments for the
                      payment of moneys due under any Receivable or with respect
                      to any other Collateral and file any claim or take any
                      other action or proceeding in any court of law or equity
                      or otherwise deemed appropriate by the Administrative
                      Agent for the purpose of collecting any and all such
                      moneys due under any Receivable or with respect to any
                      other Collateral whenever payable;

               (ii)   in the case of any Intellectual Property, execute and
                      deliver, and have recorded, any and all agreements,
                      instruments, documents and papers as the Administrative
                      Agent may request to evidence the Lead Agents' and the
                      Lenders' security interest in such Intellectual Property
                      and the goodwill and general intangibles of such Grantor
                      relating thereto or represented thereby;

               (iii)  pay or discharge taxes and Liens levied or placed on or
                      threatened against the Collateral, effect any repairs or
                      any insurance called for by the terms of this Agreement
                      and pay all or any part of the premiums therefor and the
                      costs thereof;

               (iv)   execute, in connection with any sale provided for in
                      Section 6.6 or 6.7, any indorsements, assignments or other
                      instruments of conveyance or transfer with respect to the
                      Collateral; and

               (v)    (1) direct any party liable for any payment under any of
                      the Collateral to make payment of any and all moneys due
                      or to become due thereunder directly to the Administrative
                      Agent or as the Administrative Agent shall direct; (2) ask
                      or demand for, collect, and receive payment of and receipt
                      for, any and all moneys, claims and other amounts due or
                      to become due at any time in respect of or arising out of
                      any Collateral; (3) sign and



                                                                              25

                         indorse any invoices, freight or express bills, bills
                         of lading, storage or warehouse receipts, drafts
                         against debtors, assignments, verifications, notices
                         and other documents in connection with any of the
                         Collateral;(4) commence and prosecute any suits,
                         actions or proceedings at law or in equity in any court
                         of competent jurisdiction to collect the Collateral or
                         any portion thereof and to enforce any other right in
                         respect of any Collateral; (5) defend any suit, action
                         or proceeding brought against such Grantor with respect
                         to any Collateral; (6) settle, compromise or adjust any
                         such suit, action or proceeding and, in connection
                         therewith, give such discharges or releases as the
                         Administrative Agent may deem appropriate; (7) assign
                         any Copyright, Patent or Trademark (along with the
                         goodwill of the business to which any such Copyright,
                         Patent or Trademark pertains), throughout the world for
                         such term or terms, on such conditions, and in such
                         manner, as the Administrative Agent shall in its sole
                         discretion determine; and (8) generally, sell,
                         transfer, pledge and make any agreement with respect to
                         or otherwise deal with any of the Collateral as fully
                         and completely as though the Administrative Agent were
                         the absolute owner thereof for all purposes, and do, at
                         the Administrative Agent's option and such Grantor's
                         expense, at any time, or from time to time, all acts
                         and things which the Administrative Agent deems
                         necessary to protect, preserve or realize upon the
                         Collateral and the Administrative Agent's and the
                         Lenders' security interests therein and to effect the
                         intent of this Agreement, all as fully and effectively
                         as such Grantor might do.

          Anything in this Section 7.1 (a) to the contrary notwithstanding, the
          Administrative Agent agrees that it will not exercise any rights under
          the power of attorney provided for in this Section 7.1(a) unless an
          Event of Default shall have occurred and be continuing.

               (b)  If any Grantor fails to perform or comply with any of its
                    agreements contained herein, the Administrative Agent, at
                    its option, but without any obligation so to do, may, after
                    the occurrence and during the continuance of an Event of
                    Default, perform or comply, or otherwise cause performance
                    or compliance, with such agreement.

               (c)  The reasonable, out-of-pocket expenses of the Administrative
                    Agent incurred in connection with actions undertaken as
                    provided in this Section 7.1, together with interest thereon
                    at a rate per annum equal to the rate per annum at which
                    interest would then be payable on past due Revolving Credit
                    Loans that are Base Rate Loans under the Credit Agreement,
                    from the date the applicable Grantor receives an invoice
                    (with reasonable detail) for such expenses from the
                    Administrative Agent to the date reimbursed by the relevant
                    Grantor, shall be payable by such Grantor to the
                    Administrative Agent on demand.



                                                                              26

                  (d)      Each Grantor hereby ratifies all that said attorneys
                           shall lawfully do or cause to be done by virtue
                           hereof. All powers, authorizations and agencies
                           contained in this Agreement are coupled with an
                           interest and are irrevocable until this Agreement is
                           terminated and the security interests created hereby
                           are released.

             7.2. Duty of Administrative Agent. The Administrative Agent's sole
                  duty with respect to the custody, safekeeping and physical
                  preservation of the Collateral in its possession, under
                  Section 9-207 of the New York UCC or otherwise, shall be to
                  deal with it in the same manner as the Administrative Agent
                  deals with similar property for its own account. Neither the
                  Administrative Agent, any Lender nor any of their respective
                  officers, directors, employees or agents shall be liable for
                  failure to demand, collect or realize upon any of the
                  Collateral or for any delay in doing so or shall be under any
                  obligation to sell or otherwise dispose of any Collateral upon
                  the request of any Grantor or any other Person or to take any
                  other action whatsoever with regard to the Collateral or any
                  part thereof. The powers conferred on the Lead Agents and the
                  Lenders hereunder are solely to protect the Lead Agents' and
                  the Lenders' interests in the Collateral and shall not impose
                  any duty upon any Lead Agent or any Lender to exercise any
                  such powers. The Lead Agents and the Lenders shall be
                  accountable only for amounts that they actually receive as a
                  result of the exercise of such powers, and neither they nor
                  any of their officers, directors, employees or agents shall be
                  responsible to any Grantor for any act or failure to act
                  hereunder, except for their own gross negligence or willful
                  misconduct.

             7.3. Execution of Financing Statements. Pursuant to any applicable
                  law, each Grantor authorizes the Administrative Agent to file
                  or record financing statements and other filing or recording
                  documents or instruments with respect to the Collateral
                  without the signature of such Grantor in such form and in such
                  offices as the Administrative Agent determines appropriate to
                  perfect the security interests of the Administrative Agent
                  under this Agreement. Each Grantor authorizes the
                  Administrative Agent to use the collateral description "all
                  personal property [except for ______]" in any such financing
                  statements. Each Grantor hereby ratifies and authorizes the
                  filing by the Administrative Agent of any financing statement
                  with respect to the Collateral made prior to the date hereof.

             7.4. Authority of Administrative Agent. Each Grantor acknowledges
                  that the rights and responsibilities of the Administrative
                  Agent under this Agreement with respect to any action taken by
                  the Administrative Agent or the exercise or non-exercise by
                  the Administrative Agent of any option, voting right, request,
                  judgment or other right or remedy provided for herein or
                  resulting or arising out of this Agreement shall, as between
                  the Lead Agents and the Lenders, be governed by the Credit
                  Agreement and by such other agreements with respect thereto as
                  may exist from time to time among them, but, as between the
                  Administrative Agent and the Grantors, the Administrative
                  Agent shall be conclusively presumed to be acting as agent for
                  the Lead Agents and the Lenders with full and valid authority
                  so to act or refrain from acting, and no Grantor shall



                                                                              27

                  be under any obligation, or entitlement, to make any inquiry
                  respecting such authority.

                            SECTION 8. MISCELLANEOUS

         8.1.     Amendments in Writing.  None of the terms or provisions of
                  this Agreement may be waived, amended, supplemented or
                  otherwise modified except in accordance with Section 11.1 of
                  the Credit Agreement.

         8.2.     Notices. All notices, requests and demands to or upon the
                  Administrative Agent or any Grantor hereunder shall be
                  effected in the manner provided for in Section 11.2 of the
                  Credit Agreement; provided that any such notice, request or
                  demand to or upon any Guarantor shall be addressed to such
                  Guarantor at its notice address set forth on Schedule 1.

         8.3.     No Waiver by Course of Conduct; Cumulative Remedies.  No Lead
                  Agent or Lender shall by any act (except by a written
                  instrument pursuant to Section 8.1), delay, indulgence,
                  omission or otherwise be deemed to have waived any right or
                  remedy hereunder or to have acquiesced in any Default or Event
                  of Default. No failure to exercise, nor any delay in
                  exercising, on the part of any Lead Agent or any Lender, any
                  right, power or privilege hereunder shall operate as a waiver
                  thereof. No single or partial exercise of any right, power or
                  privilege hereunder shall preclude any other or further
                  exercise thereof or the exercise of any other right, power or
                  privilege. A waiver by any Lead Agent or any Lender of any
                  right or remedy hereunder on any one occasion shall not be
                  construed as a bar to any right or remedy which such Lead
                  Agent or such Lender would otherwise have on any future
                  occasion. The rights and remedies herein provided are
                  cumulative, may be exercised singly or concurrently and are
                  not exclusive of any other rights or remedies provided by law.

         8.4.     Enforcement Expenses; Indemnification. (a) Each Guarantor
                  agrees to pay, or reimburse each Lender and Lead Agent for,
                  all its reasonable, out-of-pocket costs and expenses incurred
                  in collecting against such Guarantor under the guarantee
                  contained in Section 2 or otherwise enforcing or preserving
                  any rights under this Agreement and the other Loan Documents
                  to which such Guarantor is a party, including, without
                  limitation, the fees and disbursements of one counsel to each
                  Lead Agent and one counsel for the Lenders (unless there is an
                  actual or perceived conflict of interest in which case each
                  Lender affected thereby may retain its own counsel).

                  (b)   Each Guarantor agrees to pay, and to save the Lead
                        Agents and the Lenders harmless from, any and all
                        liabilities with respect to, or resulting from any delay
                        in paying, any and all stamp, excise, sales or other
                        taxes which may be payable or determined to be payable
                        with respect to any of the Collateral or in connection
                        with any of the transactions contemplated by this
                        Agreement.



                                                                              28

                  (c)   Each Guarantor agrees to pay, and to save the Lead
                        Agents and the Lenders harmless from, any and all
                        liabilities, obligations, losses, damages, penalties,
                        actions, judgments, suits, costs, expenses or
                        disbursements of any kind or nature whatsoever with
                        respect to the execution, delivery, enforcement,
                        performance and administration of this Agreement to the
                        extent the Borrower would be required to do so pursuant
                        to Section 11.5 of the Credit Agreement.

                  (d)   The agreements in this Section shall survive repayment
                        of the Obligations and all other amounts payable under
                        the Credit Agreement and the other Loan Documents.

             8.5. Successors and Assigns. This Agreement shall be binding upon
                  the permitted successors and assigns of each Grantor and shall
                  inure to the benefit of the Lead Agents and the Lenders and
                  their permitted successors and assigns; provided that no
                  Grantor may assign, transfer or delegate any of its rights or
                  obligations under this Agreement without the prior written
                  consent of the Administrative Agent.

             8.6. Set-Off. Each Grantor hereby irrevocably authorizes each Lead
                  Agent and each Lender at any time and from time to time while
                  an Event of Default pursuant to Section 9(a) of the Credit
                  Agreement shall have occurred and be continuing, without
                  notice to such Grantor or any other Grantor, any such notice
                  being expressly waived by each Grantor, to the extent
                  permitted by applicable law upon any amount to the extent due
                  and payable by such Grantor (whether at the stated maturity,
                  by acceleration or otherwise), to set-off and appropriate and
                  apply any and all deposits (general or special, time or
                  demand, provisional or final, other than payroll or trust
                  accounts), in any currency, and any other credits,
                  indebtedness or claims, in any currency, in each case whether
                  direct or indirect, absolute or contingent, matured or
                  unmatured, at any time held or owing by such Lead Agent or
                  such Lender or any branch or agency thereof to or for the
                  credit or the account of such Grantor. Each Lead Agent and
                  each Lender shall notify such Grantor promptly of any such
                  set-off and the application made by such Lead Agent or such
                  Lender of the proceeds thereof, provided that the failure to
                  give such notice shall not affect the validity of such set-off
                  and application. The rights of each Lead Agent and each Lender
                  under this Section are in addition to other rights and
                  remedies (including, without limitation, other rights of
                  set-off) which such Lead Agent or such Lender may have.

             8.7. Counterparts.  This Agreement may be executed by one or more
                  of the parties to this Agreement on any number of separate
                  counterparts (including by telecopy), and all of said
                  counterparts taken together shall be deemed to constitute one
                  and the same instrument.

             8.8. Severability. Any provision of this Agreement which is
                  prohibited or unenforceable in any jurisdiction shall, as to
                  such jurisdiction, be ineffective to the extent of such
                  prohibition or unenforceability without invalidating the
                  remaining provisions hereof, and any such prohibition or
                  unenforceability in any



                                                                              29

                   jurisdiction shall not invalidate or render unenforceable
                   such provision in any other jurisdiction.

             8.9.  Section Headings. The Section headings used in this Agreement
                   are for convenience of reference only and are not to affect
                   the construction hereof or be taken into consideration in the
                   interpretation hereof.

             8.10. Integration. This Agreement and the other Loan Documents
                   represent the agreement of the Grantors, the Lead Agents and
                   the Lenders with respect to the subject matter hereof and
                   thereof, and there are no promises, undertakings,
                   representations or warranties by any Lead Agent or any Lender
                   relative to subject matter hereof and thereof not expressly
                   set forth or referred to herein or in the other Loan
                   Documents.

             8.11. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
                   CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
                   STATE OF NEW YORK.

             8.12. Submission To Jurisdiction; Waivers.  Each Grantor hereby
                   irrevocably and unconditionally:

                   (a)  submits for itself and its property in any legal action
                        or proceeding relating to this Agreement and the other
                        Loan Documents to which it is a party, or for
                        recognition and enforcement of any judgment in respect
                        thereof, to the non-exclusive general jurisdiction of
                        the Courts of the State of New York, the courts of the
                        United States of America for the Southern District of
                        New York, and appellate courts from any thereof;

                   (b)  consents that any such action or proceeding may be
                        brought in such courts and waives any objection that it
                        may now or hereafter have to the venue of any such
                        action or proceeding in any such court or that such
                        action or proceeding was brought in an inconvenient
                        court and agrees not to plead or claim the same;

                   (c)  agrees that service of process in any such action or
                        proceeding may be effected by mailing a copy thereof by
                        registered or certified mail (or any substantially
                        similar form of mail), postage prepaid, to such Grantor
                        at its address referred to in Section 8.2 or at such
                        other address of which the Administrative Agent shall
                        have been notified pursuant thereto;

                   (d)  agrees that nothing herein shall affect the right to
                        effect service of process in any other manner permitted
                        by law or shall limit the right to sue in any other
                        jurisdiction; and

                   (e)  waives, to the maximum extent not prohibited by law, any
                        right it may have to claim or recover in any legal
                        action or proceeding referred to in this Section any
                        special, exemplary, punitive or consequential damages.



                                                                              30

             8.13. Acknowledgements.  Each Grantor hereby acknowledges that:

                   (a)     it has been advised by counsel in the negotiation,
                           execution and delivery of this Agreement and the
                           other Loan Documents to which it is a party;

                   (b)     no Lead Agent or Lender has any fiduciary
                           relationship with or duty to any Grantor arising out
                           of or in connection with this Agreement or any of the
                           other Loan Documents, and the relationship between
                           the Grantors, on the one hand, and the Lead Agents
                           and Lenders, on the other hand, in connection
                           herewith or therewith is solely that of debtor and
                           creditor; and

                   (c)     no joint venture is created hereby or by the other
                           Loan Documents or otherwise exists by virtue of the
                           transactions contemplated hereby among the Lenders or
                           among the Grantors and the Lenders.

             8.14. Additional Grantors. Each Subsidiary of the Borrower that is
                   required to become a party to this Agreement pursuant to
                   Section 7.10 of the Credit Agreement shall become a Grantor
                   for all purposes of this Agreement upon execution and
                   delivery by such Subsidiary of an Assumption Agreement in the
                   form of Annex 1 hereto.

             8.15. Releases. (a) At such time as the Loans, the Reimbursement
                   Obligations and the other Obligations (excluding contingent
                   indemnification obligations or obligations with respect to
                   Specified Hedge Agreements) shall have been paid in full, the
                   Commitments have been terminated and no Letters of Credit
                   shall be outstanding, the Collateral shall be released from
                   the Liens created hereby, and this Agreement and all
                   obligations (other than those expressly stated to survive
                   such termination) of the Administrative Agent and each
                   Grantor hereunder shall terminate, all without delivery of
                   any instrument or performance of any act by any party, and
                   all rights to the Collateral shall revert to the Grantors. At
                   the request and sole expense of any Grantor following any
                   such termination, the Administrative Agent shall promptly
                   deliver to such Grantor any Collateral held by the
                   Administrative Agent hereunder, and promptly execute and
                   deliver to such Grantor such documents as such Grantor shall
                   reasonably request to evidence such termination.

                   (b)     If any of the Collateral shall be sold, transferred
                           or otherwise disposed of by any Grantor in a
                           transaction permitted by the Credit Agreement, then
                           the Administrative Agent, at the request and sole
                           expense of such Grantor, shall promptly execute and
                           deliver to such Grantor all releases or other
                           documents determined to be necessary or advisable for
                           the release of the Liens created hereby on such
                           Collateral. At the request and sole expense of the
                           Borrower, a Subsidiary Guarantor shall be released
                           from its obligations hereunder in the event that all
                           the Capital Stock of such Subsidiary Guarantor shall
                           be sold, transferred or otherwise disposed of in a
                           transaction permitted by the Credit Agreement;
                           provided that the Borrower shall have delivered to
                           the Administrative Agent, at least five



                                                                              31

           Business Days prior to the date of the proposed release, written
           request for release identifying the relevant Subsidiary Guarantor.

8.16. WAIVER OF JURY TRIAL. EACH GRANTOR AND, BY ACCEPTANCE OF THE BENEFITS
      HEREOF, EACH LEAD AGENT AND EACH LENDER, HEREBY RREVOCABLY AND
      UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
      RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY
      COUNTERCLAIM THEREIN.



                                                                              32

                  IN WITNESS WHEREOF, each of the undersigned has caused this
Guarantee and Collateral Agreement to be duly executed and delivered as of the
date first above written.

                                             ROUNDY'S INC.



                                             By: /s/ Edward G. Kitz
                                                 ---------------------
                                                 Name:
                                                 Title:



                                             ROUNDY'S ACQUISITION CORP.



                                             By: /s/ Robert A. Mariano
                                                 ----------------------
                                                 Name:
                                                 Title:



                                             CARDINAL FOODS, INC.



                                             By: /s/ Edward G. Kitz
                                                 ---------------------
                                                 Name:
                                                 Title:



                                             THE COPPS CORPORATION



                                             By: /s/ Edward G. Kitz
                                                 ----------------------
                                                 Name:
                                                 Title:



                                                                              33

                                               HOLT PUBLIC STORAGE



                                               By: /s/ Edward G. Kitz
                                                   -----------------------
                                                   Name:
                                                   Title:



                                               INSURANCE PLANNERS, INC.



                                               By: /s/ Edward G. Kitz
                                                   -----------------------
                                                   Name:
                                                   Title:



                                               I.T.A., INC.



                                               By: /s/ Edward G. Kitz
                                                   -----------------------
                                                   Name:
                                                   Title:



                                               JONDEX CORP.



                                               By: /s/ Edward G. Kitz
                                                   -----------------------
                                                   Name:
                                                   Title:



                                               KEE TRANS, INC.



                                               By: /s/ Edward G. Kitz
                                                   -----------------------
                                                   Name:
                                                   Title:



                                                                              34

                                              MEGA MARTS, INC.



                                              By: /s/ Edward G. Kitz
                                                  -------------------------
                                                  Name:
                                                  Title:



                                              THE MIDLAND GROCERY CO.



                                              By: /s/ Edward G. Kitz
                                                  -------------------------
                                                 Name:
                                                 Title:



                                              MIDLAND GROCERY OF MICHIGAN, INC.



                                              By: /s/ Edward G. Kitz
                                                  -------------------------
                                                 Name:
                                                 Title:



                                              PICK `N SAVE WAREHOUSE FOODS, INC.



                                              By: /s/ Edward G. Kitz
                                                  --------------------------
                                                  Name:
                                                  Title:



                                              RINDT ENTERPRISE, INC.



                                              By: /s/ Edward G. Kitz
                                                  --------------------------
                                                  Name:
                                                  Title:



                                                                              35

                                             ROPAK, INC.



                                             By: /s/ Edward G. Kitz
                                                 ---------------------------
                                                 Name:
                                                 Title:



                                             SCOT LAD FOODS, INC.



                                             By: /s/ Edward G. Kitz
                                                 ----------------------------
                                                 Name:
                                                 Title:



                                             SCOT LAD-LIMA, INC.



                                             By: /s/ Edward G. Kitz
                                                 ----------------------------
                                                 Name:
                                                 Title:



                                             SHOP-RITE, INC.



                                             By: /s/ Edward G. Kitz
                                                 ----------------------------
                                                 Name:
                                                 Title:



                                             SPRING LAKE MERCHANDISE, INC.



                                             By: /s/ Edward G. Kitz
                                                 ----------------------------
                                                 Name:
                                                 Title:



                                                                              36

                                                     ULTRA MART FOODS, INC.



                                                     By: /s/ Edward G. Kitz
                                                         ----------------------
                                                         Name:
                                                         Title:



                                                     VILLAGE MARKET, LLC



                                                     By: /s/ Edward G. Kitz
                                                         ----------------------
                                                         Name:
                                                         Title:



                                                     By: /s/ Edward G. Kitz
                                                         ----------------------
                                                         Name:
                                                         Title:




                                                                      Schedule 1

                         NOTICE ADDRESSES OF GUARANTORS

23000 Roundy Drive
Pewaukee, Wisconsin 53072
Attention:  Edward G. Kitz
Telecopy:  (262) 953-7979
Telephone:  (262) 953-7999


with a copy to:

Kirkland & Ellis
200 E. Randolph Drive
Chicago, IL 60601
Attention: John A. Weissenbach
Telecopy: (312) 861-2200
Telephone: (312) 861-2000







                                                                      Schedule 2
                                                                      ----------

                       DESCRIPTION OF INVESTMENT PROPERTY


Pledged Stock

- -----------------------------------------------------------------------------------------------------
                                                                  ISSUED AND
                                             AUTHORIZED          OUTSTANDING
                         STATE OF            SHARES OF            SHARES OF
         NAME          INCORPORATION           STOCK                STOCK               OWNER
 -------------------   -------------      -----------------      ------------    --------------------
- -----------------------------------------------------------------------------------------------------
                                                                     
Roundy's, Inc.         Wisconsin          1,000 Common           1,000           Roundy's Acquisition
                                                                                 Corp.
- -----------------------------------------------------------------------------------------------------
Badger                 Bermuda            120,000 Common         120,000         Roundy's, Inc.
Assurance Ltd.                                                   (only 66% of
                                                                 which will
                                                                 be pledged)
- -----------------------------------------------------------------------------------------------------
Cardinal Foods,        Delaware           750 Common             500             Scot Lad Foods, Inc.
Inc.
- -----------------------------------------------------------------------------------------------------
The Copps              Wisconsin          2,500 Common           1,500           Roundy's, Inc.
Corporation
- -----------------------------------------------------------------------------------------------------
Holt Public            Wisconsin          2,800 Common           1,000           Roundy's, Inc.
Storage Inc.
- -----------------------------------------------------------------------------------------------------
Insurance              Wisconsin          1,000 Common           1,000           Ropak Inc.
Planners, Inc.
- -----------------------------------------------------------------------------------------------------
I.T.A., Inc.           Wisconsin          2,800 Common           1,000           Roundy's, Inc.
- -----------------------------------------------------------------------------------------------------
Jondex Corp.           Wisconsin          2,000 Common           1,000           Roundy's, Inc.
- -----------------------------------------------------------------------------------------------------
Kee Trans, Inc.        Wisconsin          2,800 Common           1,000           Roundy's, Inc.
- -----------------------------------------------------------------------------------------------------
Mega Marts, Inc.       Wisconsin          35,800,000 Common      5,800,000       Roundy's, Inc.
- -----------------------------------------------------------------------------------------------------
The Midland            Ohio               1,860 Common           100             Shop-Rite, Inc.
Grocery                                   5,000 Series B         210             Cardinal Foods, Inc.
Company                                   Preferred
- -----------------------------------------------------------------------------------------------------
Midland Grocery        Michigan           500 Common             100             Roundy's, Inc.
of Michigan, Inc.
- -----------------------------------------------------------------------------------------------------
Pick `n Save           Wisconsin          2,500 Common           1,000           Ropak Inc.
Warehouse
Foods, Inc.
- -----------------------------------------------------------------------------------------------------
Rindt                  Wisconsin          9,000 Common           1,000           Ropak Inc.
Enterprises, Inc.
- -----------------------------------------------------------------------------------------------------
Ropak Inc.             Wisconsin          2,000 Common           1,250           Roundy's, Inc.
- -----------------------------------------------------------------------------------------------------
Scot Lad Foods, Inc.   Wisconsin          2,800 Common           110             Roundy's, Inc.
- -----------------------------------------------------------------------------------------------------
Scot Lad-Lima, Inc.    Ohio               750 Common             100             Scot Lad Foods, Inc.
- -----------------------------------------------------------------------------------------------------
Shop-Rite, Inc.        Wisconsin          2,500 Common           892             Ropak Inc.
- -----------------------------------------------------------------------------------------------------
Spring Lake            Ohio               750 Common             100             Scot Lad Foods, Inc.
Merchandise, Inc.
- -----------------------------------------------------------------------------------------------------


                                       2





                                                                            ISSUED AND
                                                    AUTHORIZED             OUTSTANDING
                               STATE OF              SHARES OF              SHARES OF
NAME                         INCORPORATION             STOCK                  STOCK                  OWNER
- ---------------------- ----------------------- ---------------------- ---------------------- -------------------------
Ultra Mart             Wisconsin               100 Common             100                    Roundy's, Inc.
Foods, Inc.
- ----------------------------------------------------------------------------------------------------------------------
                                                                                 
Village Market, LLC    Indiana                 N/A                    Uncertificated         Shop-Rite, Inc.
                                                                      ownership Interests    (Managing Member)
                                                                      Shop-Rite, Inc.        Scot-Lad Foods, Inc.
                                                                      (1 Unit)               (Member)
                                                                      Scot Lad Foods, Inc.
                                                                      (99 Units)
- ----------------------------------------------------------------------------------------------------------------------


Pledged Notes:

None

                                       3



                                                                      Schedule 3

                            FILINGS AND OTHER ACTIONS

                     REQUIRED TO PERFECT SECURITY INTERESTS

                         Uniform Commercial Code Filings

                                FILING LOCATIONS



- ----------------------------------------------------------------------------------------------------------------------
Debtor                              Jurisdiction                      Filing Office
- ----------------------------------------------------------------------------------------------------------------------
                                                                
Roundy's, Inc.                      Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Roundy's Acquisition Corp.          Delaware                          Secretary of State of the State of Delaware
- ----------------------------------------------------------------------------------------------------------------------
Cardinal Foods, Inc.                Delaware                          Secretary of State of the State of Delaware
- ----------------------------------------------------------------------------------------------------------------------
The Copps Corporation               Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Holt Public Storage Inc.            Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Insurance Planners, Inc.            Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
I.T.A., Inc.                        Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Jondex Corp.                        Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Kee Trans, Inc.                     Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.                    Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
The Midland Grocery Co.             Ohio                              Secretary of State of the State of Ohio
- ----------------------------------------------------------------------------------------------------------------------
Midland Grocery of Michigan, Inc.   Michigan                          Michigan Department of State, UCC Unit
- ----------------------------------------------------------------------------------------------------------------------
Pick `N Save Warehouse Foods, Inc.  Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Rindt Enterprises, Inc.             Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Ropak Inc.                          Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Scot Lad Foods, Inc.                Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Scot Lad-Lima, Inc.                 Ohio                              Secretary of State of the State of Ohio
- ----------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.                     Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Spring Lake Merchandise, Inc.       Ohio                              Secretary of State of the State of Ohio
- ----------------------------------------------------------------------------------------------------------------------



                                       4





- ----------------------------------------------------------------------------------------------------------------------
Debtor                              Jurisdiction                      Filing Office
- ----------------------------------------------------------------------------------------------------------------------
                                                                
Roundy's, Inc.                      Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Roundy's Acquisition Corp.          Delaware                          Secretary of State of the State of Delaware
- ----------------------------------------------------------------------------------------------------------------------
Ultra Mart Foods, Inc.              Wisconsin                         Wisconsin Department of Financial Institutions
- ----------------------------------------------------------------------------------------------------------------------
Village Market, LLC                 Indiana                           Secretary of State of the State of Indiana
- ----------------------------------------------------------------------------------------------------------------------


                          Patent and Trademark Filings

Grant of Security Interest in Copyrights Rights, executed and delivered by The
Copps Corporation, a Wisconsin corporation, in favor of the Administrative Agent
to be filed in the United States Copyright Office

Grant of Security Interest in Copyright Rights, executed and delivered by Scot
Lad Foods, Inc., a Wisconsin corporation, in favor of the Administrative Agent
to be filed in the United States Copyright Office

Grant of Security Interest in Trademark Rights, executed and delivered by
Cardinal Foods, Inc., a Delaware corporation, in favor of the Administrative
Agent to be filed in the United States Trademark and Patent Office

Grant of Security Interest in Trademark Rights, executed and delivered by Scot
Lad Foods, Inc., a Wisconsin corporation, in favor of the Administrative Agent
to be filed in the United States Trademark and Patent Office

Grant of Security Interest in Trademark Rights, executed and delivered by The
Copps Corporation, a Wisconsin corporation, in favor of the Administrative Agent
to be filed in the United States Trademark and Patent Office

Grant of Security Interest in Trademark Rights, executed and delivered by
Roundy's, Inc., a Wisconsin corporation, in favor of the Administrative Agent to
be filed in the United States Trademark and Patent Office

                                       5



                      Actions with respect to Pledged Stock

Administrative Agent takes possession of Pledged Stock listed on Schedule 2


                                       6



                                                                      Schedule 4

                    LOCATION OF JURISDICTION OF ORGANIZATION

                           AND CHIEF EXECUTIVE OFFICE





- --------------------------------------------------------------------------------
                                        STATE OF                  IDENTIFICATION
       NAME                           ORGANIZATION                    NUMBER
                                                            
- --------------------------------------------------------------------------------
 Roundy's, Inc.                       Wisconsin                   1R04119
- --------------------------------------------------------------------------------
 Roundy's Acquisition Corp.           Delaware                    3503625
- --------------------------------------------------------------------------------
 Cardinal Foods, Inc.                 Delaware                    2110522
- --------------------------------------------------------------------------------
 The Copps Corporation                Wisconsin                   1C10400
- --------------------------------------------------------------------------------
 Holt Public Storage Inc.             Wisconsin                   H023974
- --------------------------------------------------------------------------------
 Insurance Planners, Inc.             Wisconsin                   1I02836
- --------------------------------------------------------------------------------
 I.T.A., Inc.                         Wisconsin                   K022601
- --------------------------------------------------------------------------------
 Jondex Corp.                         Wisconsin                   1J01342
- --------------------------------------------------------------------------------
 Kee Trans, Inc.                      Wisconsin                   K022603
- --------------------------------------------------------------------------------
 Mega Marts, Inc.                     Wisconsin                   M036250
- --------------------------------------------------------------------------------
 The Midland Grocery Co.              Ohio                        17634
- --------------------------------------------------------------------------------
 Midland Grocery of Michigan, Inc.    Michigan                    494115
- --------------------------------------------------------------------------------
 Pick `N Save Warehouse Foods, Inc.   Wisconsin                   1P09441
- --------------------------------------------------------------------------------
 Rindt Enterprises, Inc.              Wisconsin                   1R11395
- --------------------------------------------------------------------------------
 Ropak Inc.                           Wisconsin                   1R04036
- --------------------------------------------------------------------------------
 Scot Lad Foods, Inc.                 Wisconsin                   1L12848
- --------------------------------------------------------------------------------
 Scot Lad-Lima, Inc.                  Ohio                        847689
- --------------------------------------------------------------------------------
 Shop-Rite, Inc.                      Wisconsin                   1S15389
- --------------------------------------------------------------------------------
 Spring Lake Merchandise, Inc.        Ohio                        732029
- --------------------------------------------------------------------------------
 Ultra Mart Foods, Inc.               Wisconsin                   1K02886
- --------------------------------------------------------------------------------
 Village Market, LLC                  Indiana                     N/A
- --------------------------------------------------------------------------------


Location of Chief Executive Office of all Grantors:

23000 Roundy Drive, Pewaukee, Wisconsin 53072

                                       7



                                                                      Schedule 5
                                                                      ----------

                      LOCATIONS OF INVENTORY AND EQUIPMENT


                                                                                -------------------------------------------------
                                                                                                TYPE OF COLLATERAL
- ---------------------------------------------------------------------------------------------------------------------------------
       Corp. Entity               Collateral Location         County      Leased Inventory    Equip.   Office      R.E./   R.E./
                                                             Location                                  Equip/      Land    Land +
                                                                                                       Supplies    Only    Bldgs.
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Cardinal Foods, Inc.         4187 Arlingate Plaza (2)        Franklin       X                              X
                             Columbus, OH 43228
- ---------------------------------------------------------------------------------------------------------------------------------
Cardinal Foods, Inc.         1350 Wolohan Drive (10)           Boyd                                                           X
                             Ashland, KY
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8101 Copps Foods               Portage        X        X          X
                             1850 Plover Road
                             Plover, WI 54467
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8103 Copps Foods               Portage        X        X          X                    X
                             3256 Church Street
                             Stevens Point, WI 54481
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8105 Copps Foods              Winnebago                X          X                             X
                             1200 South Koeller Street
                             Oshkosh, WI 54902
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8106 Copps Foods                 Wood         X        X          X                    X
                             340 South 8th Street
                             Medford, WI 54454
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8107 Copps Foods                Brown         X        X          X
                             1291 Lombardi Access Road
                             Green Bay, WI 54304
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8108 Copps Foods              Outagamie       X        X          X                    X
                             1919 East Calumet Street
                             Appleton, WI 54915
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8109 Copps Foods              Manitowoc       X        X          X
                             3415 Custer Street
                             Manitowoc, WI 54220
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8110 Copps Foods                Brown         X        X          X
                             1819 Main Street
                             Green Bay, WI 54302
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8112 Copps Foods             Fond du Lac      X        X          X                    X
                             330 North Peters Avenue
                             Fond du Lac, WI 54935
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8114 Copps Foods                 Dane         X        X          X
                             620 South Whitney Way
                             Madison, WI 53711
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8115 Copps Foods               Langlade       X        X          X
                             405 Highway 64 East
                             Antigo, WI 54409
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8116 Copps Foods               Portage        X        X          X
                             5657 East Highway 10
                             Stevens Point, WI 54481
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8117 Copps Foods                 Iron         X        X          X                    X
                             1009 Holiday Lane
                             Hurley, WI 54534
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8118 Copps Foods              Outagamie       X        X          X                    X
- ---------------------------------------------------------------------------------------------------------------------------------

                                        8






                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------
                             2400 West Wisconsin Ave.
                             Appleton, WI 54915
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8119 Copps Foods              Eau Claire      X        X          X                    X
                             3310 East Hamilton Avenue
                             Eau Claire, WI 54701
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8121 Copps Foods                 Wood         X        X          X
                             900 East Riverview
                             Expressway, Wisconsin
                             Rapids, WI 54494
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8124 Copps Foods              Winnebago                X          X                             X
                             1530 S. Commercial Street
                             Neenah, WI 54956
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8127 Copps Foods                Price                  X          X                             X
                             256 South Lake Street
                             Phillips, WI 54555
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8150 Copps Foods                 Wood         X        X          X                             X
                             1105 North Central Avenue
                             Marshfield, WI 54449
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8175 Copps Foods               Waushara       X        X          X
                             950 East Main Street
                             Wautoma, WI 54982
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        #8178 Copps Foods                 Dane         X        X          X
                             2502 Shopko Drive
                             Madison, WI 53704
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        2220 Minnesota Avenue           Portage                 X          X          X                  X
                             Stevens Point, WI
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        2828 Wayne Street               Portage                 X          X          X                  X
                             Stevens Point, WI
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        1440 Pinecrest Avenue           Portage                                                          X
                             Stevens Point, WI 54481
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        3308 Wayne Street               Portage        X        X          X                             X
                             Stevens Point, WI 54481
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        2551 Jackson Street            Winnebago                                                         X
                             Oshkosh, WI 54907
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        315 South Main Street            Clark                                                           X
                             Greenwood, WI 54437
- ---------------------------------------------------------------------------------------------------------------------------------
The Copps Corporation        3501 Dixon Street               Portage                                                 X
                             Stevens Point, WI 54481
- ---------------------------------------------------------------------------------------------------------------------------------
Holt Public Storage, Inc.    7501 North 81 Street (187)     Milwaukee       X        X          X
                             Milwaukee, WI 53223
- ---------------------------------------------------------------------------------------------------------------------------------
Insurance Planners, Inc.     23050 Roundy Drive (1B)         Waukesha       X                              X
                             Pewaukee, WI 53072
- ---------------------------------------------------------------------------------------------------------------------------------
I.T.A., Inc.                 16655 W. Glendale Dr. (3)       Waukesha       X                              X
                             New Berlin, WI 53151
- ---------------------------------------------------------------------------------------------------------------------------------
Kee Trans, Inc.              16655 W. Glendale Dr.           Waukesha       X                   X          X
                             New Berlin, WI 53151
- ---------------------------------------------------------------------------------------------------------------------------------
Jondex Corp.                 #6353 Pick 'n Save (12)          Green                                                           X
                             112 W. 8th St., Hwy. 11W
                             Monroe, WI 53566
- ---------------------------------------------------------------------------------------------------------------------------------
Jondex Corp.                 23000 Roundy Drive (1A)         Waukesha                                      X                  X
                             Pewaukee, WI 53072
- ---------------------------------------------------------------------------------------------------------------------------------
Jondex Corp.                 23050 Roundy Drive (1B)         Waukesha                                                         X
                             Pewaukee, WI 53072
- ---------------------------------------------------------------------------------------------------------------------------------
Jondex Corp.                 11300 W. Burleigh St. (2)      Milwaukee                                                         X
- ---------------------------------------------------------------------------------------------------------------------------------


                                        9






                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------
                             Wauwatosa, WI 53222
- ---------------------------------------------------------------------------------------------------------------------------------
Jondex Corp.                 11500 W. Burleigh St.            Milwaukee                                                       X
                             Wauwatosa, WI 53222
- ---------------------------------------------------------------------------------------------------------------------------------
Jondex Corp.                 16655 W. Glendale Dr. (3)         Waukesha                                                       X
                             New Berlin, WI 53151
- ---------------------------------------------------------------------------------------------------------------------------------
Jondex Corp.                 Oconomowoc, WI                    Waukesha                                              X
- ---------------------------------------------------------------------------------------------------------------------------------
Jondex Corp.                 Oshkosh, WI                       Oshkosh                                               X
- ---------------------------------------------------------------------------------------------------------------------------------
Jondex Corp.                 Kenosha, WI                       Kenosha                                               X
- ---------------------------------------------------------------------------------------------------------------------------------
Jondex Corp.                 Highways 83 & 16                  Waukesha                                              X
                             Delafield, WI
- ---------------------------------------------------------------------------------------------------------------------------------
Jondex Corp.                 Wellston, OH                      Jackson                                               X
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6843 Pick 'n Save               Milwaukee     X        X          X
                             4200-D South 76 Street
                             Greenfield, WI 53220
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6845 Pick 'n Save               Milwaukee     X        X          X
                             3701 South 27 Street
                             Milwaukee, WI 53221
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6846 Pick 'n Save               Milwaukee     X        X          X
                             2625 South 108 Street
                             West Allis, WI 53227
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6847 Pick 'n Save               Milwaukee     X        X          X
                             6760 West National Avenue
                             West Allis, WI 53214
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6848 Pick 'n Save               Milwaukee     X        X          X
                             6462 South 27 Street
                             Oak Creek, WI 53154
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6849 Pick 'n Save                Kenosha      X        X          X
                             5914 - 75th Street
                             Kenosha, WI 53142
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6851 Pick 'n Save                 Racine      X        X          X
                             2406 South Green Bay Road
                             Racine, WI 53403
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6853 Pick 'n Save                Waukesha              X          X                             X
                             12735 West Capitol Drive
                             Brookfield, WI 53005
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6854 Pick 'n Save               Jefferson     X        X          X
                             607 South Church Street
                             Watertown, WI 53094
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6857 Pick 'n Save               Milwaukee     X        X          X
                             4698 South Whitnall
                             St. Francis, WI 53235
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6858 Pick 'n Save               Milwaukee     X        X          X
                             150 West Holt Avenue
                             Milwaukee, WI 53207
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc. (MM         150 W. Holt Avenue (6860)        Milwaukee     X        X          X
Distributing)                Milwaukee, WI 53207
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6862 Pick 'n Save               Milwaukee     X        X          X
                             8770 South Howell Avenue
                             Oak Creek, WI 53153
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6863 Pick 'n Save                 Racine      X        X          X
                             2210 Rapids Drive
                             Racine, WI 53403
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6864 Pick 'n Save               Milwaukee     X        X          X
                             1818 West National Avenue
- ---------------------------------------------------------------------------------------------------------------------------------


                                       10






                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------
                             Milwaukee, WI 53204
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6865 Pick 'n Save                  Rock       X        X          X
                             1717 South Center Avenue
                             Janesville, WI 53546
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             #6866 Pick 'n Save                  Lake       X        X          X
                             2700 Belvidere Road
                             Waukegan, IL 60085
- ---------------------------------------------------------------------------------------------------------------------------------
Mega Marts, Inc.             Corporate Office                 Milwaukee     X                              X
                             150 West Holt Avenue
                             Milwaukee, WI 53207
- ---------------------------------------------------------------------------------------------------------------------------------
The Midland Grocery Co.      6500 S. U.S. 421 (9)              LaPorte               X          X          X                  X
                             Westville, IN 46391
- ---------------------------------------------------------------------------------------------------------------------------------
Midland Grocery of           1764 Creston Street (4)           Muskegon              X          X          X                  X
Michigan, Inc.               Muskegon, MI 49442
- ---------------------------------------------------------------------------------------------------------------------------------
Midland Grocery of           111 East Exchange Street           Ottawa                                                        X
Michigan, Inc.               Spring Lake, MI 49456
- ---------------------------------------------------------------------------------------------------------------------------------
Rindt Enterprises, Inc.      #6340 Pick 'n Save               Sheboygan     X        X          X          X
                             2213 Calumet Drive
                             Sheboygan, WI 53083
- ---------------------------------------------------------------------------------------------------------------------------------
Rindt Enterprises, Inc.      #6341 Park & Shop (13)           Sheboygan              X          X                             X
                             1317 N. 25th Street
                             Sheboygan, WI 53081
- ---------------------------------------------------------------------------------------------------------------------------------
Rindt Enterprises, Inc.      #6343 Pick 'n Save               Sheboygan     X        X          X          X
                             2643 Eastern Avenue
                             Plymouth, WI 53073
- ---------------------------------------------------------------------------------------------------------------------------------
Roundy's, Inc.               23000 Roundy Drive (1A)           Waukesha     X                   X          X
                             Pewaukee, WI 53072
- ---------------------------------------------------------------------------------------------------------------------------------
Roundy's, Inc.               11300 W. Burleigh Street (2)     Milwaukee     X        X          X          X
                             Wauwatosa, WI 53222
- ---------------------------------------------------------------------------------------------------------------------------------
Roundy's, Inc.               11400 West Burleigh Street       Milwaukee     X        X          X
                             Wauwatosa, WI 53222
- ---------------------------------------------------------------------------------------------------------------------------------
Roundy's, Inc.               11500 W. Burleigh Street (2)     Milwaukee     X        X          X          X
                             Wauwatosa, WI 53222
- ---------------------------------------------------------------------------------------------------------------------------------
Roundy's, Inc.               401 Walter Road (120)               Dane       X        X          X          X
                             Mazomanie, WI 53560
- ---------------------------------------------------------------------------------------------------------------------------------
Scot Lad Foods, Inc.         Route 45 South, Box 411 (7)        Saline               X          X          X                  X
                             Eldorado, IL 62930
- ---------------------------------------------------------------------------------------------------------------------------------
Scot Lad Foods, Inc.         4501 Peters Road (8)            Vanderburgh             X          X          X                  X
                             Evansville, IN 47711
- ---------------------------------------------------------------------------------------------------------------------------------
Scot Lad Foods, Inc.         Peters Road                     Vanderburgh                                             X
                             Evansville, IN
- ---------------------------------------------------------------------------------------------------------------------------------
Scot Lad Foods, Inc.         6916 Nelson Road (5)               Allen                                                         X
                             Ft. Wayne, IN 46803
- ---------------------------------------------------------------------------------------------------------------------------------
Scot Lad-Lima, Inc.          1100 Prosperity Road (6)           Allen                X          X          X                  X
                             Lima, OH 45801
- ---------------------------------------------------------------------------------------------------------------------------------
Scot Lad-Lima, Inc.          1200 East Kibby Street             Allen       X        X          X          X
                             Lima, OH
- ---------------------------------------------------------------------------------------------------------------------------------
Scot Lad-Lima, Inc.          1601 E. Fourth Street (140)        Allen       X        X          X
                             Lima, OH
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              23000 Roundy Drive                Waukesha     X                              X
                             Pewaukee, WI 53072
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              #409 Pick 'n Save (80)            Lawrence     X        X          X
                             1113 Ironton Hills Drive
                             Ironton, OH 45638
- ---------------------------------------------------------------------------------------------------------------------------------


                                       11





                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              #417 Pick 'n Save (210)         Van Wert       X        X          X
                             719 Fox Road
                             Van Wert, OH 45891
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              #883 Orchard Markets (192)       Ottawa        X        X          X
                             17026 Lloyds Bayou Drive
                             Spring Lake, MI 49456
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              #884 Orchard Markets (50)       Muskegon       X        X          X
                             6530 Airline Road
                             Fruitport, MI 49415
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              #885 Orchard Markets (126)      Muskegon       X        X          X
                             3031 Heights Ravenna Road
                             Muskegon, MI 49444
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              #886 Orchard Markets (125)      Muskegon       X        X          X
                             2301 Holton Road
                             Muskegon, MI 49445
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              #6301 Pick 'n Save              Waukesha       X        X          X
                             17630 W. Bluemound Rd.
                             Brookfield, WI 53005
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              #6308 Pick 'n Save              Waukesha       X        X          X
                             220 East Sunset Drive
                             Waukesha, WI 53186
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              #6312 Pick 'n Save              Waukesha       X        X          X
                             N95W18273 County Line Rd.
                             Menomonee Falls, WI 53051
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              #6315 Pick 'n Save              Waukesha       X        X          X
                             2160 Silvernail Road
                             Pewaukee, WI 53072
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              #6329 Pick 'n Save                Door         X        X          X
                             1847 Egg Harbor Road
                             Sturgeon Bay, WI 54235
- ---------------------------------------------------------------------------------------------------------------------------------
Shop-Rite, Inc.              #6353 Pick 'n Save (12)          Green         X        X          X
                             112 West 8th Street
                             Monroe, WI 53566
- ---------------------------------------------------------------------------------------------------------------------------------
Spring Lake                  1200 Washington St. (211)       Van Wert       X        X          X          X
Merchandise, Inc.            Van Wert, OH 45891
- ---------------------------------------------------------------------------------------------------------------------------------
Spring Lake                  1181 Grill Road                 Van Wert       X        X
Merchandise, Inc.            Van Wert, OH 45891
- ---------------------------------------------------------------------------------------------------------------------------------
Ultra Mart, Inc.             #6356 Pick 'n Save             Milwaukee       X        X          X          X
                             10130 W. Appleton Avenue
                             Milwaukee, WI 53225
- ---------------------------------------------------------------------------------------------------------------------------------
Ultra Mart, Inc.             #6357 Pick 'n Save             Washington      X        X          X          X
                             N112 W16200 Mequon Rd.
                             Germantown, WI 53022
- ---------------------------------------------------------------------------------------------------------------------------------
Ultra Mart, Inc.             #6358 Pick 'n Save              Waukesha       X        X          X          X
                             601 Ryan Street
                             Pewaukee, WI 53072
- ---------------------------------------------------------------------------------------------------------------------------------
Ultra Mart, Inc.             #6359 Pick 'n Save             Milwaukee       X        X          X          X
                             7830 W. Good Hope Road
                             Milwaukee, WI 53223
- ---------------------------------------------------------------------------------------------------------------------------------
Ultra Mart, Inc.             #6360 Pick 'n Save             Milwaukee       X        X          X          X
                             7201 South 76 Street
                             Franklin, WI 53132
- ---------------------------------------------------------------------------------------------------------------------------------

                                       12






                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------
Ultra Mart, Inc.             #6361 Pick 'n Save             Winnebago       X        X          X          X
                             1425 S. Commercial Street
                             Neenah, WI 54956
- ---------------------------------------------------------------------------------------------------------------------------------
Ultra Mart, Inc.             #6362 Pick 'n Save             Winnebago       X        X          X          X
                             647 South Green Bay Road
                             Neenah, WI 54956
- ---------------------------------------------------------------------------------------------------------------------------------
Village Market, LLC          #8635 Pick 'n Save            Bartholomew      X        X          X          X
                             1343 North National Road
                             Columbus, IN 47203
- ---------------------------------------------------------------------------------------------------------------------------------


                                       13



                                                                      Schedule 6

                              INTELLECTUAL PROPERTY

All of the intellectual property identified in this Schedule 6 is owned by the
Company or one of its Subsidiaries unless otherwise noted.

FEDERAL TRADEMARK REGISTRATIONS/1/


- ----------------------------------------------------------------------------------------------------------------------
                                                                                              NEXT ACTION
MARK                                      REG. NO.                   REG. DATE                    DUE
- ----------------------------------------------------------------------------------------------------------------------
                                                                                     
ADVANTAGE                                 1,516,884                  12/13/88
- ----------------------------------------------------------------------------------------------------------------------
ADVANTAGE PLUS                            1,964,854                  04/02/96
- ----------------------------------------------------------------------------------------------------------------------
ADVANTAGE REWARDS                         2,034,398                  01/28/97
- ----------------------------------------------------------------------------------------------------------------------
BONNIE BLUE                               1,831,499                  04/19/94
- ----------------------------------------------------------------------------------------------------------------------
BUYERS' CHOICE                            1,482,325                  03/29/88
- ----------------------------------------------------------------------------------------------------------------------
BUYERS' CHOICE                            1,526,789                  02/28/89
- ----------------------------------------------------------------------------------------------------------------------
BUYERS' CHOICE                            1,554,332                  09/5/89
- ----------------------------------------------------------------------------------------------------------------------
BUYERS' CHOICE/2/                         1,667,725                  12/10/91
- ----------------------------------------------------------------------------------------------------------------------
BUYERS' CHOICE/3/                         1,957,402                  02/20/96
- ----------------------------------------------------------------------------------------------------------------------
BUYERS' CHOICE/4/                         1,972,759                  05/07/96
- ----------------------------------------------------------------------------------------------------------------------
CHUMMMIE/5/                               1,175,416                  10/27/81
- ----------------------------------------------------------------------------------------------------------------------


                                       14







- ----------------------------------------------------------------------------------------------------------------------
                                                                                            NEXT ACTION
MARK                                      REG. NO.                   REG. DATE                  DUE
- ----------------------------------------------------------------------------------------------------------------------
                                                                                     
- ----------------------------------------------------------------------------------------------------------------------
CLIPPER SHIP/6/                           1,174,870                  10/27/81
- ----------------------------------------------------------------------------------------------------------------------
COPPS & Design (I.C., the penguin)        1,610,215                  08/14/90
- ----------------------------------------------------------------------------------------------------------------------
COPPS & Design (Coco, the monkey)         1,610,216                  08/14/90
- ----------------------------------------------------------------------------------------------------------------------
COPPS & Design (The Inspector)            1,610,851                  08/21/90
- ----------------------------------------------------------------------------------------------------------------------
COPPS & Design (Scratch, the cat)         1,610,852                  08/21/90
- ----------------------------------------------------------------------------------------------------------------------
COPPS & Design (Bagaroo, the kangaroo)    1,610,853                  08/21/90
- ----------------------------------------------------------------------------------------------------------------------
COPPS & Design (Chops, the dog)           1,610,854                  08/21/90
- ----------------------------------------------------------------------------------------------------------------------
COPPS & Design (Wink, the rabbit)         1,610,855                  08/21/90
- ----------------------------------------------------------------------------------------------------------------------
COPPS KEY SAVING CLUB                     2,213,971                  12/29/98
- ----------------------------------------------------------------------------------------------------------------------
FAMILY FAVORITE/7/                        1,212,617                  10/12/82
- ----------------------------------------------------------------------------------------------------------------------
Miscellaneous Design (Mor for Less logo)  1,755,950                  03/02/93
- ----------------------------------------------------------------------------------------------------------------------
MOR FOR LESS                              1,805,581                  11/16/93
- ----------------------------------------------------------------------------------------------------------------------
MORE THAN A NAME...A PROMISE/8/           1,399,928                  07/01/86
- ----------------------------------------------------------------------------------------------------------------------


                                       15






- ----------------------------------------------------------------------------------------------------------------------
                                                                                            NEXT ACTION
MARK                                      REG. NO.                   REG. DATE                  DUE
- ----------------------------------------------------------------------------------------------------------------------
                                                                                     
MR. MONEYSWORTH/9/                        1,299,151                  10/02/84
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME/10/                                806,997                  04/12/66
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME/11/                                942,886                  09/12/72
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME/12/                              1,277,236                  05/08/84
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME/13/                              1,281,019                  06/05/84
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME/14/                              1,327,815                  04/02/85
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME/15/                              1,416,822                  11/11/86
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME/16/                              1,612,551                  09/11/90
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME/17/                              1,748,744                  01/26/93
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME/18/                              1,958,170                  02/27/96
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME PANTRY/19/                       1,297,237                  09/18/84
- ----------------------------------------------------------------------------------------------------------------------
PICK `N SAVE/20/                          1,303,015                  10/30/84
- ----------------------------------------------------------------------------------------------------------------------


                                       16






- ----------------------------------------------------------------------------------------------------------------------
                                                                                            NEXT ACTION
MARK                                      REG. NO.                   REG. DATE                  DUE
- ----------------------------------------------------------------------------------------------------------------------
                                                                                     
PICK `N SAVE/21/                          1,388,449                  04/01/86
- ----------------------------------------------------------------------------------------------------------------------
PICK `N SAVE/22/                          1,443,606                  06/16/87
- ----------------------------------------------------------------------------------------------------------------------
PICK `N SAVE'S/23/                        1,391,748                  04/29/86
- ----------------------------------------------------------------------------------------------------------------------
PRICE LESS FOODS/24/                      1,857,394                  10/04/94
- ----------------------------------------------------------------------------------------------------------------------
QUEEN OF SCOT/25/                           783,307                  01/12/65
- ----------------------------------------------------------------------------------------------------------------------
ROUNDY'S                                    937,195                  07/04/72
- ----------------------------------------------------------------------------------------------------------------------
ROUNDY'S                                  1,187,206                  01/19/82
- ----------------------------------------------------------------------------------------------------------------------
ROUNDY'S                                  1,254,205                  10/18/83
- ----------------------------------------------------------------------------------------------------------------------
ROUNDY'S                                  1,388,749                  04/08/86
- ----------------------------------------------------------------------------------------------------------------------
ROUNDY'S                                  1,412,925                  10/14/86
- ----------------------------------------------------------------------------------------------------------------------
ROUNDY'S                                  1,626,534                  12/11/90
- ----------------------------------------------------------------------------------------------------------------------
ROUNDY'S                                  1,703,187                  07/28/92
- ----------------------------------------------------------------------------------------------------------------------
ROUNDY'S                                  1,943,818                  12/26/95
- ----------------------------------------------------------------------------------------------------------------------
ROUNDY'S                                  1,966,793                  04/09/96
- ----------------------------------------------------------------------------------------------------------------------
ROUNDY'S BETTER                           1,190,985                  02/23/82
- ----------------------------------------------------------------------------------------------------------------------


                                       17






- ----------------------------------------------------------------------------------------------------------------------
                                                                                            NEXT ACTION
MARK                                      REG. NO.                   REG. DATE                  DUE
- ----------------------------------------------------------------------------------------------------------------------
                                                                                     
FOODS/26/
- ----------------------------------------------------------------------------------------------------------------------
ROUNDY'S BETTER FOODS & Design/27/        1,187,205                  01/19/82
- ----------------------------------------------------------------------------------------------------------------------
SCOT FARMS/28/                              842,959                  01/23/68
- ----------------------------------------------------------------------------------------------------------------------
SCOT FARMS/29/                            1,204,950                  08/10/82
- ----------------------------------------------------------------------------------------------------------------------
SCOT FARMS & Design/30/                   1,204,949                  08/10/82
- ----------------------------------------------------------------------------------------------------------------------
SCOT FARMS A SCOT FARMS QUALITY STORE &   1,204,951                  08/10/82
Design/31/
- ----------------------------------------------------------------------------------------------------------------------
SCOT LAD/32/                                947,324                  11/14/72
- ----------------------------------------------------------------------------------------------------------------------
SCOT LAD/33/                              1,330,408                  04/16/85
- ----------------------------------------------------------------------------------------------------------------------
SCOT LAD/34/                              1,473,393                  01/19/88
- ----------------------------------------------------------------------------------------------------------------------
SINGLE SELECT SERVING SIZED FOR 1 &       1,968,152                  04/16/96
Design/35/
- ----------------------------------------------------------------------------------------------------------------------
SMP ADVERTISING                           1,736,975                  12/01/92
- ----------------------------------------------------------------------------------------------------------------------
SPRING LAKE/36/                           1,197,613                  06/15/82
- ----------------------------------------------------------------------------------------------------------------------


                                       18






- ----------------------------------------------------------------------------------------------------------------------
                                                                                            NEXT ACTION
MARK                                      REG. NO.                   REG. DATE                  DUE
- ----------------------------------------------------------------------------------------------------------------------
                                                                                     
SPRING LAKE/37/                           1,485,845                  04/26/88
- ----------------------------------------------------------------------------------------------------------------------
SPRING LAKE/38/                           1,491,922                  06/14/88
- ----------------------------------------------------------------------------------------------------------------------
SUNNY VALLEY                              1,751,433                  02/09/93
- ----------------------------------------------------------------------------------------------------------------------
SUNNY VALLEY                              2,087,453                  08/12/97
- ----------------------------------------------------------------------------------------------------------------------
T-MART/39/                                1,257,967                  11/15/83
- ----------------------------------------------------------------------------------------------------------------------
TOGETHER, WE SHARE.  TOGETHER WE CARE.    1,685,683                  05/05/92
& Design/40/
- ----------------------------------------------------------------------------------------------------------------------
VIKING FOODS (Stylized)/41/               1,215,344                  11/02/82
- ----------------------------------------------------------------------------------------------------------------------
VILLAGE MARKET/42/                        2,152,805                  04/21/98
- ----------------------------------------------------------------------------------------------------------------------
WHEN IT COMES TO PRICE, NOW WE'RE         2,097,345                  09/16/97
TALKING EVEN LOWER!/43/
- ----------------------------------------------------------------------------------------------------------------------
WHEN IT COMES TO PRICE, WE'RE STILL       2,113,777                  11/18/97
TALKING LOW!/44/
- ----------------------------------------------------------------------------------------------------------------------


                                       19




STATE TRADEMARK REGISTRATIONS/45/


- ----------------------------------------------------------------------------------------------------------------------
                                                                                                     NEXT
MARK                                STATE             REG. NO.             REG. DATE              ACTION DUE
- ----------------------------------------------------------------------------------------------------------------------
                                                                                     
ATRIUM COURT/46/                    Wisconsin         N/A                  02/24/88
- ----------------------------------------------------------------------------------------------------------------------
BUTCHER BLOCK                       Wisconsin         N/A                  01/11/77
                                                                           12/11/96
                                                                           (renewal date)
- ----------------------------------------------------------------------------------------------------------------------
COPPS FOODS R LESS/47/              Wisconsin         N/A                  04/20/83
- ----------------------------------------------------------------------------------------------------------------------
FABRICA DE TORTILLA & Design/48/    Wisconsin         N/A                  12/08/93
- ----------------------------------------------------------------------------------------------------------------------
FOODMART/49/                        Wisconsin         N/A                  11/14/84
- ----------------------------------------------------------------------------------------------------------------------
LEAN `N TENDER/50/                  Wisconsin         N/A                  09/15/82
- ----------------------------------------------------------------------------------------------------------------------
LOVIN' OVEN/51/                     Wisconsin         N/A                  02/24/88
- ----------------------------------------------------------------------------------------------------------------------
MEGA MALL/52/                       Wisconsin         N/A                  12/04/96
- ----------------------------------------------------------------------------------------------------------------------
Miscellaneous Design (Rose)         Wisconsin         N/A                  03/29/89
- ----------------------------------------------------------------------------------------------------------------------
Miscellaneous Design (Mr. Roundy    Wisconsin         13,278               11/12/64
logo)/53/
- ----------------------------------------------------------------------------------------------------------------------
MUFFIN MAGIC                        Wisconsin         N/A                  03/16/88
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME                            Wisconsin         16,627               01/18/89
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME                            Wisconsin         13,181               09/10/64
- ----------------------------------------------------------------------------------------------------------------------


                                       20





- ----------------------------------------------------------------------------------------------------------------------
                                                                                                     NEXT
MARK                                STATE             REG. NO.             REG. DATE              ACTION DUE
- ----------------------------------------------------------------------------------------------------------------------
                                                                                     
PASTRY KITCHEN                      Wisconsin         N/A                  07/19/89
- ----------------------------------------------------------------------------------------------------------------------
PETALS AND PLANTS                   Wisconsin         N/A                  02/24/88
- ----------------------------------------------------------------------------------------------------------------------
PICK `N SAVE                        Michigan          M83-025              09/09/81
- ----------------------------------------------------------------------------------------------------------------------
PICK `N SAVE                        Wisconsin         21,998               04/05/75
- ----------------------------------------------------------------------------------------------------------------------
RON AND LLOYD'S/54/                 Wisconsin         N/A                  07/23/86
- ----------------------------------------------------------------------------------------------------------------------
ROSE PETALS                         Wisconsin         N/A                  03/29/89
- ----------------------------------------------------------------------------------------------------------------------
ROUNDY'S                            Wisconsin         11,877               10/31/41
                                                                           04/18/01
                                                                           (renewal date)
- ----------------------------------------------------------------------------------------------------------------------
SHOP RITE                           Wisconsin         15,936               01/13/88
- ----------------------------------------------------------------------------------------------------------------------
SMOKE HAUS MEATS                    Wisconsin         N/A                  02/24/88
- ----------------------------------------------------------------------------------------------------------------------
TENDERAGED/55/                      Wisconsin         12,353               02/22/63
                                                                           02/23/83
                                                                           (renewal date)
- ----------------------------------------------------------------------------------------------------------------------
THE FRESH GUYS RON & LLOYD'S &      Wisconsin         N/A                  07/23/86
Design/56/
- ----------------------------------------------------------------------------------------------------------------------
UNITED FOODS U.F./57/               Wisconsin         N/A                  11/17/82
- ----------------------------------------------------------------------------------------------------------------------


MATERIAL COMMON LAW TRADEMARKS (unless indicated otherwise)

CARDINAL FOODS
COMMEND/58/

                                       21



COPPS FOOD CENTER
FRESH CUTS
GARDEN FRESH
GREAT PLAINS
IGA and/or IGA & Design/59/
MAIN STREET DELI
MEGA FOOD CENTER
OLD TIME/60/
ORCHARD FOODS
PARK & SAVE
PARK & SHOP
REAL & Design/61/
ROUNDY'S
SHOP-RITE
SMART SHOPPER
SUPER SOFT
ULTRA FOOD CENTER
WE CARE/62/
WE CARE ABOUT YOU/63/

ROUNDY'S TRADEMARK LICENSES



- ----------------------------------------------------------------------------------------------------------------------
          TRADEMARK                       PARTIES                        AGREEMENT                      DATE
                                                                                       
- ----------------------------------------------------------------------------------------------------------------------
OLD TIME                        Roundy's, Inc. and Olde      Settlement and License Agreement   01/01/93
                                Tyme Foods, Inc.
- ----------------------------------------------------------------------------------------------------------------------
PICK `N SAVE                    Roundy's, Inc. and Scot      Intercompany License               10/24/86
                                Lad Foods, Inc.
- ----------------------------------------------------------------------------------------------------------------------
PICK `N SAVE                    Roundy's, Inc. and           Assignment and License Agreement   April 26, 1983
                                Wetterau Incorporated
- ----------------------------------------------------------------------------------------------------------------------


                                       22



TRADEMARK LICENSES RELATING TO PRIVATE LABEL BRANDS

Each of the following parties is subject to either an oral or written license
relating to certain Intangible Rights:

AJM
Bunzl
Duro
Gaylord
Hometown / S & G
Inteplast
Orange Plastics
Sonoco
Trinity Packaging
Vanguard (-0-)
Triangle Wholesale Co. Inc. (written license for use of the ROUNDY'S mark on
alcoholic beverages)

Any other licenses involving the above entities have been granted on a
nonexclusive basis solely for the purpose of creating items, such as labels and
bags bearing certain Intangible Rights, for use by the Company and/or its
Subsidiaries.

TRADEMARK LICENSES EMBODIED IN CUSTOMER AND LICENSE SUPPLY AGREEMENTS

Each of the parties on the attached Customer and License Supply Agreements list
(located at Exhibit A), which is incorporated herein by reference, is subject to
a written Customer and License Supply Agreement relating to either the
ADVANTAGE, ADVANTAGE PLUS and PICK `N SAVE marks, the MOR FOR LESS mark or the
VILLAGE MARKET mark.

TRADEMARK LICENSES CONTAINED IN FREQUENT SHOPPER PROGRAM AGREEMENTS

Each of the parties on the attached Frequent Shopper Program list (located at
Exhibit B), which is incorporated herein by reference, is subject to a written
license, in connection with a frequent shopper program relating to either the
ADVANTAGE and/or ADVANTAGE PLUS mark(s) or the ROUNDY'S mark.

In addition, each of the following stores listed herein is subject to either an
oral or written license relating to the ADVANTAGE and/or ADVANTAGE PLUS mark(s)
in connection with a frequent shopper program.

Ric's  (4 stores)
Sparta Mad Pricer
Priced Rights Foods
Herrin Mad Pricer

                                       23



Salem Mad Pricer
Belleville Mad Pricer
WF Mad Pricer
Harrisburg Mad Pricer
Marshall Red & White
Bellettini Wilmington
Bellettini Seneca
Martins #2
Martins #6
Martins Niles
Martins #16
Martins #7
Martins #10
Martins #1
Martins Plymouth
Martins #15
Martins #11
Martins #14
Martins #12
Martins #17
Martins #4
Martins #20
Martins St. Joe
Martins #8
Martins Logansport
Wilco Cedar Lake
Wilco Rensselear
New Philadelphia
Burbank Road Super
Medina Super
Delaware Super
Orrville Super
Coshocton Super
Wadsworth Super
Wooster Super
Ashland Supermarket
River Styx
Parkside Super
Wellington Village Market
Elyria Apple
Norwalk Apple
Cutshaws Market
Pataskala Village Market
Van Wert Pick `N Save
Ironton Pick `N Save
Flicks Foods-Burlington


                                       24



Flicks Foods-Hebron
Hiller's Stores-Berkley Supermarket
Hiller's Stores-Northville Super
Hiller's Stores-Orchard Lake Market
Hiller's Stores-Haggerty Super
Hiller's Stores-Hiller Supermarket
Hiller's Stores-Arborland

TRADEMARK SETTLEMENT AND CONCURRENT USE AGREEMENTS



- ----------------------------------------------------------------------------------------
          TRADEMARK                       PARTIES                     AGREEMENT
                                                       
- ----------------------------------------------------------------------------------------
ADVANTAGE                       Roundy's, Inc. and Bergen    Settlement Agreement
                                Brunswig Corporation
- ----------------------------------------------------------------------------------------
ADVANTAGE                       Roundy's, Inc. and C. & T.   Trademark Consent Agreement
                                Refinery, Inc.
- ----------------------------------------------------------------------------------------
ADVANTAGE, ADVANTAGE PLUS and   Roundy's, Inc. and           Settlement Agreement
ADVANTAGE REWARDS               Gerland's Food Fair, Inc.
- ----------------------------------------------------------------------------------------
ADVANTAGE                       Roundy's, Inc. and           Settlement Agreement
                                Performance Group Co.,
                                d/b/a Fresh Advantage
- ----------------------------------------------------------------------------------------
ADVANTAGE, ADVANTAGE PLUS and   Roundy's, Inc. and           Settlement Agreement
ADVANTAGE REWARDS               Ashcraft's Market, Inc.
- ----------------------------------------------------------------------------------------
ADVANTAGE, ADVANTAGE PLUS and   Roundy's, Inc. and Giant     Settlement Agreement
ADVANTAGE REWARDS               Eagle, Inc.
- ----------------------------------------------------------------------------------------
BUYER'S CHOICE                  Roundy's, Inc. and VMG       Letter Agreement
                                Enterprises, Inc.
- ----------------------------------------------------------------------------------------
BUYER'S CHOICE                  Roundy's, Inc. and David     Settlement Agreement
                                Michael & Co., Inc.
- ----------------------------------------------------------------------------------------
BUYER'S CHOICE                  Roundy's, Inc. and           Agreement in
- ----------------------------------------------------------------------------------------


                                       25





- --------------------------------------------------------------------------------------
          TRADEMARK                       PARTIES                     AGREEMENT
                                                       
- --------------------------------------------------------------------------------------
                                National Center of           Settlement of
                                Nutrition, Inc.              Opposition No. 86,788
- --------------------------------------------------------------------------------------
BUYER'S CHOICE                  Roundy's, Inc. and Nestle    Standstill Agreement
                                Beverage Company and
                                Societe des Produits
                                Nestle, S.A.
- --------------------------------------------------------------------------------------
FAMILY FAVORITE                 Roundy's, Inc, Scot Lad      Letter Agreement
                                Foods, Inc. and Nabisco,
                                Inc.
- --------------------------------------------------------------------------------------
LEAN `N TENDER                  Roundy's, Inc. and Peck      Trademark Agreement
                                Meat Packing Corporation
- --------------------------------------------------------------------------------------
OLD TIME                        Roundy's, Inc. and Geo. A.   Agreement
                                Hormel & Co.
- --------------------------------------------------------------------------------------
OLD TIME                        Roundy's, Inc. and Old       Settlement Agreement
                                Tyme Soft Drinks, Inc.
                                (Chatham Imports, Inc., as
                                successor-in-interest)
- --------------------------------------------------------------------------------------
OLD TIME                        Roundy's, Inc. and Detroit   Settlement Agreement
                                Popcorn Company, Inc.
- --------------------------------------------------------------------------------------
PICK `N SAVE                    Roundy's, Inc. and           Concurrent Use Settlement
                                National Merchandise         Agreement
                                Company, Inc.
- --------------------------------------------------------------------------------------
VILLAGE MARKET                  Roundy's, Inc. and Moore     Consent to Use Agreement
                                Brothers Market, LLC
- --------------------------------------------------------------------------------------
WE CARE and WE                  Roundy's, Inc. and           Service Mark Usage
- --------------------------------------------------------------------------------------


                                       26





- ----------------------------------------------------------------------------------------------------------------------
          TRADEMARK                       PARTIES                     AGREEMENT               DATE
                                                                                 
- ----------------------------------------------------------------------------------------------------------------------
CARE ABOUT YOU                  Giant Food Inc.              Agreement
- ----------------------------------------------------------------------------------------------------------------------



PATENT REGISTRATIONS

None.

PATENT LICENSES

None.


COPYRIGHT REGISTRATIONS

All of the copyright registrations listed below are owned by the Company or one
of its Subsidiaries.




- ----------------------------------------------------------------------------------------------------------------------------
TITLE OF WORK                                                                   REG. NO.                  REG. DATE
                                                                                                    
- ----------------------------------------------------------------------------------------------------------------------------
Eight Security Programs to Improve Profitable Retail Operations:  The New       TX-746-046                08/01/81
Scot Lad Foods Dimension
- ----------------------------------------------------------------------------------------------------------------------------
An Ounce of Prevention is Worth a Pound of Cure:  How to Recognize a            TX-746-047                08/01/81
Potential Shoplifter and Prevent Shoplifting
- ----------------------------------------------------------------------------------------------------------------------------
Confidential Loss Prevention Survey                                             TX-746-048                08/01/81
- ----------------------------------------------------------------------------------------------------------------------------
Instruction Manual for the Copps General Merchandise Store Management           TXu-135-992               09/06/83
Simulation Program
- ----------------------------------------------------------------------------------------------------------------------------
Game Documentation for the Copps General Merchandise Store Management           TXu-135-993               09/06/83
Simulation Program
- ----------------------------------------------------------------------------------------------------------------------------


COPYRIGHT LICENSES

None.

                                       27



COMPUTER SOFTWARE

Roundy's uses its Corporate Retail Pricing System Mainframe Software, which is
owned by Roundy's or one of its subsidiaries.


                                       28




                             Exhibit A to Schedule 6
                             -----------------------


- -------------------------------------------------------------------------------------------------
 Division     Cust.  Customer's Exact Legal
              #              Name                        Title of Agreement     Date of Agreement
- -------------------------------------------------------------------------------------------------
                                                                    
Milwaukee     1185   Bonson's Foods, Inc.                PNS Cust. & Lic.            05-01-00
- -------------------------------------------------------------------------------------------------
              1186   Bonson's of Waupaca, LLC            PNS Cust. & Lic.            04-28-98
- -------------------------------------------------------------------------------------------------
              1325   Riverside Enterprises               PNS Cust. & Lic.            11-15-89
- -------------------------------------------------------------------------------------------------
              1496   D. Burnstad's, Inc.                 PNS Cust. & Lic.            12-19-89
- -------------------------------------------------------------------------------------------------
              1543   Burnstad Bros., Inc.                PNS Cust. & Lic.            05-01-99
- -------------------------------------------------------------------------------------------------
              1546   Burnstad Bros., Inc.                PNS Cust. & Lic.            05-01-99
- -------------------------------------------------------------------------------------------------
              1547   Burnstad Bros., Inc.                PNS Cust. & Lic.            05-01-99
- -------------------------------------------------------------------------------------------------
              1635   Cedar Creek Foods, Inc.             PNS Cust. & Lic.            11-30-99
- -------------------------------------------------------------------------------------------------
              1640   Cedar Creek Foods, Inc.             PNS Cust. & Lic.             5-29-02
                                                         Agmt.
- -------------------------------------------------------------------------------------------------
              2750   Gary Gundlach - Stoughton           PNS Cust. & Lic.            12/27/88
- -------------------------------------------------------------------------------------------------
              2751   Gary Gundlach - Sun Prairie         PNS Cust. & Lic.            08-01-91
- -------------------------------------------------------------------------------------------------
              2752   Gary Gundlach - Columbus            PNS Cust. & Lic.            04-05-93
- -------------------------------------------------------------------------------------------------
              2753   Gary Gundlach - DeForest            PNS Cust. & Lic.            12-07-94
- -------------------------------------------------------------------------------------------------
              2754   Gary Gundlach - McFarland           PNS Cust. & Lic.            (Pending)
- -------------------------------------------------------------------------------------------------
              2756   Gary Gundlach - Fort Atkinson       PNS Cust. & Lic.            (Pending)
- -------------------------------------------------------------------------------------------------
              3706   Consumers Cooperative               PNS Cust. & Lic.            10-25-01
                     Association of Eau Claire
- -------------------------------------------------------------------------------------------------
              3707   Consumers Cooperative               PNS Cust. & Lic.            10-25-01
                     Association of Eau Claire
- -------------------------------------------------------------------------------------------------
              3708   Consumers Cooperative               PNS Cust. & Lic.            10-25-01
                     Association of Eau Claire
- -------------------------------------------------------------------------------------------------
              2755   Maple Grove Supermarkets, LLC       PNS Cust. & Lic.            10-27-99
- -------------------------------------------------------------------------------------------------
              5087   Johanneson's of Wisc. Inc. -        PNS Cust. & Lic.            06-07-91
                     Kimberly
- -------------------------------------------------------------------------------------------------
              5088   Johanneson's of Wisc. Inc. -        PNS Cust. & Lic.            04-15-98
                     Appleton
- -------------------------------------------------------------------------------------------------
              5191   West Side PNS                       PNS Cust. & Lic.            12-18-90
- -------------------------------------------------------------------------------------------------
              5192   McAdams, Inc.                       PNS Cust. & Lic.            03-04-98
- -------------------------------------------------------------------------------------------------
              5196   McAdams, Inc.                       PNS Cust. & Lic.            01-01-98
- -------------------------------------------------------------------------------------------------
              5201   McAdams, Inc.                       PNS Cust. & Lic.            01-01-98
- -------------------------------------------------------------------------------------------------
              5202   McAdams, Inc.                       PNS Cust. & Lic.            01-01-98
- -------------------------------------------------------------------------------------------------
              5203   McAdams, Inc.                       PNS Cust. & Lic.            01-01-98
- -------------------------------------------------------------------------------------------------







- -------------------------------------------------------------------------------------------------
 Division     Cust.  Customer's Exact Legal
              #              Name                           Title of Agreement  Date of Agreement
- -------------------------------------------------------------------------------------------------
                                                                    
              5204   McAdams, Inc.                          PNS Cust. & Lic.         01-01-98
- -------------------------------------------------------------------------------------------------
              5205   McAdams, Inc.                          PNS Cust. & Lic.         01-01-98
- -------------------------------------------------------------------------------------------------
              5207   Lake Geneva Foods, Inc.                PNS Cust. & Lic.         10-01-01
- -------------------------------------------------------------------------------------------------
              5209   Lake Geneva Foods, Inc.                PNS Cust. & Lic.         06-03-91
- -------------------------------------------------------------------------------------------------
              5228   B & H Gold's Corp - Brown Deer         PNS Cust. & Lic.         06-08-90
- -------------------------------------------------------------------------------------------------
              5229   Gold's, Inc. - East Pointe             PNS Cust. & Lic.         10-08-93
- -------------------------------------------------------------------------------------------------
              5230   Gold's, Market, Inc. - Grafton         PNS Cust. & Lic.         06-30-92
- -------------------------------------------------------------------------------------------------
              5231   Gold's of Mequon, LLC                  PNS Cust. & Lic.         12-04-97
- -------------------------------------------------------------------------------------------------
              5236   Schuler's Beaver Dam, Inc.             PNS Cust. & Lic.         01-09-87
- -------------------------------------------------------------------------------------------------
              5248   Pierce Super Markets                   PNS Cust. & Lic.         12-19-88
- -------------------------------------------------------------------------------------------------
              5271   D & F Foods - Franklin, Inc.           PNS Cust. & Lic.         06-04-98
- -------------------------------------------------------------------------------------------------
              5274   D & F Foods - Cudahy, Inc.             PNS Cust. & Lic.         11-03-91
- -------------------------------------------------------------------------------------------------
              5372   Prescott's Supermarkets - Pioneer      PNS Cust. & Lic.         06-21-96
- -------------------------------------------------------------------------------------------------
              5373   Prescott's Supermarkets - W. Scott     PNS Cust. & Lic.         06-07-89
- -------------------------------------------------------------------------------------------------
              5374   Prescott's Supermarkets - Johnson      PNS Cust. & Lic.         06-07-89
- -------------------------------------------------------------------------------------------------
              5375   Prescott's Supermarkets - Oshkosh      PNS Cust. & Lic.         05-20-92
- -------------------------------------------------------------------------------------------------
              5376   Prescott's Supermarkets - W. Bend N.   PNS Cust. & Lic.         10-30-84
- -------------------------------------------------------------------------------------------------
              5377   Prescott's Supermarkets - W. Bend S.   PNS Cust. & Lic.         10-09-95
- -------------------------------------------------------------------------------------------------
              5378   Prescott's Supermarkets - Oshkosh/S    PNS Cust. & Lic.         10-25-01
- -------------------------------------------------------------------------------------------------
              6420   Spiegelhoff's Super Food Market, Inc.  PNS Cust. & Lic.         01-24-86
- -------------------------------------------------------------------------------------------------
              6422   Speigelhoff Super Food Market, Inc.    PNS Cust. & Lic.         06-20-91
- -------------------------------------------------------------------------------------------------
              6424   Spiegelhoff Super Food Market, Inc.    PNS Cust. & Lic.         07-21-91
- -------------------------------------------------------------------------------------------------
              6426   Spiegelhoff's Super Food Market, Inc.  PNS Cust. & Lic.         09-30-96
- -------------------------------------------------------------------------------------------------
              6428   Spiegelhoff's Super Food Market, Inc.  PNS Cust. & Lic.         03-31-00
- -------------------------------------------------------------------------------------------------
              6643   Performance Foods of Shawano           PNS Cust. & Lic.         05-05-90
- -------------------------------------------------------------------------------------------------
              7176   Webster's United Foods                 PNS Cust. & Lic.         06-21-89
- -------------------------------------------------------------------------------------------------


                                       30






- -------------------------------------------------------------------------------------------------
 Division     Cust.  Customer's Exact Legal
              #              Name                        Title of Agreement     Date of Agreement
- -------------------------------------------------------------------------------------------------
                                                                    
                                                         Agmt.
- -------------------------------------------------------------------------------------------------
Midland        988   Wilco Foods of Rensselear, Inc.     PNS License Agmt.           05-09-92
- -------------------------------------------------------------------------------------------------
Michigan       279   MDK Corp./Village Market            Village Market License      03-01-98
                                                         and Supply Agreement
- -------------------------------------------------------------------------------------------------
Lima          2115   Riesbeck Food Markets,              PNS License Agmt.           12-01-00
                     Inc. - Zanesville (Maysville Pike)
- -------------------------------------------------------------------------------------------------
              2264   Pumpkin Creek, Inc.                 MFL License/Supply          07-12-01
                                                         Agreement
- -------------------------------------------------------------------------------------------------
              2392   Young's Food Stores, Inc.           Limited License &           02-24-99
                                                         Supply Agmt (covers
                                                         8726, 2392)
- -------------------------------------------------------------------------------------------------
              2975   Riesbeck Food Markets, Inc. -       PNS License Agmt.           10-01-94
                     Zanesville (Howard St.)
- -------------------------------------------------------------------------------------------------
              5421   Barry A. McGinnis dba Mor           MFL License/Supply          05-14-98
                     For Less                            Agreement
- -------------------------------------------------------------------------------------------------
              5422   Hamilton Foods, Inc.                MFL License/Supply          08-24-99
                                                         Agreement
- -------------------------------------------------------------------------------------------------
              5431   A.G. Man, LLC d/b/a Mor             MFL License/Supply          12-31-99
                     For Less                            Agreement
- -------------------------------------------------------------------------------------------------
              5432   J & N Pace, Inc. d/b/a Cumberland   MFL License/Supply          01-03-00
                     Mor For Less                        Agreement
- -------------------------------------------------------------------------------------------------
              5434   R & J Food Service, Inc. dba Mor    MFL License/Supply          03-06-00
                     For Less                            Agreement
- -------------------------------------------------------------------------------------------------
              5437   S & D, Inc.                         MFL License/Supply          04-19-00
                                                         Agreement
- -------------------------------------------------------------------------------------------------
              5447   J & N Pace, Inc.                    MFL License/Supply          12-01-96
                                                         Agreement
- -------------------------------------------------------------------------------------------------
              5461   Maurice Dayton, Inc.                MFL License/Supply          03-19-01
                                                         Agreement
- -------------------------------------------------------------------------------------------------
              5462   Webster Foods, LLC                  MFL License/Supply          07-13-01
                                                         Agreement
- -------------------------------------------------------------------------------------------------
Eldorado      4403   Lunt's Inc. - Rochester             License & Supply Agmt       05-08-00
- -------------------------------------------------------------------------------------------------
              4405   Lunt's Inc. - Athens                License & Supply Agmt       05-08-00
- -------------------------------------------------------------------------------------------------
              4407   Lunt's Inc. - Williamsville         License & Supply            05-08-00
- -------------------------------------------------------------------------------------------------


                                       31






- -------------------------------------------------------------------------------------------------
 Division     Cust.  Customer's Exact Legal
              #              Name                        Title of Agreement     Date of Agreement
- -------------------------------------------------------------------------------------------------
                                                                    
                                                         Agmt
- -------------------------------------------------------------------------------------------------
              4409   Lunt's Inc. - Kincaid               License & Supply Agmt       05-08-00
- -------------------------------------------------------------------------------------------------
              4612   Wilson's Supermarket of             Mor For Less License       01-14-2000
                     Jackson, LLC                        & Supply Agreement
- -------------------------------------------------------------------------------------------------
              5749   Watkins Corporation                 Village Market License      12-02-99
                                                         & Supply Agmt
- -------------------------------------------------------------------------------------------------
              5753   Haven Corporation - Darmstadt       Village Market License      12-02-99
                                                         & Supply Agmt
- -------------------------------------------------------------------------------------------------
              8151   Save-A-Lot of Princeton, Inc.       Mor For Less License        12-06-95
                     dba Princeton Mor For Less          & Supply Agreement
- -------------------------------------------------------------------------------------------------
              8153   Save-A-Lot of Princeton, Inc.       Mor For Less License        12-06-95
                     dba Cadiz Mor For Less              & Supply Agreement
- -------------------------------------------------------------------------------------------------
              8155   Save-A-Lot of Princeton, Inc.       Mor For Less License        12-06-95
                     dba South Plaza Mor For Less        & Supply Agreement
- -------------------------------------------------------------------------------------------------
              8520   M & S Grocers, Inc.                 Mor For Less License        06-22-92
                                                         & Supply Agreement
- -------------------------------------------------------------------------------------------------
              8531   Sav-A-Lot Food Store, Inc.          Mor For Less License        12-27-99
                                                         & Supply Agreement
- -------------------------------------------------------------------------------------------------


                                       32



                             Exhibit B to Schedule 6

Advantage Plus Savers Club Participating Store
Roundy's Milwaukee Division




- ------------------------------------------------------------------------------------------------------------------------
Store #            Store Name        Street Address                    City, State and Zip             Owner
                                                                                  
- ------------------------------------------------------------------------------------------------------------------------
1496          Pick `n Save Mauston   750 Union Street                  Mauston, WI            Burnstad, Donald
                                                                       53948
- ------------------------------------------------------------------------------------------------------------------------
1543          Pick `n Save Black     P.O. Box 339/Hwy. A               Black River Falls,     Burnstad, Vic
              Black River Falls                                        WI 54615
- ------------------------------------------------------------------------------------------------------------------------
1546          Pick `n Save Tomah     701 E. Clifton Street             Tomah, WI 54660        Burnstad, Vic
- ------------------------------------------------------------------------------------------------------------------------
1547          Pick `n Save           #195 Richland Square, Hwy 14E     Richland Center, WI    Burnstad, Vic
              Richland Ctr.                                            53581
- ------------------------------------------------------------------------------------------------------------------------
1635          Pick `n Save           10101 Market Street               Mosinee, WI            Maloney, Mark;
              Cedar Creek                                              54455                  Creske; Rivers
- ------------------------------------------------------------------------------------------------------------------------
2755          Pick `n Save           6655 McKee Road                   Madison, WI            Gundlach, Gary
              Maple Grove                                              53719
- ------------------------------------------------------------------------------------------------------------------------
2756          Pick `n Save           1505 Madison Avenue               Fort Atkinson, WI      Gundlach, Gary
              Fort Atkinson                                            53538
- ------------------------------------------------------------------------------------------------------------------------
3708          Pick `n Save           303 Prairie View Road             Chippewa Falls, WI     Lambrecht, Rick
              Chippewa Falls                                           54729                  (President)
- ------------------------------------------------------------------------------------------------------------------------
5087          Pick `n Save           850 E. Maes Ave.                  Kimberly, WI 54136     Johanneson, Lance & Dedra
              Kimberly East
- ------------------------------------------------------------------------------------------------------------------------
5205          Pick `n Save Wales     W320 S1807 State Road 83          Wales, WI 53183        McAdams, John
- ------------------------------------------------------------------------------------------------------------------------
5207          Pick `n Save           100 East Geneva Square            Lake Geneva, WI        Stinebrink; Ed, Jerry,
              Lk. Geneva                                               53147                  Mark &
- ------------------------------------------------------------------------------------------------------------------------
5209          Pick `n Save Delavan   207 S. Wright Street              Delavan, WI 53115      Stinebrink
              Delavan                                                                         (see Lake Geneva)
- ------------------------------------------------------------------------------------------------------------------------
5248          Pick `n Save W.        615 Highway 136                   West Baraboo, WI       Pierce; Dave, Angie,
              W. Baraboo                                               53913                  Dennis
- ------------------------------------------------------------------------------------------------------------------------
5274          Pick `n Save           5851 South Packard Ave.           Cudahy, WI 53110       Serio, Frank & Doreen
              Cudahy
- ------------------------------------------------------------------------------------------------------------------------
5378          Pick `n Save           1940 S. Koeller Drive             Oshkosh, WI 54901      Prescott, George
              Oshkosh
- ------------------------------------------------------------------------------------------------------------------------
6420          Pick `n Save           1120 Milwaukee Ave.               Burlington, WI         Spiegelhoff, Dave, Paul
              Burlington                                               53105                  & Tom
- ------------------------------------------------------------------------------------------------------------------------
6424          Pick `n Save           2915 New Pinery Road              Portage, WI 53901      Spiegelhoff, Dave
              Portage No.
- ------------------------------------------------------------------------------------------------------------------------










- ------------------------------------------------------------------------------------------------------------------------
Store #            Store Name        Street Address                    City, State and Zip             Owner
                                                                                  
- ------------------------------------------------------------------------------------------------------------------------
6426          Pick `n Save           515 N. Milwaukee Street           Waterford, WI 53185    Spiegelhoff, Dave
              Waterford
- ------------------------------------------------------------------------------------------------------------------------
6428          Pick `n Save           445 S. Main Street                Walworth, WI 53184     Spiegelhoff, Dave
              Walworth
- ------------------------------------------------------------------------------------------------------------------------
6643          Pick `n Save           190 Woodlawn Drive                Shawano, WI 54166      Jacobson, Jeff & Mike
              Shawano
- ------------------------------------------------------------------------------------------------------------------------
7176          Pick `n Save           1188 W Fond du Lac St/P.O. 367    Ripon, WI 54971        Webster, Rob
              Ripon
- ------------------------------------------------------------------------------------------------------------------------


Roundy's Savers Club Participating Stores
Roundy's Milwaukee Division






- ------------------------------------------------------------------------------------------------------------------------
Store #            Store Name        Street Address                    City, State                     Owner
                                                                                  
- ------------------------------------------------------------------------------------------------------------------------
3650          Jim's Food Center      1019 River Street                 Belleville, W          Olson, Jim
                                                                       535081
- ------------------------------------------------------------------------------------------------------------------------
5240          Pierce Super Market    122 W. Nebraska/P.O. Box 46       Muscoda, WI 53573      Pierce; Dave, Angie,
                                                                                              Dennis
- ------------------------------------------------------------------------------------------------------------------------
5699          Ron & Lloyd's Family   490 Old Hwy. 51                   Mosinee, WI            Niemuth, Doug & Cheryl
              Food Ctr                                                 54455
- ------------------------------------------------------------------------------------------------------------------------


                                       34



                                                                         Annex I
                                                                              to
                                              Guarantee and Collateral Agreement

                  ASSUMPTION AGREEMENT, dated as of ________________, 200_, made
by ______________________________, a ______________ corporation (the "Additional
Grantor"), in favor of Bear Stearns Corporate Lending Inc., as administrative
agent (in such capacity, the "Administrative Agent") for the banks and other
financial institutions (the "Lenders") parties to the Credit Agreement referred
to below. All capitalized terms not defined herein shall have the meaning
ascribed to them in such Credit Agreement.

                              W I T N E S S E T H :

                 WHEREAS, Roundy's Acquisition Corp., a Delaware corporation,
Roundy's, Inc., a Wisconsin corporation (the "Borrower"), the Lenders, the
Administrative Agent and the other Agents have entered into a Credit Agreement,
dated as of June 6, 2002 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement");

                  WHEREAS, in connection with the Credit Agreement, the Borrower
and certain of its Affiliates (other than the Additional Grantor) have entered
into the Guarantee and Collateral Agreement, dated as of June 6, 2002 (as
amended, supplemented or otherwise modified from time to time, the "Guarantee
and Collateral Agreement") in favor of the Administrative Agent for the benefit
of the Agents and the Lenders;

                  WHEREAS, the Credit Agreement requires the Additional Grantor
to become a party to the Guarantee and Collateral Agreement; and

                  WHEREAS, the Additional Grantor has agreed to execute and
deliver this Assumption Agreement in order to become a party to the Guarantee
and Collateral Agreement;

                  NOW, THEREFORE, IT IS AGREED:

                  1. Guarantee and Collateral Agreement. By executing and
delivering this Assumption Agreement, the Additional Grantor, as provided in
Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a party
to the Guarantee and Collateral Agreement as a Grantor thereunder with the same
force and effect as if originally named therein as a Grantor and, without
limiting the generality of the foregoing, hereby expressly assumes all
obligations and liabilities of a Grantor thereunder. The information set forth
in Annex 1-A hereto is hereby added to the information set forth in Schedules
____________* to the Guarantee and Collateral Agreement. The Additional Grantor
hereby represents and warrants that each of the representations and warranties
contained in Section 4 of the Guarantee and Collateral Agreement is true and
correct on and as the date hereof (after giving effect to this Assumption
Agreement) as if made on and as of such date.

________________________________
*   Refer to Each Schedule which needs to be supplemented.



                  2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.

                  IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.

                                                     [ADDITIONAL GRANTOR]



                                                     By:________________________
                                                          Name:
                                                          Title:



                                                                        Annex II
                                                                              to
                                              Guarantee and Collateral Agreement


                           ACKNOWLEDGEMENT AND CONSENT

         The undersigned hereby acknowledges receipt of a copy of the Guarantee
and Collateral Agreement dated as of June 6, 2002 (the "Agreement"), made by the
Grantors parties thereto for the benefit of Bear Stearns Corporate Lending Inc.,
as Administrative Agent. The undersigned agrees for the benefit of the Agents
and the Lenders as follows:

                  1. The undersigned will be bound by the terms of the Agreement
and will comply with such terms insofar as such terms are applicable to the
undersigned.

                  2. The undersigned will notify the Administrative Agent
promptly in writing of the occurrence of any of the events described in Section
5.8(a) of the Agreement.

                  3. The terms of Sections 6.3(a) and 6.7 of the Agreement shall
apply to it, mutatis mutandis, with respect to all actions that may be required
of it pursuant to Section 6.3(a) or 6.7 of the Agreement.

                                      [NAME OF ISSUER]



                                      By __________________________________

                                      Title _______________________________

                                      Address for Notices:

                                      _____________________________________

                                      _____________________________________
                                      Fax:_________________________________



                                                                       EXHIBIT B

                         FORM OF COMPLIANCE CERTIFICATE

               This Compliance Certificate is delivered to you pursuant to
Section 7.2 of the Credit Agreement, dated as of June 6, 2002 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Roundy's Acquisition Corp., a Delaware corporation, Roundy's, Inc., a
Wisconsin corporation (the "Borrower"), the several banks, financial
institutions and other entities from time to time parties thereto (the
"Lenders"), Bear, Stearns & Co. Inc., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), Bear Stearns Corporate Lending Inc., as
administrative agent (in such capacity, the "Administrative Agent"), Canadian
Imperial Bank of Commerce, as syndication agent (in such capacity, the
"Syndication Agent"), and the institutions listed in the Credit Agreement as
documentation agents (in such capacity, the "Documentation Agent"). Terms
defined in the Credit Agreement and not otherwise defined herein are used herein
with the meanings so defined.

               1. I am the duly elected, qualified and acting [Chief Financial
Officer] [Vice President - Finance] of the Borrower and execute this Compliance
Certificate solely in such capacity.

               2. I have reviewed and am familiar with the contents of this
Certificate.

               3. I have reviewed the terms of the Credit Agreement and the Loan
Documents and have made or caused to be made under my supervision, a review in
reasonable detail of the transactions and condition of the Borrower during the
accounting period covered by the financial statements attached hereto as
Attachment 1 (the "Financial Statements"). Such review did not disclose the
existence during or at the end of the accounting period covered by the Financial
Statements, and I have no knowledge of the existence, as of the date of this
Certificate, of any condition or event which constitutes a Default or Event of
Default [, except as set forth below].

               4. Attached hereto as Attachment 2 are the computations showing
compliance with the covenants set forth in Section 8.1 of the Credit Agreement.

               IN WITNESS WHEREOF, I execute this Certificate solely in my
capacity as [Chief Financial Officer] [Vice President - Finance] of the Borrower
this _____ day of ____, 200__.

                                                     ROUNDY'S, INC.



                                                     By:__________________
                                                        Title:



                                                                   Attachment 2
                                                                             to
                                                                      EXHIBIT B

         The information described herein is as of ______, 200_,
and pertains to the period from _________, 20_ to ________________ __, 20__.

                        [Set forth Covenant Calculations]



                                                                       EXHIBIT C

                           FORM OF CLOSING CERTIFICATE

               Pursuant to subsection 6.1(h) of the Credit Agreement dated as of
June 6, 2002 (the "Credit Agreement"; terms defined therein being used herein as
therein defined), among Roundy's Acquisition Corp., a Delaware corporation,
Roundy's, Inc., a Wisconsin corporation (the "Borrower"), the several banks,
financial institutions and other entities from time to time parties thereto (the
"Lenders"), Bear, Stearns & Co. Inc., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), Bear Stearns Corporate Lending Inc., as
administrative agent (in such capacity, the "Administrative Agent"), Canadian
Imperial Bank of Commerce, as syndication agent (in such capacity, the
"Syndication Agent"), and the institutions listed in the Credit Agreement as
documentation agent (in such capacity, the "Documentation Agent"), the
undersigned [INSERT TITLE OF OFFICER] of [INSERT NAME OF COMPANY] (the
"Company") hereby certifies as follows:

1. The representations and warranties of the Company set forth in each of the
Loan Documents to which it is a party or which are contained in any certificate
furnished by or on behalf of the Company pursuant to any of the Loan Documents
to which it is a party are true and correct in all material respects on and as
of the date hereof with the same effect as if made on the date hereof, except
for representations and warranties expressly stated to relate to a specific
earlier date, in which case such representations and warranties were true and
correct in all material respects as of such earlier date.

2.   ___________________ is the duly elected and qualified Corporate Secretary
of the Company and the signature set forth for such officer below is such
officer's true and genuine signature.

3.  No Default or Event of Default has occurred and is continuing as of the date
hereof or after giving effect to the Loans to be made on the date hereof.
[Borrower only]

4.  The conditions precedent set forth in Section 6.1 of the Credit Agreement
were satisfied or waived as of the Closing Date. [Borrower only]

5. The Consolidated EBITDA (calculated in accordance with Regulation S-X and
giving effect to certain other non-recurring adjustments acceptable to the Lead
Agents) for the twelve month period ended March 30, 2002, as determined on a pro
forma basis shall be at least $110,000,000 and the Consolidated Leverage Ratio
(calculated in accordance with Regulation S-X and giving effect to certain other
non-recurring adjustments acceptable to the Lead Agents) as determined from the
Pro Forma Balance Sheet shall not exceed 4.0 to 1.0. [Borrower only]

6. No consent or authorization of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person is required to be
obtained by a Loan Party in connection with the Transaction, the continuing
operations of Holdings, the Borrower and its Subsidiaries and the extensions of
credit pursuant to the Credit Agreement or with the execution, delivery,
performance, validity or enforceability of the Credit Agreement or any of the
Loan



                                                                               2

Documents, except as otherwise provided for pursuant to Section 6.1(e) of the
Credit Agreement. [Borrower only]

               The undersigned Corporate Secretary of the Company certifies as
follows:

1. There are no liquidation or dissolution proceedings pending or to my
knowledge threatened against the Company, nor has any other event occurred
materially adversely affecting or threatening the continued corporate existence
of the Company.

2. The Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the jurisdiction of its organization.

3. Attached hereto as Annex 1 is a true and complete copy of resolutions duly
adopted by the Board of Directors of the Company on _________________; such
resolutions have not in any way been amended, modified, revoked or rescinded,
have been in full force and effect since their adoption to and including the
date hereof and are now in full force and effect [and are the only corporate
proceedings of the Company now in force relating to or affecting the matters
referred to therein.]

4. Attached hereto as Annex 2 is a true and complete copy of the By-Laws of the
Company as in effect on the date hereof.

5. Attached hereto as Annex 3 is a true and complete copy of the Certificate of
Incorporation of the Company as in effect on the date hereof, and such
certificate has not been amended, repealed, modified or restated.

6. The following persons are now duly elected and qualified officers of the
Company holding the offices indicated next to their respective names below, and
the signatures appearing opposite their respective names below are the true and
genuine signatures of such officers, and each of such officers is duly
authorized to execute and deliver on behalf of the Company each of the Loan
Documents to which it is a party and any certificate or other document to be
delivered by the Company pursuant to the Loan Documents to which it is a party:

             Name                         Office                      Signature
             ----                         ------                      ---------


                  IN WITNESS WHEREOF, the undersigned have hereunto set our
names as of the date set forth below.

______________________________________       ___________________________________
Name:                                        Name:
Title:                                       Title:



Date:  _______________, 2002



                                                                      EXHIBIT D

                                FORM OF MORTGAGE



                                                                       EXHIBIT E

                        FORM OF ASSIGNMENT AND ACCEPTANCE

               Reference is made to the Credit Agreement, dated as of June 6,
2002 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Roundy's Acquisition Corp., a Delaware corporation,
Roundy's, Inc., a Wisconsin corporation (the "Borrower"), the several banks,
financial institutions and other entities from time to time parties thereto (the
"Lenders"), Bear, Stearns & Co. Inc., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), Bear Stearns Corporate Lending Inc., as
administrative agent (in such capacity, the "Administrative Agent"), Canadian
Imperial Bank of Commerce, as syndication agent (in such capacity, the
"Syndication Agent"), and the institutions listed in the Credit Agreement as
documentation agent (in such capacity, the "Documentation Agent"). Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

               1. The Assignor identified on Schedule l hereto (the "Assignor")
and the Assignee identified on Schedule l hereto (the "Assignee") agree as
follows:

               2. The Assignor hereby irrevocably sells and assigns to the
Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of
the Effective Date (as defined below), the interest described in Schedule 1
hereto (the "Assigned Interest") in and to the Assignor's rights and obligations
under the Credit Agreement with respect to those credit facilities contained in
the Credit Agreement as are set forth on Schedule 1 hereto (individually, an
"Assigned Facility"; collectively, the "Assigned Facilities"), in a principal
amount for each Assigned Facility as set forth on Schedule 1 hereto.

               3. The Assignor (a) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or with
respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Loan Document or any
other instrument or document furnished pursuant thereto, other than that the
Assignor is the legal owner and beneficial owner of the Assigned Interest and it
has not created any adverse claim upon the interest being assigned by it
hereunder and that such interest is free and clear of any such adverse claim;
(b) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of the Borrower, any of its Subsidiaries or
any other obligor or the performance or observance by the Borrower, any of its
Subsidiaries or any other obligor of any of their respective obligations under
the Credit Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; and (c) attaches any Notes held
by it evidencing the Assigned Facilities and (i) requests that the
Administrative Agent, upon request by the Assignee, exchange the attached Notes
for a new Note or Notes payable to the Assignee and (ii) if the Assignor has
retained any interest in the Assigned Facility, requests that the Administrative
Agent exchange the attached Notes for a new Note or Notes payable to the
Assignor, in each case in amounts which reflect the assignment



                                                                               2

being made hereby (and after giving effect to any other assignments which have
become effective on the Effective Date).

               4. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to subsection 5.1 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (c) agrees
that it will, independently and without reliance upon the Assignor, the Agents
or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement, the other Loan Documents or any
other instrument or document furnished pursuant hereto or thereto; (d) appoints
and authorizes the Agents to take such action as agent on its behalf and to
exercise such powers and discretion under the Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Agents by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations which by the terms of the Credit Agreement are required to
be performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to subsection
5.10 of the Credit Agreement.

               5. The effective date of this Assignment and Acceptance shall be
the Effective Date of Assignment described in Schedule 1 hereto (the "Effective
Date"). Following the execution of this Assignment and Acceptance, it will be
delivered to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to the Credit Agreement, effective as of the
Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).

               6. Upon such acceptance and recording, from and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to the Effective Date
and to the Assignee for amounts which have accrued subsequent to the Effective
Date.

               7. From and after the Effective Date, (a) the Assignee shall be a
party to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Loan Documents and shall be bound by the provisions thereof and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

This Assignment and Acceptance shall be governed by and construed in accordance
with the laws of the State of New York.



                                                                               3

               IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the date first above written by
their respective duly authorized officers on Schedule 1 hereto.



                                   Schedule 1

                          to Assignment and Acceptance



Name of Assignor: _______________________

Name of Assignee: _______________________

Effective Date of Assignment: _________________

                                                                     
              Credit                             Principal                Commitment Percentage Assigned /1/
____________________________                 Amount Assigned
        Facility Assigned
________________                                 $_______                         _____._______%

   ____________________________________                      ____________________________________
                  [Name of Assignee]                                     [Name of Assignor]

  By:  ____________________________                     By:  ____________________________
       Title:                                                Title:



Accepted:                                               [Consented To:]
_______________________________________, as             [Name of Borrower]
Administrative Agent



By:  _________________________________                  By:  __________________________________
     Title:                                                  Title:

                                                        _________________________________, as
                                                        Administrative Agent


                                                        By:
                                                           ====================================
                                                           Title:





- ---------------
/1/ Calculate the Commitment Percentage that is assigned to at lease 15 decimal
    places and show as a percentage of the aggregate commitments of all Lenders.



                                                                     EXHIBIT F-1


                  FORM OF LEGAL OPINION OF ___________________



                                                                     EXHIBIT F-2


                    FORM OF LEGAL OPINION OF ________________



                                                                       EXHIBIT G

                          FORM OF EXEMPTION CERTIFICATE

          Reference is made to the Credit Agreement, dated as of June 6, 2002
(as amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") among Roundy's Acquisition Corp., a Delaware corporation, Roundy's,
Inc., a Wisconsin corporation (the "Borrower"), the several banks, financial
institutions and other entities from time to time parties thereto (the
"Lenders"), Bear, Stearns & Co. Inc., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), Bear Stearns Corporate Lending Inc., as
administrative agent (in such capacity, the "Administrative Agent"), Canadian
Imperial Bank of Commerce, as syndication agent (in such capacity, the
"Syndication Agent"), and the institutions listed in the Credit Agreement as
documentation agent (in such capacity, the "Documentation Agent"). Capitalized
terms used herein that are not defined herein shall have the meanings ascribed
to them in the Credit Agreement. ______________________ (the "Non-U.S. Lender")
is providing this certificate pursuant to subsection 4.10 (d) of the Credit
Agreement. The Non-U.S. Lender hereby represents and warrants that:

     I.   The Non-U.S. Lender is the sole record and beneficial owner of the
          Loans or the obligations evidenced by Note(s) in respect of which it
          is providing this certificate.

     II.  The Non-U.S. Lender is not a "bank" for purposes of Section
          881(c)(3)(A) of the Internal Revenue Code of 1986, as amended (the
          "Code"). In this regard, the Non-U.S. Lender further represents and
          warrants that:

          (a)  the Non-U.S. Lender is not subject to regulatory or other legal
          requirements as a bank in any jurisdiction; and

          (b)  the Non-U.S. Lender has not been treated as a bank for purposes
          of any tax, securities law or other filing or submission made to any
          Governmental Authority, any application made to a rating agency or
          qualification for any exemption from tax, securities law or other
          legal requirements;

          (c)  The Non-U.S. Lender is not a 10-percent shareholder of the
          Borrower within the meaning of Section 881(c)(3)(B) of the Code; and

          (d)  The Non-U.S. Lender is not a controlled foreign corporation
          receiving interest from a related person within the meaning of Section
          881(c)(3)(C) of the Code.



                                                                               3

          IN WITNESS WHEREOF, the undersigned has duly executed this
certificate.

                                               [NAME OF NON-U.S. LENDER]


                                               By:______________________________
                                                  Name:
                                                  Title:


                                               Date: ___________________________



                                                                     EXHIBIT H-1

                                FORM OF TERM NOTE

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT
IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO
BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.

$____________                                                 New York, New York
                                                               ________ __, 2002

          FOR VALUE RECEIVED, the undersigned, Roundy's, Inc., a Wisconsin
corporation (the "Borrower"), hereby unconditionally promises to pay to
_________________ (the "Lender") or its registered assigns at the Payment Office
specified in the Credit Agreement (as hereinafter defined) in lawful money of
the United States and in immediately available funds, the principal amount of
(a) ____________DOLLARS ($____), or, if less, (b) the unpaid principal amount of
the Term Loan of the Lender outstanding under the Credit Agreement. The
principal amount shall be paid in the amounts and on the dates specified in
Section 2.3 of the Credit Agreement. The Borrower further agrees to pay interest
in like money at such office on the unpaid principal amount hereof from time to
time outstanding at the rates and on the dates specified in Section 4.5 of the
Credit Agreement.

          The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date, Type and amount of the Term
Loan and the date and amount of each payment or prepayment of principal with
respect thereto, each conversion of all or a portion thereof to another Type,
each continuation of all or a portion thereof as the same Type and, in the case
of Eurodollar Loans, the length of each Interest Period with respect thereto.
Each such endorsement shall constitute prima facie evidence of the accuracy of
the information endorsed. The failure to make any such endorsement or any error
in any such endorsement shall not affect the obligations of the Borrower in
respect of the Term Loan.

          This Note (a) is one of the Term Notes referred to in the Credit
Agreement dated as of June 6, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Lender, the other banks and financial institutions or entities from time to time
parties thereto, Bear, Stearns & Co. Inc., as sole lead arranger and sole
bookrunner (in such capacity, the "Lead Arranger"), Bear Stearns Corporate
Lending Inc., as administrative agent (in such capacity, the "Administrative
Agent"), Canadian Imperial Bank of Commerce, as syndication agent (in such
capacity, the "Syndication Agent"), and the institutions listed in the Credit
Agreement as documentation agent (in such capacity, the "Documentation Agent"),
(b) is subject to the provisions of the Credit Agreement and (c) is subject to
optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement. This Note is secured and guaranteed as provided in the Loan
Documents.



                                                                               2

Reference is hereby made to the Loan Documents for a description of the
properties and assets in which a security interest has been granted, the nature
and extent of the security and the guarantees, the terms and conditions upon
which the security interests and each guarantee were granted and the rights of
the holder of this Note in respect thereof.

          Upon the occurrence and during the continuance of any one or more of
the Events of Default, after notice to the Borrower from the Administrative
Agent, all principal and all accrued interest then remaining unpaid on this Note
shall become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement.

          All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

          Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

          NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE
CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN
ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE
CREDIT AGREEMENT.

          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                                   ROUNDY'S, INC.


                                                   By:__________________________
                                                      Name:
                                                      Title:



                                                                      Schedule A
                                                                    to Term Note

              LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS



- ------------------------------------------------------------------------------------------------------------------------------------
                                                    Amount of Principal of  Amount of Base Rate    Unpaid Principal
          Amount of Base Rate  Amount Converted to     Base Rate Loans       Loans Converted to  Balance of Base Rate  Notation Made
   Date          Loans           Base Rate Loans            Repaid            Eurodollar Loans          Loans                By
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================




                                                                      Schedule B
                                                                    to Term Note

      LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS



- ------------------------------------------------------------------------------------------------------------------------------------
                                            Interest Period and     Amount of         Amount of
                               Amount         Eurodollar Rate     Principal of     Eurodollar Loans  Unpaid Principal
           Amount of        Converted to        with Respect    Eurodollar Loans  Converted to Base     Balance of     Notation Made
  Date  Eurodollar Loans  Eurodollar Loans        Thereto            Repaid          Rate Loans      Eurodollar Loans       By
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================




                                                                     EXHIBIT H-2

                          FORM OF REVOLVING CREDIT NOTE

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT
IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO
BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.

$____________                                                New York, New York
                                                             _________ __, 2002

               FOR VALUE RECEIVED, the undersigned, Roundy's, Inc., a Wisconsin
corporation (the "Borrower"), hereby unconditionally promises to pay to
_______________ (the "Lender") or its registered assigns at the Payment Office
specified in the Credit Agreement (as hereinafter defined) in lawful money of
the United States and in immediately available funds, on the Revolving Credit
Termination Date the principal amount of (a) ________DOLLARS ($_____), or, if
less, (b) the aggregate unpaid principal amount of all Revolving Credit Loans of
the Lender outstanding under the Credit Agreement. The Borrower further agrees
to pay interest in like money at such Payment Office on the unpaid principal
amount hereof from time to time outstanding at the rates and on the dates
specified in Section 4.5 of the Credit Agreement.

               The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date, Type and amount of each
Revolving Credit Loan made pursuant to the Credit Agreement and the date and
amount of each payment or prepayment of principal thereof, each continuation
thereof, each conversion of all or a portion thereof to another Type and, in the
case of Eurodollar Loans, the length of each Interest Period with respect
thereto. Each such endorsement shall constitute prima facie evidence of the
accuracy of the information endorsed. The failure to make any such endorsement
or any error in any such endorsement shall not affect the obligations of the
Borrower in respect of any Revolving Credit Loan.

               This Note (a) is one of the Revolving Credit Notes referred to in
the Credit Agreement dated as of June 6, 2002 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Borrower, the Lender, the other banks, financial institutions and other entities
from time to time parties thereto, Bear, Stearns & Co. Inc., as sole lead
arranger and sole bookrunner (in such capacity, the "Lead Arranger"), Bear
Stearns Corporate Lending Inc., as administrative agent (in such capacity, the
"Administrative Agent"), Canadian Imperial Bank of Commerce, as syndication
agent (in such capacity, the "Syndication Agent"), and the institutions listed
in the Credit Agreement, as documentation agent (in such capacity, the
"Documentation Agent"), (b) is subject to the provisions of the Credit Agreement
and (c) is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement. This Note is secured and guaranteed as
provided in the Loan Documents. Reference is hereby made to the Loan Documents
for a description of the properties and assets in which a security interest has
been granted, the nature and extent of the security and the



                                                                               2

guarantees, the terms and conditions upon which the security interests and each
guarantee were granted and the rights of the holder of this Note in respect
thereof.

               Upon the occurrence and during the continuance of any one or more
of the Events of Default, after notice to the Borrower from the Administrative
Agent, all principal and all accrued interest then remaining unpaid on this Note
shall become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement.

               All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

               Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit
Agreement.

               NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN
THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN
ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE
CREDIT AGREEMENT.

               THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                              ROUNDY'S, INC.



                                              By:_______________________________
                                                 Name:
                                                 Title:



                                                                      Schedule A
                                                        to Revolving Credit Note

              LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS



- ------------------------------------------------------------------------------------------------------------------------------------
                                                    Amount of Principal of  Amount of Base Rate    Unpaid Principal
          Amount of Base Rate  Amount Converted to     Base Rate Loans       Loans Converted to  Balance of Base Rate  Notation Made
   Date          Loans           Base Rate Loans            Repaid            Eurodollar Loans          Loans                By
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================




                                                                      Schedule B
                                                        to Revolving Credit Note

      LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS



- ------------------------------------------------------------------------------------------------------------------------------------
                                            Interest Period and     Amount of         Amount of
                               Amount         Eurodollar Rate     Principal of     Eurodollar Loans  Unpaid Principal
           Amount of        Converted to        with Respect    Eurodollar Loans  Converted to Base     Balance of     Notation Made
  Date  Eurodollar Loans  Eurodollar Loans        Thereto            Repaid          Rate Loans      Eurodollar Loans       By
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================




                                                                     EXHIBIT H-3

                             FORM OF SWING LINE NOTE

THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT
IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO
BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE
RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE
TERMS OF SUCH CREDIT AGREEMENT.

$____________                                                 New York, New York
                                                               ________ __, 2002

          FOR VALUE RECEIVED, the undersigned, Roundy's, Inc., a Wisconsin
corporation (the "Borrower"), hereby unconditionally promises to pay to
___________________ (the "Swing Line Lender") or its registered assigns at the
Payment Office specified in the Credit Agreement (as hereinafter defined) in
lawful money of the United States and in immediately available funds, on the
Revolving Credit Termination Date the principal amount of (a) ________DOLLARS
($____________), or, if less, (b) the aggregate unpaid principal amount of all
Swing Line Loans made by the Swing Line Lender to the Borrower pursuant to
Section 3.3 of the Credit Agreement, as hereinafter defined. The Borrower
further agrees to pay interest in like money at such office on the unpaid
principal amount hereof from time to time outstanding at the rates and on the
dates specified in Section 4.5 of such Credit Agreement.

          The holder of this Note is authorized to endorse on the schedules
annexed hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof the date and amount of each Swing Line
Loan made pursuant to the Credit Agreement and the date and amount of each
payment or prepayment of principal thereof. Each such endorsement shall
constitute prima facie evidence of the accuracy of the information endorsed. The
failure to make any such endorsement or any error in any such endorsement shall
not affect the obligations of the Borrower in respect of any Swing Line Loan.

          This Note (a) is one of the Swing Line Notes referred to in the Credit
Agreement dated as of June 6, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower, the
Swing Line Lender, the other banks and financial institutions or entities from
time to time parties thereto, Bear, Stearns & Co. Inc., as sole lead arranger
and sole bookrunner (in such capacity, the "Lead Arranger"), Bear Stearns
Corporate Lending Inc., as administrative agent (in such capacity, the
"Administrative Agent"), Canadian Imperial Bank of Commerce, as syndication
agent (in such capacity, the "Syndication Agent"), and the institutions listed
in the Credit Agreement as documentation agent (in such capacity, the
"Documentation Agent"), (b) is subject to the provisions of the Credit Agreement
and (c) is subject to optional and mandatory prepayment in whole or in part as
provided in the Credit Agreement. This Note is secured and guaranteed as
provided in the Loan Documents. Reference is hereby made to the Loan Documents
for a description of the properties and assets in which a security interest has
been granted, the nature and extent of the security and the guarantees, the
terms and conditions upon which the security interests and each guarantee were
granted and the rights of the holder of this Note in respect thereof.



                                                                               2

          Upon the occurrence and during the continuance of any one or more of
the Events of Default, after notice to the Borrower from the Administrative
Agent, all principal and all accrued interest then remaining unpaid on this Note
shall become, or may be declared to be, immediately due and payable, all as
provided in the Credit Agreement.

          All parties now and hereafter liable with respect to this Note,
whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive
presentment, demand, protest and all other notices of any kind.

          Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

          NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE
CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN
ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 11.6 OF THE
CREDIT AGREEMENT.

          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                                                     ROUNDY'S, INC.


                                                     By:________________________
                                                        Name:
                                                        Title:



                                                                      Schedule A
                                                              to Swing Line Note

                    LOANS AND REPAYMENTS OF SWING LINE LOANS



- ---------------------------------------------------------------------------------------------------------------------------------
  Date         Amount of Swing Line      Amount of Principal of         Unpaid Principal Balance of      Notation Made By
                        Loans           Swing Line Loans Repaid              Swing Line Loans
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                             
- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------------------

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=================================================================================================================================

EX-10.6

                                                                    EXHIBIT 10.6

                              CONSULTING AGREEMENT
                              --------------------

     THIS AGREEMENT is made and entered into as of this 1st day of July, 2002,
by and between Roundy's, Inc., a Wisconsin corporation (the "Company") and
Gerald F. Lestina, an individual ("Consultant").

                                    RECITALS:
                                    ---------

     The Company is engaged in, among other things, the wholesale distribution
and retail sale of food, groceries, general merchandise and other products (the
"Business").

     Consultant has been employed by the Company for more than 30 years, most
recently as its President and Chief Executive Officer, and during his employment
by the Company has acquired a great depth of knowledge, experience and expertise
in all aspects of the Company's Business. The Consultant is also intimately
familiar with the Company's industry and markets, its business plans and
strategies, and its competition.

     The Consultant has recently ceased his employment with the Company, and the
Company wishes to continue to have access to the Consultant's specialized
knowledge and experience for a transitional period, for the benefit of its new
senior management.

     The Consultant is willing to provide consulting services to the Company and
its management in an independent contractor capacity, for the consideration and
on the terms provided in this Agreement.

                                   AGREEMENT:
                                   ----------

     THEREFORE, in consideration of the premises set forth above, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:

     l. Consulting Services. During the Consulting Period (as hereinafter
defined), Consultant will make himself available at reasonable times at the
offices and other facilities of the Company located in the Pewaukee, Wisconsin
area, to act as a consultant and advisor to the Company and its management in
connection with the operation and management of the Business, including, without
limitation, consultation regarding maintenance and development of relationships
with customers and key vendors; marketing and business development; business
expansion strategies, including expansion into new markets and the development
of new facilities; human resource and personnel matters; and all other aspects
of the Company's Business. In connection therewith Consultant will perform such
consulting and advisory



services as the Company's President or Board of Directors shall reasonably
request of him from time to time. Without limiting the generality of the
foregoing, Consultant will cooperate fully with the Company and will render such
assistance to the Company as the Company and its counsel may reasonably request
from time to time in connection with the prosecution, defense, compromise or
settlement of any claim, demand, action, suit or proceeding pertaining to the
Company or in which it may be involved, unless Consultant is an adverse party
with respect to any such claim, demand, action, suit or proceeding.

          The inability of Consultant to render services hereunder during the
Consulting Period by reason of temporary absences, vacations, temporary or
permanent illness or disability or incapacity, provided the same does not
materially deprive the Company of the benefit of Consultant's services, will not
constitute a failure by Consultant to perform his obligations hereunder and will
not be deemed a breach or default hereunder.

     2. Consulting Fees. In consideration of the services to be performed by
Consultant during the Consulting Period pursuant to Section l hereof, and
Consultant's agreement to make himself available to perform such services, as
well as Consultant's compliance in all material respects with the other
provisions of this Agreement, the Company will pay Consultant a monthly
consulting fee at the rate of seventeen thousand five hundred dollars
($17,500.00) per month for each month of the Consulting Period. Such consulting
fees will be due and payable on the 1st day of every month during the Consulting
Period, commencing on July 1, 2002.

     3. Term. (a) The term of this Agreement (the "Consulting Period") will be
for a period of twenty-four (24) months, commencing on July 1, 2002 and ending
on June 30, 2004, unless earlier terminated as follows:

          (i) The Consulting Period will terminate upon the written agreement of
     the parties;

          (ii) The Consulting Period will terminate upon the death or permanent
     disability of Consultant. The term "permanent disability" of Consultant
     shall mean mental or physical illness, disability or incapacity which
     renders Consultant unable to perform his duties hereunder effectively for a
     continuous period of at least one hundred eighty (180) days;

          (iii) The Company may terminate the Consulting Period for "cause" at
     any time upon written notice to Consultant stating the facts constituting
     such "cause." For purposes of this Section 3, the term "cause" means the
     occurrence, during the Consulting Period, of any of the following: the
     diversion or attempted diversion by Consultant of business from the Company
     for Consultant's personal gain or benefit; gross incompetence by Consultant
     in the performance of his duties hereunder; habitual abuse by Consultant of
     alcohol or narcotics; Consultant's being convicted of a felony offense or
     pleading guilty or nolo contendere to same; willful misconduct by
     Consultant which results in a material injury to the Company or its
     Business; or a material and wilful breach by Consultant of any provision of
     this Agreement, including without limitation any provision of Sections 4

                                       2



     through 7 hereof, provided such failure or noncompliance is not remedied by
     Consultant within thirty (30) days following written notice to Consultant
     from the Company specifying in reasonable detail the nature of such failure
     or noncompliance.

          (b) Upon termination of the Consulting Period, the Company will pay to
Consultant the full amount of any unpaid consulting fees due pursuant to Section
2 of this Agreement prior to the date of such termination, and the Company shall
not be obligated to make any further payments to Consultant. Consultant's
obligations set forth in Sections 4 through 7 hereof shall survive the
termination of the Consulting Period.

     4. Nondisclosure and Nonuse of Confidential Information. (a) During the
Consulting Period and for a period of two (2) years thereafter, Consultant will
not disclose or use at any time any Confidential Information (as defined below)
of which Consultant is or becomes aware, whether or not such information is
developed by him, except to the extent that such disclosure or use is authorized
by the Company or is directly related to and required by Consultant's
performance of such services. Consultant will take all appropriate steps to
safeguard Confidential Information and to protect it against disclosure, misuse,
espionage, loss and theft, to the extent such Confidential Information is in
Consultant's possession or subject to his control.

          (b) As used in this Agreement, the term "Confidential Information"
means information that is not generally known to or ascertainable (through
lawful or proper means) by the public and that is used, developed or obtained by
the Company in connection with its business, including but not limited to (i)
products or services, (ii) fees, costs and pricing structures, (iii) designs,
(iv) analysis, (v) drawings, photographs and reports, (vi) computer software,
including operating systems, applications and program listings, (vii) flow
charts, manuals and documentation, (viii) data bases, (ix) accounting and
business methods, (x) inventions, devices, new developments, methods and
processes, whether patentable or unpatentable and whether or not reduced to
practice, (xi) customers and clients and customer or client lists, (xii)
copyrightable works, (xiii) all technology and trade secrets, and (xiv) all
similar and related information in whatever form. Confidential Information shall
not include any information (X) that is generally known to or ascertainable
(through lawful and proper means) by the public prior to the date Consultant
proposes to disclose or use such information, or (Y) that has been independently
acquired or developed by Consultant without violating any of his obligations
under this Agreement. Information shall not be deemed to have been published or
available merely because individual portions of the information have been
separately published or are separately available, but only if all material
features comprising such information have been published or are available in
combination.

     5. The Company's Ownership of Intellectual Property. In the event that
Consultant, as part of any activities on behalf of the Company, generates,
authors or contributes to any invention, design, new development, device,
product, method or process (whether or not patentable or reduced to practice or
comprising Confidential Information), any copyrightable work (whether or not
comprising Confidential Information) or any other form of Confidential
Information relating directly or indirectly to the Company's business as now or
hereinafter

                                       3



conducted (collectively, "Intellectual Property"), Consultant acknowledges that
such Intellectual Property is the exclusive property of the Company and hereby
assigns all right, title and interest in and to such Intellectual Property to
the Company. Any copyrightable work prepared in whole or in part by Consultant
will be deemed "a work made for hire" under Section 201(b) of the 1976 Copyright
Act, and the Company shall own all of the rights comprised in the copyright
therein. Consultant shall promptly and fully disclose all Intellectual Property
to the Company and shall cooperate with the Company to protect the Company's
interests in and rights to such Intellectual Property (including, without
limitation, providing reasonable assistance in securing patent protection and
copyright registrations and executing all documents as reasonably requested by
the Company, including, without limitation, such requests that occur after the
date hereof).

     6. Return of Materials. As requested by the Company from time to time,
Consultant shall promptly deliver to the Company all copies and embodiments, in
whatever form, of all Confidential Information and Intellectual Property in
Consultant's possession or within his control (including, but not limited to,
written records, notes, photographs, manuals, notebooks, documentation, program
listings, flow charts, magnetic media, disks, diskettes, tapes and all other
materials containing any Confidential Information or Intellectual Property)
irrespective of the location or form of such material and, if requested by the
Company, shall provide the Company with written confirmation that all such
materials have been delivered to the Company.

     7. Common Law of Torts or Trade Secrets. In addition to the Company's
rights and Consultant's duties as specifically set out in this Agreement, the
Company will retain all such rights, and Consultant will be bound by all such
duties, to protect the Company's Confidential Information, as are or may be
provided under the law, including without limitation the Wisconsin Trade Secrets
Act (Wis. Stat. `134.90). Nothing herein will diminish the Company's common law
and statutory rights to:

          (i)   keep such information secret for as long as the law allows;

          (ii)  protect such information from disclosure to any third party,
                wherever located;

          (iii) protect such information from use by any person, including
                Consultant, not authorized by the Company; and

          (iv)  seek any remedies and take any measures necessary to protect the
                Company's Confidential Information

         8. Expense Reimbursement. The Company will reimburse Consultant for his
out-of-pocket expenses reasonably incurred in connection with the performance of
Consultant's duties hereunder, subject to the submission of documentation
substantiating such expenses and other compliance with the Company's written
policies, if any, regarding expense reimbursement, and provided further that the
Company approves in advance and in writing any expense in excess of $1,000.00.

                                       4



     9. Independent Contractor. Consultant shall at all times be an independent
contractor, and Consultant will be responsible for all employment and income
taxes on his compensation hereunder. Neither party will assert that an
employment relationship exists or take any action inconsistent with the
independent contractor status of Consultant. Consultant shall have no authority
to bind the Company to any agreement, commitment or obligation of any nature,
except to the extent such authority is expressly conferred upon him by the
Company in writing (exclusive of this Agreement) and Consultant will not take
any action inconsistent with the provisions of this Section.

     10. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not affect or impair the validity or enforceability of any
other provision. The parties agree that in the event any court of competent
jurisdiction shall determine that any provision of this agreement is invalid or
unenforceable in whole or in part, then this Agreement shall be construed as if
such invalid or unenforceable provision were not contained herein.

     11. Notices. All notices under this Agreement shall be in writing and any
notice shall be considered to be given and received in all respects on the day
it is personally delivered or deposited in the United States mail, first class,
postage prepaid, addressed as follows or to such other address as may be
designated by one party to the other by notice duly given (provided, that
written notice given in any other manner shall nonetheless be effective upon its
actual receipt by the person entitled to receive it):

          If to the Company:

          Roundy's, Inc.
          23000 Roundy Drive
          Pewaukee, WI  53072
          Attn:  Edward G. Kitz, Vice President, Secretary and Treasurer


          If to Consultant:

          Gerald F. Lestina
          N76 W36221 Saddlebrook Lane
          Oconomowoc, WI 53066

     12. Assignment. This Agreement may not be assigned by the Company without
the written consent of Consultant, except that if the Company shall merge or
consolidate with or into, or transfer substantially all of the Business or the
assets thereof to another corporation or other form of business or other entity,
this Agreement may be assigned to such a successor and it shall be binding upon
and inure to its benefit. Consultant may not assign, pledge or encumber this
Agreement or any interest herein.

                                       5



     13. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, the Company's successors and permitted assigns
and Consultant's heirs and legal representatives.

     14. Amendment. This Agreement may be amended only by a written instrument
executed by the parties hereto or their respective successors, assigns, heirs or
legal representatives, as applicable.

     15. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Wisconsin.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.

                                       ROUNDY'S, INC.


                                       By /s/ Edward G. Kitz
                                         ------------------------------------
                                         Its Vice President


                                       /s/ Gerald F. Lestina
                                       -----------------------------
                                       Gerald F. Lestina ("Consultant")



                                       6

EX-10.8

                                                                    EXHIBIT 10.8

              RESOLUTION FOR ADOPTION OF AMENDMENT TO ROUNDY'S INC.
                     SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

     WHEREAS, the corporation desires to amend the corporation's Supplemental
Employee Retirement Plan ("SERP") to adjust the benefits formula with regard to
the weight of social security integration in order to carry out the intent for
which the SERP was established in providing benefits to the participants of the
SERP;

     NOW, THEREFORE, BE IT RESOLVED, that the SERP is hereby amended to revise
the formula for determining a participant's "Integrated Benefit" as shown below
and recommended by the Compensation Committee of the Board of Directors.

                                Amendment to SERP
                                -----------------

Article III of the Roundy's, Inc. Supplemental Employee Retirement Plan
("Plan"), adopted by the Board of Directors on December 15, 1998 and executed on
May 26, 1999, is amended by deleting subparagraph (b)(ii) of Section 3.3,
"Integration of Other Benefits and Plan Benefit Computation" and replacing it
with the following language:

(b)(ii) fifty percent (50%) of such Participant's Primary Social Security Amount
        is calculated by the actuary for the Roundy's, Inc. Retirement Plan for
        purposes of determining such Participant's Accrued Monthly Benefit under
        such Retirement Plan.

EX-10.9

                                                                    EXHIBIT 10.9

                                  EXCERPTS FROM
                                  ROUNDY'S INC.
                      CONSENT IN LIEU OF A SPECIAL MEETING
                                OF THE DIRECTORS

     The undersigned, being all of the members of the Board of Directors of
Roundy's, Inc., a Wisconsin corporation (the "Corporation"), in lieu of holding
a special meeting of the Board of Directors of the Corporation (the "Board"), do
hereby take the following actions and adopt the following resolutions by
unanimous written consent pursuant to Section 180.0821 of the Business
Corporation Law of the State of Wisconsin:

                                      * * *

     VI. AMENDMENT TO SUPPLEMENTAL EMPLOYEE RETIREMENT PLAN

     WHEREAS, the Corporation maintains the Roundy's Inc. Supplemental Employee
Retirement Plan (the "SERP"); and

     WHEREAS, the Corporation has reserved the right to amend the SERP from time
to time; and

     WHEREAS, the Corporation desires to amend the SERP to provide enhanced
benefits to Robert D. Ranus upon his retirement from the Corporation.

     RESOLVED, that the SERP be, and hereby is, amended by adopting and
approving "Exhibit B to the Roundy's Inc. Supplemental Employee Retirement
Plan," attached hereto as Exhibit C and made a part hereof, effective June 7,
2002.

                                      * * *





                                    Exhibit B
                                    ---------

                                       to
                                       --

              Roundy's, Inc. Supplemental Employee Retirement Plan
              ----------------------------------------------------

Notwithstanding the actual Final Average Annual Earnings or Benefit Objective
otherwise calculated for Participant Robert D. Ranus under the Plan, the actual
benefit to be paid to Participant Robert D. Ranus shall be a monthly benefit of
One Thousand Four Hundred Seventy-seven Dollars and 84 cents ($1,477.84),
payable for fifteen (15) years, commencing January 1, 2003 and ending with the
final monthly payment on December 1, 2017. This Exhibit B shall be effective on
June 7, 2002, the day after the closing of the Share Exchange Agreement by and
between Roundy's Acquisition Corp. and Roundy's Inc., dated April 8, 2002 (the
"Share Exchange"). Accordingly, any increase in benefits payable to Robert D.
Ranus as a result of the benefits payable under this Exhibit B shall not be
included in the calculation of the change of control payment attributable to the
Share Exchange provided for in Section 1(f) of the Trust under Roundy's Inc.
Deferred Compensation Plan, dated March 19, 1996, as amended by the Trust
Amendment dated May 26, 1999.

EX-10.18

                                                                   Exhibit 10.18

                                                                  EXECUTION COPY

                               EXECUTIVE AGREEMENT

           THIS EXECUTIVE AGREEMENT (this "Agreement") is made as of June 6,
2002, by and among Roundy's Acquisition Corp., a Delaware corporation (the
"Company"), Roundy's, Inc., a Wisconsin corporation and a wholly owned
subsidiary of the Company ("Roundy's"), and Darren W. Karst ("Executive").
Certain definitions are set forth in Section 18 of this Agreement.

           Executive desires to be employed by Roundy's, and Roundy's desires to
employ Executive and to be assured of its right to have the benefit of
Executive's services on the terms and conditions hereinafter set forth.
Executive desires to purchase shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), and Preferred Stock, par value $.01 per
share (the "Preferred Stock," and collectively with the Common Stock, the
"Stock"), of the Company, and the Company desires to issue such Common Stock and
Preferred Stock to Executive on the terms and conditions set forth herein. The
Company, Roundy's and Executive desire to enter into this Agreement to, among
other things, (i) set forth the terms of Executive's purchase of the Executive
Stock (as defined below); (ii) set forth the terms and conditions of Executive's
employment with Roundy's; (iii) provide the Company with certain rights in
respect of the Executive Stock; and (iv) set forth the obligation of Executive
to refrain from competing with the Company and its Subsidiaries (as defined
below) under certain circumstances as provided herein.

           On the Effective Date, Executive shall become a party to the Investor
Rights Agreement, dated as of June 6, 2002 by and among the Company, Executive,
the Investors (as defined below) and certain other parties (as in effect today
and as amended from time to time hereafter in accordance with its terms, the
"Investor Rights Agreement").

           Certain provisions of this Agreement are intended for the benefit of,
and shall be enforceable by, Willis Stein & Partners III, L.P., Willis Stein &
Partners Dutch III-A, L.P., Willis Stein & Partners Dutch III-B, L.P., and
Willis Stein & Partners III-C, L.P. (the foregoing, collectively, the
"Investors").

           NOW, THEREFORE, the parties hereto agree as follows:

A.   PURCHASE AND SALE OF EXECUTIVE STOCK

     1. On the Effective Date, Executive shall purchase from the Company, and
the Company shall sell to Executive 2,096.67 shares of Common Stock at a price
of $100 per share, which shares shall be subject to vesting as provided herein
(the "Vesting Shares"), for an aggregate purchase price of $209,667. On the
Effective Date, the Company shall deliver to Executive stock certificates
representing the Vesting Shares, and Executive shall deliver to the Company the
aggregate purchase price for the Vesting Shares in the manner provided in
Section 2.

     2. On the Effective Date, Executive shall deliver to the Company (i) a duly
executed promissory note in the form of Annex A attached hereto in the initial
principal amount of $209,667 (the "Executive Note"), and (ii) a counterpart
signature page to the Investor Rights



                                                                  EXECUTION COPY

Agreement. Executive's obligations under the Executive Note shall be secured by
a pledge to the Company of all of the Vesting Shares, and in connection
therewith, Executive shall execute and deliver to the Company a pledge agreement
in the form of Annex B attached hereto.

     3. The Company shall hold each stock certificate representing the Vesting
Shares, if any, until such time as the Vesting Shares represented by such
certificate is released from the pledge to the Company.

     4. Within thirty (30) days after Executive purchases the Vesting Shares
from the Company hereunder, Executive shall make an effective election with the
Internal Revenue Service under Section 83(b) of the Internal Revenue Code and
the regulations promulgated thereunder in the form of Annex C attached hereto.

     5. In connection with the purchase and sale of the Executive Stock
hereunder, Executive represents and warrants to the Company that:

        (a) The Executive Stock to be acquired by Executive pursuant to this
Agreement shall be acquired for Executive's own account and not with a view to,
or intention of, distribution thereof in violation of the Securities Act, or any
applicable state securities laws, and the Executive Stock shall not be disposed
of in contravention of the Securities Act or any applicable state securities
laws.

        (b) Executive is an executive officer of Roundy's, is sophisticated in
financial matters and is able to evaluate the risks and benefits of the
investment in the Executive Stock. Executive is an "accredited investor," as
defined in Regulation D promulgated under the Securities Act.

        (c) Executive is able to bear the economic risk of Executive's
investment in the Executive Stock for an indefinite period of time because the
Executive Stock have not been registered under the Securities Act and,
therefore, cannot be sold unless subsequently registered under the Securities
Act or an exemption from such registration is available.

        (d) Executive has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the offering of Executive Stock
and has had full access to such other information concerning the Company as
Executive has requested. Executive has reviewed, or has had an opportunity to
review, a copy of the Investor Rights Agreement.

        (e) This Agreement and each of the other agreements contemplated hereby
constitutes the legal, valid and binding obligation of Executive, enforceable in
accordance with its terms, and the execution, delivery and performance of this
Agreement and such other agreements by Executive does not and shall not conflict
with, violate or cause a breach of any agreement, contract or instrument to
which Executive is a party or any judgment, order or decree to which Executive
is subject.

        (f) Executive is not a party to or bound by any employment agreement,
noncompete agreement or confidentiality agreement with any person or entity
other than the

                                       2



                                                                  EXECUTION COPY

Company or Roundy's except as set forth on Schedule 5(f). No waivers or
amendments of the agreements set forth on Schedule 5(f) have been made.
Executive's prior employment as the Chief Financial Officer and Executive Vice
President with Dominick's Supermarket's, Inc. and Dominick's Finer Foods, Inc.
(collectively, "Dominick's") was terminated by voluntary resignation by him on
or about August 22, 1998.

         (g) Since November 17, 1998, Executive has not received any
confidential information or trade secrets of Dominick's. Executive shall be
prohibited from using or disclosing any confidential information or trade
secrets belonging to Dominick's that Executive may have learned through his
prior employment with Dominick's in the performance of Executive's services
hereunder.

         (h) Executive has consulted with independent legal counsel regarding
his rights and obligations under this Agreement and fully understands the terms
and conditions contained herein. Executive has obtained advice from persons
other than the Company and its counsel regarding the tax effects of the
transaction contemplated hereby.

     6.  In connection with the purchase and sale of the Executive Stock
hereunder, the Company represents and warrants to Executive that:

         (a) This Agreement and each of the other agreements contemplated hereby
constitutes the legal, valid and binding obligation of the Company, enforceable
in accordance with its terms, and the execution, delivery and performance of
this Agreement and such other agreements by the Company does not and shall not
conflict with, violate or cause a breach of any agreement, contract or
instrument to which the Company is a party or any judgment, order or decree to
which the Company is subject.

         (b) As of the Effective Date, the authorized capital stock of the
Company will consist of 94,350 shares of Common Stock, of which 90,156.67 shares
will be issued and outstanding and 10,483.33 shares of Preferred Stock of which
10,483.33 shares will be issued and outstanding. As of the Effective Date and
immediately thereafter, all of the shares of Executive Stock shall be (so long
as the Executive shall have paid the purchase price in respect of the Executive
Stock) validly issued, fully paid and nonassessable. As of the Effective Date,
except as set forth in the Certificate of Incorporation, neither the Company nor
any of its Subsidiaries shall have any outstanding any stock or securities
convertible or exchangeable for any shares of its capital stock or containing
any profit participation features, nor shall it have outstanding any rights or
options to subscribe for or to purchase its capital stock or any stock or
securities convertible into or exchangeable for its capital stock or any stock
appreciation rights or phantom stock plans.

     7.  As an inducement to the Company to issue the Executive Stock to
Executive, and as a condition thereto, Executive acknowledges and agrees that
neither the issuance of the Executive Stock to Executive nor any provision
contained herein shall entitle Executive to remain in the employment of Roundy's
or any of its Subsidiaries or affect the right of Roundy's to terminate
Executive's employment at any time for any reason.

                                       3



                                                                  EXECUTION COPY

B.      VESTING AND REPURCHASE PROVISIONS
        REGARDING CERTAIN EXECUTIVE STOCK

     8. Vesting of Common Stock; Vested Shares. The Company and Executive
acknowledge and agree that the Vesting Shares purchased by Executive hereunder
shall be subject to vesting as hereinafter provided. "Vested Shares" means all
Vesting Shares which have become vested pursuant to the terms of this Agreement.
All Vesting Shares which have not become vested are referred to herein as
"Unvested Shares."

     The Vesting Shares shall vest in accordance with the following schedule, if
as of each such date Executive is, and has been continuously, employed by the
Company or any of its Subsidiaries:



- -------------------------------------------------------------------------------------------------------
                                                                             Cumulative Percentage of
                     Date                                                      Vesting Shares Vested
- -------------------------------------------------------------------------------------------------------
                                                                          
 February 2, 2002 (the "Commencement Date")                                              0%
- -------------------------------------------------------------------------------------------------------
 End of the First Quarter Following the Commencement Date                                5%
- -------------------------------------------------------------------------------------------------------
 End of the Second Quarter Following the Commencement Date                              10%
- -------------------------------------------------------------------------------------------------------
 End of the Third Quarter Following the Commencement Date                               15%
- -------------------------------------------------------------------------------------------------------
 First Anniversary of the Commencement Date                                             20%
- -------------------------------------------------------------------------------------------------------
 End of the Fifth Quarter Following the Commencement Date                               25%
- -------------------------------------------------------------------------------------------------------
 End of the Sixth Quarter Following the Commencement Date                               30%
- -------------------------------------------------------------------------------------------------------
 End of the Seventh Quarter Following the Commencement Date                             35%
- -------------------------------------------------------------------------------------------------------
 Second Anniversary of the Commencement Date                                            40%
- -------------------------------------------------------------------------------------------------------
 End of the Ninth Quarter Following the Commencement Date                               45%
- -------------------------------------------------------------------------------------------------------
 End of Tenth Quarter Following the Commencement Date                                   50%
- -------------------------------------------------------------------------------------------------------
 End of the Eleventh Quarter Following the Commencement Date                            55%
- -------------------------------------------------------------------------------------------------------
 Third Anniversary of the Commencement Date                                             60%
- -------------------------------------------------------------------------------------------------------
 End of the Thirteenth Quarter Following the Commencement Date                          65%
- -------------------------------------------------------------------------------------------------------
 End of the Fourteenth Quarter Following the Commencement Date                          70%
- -------------------------------------------------------------------------------------------------------
 End of the Fifteenth Quarter Following the Commencement Date                           75%
- -------------------------------------------------------------------------------------------------------
 Fourth Anniversary of the Commencement Date                                            80%
- -------------------------------------------------------------------------------------------------------
 End of the Seventeenth Quarter Following the Commencement Date                         85%
- -------------------------------------------------------------------------------------------------------
 End of the Eighteenth Quarter Following the Commencement Date                          90%
- -------------------------------------------------------------------------------------------------------
 End of the Nineteenth Quarter Following the Commencement Date                          95%
- -------------------------------------------------------------------------------------------------------
 Fifth Anniversary of the Commencement Date                                            100%
- -------------------------------------------------------------------------------------------------------


Notwithstanding the foregoing, all unvested Vesting Shares shall vest upon the
consummation of a Change of Control (assuming Executive is then, and has been
continuously, employed by the Company or any of its Subsidiaries).

     9. Repurchase Option.

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           (a)  Repurchase Option. In the event that Executive, for any reason,
ceases to be employed by Roundy's, the Repurchase Shares, whether held by
Executive or one or more Permitted Transferees, shall be subject to repurchase
by the Company and the Investors, if the Company or the Investors so elect at
their sole discretion, in accordance with the terms and conditions set forth in
this Section 9 (the "Repurchase Option").

                (i)   Termination Without Cause, Termination with Good Reason or
Nonrenewal; Death or Incapacity. If Executive is no longer employed by Roundy's
as a result of (A) a termination by Roundy's without Cause, (B) a termination by
Executive with Good Reason, (C) a failure on the part of Roundy's to extend
Executive's Employment Period under this Agreement beyond the then applicable
Employment Period, or (D) as a result of death or Incapacity, then (x) with the
prior written consent of Executive or Executive's estate, as the case may be,
the Company and the Investors shall have the right to purchase all (but not less
than all) of the Vested Repurchase Shares, at a purchase price per share equal
to the Fair Market Value thereof as of the Termination Date, and (y) the Company
and the Investors shall have the right to purchase all or any portion of the
Unvested Repurchase Shares, at a purchase price per share equal to the lesser of
the Original Cost thereof and the Fair Market Value thereof.

                (ii)  Voluntary Termination. If Executive is no longer employed
by Roundy's as a result of a Voluntary Termination, then (A) the Company and the
Investors shall have the right to purchase all or any portion of the Vested
Repurchase Shares, at a purchase price per share equal to the Fair Market Value
thereof, and (B) the Company and the Investors shall have the right to purchase
all or any portion of the Unvested Repurchase Shares, at a purchase price per
share equal to the lesser of the Original Cost thereof and the Fair Market Value
thereof as of the Termination Date.

                (iii) Termination with Cause. If Executive is no longer employed
by Roundy's as a result of a termination by Roundy's with Cause, then the
Company and the Investors shall have the right to purchase all or any portion of
the Repurchase Shares (including Vested Repurchase Shares and Unvested
Repurchase Shares), at a purchase price per share equal to the lesser of the
Original Cost thereof and the Fair Market Value thereof as of the Termination
Date.

           (b)  Repurchase Procedures. After the termination of Executive's
employment with Roundy's for any reason, subject to the required consent by
Executive under Section 9(a)(i)(x) of this Agreement, the Company may elect to
exercise the right to purchase Repurchase Shares (in the amounts and for the
prices set forth in Sections 9(a)(i), 9(a)(ii) and 9(a)(iii)) pursuant to the
Repurchase Option by delivering a written notice (the "Repurchase Notice") to
Executive and/or any other holder or holders of Repurchase Shares and the
Investors at any time prior to the end of the four-month period commencing on
the date of such termination of employment. The Repurchase Notice shall set
forth the number of shares of each class and type of such stock to be acquired
from such holder(s), the aggregate consideration to be paid for such shares of
such stock and the time and place for the closing of the transaction. The number
of shares to be repurchased by the Company shall first be satisfied to the
extent possible from the Repurchase Shares held by Executive at the time of
delivery of the Repurchase Notice.

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If the number of Repurchase Shares then held by Executive is less than the total
number of Repurchase Shares the Company has elected to purchase, the Company
shall purchase the remaining shares elected to be purchased from the other
holder(s) of Repurchase Shares, pro rata according to the number of Repurchase
Shares held by such other holder(s) at the time of delivery of such Repurchase
Notice (determined as close as practicable to the nearest whole shares). The
Company shall have the right to purchase all or any portion of the Unvested
Repurchase Shares without or before purchasing any Vested Repurchase Shares. Any
Unvested Repurchase Shares not repurchased pursuant to this Section 9 shall
automatically vest upon the expiration of the time periods permitted for the
repurchase of such shares under this Section 9.

           (c) Rights of the Investors.

               (i)  If for any reason, subject to the required consent by
Executive under Section 9(a)(i)(x) of this Agreement, the Company does not elect
to purchase all of the Repurchase Shares available for purchase pursuant to the
Repurchase Option, the Investors shall be entitled to exercise the Repurchase
Option, in the manner set forth in this Section 9, for all or any portion of the
Repurchase Shares which the Company has not elected to purchase (the "Available
Shares"). As soon as practicable after the Company determines that there will be
Available Shares, but in any event upon the earlier to occur of (A) the delivery
of the Repurchase Notice, and (B) four (4) months after the termination of
Executive's employment with the Company, the Company shall deliver a written
notice (the "Availability Notice") to the Investors, setting forth the number of
each class and type of Available Shares and the purchase price for each
Available Share.

               (ii) The Investors may elect to purchase all or any portion of
the Available Shares by delivering a written notice (an "Election Notice") to
the Company within thirty (30) days after receipt of the Availability Notice
from the Company (such 30-day period being referred to herein as the "Investor
Election Period"); provided that if more than one Investor elects to purchase
any or all Available Shares of any type or class and the number of Available
Shares of such type or class is less than the aggregate number of Available
Shares of such type or class elected to be purchased by such electing Investors,
each Investor shall be entitled to purchase the lesser of (A) the number of
shares of such type or class such Investor has elected to purchase as indicated
in the Election Notice and (B) the number of shares of such type or class
obtained by multiplying the number of shares specified in the Availability
Notice by a fraction, the numerator of which is the number of shares of Common
Stock (on a fully-diluted basis) held by such Investor and the denominator of
which is the aggregate number of shares of Common Stock (on a fully-diluted
basis) held by all electing Investors. If any Available Shares of such type or
class remain after giving effect to such allocation, such allocation shall be
repeated until either all of the Available Shares of such type or class
requested to be purchased by the electing Investors have been so allocated or no
Available Shares of such type or class are available for purchase.

           (d) Supplemental Repurchase Notice. As soon as practicable, and in
any event within ten (10) days after the expiration of the Investor Election
Period, the Company shall, if necessary, notify Executive or each holder of
Repurchase Shares as to the number of

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shares being purchased from such holder by the Investors (the "Supplemental
Repurchase Notice"). At the time the Company delivers the Supplemental
Repurchase Notice to Executive or the holder(s) of Repurchase Shares, the
Company shall also deliver to the Investors written notice setting forth the
number of Repurchase Shares the Company and the Investors shall acquire, the
aggregate purchase price to be paid and the time and place of the closing of the
transaction.

           (e) Closing. The closing of the purchase of the Repurchase Shares
pursuant to this Section 9 shall take place on the date designated by the
Company in the Repurchase Notice or the Supplemental Repurchase Notice, as the
case may be, which date shall not be more than thirty (30) days after the
delivery of the later of such notices, as the case may be. The Company and/or
the Investors, as the case may be, may pay the purchase price for the Repurchase
Shares to be purchased pursuant to the Repurchase Option by delivery of (i) in
the case of the Company, (A) a cashier's or certified check payable to the
holder(s) of such shares or wire transfer of immediately available funds, (B) by
offsetting any amounts owed by Executive to the Company under the Executive Note
or any other indebtedness of Executive to the Company or its Affiliates
evidenced by a note or notes against the purchase price for such shares or (C)
any combination of (A) and (B) in the aggregate amount of the purchase price for
Repurchase Shares, (ii) in the case of the Investors, a cashier's or certified
check payable to the holder(s) of such shares or wire transfer of immediately
available funds, or (iii) in any such case, as the holder(s) of such shares and
the purchaser(s) thereof may otherwise agree. The Company and the Investors, as
the case may be, shall receive customary representations and warranties from
each seller of Repurchase Shares regarding the sale of the Repurchase Shares
(including representations and warranties that such sellers have authorized,
executed and delivered the applicable agreements, that such agreements are valid
and enforceable and that the purchaser shall obtain good title to such shares,
free and clear of all liens and encumbrances).

           (f) Termination of Repurchase Right. The right of the Company and the
Investors to repurchase shares of Repurchase Shares pursuant to this Section 9
shall terminate upon the consummation of a Change of Control.

           (g) Additional Restrictions on Transfer.

               (i)  All shares of Executive Stock are subject to the
restrictions on Transfer set forth in the Investor Rights Agreement.

               (ii) In addition to any other legend required pursuant to the
Investor Rights Agreement or otherwise, any certificate representing the
Executive Stock shall bear the following legend:

      "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON
      JUNE 6, 2002, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND JUNE NOT BE
      SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION

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      STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
      EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS
      CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER,
      CERTAIN REPURCHASE OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN
      EXECUTIVE AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER HEREOF
      DATED AS OF JUNE 6, 2002, AS AMENDED AND MODIFIED FROM TIME TO TIME AND
      THE INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF
      COMPANY STOCK DATED AS OF JUNE 6, 2002, AS AMENDED AND MODIFIED FROM TIME
      TO TIME. A COPY OF EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER
      HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."

               (iii) Except for transfers to Permitted Transferees, no holder of
Executive Stock may sell, transfer or dispose of any Executive Stock (except
pursuant to an effective registration statement under the Securities Act)
without first delivering to the Company an opinion (reasonably acceptable in
form and substance to the Company) of counsel experienced in federal securities
laws matters that registration is not required under the Securities Act or any
applicable state securities laws in connection with such transfer.

C.    EMPLOYMENT PROVISIONS

      10. Employment. Roundy's shall employ Executive, and Executive hereby
accepts employment with Roundy's, upon the terms and conditions set forth in
this Agreement for the period beginning on the Effective Date and ending as
provided in Section 13 hereof (the "Employment Period"). Executive's employment
shall be "at-will" and may be terminated by either party at any time subject to
the provisions contained herein.

      11. Position and Duties.

          (a) During the Employment Period, Executive shall serve as the Chief
Financial Officer of Roundy's and shall have the normal duties, responsibilities
and authority associated with such position subject to the power of the board of
directors of Roundy's (the "Board") to expand or limit such duties,
responsibilities and authority and to override actions of officers.

          (b) During the Employment Period, Executive (i) shall report to the
Chief Executive Officer, (ii) shall devote substantially all of Executive's
business time and attention (except for permitted vacation periods, periods of
illness or other incapacity), and other permitted absences for which senior
executive employees of Roundy's are generally eligible from time to time under
Roundy's policies) to the business and affairs of Roundy's and its Subsidiaries,
(iii) shall not engage in any other business activity without the prior written

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approval of the Board, and (iv) shall perform Executive's duties and
responsibilities hereunder to the best of Executive's abilities in a diligent,
trustworthy, businesslike and efficient manner.

     12.  Compensation and Benefits.

          (a) Base Salary. During the Employment Period, Executive's base salary
shall be $450,000 per annum or such other increased rate as the Board may
determine from time to time (as adjusted from time to time, the "Base Salary"),
which salary shall be payable by Roundy's in regular installments in accordance
with Roundy's general payroll practices (but in any event no less often than
payable in monthly installments).

          (b) Benefits. During the Employment Period, Executive shall be
entitled to five (5) weeks of paid vacation per annum and to participate in all
of Roundy's employee benefit programs for which senior executive employees of
Roundy's and its Subsidiaries are generally eligible.

          (c) Bonus. Executive shall be eligible to receive an annual bonus
following the end of each year during the Employment Period (the "Salary Bonus")
in accordance with the Salary Bonus Schedule attached hereto.

          (d) Business Expenses. During the Employment Period, Roundy's shall
reimburse Executive for all reasonable expenses incurred by him in the course of
performing his duties and responsibilities under this Agreement to the extent
consistent with Roundy's policies in effect from time to time with respect to
travel, entertainment and other business expenses for Roundy's senior
executives, subject to Roundy's reasonable requirements with respect to
reporting and documentation of such expenses.

          (e) Payroll Withholding. All amounts payable to Executive as
compensation hereunder shall be subject to all required withholding by Roundy's.

     13.  Term; Termination; Severance.

          (a) The Employment Period shall commence on the date hereof and shall
continue until the first to occur of (i) Executive's death or Incapacity; (ii) a
termination by Roundy's at any time with or without Cause; and (iii) a
termination by Executive at any time for any reason other than a termination for
Good Reason (a "Voluntary Termination"); provided, that the Employment Period
shall automatically terminate without action by either Roundy's or Executive on
the fifth anniversary of the Effective Date unless otherwise extended by mutual
agreement of Executive and Roundy's. Any termination of the Executive's
employment with Roundy's shall be a "Termination." The date of any termination
of Executive's employment with Roundy's shall be the "Termination Date."

          (b) Upon any Termination, Executive shall be entitled to receive
Executive's Base Salary earned through Executive's Termination Date, prorated on
a daily basis together with all accrued but unpaid vacation time earned by
Executive during the fiscal year in which such Termination occurs. Except as set
forth in Section 13(d), Executive shall not be entitled to

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receive Executive's Base Salary or any bonuses or other benefits from Roundy's
for any period after the Termination Date.

          (c) In the event Executive's employment is terminated by Roundy's with
Cause, upon a Voluntary Termination without Good Reason or upon Executive's
death or Incapacity, Roundy's shall have no obligation to make any severance or
other similar payment to or on behalf of Executive.

          (d) In the event that Executive's employment is terminated by Roundy's
without Cause, by Executive with Good Reason or because of Roundy's failure to
extend Executive's Employment Period hereunder beyond the then applicable
Employment Period, following such Termination and so long as Executive executes
and delivers to the Company within twenty-one (21) days following the
Termination Date the General Release in the form, subject to any changes that
may be reasonably required to effectuate a valid release/ waiver under the Age
Discrimination in Employment Act of 1967, of Annex D attached hereto, Roundy's
shall (i) pay Executive one year of his annual Base Salary (as in effect on the
Termination Date) and a prorated portion of any Salary Bonus, and (ii) continue
to provide Executive his existing health and welfare benefits until the first
anniversary of the Termination Date; provided, however, in the event that
Executive's employment is terminated within six (6) months following the
consummation of a Change of Control or Executive resigns within six (6) months
following the consummation of a Change of Control, Roundy's shall provide health
coverage to Executive (and Executive shall bear no more than 50% of the cost of
such health coverage for Executive and his eligible dependents) until the
earlier to occur of (x) Executive's attaining the age of 65, and (y) Executive's
employment with another company offering substantially similar health benefits
to Executive, provided that in the event Executive dies prior to attaining the
age of 65, Roundy's shall provide health coverage to Executive's spouse and his
eligible dependents until Executive's spouse attains the age of 65. For purposes
of the preceding sentence, the health coverage shall be substantially similar to
the health coverage provided by Roundy's to a similarly-situated executive
employee who has not incurred a termination of employment, and the cost of such
health coverage shall not exceed the amount determined under Section 604 of the
Employee Retirement Income Act of 1974, as amended (or any successor provision
thereto). Each severance payment hereunder shall be payable in accordance with
Roundy's normal payroll procedures and cycles and shall be subject to
withholding of applicable taxes and governmental charges in accordance with
federal and state law. After payment of the severance amounts described in this
Section 13(d), Roundy's shall have no obligation to make any further severance
or other payment to or on behalf of Executive except as otherwise expressly
contemplated hereby. Notwithstanding the foregoing, in the event that Executive
shall breach any of Executive's obligations under Sections 14, 15 or 16 of this
Agreement, then, in addition to any other rights that Roundy's may have under
this Agreement or otherwise, Roundy's shall be relieved from and shall have no
further obligation to pay Executive any amounts to which Executive would
otherwise be entitled pursuant to this Section 13; provided that in the event
Executive is either terminated or resigns within six (6) months following the
consummation of a Change of Control, Roundy's shall not be relieved from, and
shall be obligated to provide, health coverage that Executive is entitled to
receive pursuant to the terms of this Section 13; provided further that in order
for Roundy's to be relieved of any of its obligations

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pursuant to this Section 13, either Executive shall have agreed in writing that
a breach of his obligations under Sections 14, 15 or 16 has occurred, a court
shall have determined that a material breach of his obligations under Sections
14, 15 or 16 has occurred, or pursuant to Section 20(o) herein, an arbitrator
has determined that that a material breach of his obligations under Sections 14,
15 or 16 has occurred.

D.   ADDITIONAL AGREEMENTS

     14. Confidential Information. Executive acknowledges that by reason of
Executive's duties to and association with Roundy's and the Investors, Executive
has had and will have access to and has and will become informed of Confidential
Information. During the Employment Period, Executive agrees to keep in strict
confidence and not, directly or indirectly, make known, disclose, furnish, make
available or use, any Confidential Information, except for use in Executive's
regular authorized duties on behalf of Roundy's and the Investors. For a period
of three (3) years after the end of the Employment Period, Executive agrees to
keep in strict confidence and not, directly or indirectly, make known, disclose,
furnish, make available or use any Confidential Information in the Geographic
Area. Executive acknowledges and agrees that all documents and other property
including or reflecting Confidential Information furnished to Executive by
Roundy's or any of the Investors or otherwise acquired or developed by Roundy's
or any of the Investors or Executive or known by Executive shall at all times be
the sole and exclusive property of Roundy's and the Investors. During the
Employment Period and for a period of three (3) years thereafter, Executive
shall take all necessary and appropriate steps to safeguard Confidential
Information and protect it against disclosure, misappropriation, misuse, loss
and theft. Executive shall deliver to Roundy's at the termination of the
Employment Period, or at any other time Roundy's may request, all memoranda,
notes, plans, records, reports, computer tapes, printouts and software and other
documents and data (and copies thereof) relating to the Confidential
Information, Work Product or the business of Roundy's or any of the Investors
which Executive may then possess or have under Executive's control and shall
erase all embodiments of the Confidential Information from all storage devices.
If Executive is required to disclose Confidential Information pursuant to any
applicable law or court order, Executive shall provide Roundy's with prior
written notice of the requirement for disclosure that details the Confidential
Information to be disclosed and shall cooperate with Roundy's to preserve the
confidentiality of such information to the extent possible.

     15. Inventions and Patents.

         (a) Executive acknowledges that all Work Product is the exclusive
property of Roundy's. Executive hereby assigns all right, title and interest in
and to all Work Product to Roundy's. Any copyrightable works that fall within
Work Product will be deemed "works made for hire" under Section 201(b) of the
1976 Copyright Act, and Roundy's shall own all of the rights comprised in the
copyright therein; provided, however, that to the extent such works may not, by
operation of law, constitute "works made for hire," Executive hereby assigns to
Roundy's all right, title and interest therein.

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                                                                  EXECUTION COPY

         (b) Executive shall promptly and fully disclose all Work Product to
Roundy's and shall cooperate and perform at the expense of Roundy's all actions
reasonably requested by Roundy's (whether during or after the Employment Period)
to establish, confirm and protect Roundy's right, title and interest in such
Work Product. Without limiting the generality of the foregoing, Executive agrees
to assist Roundy's, at Roundy's expense, to secure Roundy's rights in the Work
Product in any and all countries, including the execution of all applications
and all other instruments and documents which Roundy's shall deem necessary in
order to apply for and obtain rights in such Work Product and in order to assign
and convey to Roundy's the sole and exclusive right, title and interest in and
to such Work Product. If Roundy's is unable because of Executive's mental or
physical incapacity or for any other reason (including Executive's refusal to do
so after request therefor is made by Roundy's) to secure Executive's signature
to apply for or to pursue any application for any United States or foreign
patents or copyright registrations covering Work Product belonging to or
assigned to Roundy's pursuant to Section 15(a) above, then Executive hereby
irrevocably designates and appoints Roundy's and each of its duly authorized
officers and agents as Executive's agent and attorney-in-fact to act for and in
Executive's behalf and stead to execute and file any such applications and to do
all other lawfully permitted acts to further the prosecution and issuance of
patents or copyright registrations thereon with the same legal force and effect
as if executed by Executive. Executive agrees not to apply for or pursue any
application for any United States or foreign patents or copyright registrations
covering any Work Product other than pursuant to this paragraph in circumstances
where such patents or copyright registrations are or have been or are required
to be assigned to Roundy's.

     16. Non-Compete, Non-Solicitation; Non-Interference.

         (a) Executive agrees that, during the Employment Period, Executive
shall not directly or indirectly own any interest in, manage, control,
participate in (whether as an officer, director, employee, partner, agent,
representative or otherwise), consult with, render services for, or in any other
manner engage in any business located in the Geographic Area, which is, directly
or indirectly, competitive with any business that the Company or any of its
Subsidiaries engages in or proposes to engage in during the Employment Period.

         (b) Executive agrees that, during the Noncompete Period, Executive
shall not, in any capacity that requires Executive to provide, in any material
respect, services, advice, and/or consultation similar to the services, advice
and/or consultation he provided on behalf of the Company or any of its
Subsidiaries during the Reference Period, manage, control, participate in
(whether as an officer, director, employee, partner, agent, representative or
otherwise), consult with, render services for, or in any manner engage in any
business located in the Geographic Area which is, directly or indirectly,
competitive with any business of the Company or any of its Subsidiaries.

         (c) Nothing herein shall prohibit Executive from being a passive owner
of not more than 2% of the outstanding securities of any class of a corporation
which is publicly traded, so long as Executive has no active participation in
the business of any such corporation.

                                       12



                                                                  EXECUTION COPY

         (d) During the Employment Period and the Noncompete Period, Executive
shall not directly or indirectly through another Person solicit or attempt to
solicit, induce or attempt to induce any employee, consultant, agent,
independent contractor or any other person otherwise engaged in a services or
business relationship (including, without limitation, any customer, supplier,
licensee, licensor or franchisee) with the Company or any of its Subsidiaries to
leave the employ of or terminate or otherwise adversely alter such person's
relationship with the Company or any of its Subsidiaries, or in any way
interfere with the relationship between the Company or any of its Subsidiaries
and any such person; provided, however, Executive shall not be prohibited from
engaging any such person (other than any employee, or any consultant or agent
providing services substantially on a full-time basis to the Company or any of
its Subsidiaries relating primarily to the Food Industries) which is also
engaged by the Company or any of its Subsidiaries so long as any such engagement
would not constitute a breach of this Section 16(d).

         (e) During the Employment Period and the Noncompete Period, Executive
shall not directly or indirectly through another Person hire or otherwise engage
services from any person who was an employee of the Company or any Subsidiary at
any time during the sixty (60) day period immediately preceding the Termination
Date.

         (f) During the Employment Period and the Noncompete Period, Executive
shall not directly or indirectly through another Person acquire or attempt to
acquire any business in the United States of America to which the Company or any
of its Subsidiaries has made an acquisition proposal during the Reference Period
relating to the possible acquisition of such business (an "Acquisition Target")
by the Company or any of its Subsidiaries, or take any action to induce or
attempt to induce any Acquisition Target to consummate any acquisition,
investment or other similar transaction with any Person other than the Company
or any of its Subsidiaries).

     17. Enforcement. If, at the time of enforcement of any covenant or
agreement contained in Section 14, 15 (a), 15(b), 16(a), 16(b), 16(d) or 16(e)
of this Agreement, a court shall hold that the duration, scope, or area
restrictions stated herein are unreasonable under circumstances then existing,
the parties hereto agree that the maximum period, scope or geographical area
reasonable under such circumstances shall be substituted for the stated period,
scope or area and that the court shall be allowed and directed to revise the
restrictions contained herein to cover the maximum period, scope and area
permitted by law. Because Executive's services are unique and because Executive
has access to Confidential Information and Work Product, the parties hereto
agree that monetary damages would not be an adequate remedy for any breach of
this Agreement. Therefore, in the event a breach or threatened breach of this
Agreement, Roundy's or its successors or assigns may, in addition to other
rights and remedies existing in their favor, apply to any court of competent
jurisdiction for specific performance and/or injunctive or similar relief in
order to enforce, or prevent any violations of, the provisions hereof; provided
that monetary damages for any breach of this Agreement shall be determined
pursuant to arbitration in accordance with Section 20(o) herein. In addition, in
the event of a breach or violation by Executive of any covenant or agreement in
Section 16(a), 16(b), 16(d) or 16(e), the Noncompete Period set forth in such
Section with respect to such covenant or agreement shall be tolled until such
breach or violation has been duly cured.

                                       13

18.



                                                                  EXECUTION COPY

     18.  Definitions.

          "Active Targets" means a company or a division of a company in the
Food Industries which either the Company or any of its Subsidiaries has spent a
significant amount of time investigating as a possible investment or acquisition
candidate.

          "Affiliate" of a Person means any other Person or investment fund
controlling, controlled by or under common control with the Person and, in the
case of a Person which is a partnership, any partner of the Person.

          "Agreement" has the meaning set forth in the Preamble.

          "Articles of Incorporation" means the Company's articles of
incorporation in effect at the time as of which any determination is being made.

          "Availability Notice" has the meaning set forth in Section 9(c)(i).

          "Available Shares" has the meaning set forth in Section 9(c).

          "Base Salary" has the meaning set forth in Section 10.

          "Board" has the meaning set forth in Section 11(a).

          "Cause" means (i) the commission by Executive of a felony or the
commission by Executive of fraud with respect to Roundy's, any of its
Subsidiaries or any of their customers or suppliers, and the fact of the
commission of the felony or fraud by Executive (A) causes financial or
reputational harm to Roundy's or any of its Subsidiaries, and (B) is determined
by the Board in its good faith, reasonable judgment, (ii) failure to perform
(other than due to Incapacity) duties of the office held by Executive as
reasonably directed by the Board which duties are within the control of
Executive, which failure, if curable, is not cured within fifteen (15) days
after notice thereof to Executive (for avoidance of doubt, a failure of Roundy's
or any of its Subsidiaries to achieve any level of financial performance,
targets or goals is not a breach of this provision), (iv) gross negligence or
willful misconduct with respect to Roundy's which causes financial or
reputational harm to Roundy's in the good faith determination of Roundy's Board,
or (v) any other breach of this Agreement, which breach, if curable, is not
cured within fifteen (15) days after written notice thereof to Executive
describing such breach with reasonable specificity. In the event that Executive
is terminated for Cause, Executive shall be entitled to deliver written notice
to Roundy's within fifteen (15) days following such termination demanding that
the determination of the existence of the commission of the felony or fraud by
Executive which served as the basis of his termination for Cause be determined
by arbitration in accordance with the procedures set forth in Section 20(o)
hereof. If the arbitrator determines that the commission of the felony or fraud
by Executive which served as the basis of his termination for Cause did not
exist, the termination shall be treated as a termination without Cause and
Roundy's shall promptly pay and provide to Executive the compensation payments
and other benefits that should have been made or provided since the Termination
Date and shall continue to pay and provide any compensation payments and
benefits that should continue to be provided in a

                                       14



                                                                  EXECUTION COPY

termination without Cause and Roundy's shall pay the fees and expenses of
Executive related to such arbitration. If the arbitrator determines that the
commission of the felony or fraud by Executive which served as the basis of his
termination for Cause did exist, Executive shall promptly pay the fees and
expenses of Roundy's related to such arbitration.

          "Change of Control" means (i) any "person" or "group" (as such terms
are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934),
other than an existing record or beneficial shareholder of the Company or
Roundy's, as the case may be, shall become the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act of 1934), directly or indirectly of
more than 50% of the outstanding capital stock of the Company or Roundy's, as
applicable (ii) consummation by the Company or Roundy's of a complete
liquidation, or sale or disposition by the Company or Roundy's, as the case may
be, of all or substantially all of it assets (determined on a consolidated
basis); or (iii) consummation of any consolidation or merger involving the
Company or Roundy's in which the Company or Roundy's, as the case may be, is not
the continuing or surviving entity or pursuant to which the capital stock of the
Company or Roundy's, as the case may be, is converted into cash, securities or
other property, other than a merger or consolidation of the Company or Roundy's
in which the beneficial owners of the capital stock of the Company or Roundy's,
as the case may be, outstanding immediately prior to the consolidation or merger
hold, directly or indirectly, at least a majority of the capital stock of the
surviving entity immediately after such consolidation or merger; provided,
however, that notwithstanding anything to the contrary contained herein, a
Change of Control shall be deemed not to have occurred in the event that the
Company or Roundy's has completed an initial public offering of its securities
pursuant to the Securities Act of 1933.

          "Code" means the Internal Revenue Code of 1986, as amended, and any
reference to any particular Code section shall be interpreted to include any
revision of or successor to that section regardless of how numbered or
classified.

          "Common Stock" has the meaning set forth in the Preamble.

          "Company" has the meaning set forth in the Preamble.

          "Confidential Information" means all information of a confidential or
proprietary nature (whether or not specifically labeled or identified as
"confidential"), in any form or medium, that is or was disclosed to, or
developed or learned by, Executive in connection with Executive's relationship
with the Company or any of its Affiliates prior to the date hereof or during the
Employment Period and that relates to the actual or anticipated business,
products, services, financing, research or development of the Company or any of
its Affiliates or their respective suppliers, distributors or customers.
Confidential Information includes, but is not limited to, the following: (i)
internal business information (including information relating to strategic and
staffing plans and practices, business, training, marketing, promotional and
sales plans and practices, cost, rate and pricing structures, accounting and
business methods); (ii) identities of, individual requirements of, specific
contractual arrangements with, information about and confidential and
proprietary information of any of the Company's or any of its

                                       15



                                                                  EXECUTION COPY

Affiliates' suppliers, distributors and customers; (iii) trade secrets,
compilations of data and analyses, techniques, systems, formulae, research,
records, reports, manuals, documentation, models, data and data bases relating
thereto; (iv) inventions, innovations, improvements, developments, methods,
designs, analyses, drawings, reports and all similar or related information
(whether or not patentable); and (v) Acquisition Targets and Active Targets.
Confidential Information shall not include information that (a) is or becomes
publicly known through no wrongful act or breach of obligation of
confidentiality; (b) was rightfully received by Executive from a third party
(other than any of the Company's Affiliates or any of the Company's or any of
its Affiliates' suppliers, distributors or customers) without a breach of any
obligation of confidentiality by such third party known to Executive or (c) was
known to Executive prior to his employment with Roundy's.

            "Dominick's" has the meaning set forth in Section 5(f).

            "Dominick's Agreement" has the meaning set forth in Section 5(f).

            "EBITDA" for any fiscal year means the consolidated net income of
Roundy's and its Subsidiaries for such year plus, to the extent deducted in
determining such net income, interest expense (including writeoff of debt
issuance costs or debt discount), provisions for federal, state or local taxes,
depreciation and amortization of any type, non-operating charges (including but
not limited to stock option compensation charges and related charges),
transactions costs related to the Share Exchange or any other acquisitions that
ordinarily would be capitalized but were not capitalized in such fiscal year),
calculated before extraordinary gains and losses and excluding any gains and
losses on the disposition on any of the assets (other than inventory sold in the
ordinary course of business) of Roundy's or any of its Subsidiaries, and
calculated in accordance with generally accepted accounting principles and
determined from the Roundy's audited annual financial statements for such year.
Notwithstanding the foregoing, in the event Roundy's or any of its Subsidiaries
consummates an acquisition or divesture within any fiscal year, the Board may,
acting reasonably and in good faith, adjust the Base Case for the fiscal year in
which such acquisition or divesture is consummated.

            "Effective Date" means the closing of the Share Exchange pursuant to
the terms and conditions set forth in the Share Exchange Agreement by and
between the Company and Roundy's.

            "Election Notice" has the meaning set forth in Section 9(c)(i).

            "Employment Period" has the meaning set forth in Section 10.

            "Executive" has the meaning set forth in the Preamble.

            "Executive Note" has the meaning set forth in Section 2.

            "Executive Stock" shall mean (i) the Vesting Shares and any other
Stock or equity securities hereafter acquired by Executive and (ii) any equity
securities issued or issuable directly or indirectly with respect to any of the
securities referred to in clause (i) above by way of

                                       16



                                                                  EXECUTION COPY

stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. Such stock
shall continue to be Executive Stock in the hands of any holder (except for the
Company, the Investors and transferees in a Public Sale consummated in
accordance with this Agreement and the Investor Rights Agreement), and except as
otherwise provided herein, each such other holder of Executive Stock shall
succeed to all rights and obligations attributable to Executive as a holder of
Executive Stock hereunder. Executive Stock shall include both vested and
unvested Executive Stock and shall include interests in the Company issued with
respect to Executive Stock including, without limitation, by way of any
recapitalization.

           "Fair Market Value" shall mean:

           (a) with respect to each share of Vesting Shares which is listed on
any stock exchange or quoted in the NASDAQ System or the over-the-counter
market, the average of the closing prices of the sale of any such share on all
stock exchanges on which such security may at the time be listed, or, if there
have been no sales on any such exchange on any day, the average of the highest
bid and lowest asked prices on all such exchanges at the end of such day, or, if
on any day such security is not so listed, the average of the representative bid
and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or,
if on any day such security is not quoted in the NASDAQ System, the average of
the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau
Incorporated, or any similar successor organization, in each such case averaged
over a period of 21 days consisting of the day as of which the Fair Market Value
is being determined and the 20 consecutive business days prior to such day; and

           (b) with respect to each Vesting Share which is not, as of the date
of determination, listed on any stock exchange or quoted in the NASDAQ System or
the over-the-counter market, the Fair Market Value thereof shall be the amount
which each such Vesting Share would receive upon a liquidating distribution, in
accordance with the Articles of Incorporation, of the proceeds of a sale of the
Company and its Subsidiaries as a going concern at market value as determined in
good faith mutually by the board of directors of the Company and Executive and
in accordance with the Articles of Incorporation and determined as of the
Termination Date, without any discount for minority interest; provided that if
the parties cannot agree on Fair Market Value within 30 days after the
Termination Date, the Fair Market Value will be decided by a mutually acceptable
independent investment bank and if the parties are unable to agree on such an
investment bank, one shall be chosen by lot from four nationally recognized
investment banks, two of which shall be designated by the Company and two of
which shall be designated by Executive. The determination of the investment bank
pursuant hereto shall be final and binding (absent fraud or manifest error) and
the fees and expenses of such investment bank shall be borne in proportion to
success by the Company, on the one hand, and Executive, on the other hand.

           "Food Industries" means the grocery, including wholesale and retail,
industries.

                                       17



                                                                  EXECUTION COPY

           "Geographic Area" means the States of Illinois, Indiana, Michigan,
Ohio, Wisconsin, any other state in which the Company or any of its Subsidiaries
conduct significant business after the date hereof, and any other state in which
an Active Target is located.

           "Good Reason" shall mean the resignation of Executive within six (6)
months following the occurrence of: (a) the relocation of Roundy's principal
executive offices anywhere outside the greater Milwaukee, Wisconsin area, unless
Executive agrees to such relocation; (b) if Executive is forced or required to
relocate; (c) the requirement that Executive report to anyone other than the
Board; (d) the removal of any titles of Executive specified in Section 10 hereof
unless Executive agrees to the removal of any such titles; (e) a material
reduction in the scope of Executive's authorities, duties or responsibilities;
(f) a material breach of Roundy's obligations under this Agreement, which
breach, if curable, is not cured within fifteen (15) days after written notice
thereof to Roundy's describing such breach with reasonable specificity; or (g) a
Change of Control. In the event that Executive terminates his employment for
Good Reason, the Company shall be entitled to deliver written notice to
Executive within fifteen (15) days following such termination demanding that the
determination of the existence of Good Reason be determined by arbitration in
accordance with the procedures set forth in Section 20(o) hereof. If the
arbitrator determines that Good Reason did not exist, the termination shall be
treated as a Voluntary Termination and Roundy's shall have no obligations to pay
or provide to Executive the compensation payments and other benefits to which he
would have otherwise been entitled to pursuant to a Termination for Good Reason.
If the arbitrator determines that Good Reason did exist, in addition to the
compensation payments and other benefits payable to Executive based on a
termination for Good Reason, Roundy's shall pay the fees and expenses of
Executive related to such arbitration.

           "Incapacity" means the disability of Executive caused by any physical
or mental injury, illness or incapacity as a result of which Executive is unable
to effectively perform the essential functions of Executive's duties as
determined by the board of directors of Roundy's in good faith, for a period of
ninety (90) consecutive days or a period of 120 days during any 180-day period.

           "Investor Election Period" has the meaning set forth in Section
9(c)(ii).

           "Investor Rights Agreement" has the meaning set forth in the
Preamble.

           "Investors" has the meaning set forth in the Preamble.

           "Noncompete Period" means the one (1) year period following the
Termination Date.

           "Original Cost" of any share of Executive Stock means the price paid
by Executive for such share of Executive Stock (as appropriately adjusted for
stock splits, stock combinations and similar events).

           "Permitted Transferee" means any permitted transferee of Stock
pursuant to a transfer in accordance with Section 2D of the Investor Rights
Agreement.

                                       18



                                                                  EXECUTION COPY

           "Person" means an individual or a corporation, partnership, limited
liability company, trust, unincorporated organization, association or other
entity.

           "Preferred Stock" has the meaning set forth in the Preamble.

           "Public Sale" means any sale pursuant to a registered public offering
under the Securities Act or any sale to the public through a broker, dealer or
market maker pursuant to the provisions of Rule 144 adopted under the Securities
Act.

           "Reference Period" means the one (1) year period immediately
preceding the Termination Date.

           "Repurchase Notice" has the meaning set forth in Section 9(b).

           "Repurchase Option" has the meaning set forth in Section 9(a).

           "Repurchase Shares" shall mean (i) the Vesting Shares and (ii) any
equity securities issued or issuable directly or indirectly with respect to any
of the securities referred to in clause (i) above by way of stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization. Such stock shall continue to be
Repurchase Shares in the hands of any holder (except for the Company, the
Investors and transferees in a Public Sale consummated in accordance with the
Investor Rights Agreement), and except as otherwise provided herein, each such
other holder of Repurchase Shares shall succeed to all rights and obligations
attributable to Executive as a holder of Repurchase Shares hereunder. Repurchase
Shares shall include both Vested and Unvested Repurchase Shares and shall
include interests in the Company issued with respect to Repurchase Shares
including, without limitation, by way of any recapitalization.

           "Roundy's" has the meaning set forth in the Preamble.

           "Salary Bonus" has the meaning set forth in Section 12(c).

           "Securities Act" means the Securities Act of 1933, as amended from
time to time.

           "Share Exchange Agreement" means that certain Share Exchange
Agreement dated as of April 8, 2002 by and between the Company and Roundy's.

           "Stock" has the meaning set forth in the Preamble.

           "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity (other than
a corporation), a majority of

                                       19



                                                                  EXECUTION COPY

partnership or other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by any Person or one or more Subsidiaries of
that Person or a combination thereof. For purposes hereof, a Person or Persons
shall be deemed to have a majority ownership interest in a limited liability
company, partnership, association or other business entity (other than a
corporation) if such Person or Persons shall be allocated a majority of limited
liability company, partnership, association or other business entity gains or
losses or shall be or control any managing director or general partner of such
limited liability company, partnership, association or other business entity.
For purposes hereof, references to a "Subsidiary" of the Company shall be given
effect only at such times that the Company has one or more Subsidiaries, and,
unless otherwise indicated, the term "Subsidiary" refers to a Subsidiary of the
Company.

           "Supplemental Repurchase Notice" has the meaning set forth in Section
9(d).

           "Termination" has the meaning set forth in Section 13(a).

           "Termination Date" has the meaning set forth in Section 13(a).

           "Transfer" has the meaning given such term in the Investor Rights
Agreement.

           "Unvested Repurchase Shares" shall mean (i) Repurchase Shares which
have not become vested and (ii) any equity securities issued or issuable
directly or indirectly with respect to any of the securities referred to in
clause (i) above by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. Such stock shall continue to be Unvested Repurchase Shares in
the hands of any holder (except for the Company, the Investors and transferees
in a Public Sale consummated in accordance with the Investor Rights Agreement),
and except as otherwise provided herein, each such other holder of Unvested
Repurchase Shares shall succeed to all rights and obligations attributable to
Executive as a holder of Unvested Repurchase Shares hereunder.

           "Unvested Shares" has the meaning set forth in Section 8.

           "Vested Repurchase Shares" shall mean (i) Repurchase Shares which
have become vested and (ii) any equity securities issued or issuable directly or
indirectly with respect to any of the securities referred to in clause (i) above
by way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. Such
stock shall continue to be Vested Repurchase Shares in the hands of any holder
(except for the Company, the Investors and transferees in a Public Sale
consummated in accordance with the Investor Rights Agreement), and except as
otherwise provided herein, each such other holder of Vested Repurchase Shares
shall succeed to all rights and obligations attributable to Executive as a
holder of Vested Repurchase Shares hereunder.

           "Vested Shares" has the meaning set forth in Section 8.

           "Vesting Shares" has the meaning set forth in Section 1.

           "Voluntary Termination" has the meaning set forth in Section 13(a).

                                       20



                                                                  EXECUTION COPY

               "Work Product" means all inventions, innovations, improvements,
developments, methods, processes, designs, analyses, drawings, reports and all
similar or related information (whether or not patentable or reduced to practice
or comprising Confidential Information) and any copyrightable work, trade mark,
trade secret or other intellectual property rights (whether or not comprising
Confidential Information) and any other form of Confidential Information, any of
which relate to Roundy's or any of its Affiliates' actual or anticipated
business, research and development or existing or future products or services
and which were or are conceived, reduced to practice, contributed to, developed,
made or acquired by Executive (whether alone or jointly with others) while
employed (both before and after the date hereof) by Roundy's (or its
predecessors, successors or assigns) and its Affiliates.

         19.   Notices. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipients at the address indicated
below:

         If to Executive:             175 Pembroke Drive
                                      Lake Forest, IL 60045


         with a copy to:              Katten Muchin Zavis Rosenman
                                      525 West Monroe
                                      Chicago, IL 60661
                                      Attn:    Walter S. Weinberg

         If to the Company:           c/o Willis, Stein & Partners III, L.P.
                                      One North Wacker Drive, Suite 4800
                                      Chicago, IL 60606
         Attn:  Mark P. Michaels

         with a copy to:

         and                          Kirkland & Ellis
                                      200 East Randolph Drive
                                      Chicago, IL 60601
                                      Attn:    John A. Weissenbach
                                               David H.C. Lee

         If to the Investors:         Willis, Stein & Partners III, L.P.
                                      One North Wacker Drive, Suite 4800
                                      Chicago, IL 60606
                                      Attn:    Mark P. Michaels

                                       21



                                                                  EXECUTION COPY

         with a copy to               Kirkland & Ellis
                                      200 East Randolph Drive
                                      Chicago, IL 60601
                                      Attn:    John A. Weissenbach
                                               David H.C. Lee

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been duly given or made as
follows: (a) if sent by registered or certified mail in the United States,
return receipt requested, upon actual receipt; (b) if sent by reputable
overnight air courier (such as DHL or Federal Express), two business days after
being so sent; (c) if sent by telecopy or facsimile transmission (and receipt is
confirmed), when transmitted at or before 5:00 p.m. local time at the location
of receipt on a business day, and if received after 5:00 p.m. or on a day other
than a business day, on the next following business day, but only if also sent
by reputable overnight air courier within one business day following
transmission; or (d) if otherwise actually personally delivered, when so
delivered.

         20.   General Provisions

               (a)   Transfers in Violation of Agreement. Any Transfer or
attempted Transfer of any Executive Stock in violation of any provision of this
Agreement or the Investors Rights Agreement shall be void, and the Company shall
not record such Transfer on its books or treat any purported transferee of such
Executive Stock as the owner of such Executive Stock for any purpose.

               (b)   Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. The parties
specifically acknowledge and agree that each covenant and agreement contained in
Section 14, 15(a), 15(b), 16(a), 16(b), 16(d) or 16(e) of this Agreement is
separate and independent.

               (c)   Complete Agreement. This Agreement, those documents
expressly referred to herein and other documents of even date herewith embody
the complete agreement and understanding among the parties and supersede and
preempt any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in
any way (including, without limitation, any employment agreement or similar
agreement assumed by Roundy's or its Affiliates and Executive, which is hereby
terminated).

                                       22



                                                                  EXECUTION COPY

               (d)   Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

               (e)   Successors and Assigns. Except as otherwise provided
herein, this Agreement shall bind and inure to the benefit of and be enforceable
by Executive, the Company, Roundy's, the Investors and their respective
successors and assigns; provided that the rights and obligations of Executive
under this Agreement shall not be assignable except in connection with a
permitted transfer of Executive Stock hereunder or under the Investor Rights
Agreement; and provided further that no assignment by Executive of any rights
hereunder shall relieve Executive of any obligations hereunder.

               (f)   Governing Law. The corporate law of the State of Delaware
will govern all issues concerning the relative rights of the Company and its
stockholders. All other issues concerning this Agreement shall be governed by
and construed in accordance with the laws of the State of Wisconsin without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Wisconsin or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the State of Wisconsin.

               (g)   Remedies. Each of the parties to this Agreement shall be
entitled to enforce its rights under this Agreement specifically, to recover
damages and costs (including reasonable attorney's fees) caused by any breach of
any provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages would not be
an adequate remedy for any breach of the provisions of this Agreement and that
any party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or deposit) for specific
performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.

               (h)   Survival. The provisions set forth in Section 4, Section 9
and Sections 13 through 20 shall survive and continue in full force and effect
in accordance with their terms notwithstanding any termination of the Employment
Period.

               (i)   Amendment and Waiver. The provisions of this Agreement may
be amended and waived only with the prior written consent of the Company,
Executive and Investors owning a majority of the Stock on a fully-diluted basis
held by all Investors.

               (j)   Third-Party Beneficiaries. The parties hereto acknowledge
and agree that the Investors are third party beneficiaries of this Agreement.
This Agreement will inure to the benefit of and be enforceable by the Investors
and their respective successors and assigns, subject to amendment or waiver as
provided in subparagraph (i) foregoing.

               (k)   Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto,

                                       23



                                                                  EXECUTION COPY

and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provisions of this Agreement.

               (l)   Other Laws. Nothing in this Agreement shall be construed to
limit or negate any common or statutory law, including, without limitation, any
laws of fiduciary duties, torts or trade secrets, where it provides the parties
hereunder with broader protection than that provided herein.

               (m)   Joint and Several Liability. The Company and Roundy's shall
be jointly and severally liable to the Executive for all obligations of the
Company and/or Roundy's under this Agreement.

               (n)   Expenses. Roundy's shall pay the reasonable fees and
expenses, including reasonable attorneys' fees, incurred by Executive in
connection with the preparation, negotiation, execution and delivery of this
Agreement, the Securities Purchase Agreement and the other agreements entered
into in connection herewith or therewith.

               (o)   Arbitration. In the event of any controversy among the
parties hereto arising out of, or relating to, this Agreement, which cannot be
settled amicably by the parties, such controversy shall be finally, exclusively
and conclusively settled by mandatory arbitration conducted expeditiously in
accordance with the American Arbitration Association rules for employment
disputes, by a single independent arbitrator; provided that notwithstanding the
foregoing Roundy's shall be entitled to seek a temporary restraining order and
any other injunctive relief, from a court of competent jurisdiction, restraining
Executive from committing or continuing any violation of Sections 14, 15 or 16
herein; provided further that monetary damages for any breach of this Agreement
shall be determined pursuant to this Section 20(o). If the parties are unable to
agree on the selection of an arbitrator, then any party may petition the
American Arbitration Association for the appointment of an arbitrator, which
appointment shall be made within ten (10) days of the petition therefore. Either
the Company or Executive may institute such arbitration proceeding by giving
written notice to the other party. A hearing shall be held by the arbitrator in
the City of Chicago, Illinois within thirty (30) days of his or her appointment.
In preparation for their presentation at such hearing, each party may depose a
maximum of four people. Each such deposition shall last no more than six (6)
hours. Each side may file with the arbitrator one brief not in excess of thirty
(30) pages, excluding exhibits. Each side shall have no more than eight (8)
hours to present its position to the arbitrator. The hearing shall be no more
than three (3) days in length. The decision of the arbitrator shall be final and
binding upon all parties hereto and shall be rendered pursuant a written
decision which contains a detailed recital of the arbitrator's reasoning.
Judgment upon the award rendered may be entered in any court having jurisdiction
thereof.

                                     * * * *

                                       24




                                                                  EXECUTION COPY

               IN WITNESS WHEREOF, the parties hereto have executed this
Executive Agreement on the date first written above.

                                         ROUNDY'S ACQUISITION CORP.

                                         By: /s/ Mark P. Michaels
                                             -----------------------------------
                                         Its: VP & Secretary
                                              ----------------------------------

                                         ROUNDY'S, INC.


                                         By: /s/ Edward G. Kitz
                                             -----------------------------------
                                         Its: VP, Secretary & Treasurer
                                              ----------------------------------

                                         EXECUTIVE:

                                         /s/ Darren W. Karst
                                         ---------------------------------------



                                                                  EXECUTION COPY

                              Salary Bonus Schedule

         Executive shall be entitled to receive the following Salary Bonus for
each fiscal year beginning in fiscal year 2002, which Salary Bonus shall be paid
at the time the independent audit of Roundy's financial statements for such
fiscal year is completed:

         (a)   Fiscal Year 2002:

         For fiscal year 2002 Executive shall be entitled to receive a Salary
Bonus as set forth below:

                 ---------------------------------------------
                  % of Base Salary to
                      be Received as          % of 2002 Base
                      Salary Bonus             Case Achieved
                 ---------------------------------------------
                          100%                     105%
                 ---------------------------------------------
                           97%                     104%
                 ---------------------------------------------
                           94%                     103%
                 ---------------------------------------------
                           91%                     102%
                 ---------------------------------------------
                           88%                     101%
                 ---------------------------------------------
                           85%                     100%
                 ---------------------------------------------
                           79%                      99%
                 ---------------------------------------------
                           73%                      98%
                 ---------------------------------------------
                           67%                      97%
                 ---------------------------------------------
                           61%                      96%
                 ---------------------------------------------
                           55%                      95%
                 ---------------------------------------------
                           49%                      94%
                 ---------------------------------------------
                           43%                      93%
                 ---------------------------------------------
                           37%                      92%
                 ---------------------------------------------
                           31%                      91%
                 ---------------------------------------------
                           25%                      90%
                 ---------------------------------------------
                            0%                     *90%
                 ---------------------------------------------

* Denotes less than

         "2002 Base Case" means for fiscal year 2002, EBITDA for the twelve
month period ended December 31, 2002 equal to $127,600,000.

         (b)   Fiscal Years 2003 -2007:

         For each of fiscal years 2003 through 2007 Executive shall be entitled
to a Salary Bonus as set forth below:



                                                                  EXECUTION COPY

               -----------------------------------------------
                  % of Base Salary to      % of Fiscal Year
                     be Received as           Base Case
                     Salary Bonus              Achieved
               -----------------------------------------------
                           100%                 110%
               -----------------------------------------------
                            99%                 109%
               -----------------------------------------------
                            98%                 108%
               -----------------------------------------------
                            97%                 107%
               -----------------------------------------------
                            96%                 106%
               -----------------------------------------------
                            95%                 105%
               -----------------------------------------------
                            94%                 104%
               -----------------------------------------------
                            93%                 103%
               -----------------------------------------------
                            92%                 102%
               -----------------------------------------------
                            91%                 101%
               -----------------------------------------------
                            90%                 100%
               -----------------------------------------------
                         85.57%                  99%
               -----------------------------------------------
                         81.33%                  98%
               -----------------------------------------------
                            77%                  97%
               -----------------------------------------------
                         72.67%                  96%
               -----------------------------------------------
                         68.33%                  95%
               -----------------------------------------------
                            64%                  94%
               -----------------------------------------------
                         59.67%                  93%
               -----------------------------------------------
                         55.33%                  92%
               -----------------------------------------------
                            51%                  91%
               -----------------------------------------------
                         46.67%                  90%
               -----------------------------------------------
                         42.33%                  89%
               -----------------------------------------------
                            38%                  88%
               -----------------------------------------------
                         33.67%                  87%
               -----------------------------------------------
                         29.33%                  86%
               -----------------------------------------------
                            25%                  85%
               -----------------------------------------------
                             0%                 *85%
               -----------------------------------------------

* Denotes less than

         For each fiscal year, the "Base Case" shall be an amount equal to the
projected EBITDA set forth in Roundy's budget for such fiscal year, as
determined by the Board acting reasonably and in good faith. Notwithstanding the
foregoing, in the event Roundy's or any of its Subsidiaries consummates an
acquisition or divesture within any fiscal year, the Board may, acting
reasonably and in good faith, adjust the Base Case for the fiscal year in which
such acquisition or divesture is consummated.

                                       2



                                                                  EXECUTION COPY

                             SECURED PROMISSORY NOTE

$209,667                                                            June 6, 2002


         For value received, Darren W. Karst ("Executive") promises to pay to
Roundy's Acquisition Corp., a Delaware corporation (the "Company"), the
aggregate principal sum of $209,667 together with interest thereon calculated
from the date hereof (the "Date of Issuance") in accordance with the provisions
of this Secured Promissory Note (this "Note"). This Note was issued pursuant to
and is subject to the terms of that certain Executive Agreement (the "Executive
Agreement"), dated as of June 4, 2002, by and between the Company and Executive.
Any capitalized terms used herein and not defined shall have the meaning
assigned to them in the Executive Agreement.

     1.  Payment and Capitalization of Interest

         (a) Interest shall accrue on the outstanding principal amount of this
Note (including any portion thereof which is Capitalized Interest) at a rate
equal to the lesser of (i) a rate which shall equal 4.74% and (ii) the highest
rate permitted by applicable law. On each anniversary of the Date of Issuance (a
"Capitalization Date") on which any portion of the unpaid principal amount of
this Note remains outstanding, all accrued interest as of such date shall be
capitalized and made part of the unpaid principal amount hereunder as of such
date (the "Capitalized Interest"). Interest shall be computed on the basis of a
365-day year and the actual number of days elapsed. Any accrued interest
(including Capitalized Interest) which for any reason has not theretofore been
paid shall be paid in full on the date on which the final principal payment on
this Note is paid.

     2.  Payment of Principal on Note

         (a)   Scheduled Payments. Executive shall pay the entire principal
amount of this Note (including any portion thereof which is Capitalized
Interest), plus all accrued and unpaid interest, on the later to occur of (i)
the fifth anniversary of the Date of Issuance and (ii) the end of the Employment
Period (the "Maturity Date").

         (b)   Voluntary Prepayment. Executive may prepay, at any time and from
time to time, without premium or penalty, all or any portion of the outstanding
principal amount of this Note plus all accrued and unpaid interest thereon.

         (c)   Mandatory Prepayment. Executive shall prepay, without premium or
penalty, amounts due under this Note as follows:

               (i)   Immediately upon receipt of any cash proceeds Executive
receives in connection with Executive's ownership of the Company's Stock,
Executive shall prepay an amount of this Note equivalent to the amount of all
such cash proceeds (net of any expenses and



                                                                  EXECUTION COPY

taxes payable with respect to the transaction in which such proceeds were
received) received up to the amount of principal and unpaid interest due
hereunder.

                (ii)   Upon the consummation of a Change of Control prior to the
Maturity Date, this Note shall be immediately due and payable and Executive
shall prepay all of the outstanding principal amount of this Note, plus all
accrued and unpaid interest thereon, as of the date of the consummation of such
Change of Control.

                (iii)  If Executive's employment by Roundy's terminates for any
reason, this Note shall be immediately due and payable and Executive shall
prepay all of the outstanding principal amount of this Note, plus all accrued
and unpaid interest thereon, as of the date of such termination.

     3.   Collateral. The amounts due under this Note are secured by a pledge of
the Executive Stock, pursuant to a certain Stock Pledge Agreement, dated as of
the date hereof, by and between Executive and Company (the "Pledge Agreement").

     4.   Limited Recourse as to Principal. Executive shall have full personal
liability for all accrued and unpaid interest (including Capitalized Interest)
under this Note. Notwithstanding anything to the contrary herein, the Company
hereby agrees that Executive shall not have personal liability with respect to
any amounts owed under this Note, except as set forth in this paragraph and
except for the Company's rights of set off as set forth in Section 9(e) of the
Executive Agreement. Executive shall have personal liability under this Note for
the principal amount of this Note, but in no event shall such liability exceed
the Aggregate Recourse Amount determined as of the time of the Company's claim,
and only to the extent of any shortfall in repayment after any collateral which
secures this Note shall have been realized upon. "Aggregate Recourse Amount"
means as of any time an amount equal to (A) 50% of the aggregate original
principal amount of this Note, minus (B) the aggregate amount of all principal
and interest payments made under this Note from the Date of Issuance of this
Note through such time, including payments incident to Executive's declaring
bankruptcy. Nothing in this paragraph 4, however, shall affect any of the
Company's rights under the Pledge Agreement.

     5.   Miscellaneous

          (a)   In the event Executive fails to pay any amounts due hereunder
when due, Executive shall pay to the holder hereof, in addition to such amounts
due, all costs of collection, including reasonable attorneys fees.

          (b)   Executive, or his successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, demand,
dishonor and nonpayment of this Note, and expressly agrees that this Note, or
any payment hereunder, may be extended from time to time and that the holder
hereof may accept security for this Note or release security for this Note, all
without in any way affecting the liability of Executive hereunder.

          (c)   This Note shall be governed by the internal laws, not the laws
of conflicts, of the State of Delaware.

                                       2



                                                                  EXECUTION COPY

                                    * * * * *

                                       3



                                                                  EXECUTION COPY

               IN WITNESS WHEREOF,  Executive has executed and delivered this
Executive Promissory Note as of the date first written above.




                                         EXECUTIVE:

                                         /s/ Darren W. Karst
                                         ---------------------------------------


                      [Signature Page to Promissory Note]




                                                                  EXECUTION COPY

                             STOCK PLEDGE AGREEMENT

               THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of June
6, 2002, by and between Darren W. Karst ("Pledgor") and Roundy's Acquisition
Corp., a Delaware corporation (the "Company"). Any capitalized terms used herein
but not defined shall have the meanings assigned to them in the Executive
Agreement.

               The Company and Pledgor are parties to an Executive Agreement
(the "Executive Agreement"), dated as of June 4, 2002, pursuant to which the
Company is selling to Pledgor 2,096.67 shares of the Company's Common Stock (the
"Pledged Interests"), all of which are pledged pursuant to this Agreement, and
the Company has permitted the Pledgor to pay the purchase price therefor by
delivery to the Company of a promissory note (the "Note") in the aggregate
principal amount of $209,667. This Agreement provides the terms and conditions
upon which the Note is secured by a pledge to the Company of the Collateral (as
defined below).

               NOW, THEREFORE, in consideration of the premises contained herein
and other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, and in order to induce the Company to accept the Note
as payment for the Pledged Interests, Pledgor and the Company hereby agree as
follows:

       1.      Pledge. Pledgor hereby pledges to the Company, and grants to the
Company a security interest in, the Pledged Interests and any related rights to
payment, profits, distributions thereon, as the case may be, and all proceeds
thereof, including any securities and moneys received (collectively the
"Collateral"), whether now existing or acquired, as security for the prompt and
complete payment when due of the unpaid principal of and interest on the Note
and full payment and performance of the obligations and liabilities of Pledgor
hereunder (including reasonable costs and attorneys fees associated with
enforcement hereunder).

       2.      Delivery of Pledged Interests. Pledgor agrees to deliver to the
Company any certificates or instruments representing the Pledged Interests or
other Collateral, duly endorsed in blank or accompanied by undated stock powers
duly executed in blank by such Pledgor or such other instruments of transfer as
are acceptable to the Company.

       3.      Uncertificated Stock. To the extent that the Pledged Interests or
other Collateral are uncertificated securities, Pledgor agrees to take all
actions required to perfect the security interest of the Company in such
Collateral under applicable law. The Pledgor further agrees to take such actions
as the Company deems necessary or desirable to effect the foregoing and to
permit the Company to exercise any of its rights and remedies hereunder.

       4.      Other Collateral. The Pledgor agrees that the Company may file
UCC Financing Statements in those jurisdictions which the Company determines
necessary or appropriate to perfect the security interests of the Company in any
of the Collateral and to take such other



                                                                  EXECUTION COPY

action as the Company deems necessary or desirable to perfect the security
interests of the Company herein described.

       5.      Voting Rights; Cash Distribution. Notwithstanding anything to the
contrary contained herein, during the term of this Agreement until such time as
there exists a default in the payment of principal or interest on the Note or
any other default under the Note or hereunder, to the extent the Pledged
Interests have become vested in accordance with the Executive Agreement, Pledgor
shall be entitled to all voting rights with respect to the Pledged Interests and
shall be entitled to receive all cash distributions paid in respect of the
Pledged Interests. Upon the occurrence of and during the continuance of any such
default, at the option of the Company and upon notice by the Company to the
Pledgor, Pledgor shall not be able to vote the Pledged Interests, such voting
rights with respect thereto shall be exercisable by the Company and the Company
shall retain all such cash distributions payable on the Pledged Interests as
additional security hereunder. In furtherance of the Company's rights under this
Section, the Pledgor shall execute and deliver to the Company, or cause to be
executed and delivered to the Company, all such proxies, powers of attorney, and
other instruments as the Company may reasonably request for the purpose of
enabling the Company to exercise the voting rights which it is entitled to
exercise or refrain from exercising pursuant to this Section 5.

       6.      Other Distributions, etc. If, while this Agreement is in effect,
Pledgor becomes entitled to receive or receives any securities or other property
in addition to, in substitution of, or in exchange for any of the Pledged
Interests (whether as a distribution in connection with any recapitalization,
reorganization or reclassification), Pledgor shall accept such securities or
other property on behalf of and for the benefit of the Company as additional
security for Pledgor's obligations under the Note and shall promptly deliver
such additional security to the Company together with duly executed forms of
assignment, and such additional security shall be deemed to be part of the
Pledged Interests hereunder.

       7.      Default. If Pledgor (a) defaults in the payment of the principal
under the Note when it becomes due (whether upon demand, acceleration or
otherwise) or any other event of default under the Note or this Agreement occurs
(including, without limitation, the bankruptcy or insolvency of Pledgor) or (b)
defaults in the payment of interest or any other amount related to the Note, the
Company may (following five (5) days' notice to Executive, during which the
default is not cured) exercise any and all the rights, powers and remedies of
any owner of the Pledged Interests (including the right to vote the Pledged
Interests and receive any distributions with respect to such Pledged Interests)
and shall have and may exercise without demand any and all the rights and
remedies granted to a secured party upon default under the Uniform Commercial
Code of Delaware or otherwise available to the Company under applicable law.
Without limiting the foregoing, after the occurrence of and during the
continuance of a default, the Company is authorized to sell, assign and deliver
at its discretion, from time to time, all or any part of the Collateral at any
private sale or public auction, on not less than ten (10) days' written notice
to Pledgor, at such price or prices and upon such terms as the Company may deem
advisable. Pledgor shall have no right to redeem the Collateral after any such
sale or assignment. At any such sale or auction, the Company may bid for, and
become the purchaser of, the whole or any part of the Pledged Interests offered
for sale. In case of any such sale, after deducting the

                                       2



                                                                  EXECUTION COPY

costs, attorneys' fees and other expenses of sale and delivery, the remaining
proceeds of such sale shall be applied to the principal of and accrued interest
on the Note and other amounts related thereto (including costs, attorneys' fees
associated with enforcement hereof); provided that after payment in full of the
indebtedness evidenced by the Note, the balance of the proceeds of sale then
remaining shall be paid to Pledgor and Pledgor shall be entitled to the return
of any of the Pledged Interests remaining in the hands of the Company. Pledgor
shall be liable for any deficiency (but only to the extent liable therefor under
the Note) if the remaining proceeds are insufficient to pay the indebtedness
under the Note in full, including the fees of any attorneys employed by the
Company to collect such deficiency.

       8.      Costs and Attorneys' Fees. All costs and expenses (including
reasonable attorneys' fees) incurred in exercising any right, power or remedy
conferred by this Agreement or in the enforcement thereof, shall become part of
the indebtedness secured hereunder and shall be repaid from the proceeds of the
sale of the Pledged Interests hereunder.

       9.      Payment of Indebtedness and Release of Pledged Interests. Upon
payment in full of the indebtedness evidenced by the Note and any amounts owed
hereunder, the Company shall take all necessary action required to release any
security interests the Company has with respect to the Collateral.

       10.     No Other Liens; No Sales or Transfers. Pledgor hereby represents
and warrants that Pledgor has good and valid title to all of the Collateral,
free and clear of all liens, security interests and other encumbrances (other
than pursuant to the Investor Rights Agreement or the Executive Agreement ), and
Pledgor hereby covenants that, until such time as all of the outstanding
principal of and interest on the Note and amounts due and owing hereunder have
been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any
pledge, security interest, encumbrance, lien or charge of any kind against the
Collateral or Pledgor's rights or a holder thereof, other than pursuant to the
Executive Agreement or this Agreement, or (ii) sell or otherwise transfer any of
the Collateral or any interest therein (other than pursuant to the Executive
Agreement or the Investor Rights Agreement).

       11.     Further Assurances. Pledgor agrees that at any time and from time
to time upon the written request of the Company, Pledgor shall execute and
deliver such further documents (including UCC financing statements) and do such
further acts and things as the Company may reasonably request to effect the
purposes of this Agreement.

       12.     Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

       13.     No Waiver; Cumulative Remedies. The Company shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Company, and then only to the extent therein set forth. A waiver by the
Company of any right or remedy hereunder on any one

                                       3



                                                                  EXECUTION COPY

occasion shall not be construed as a bar to any right or remedy which the
Company would otherwise have on any future occasion. No failure to exercise nor
any delay in exercising on the part of the Company, any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights or remedies provided by law.

       14.     Waivers, Amendments; Applicable Law. None of the terms or
provisions of this Agreement may be waived, altered, modified or amended except
by an instrument in writing, duly executed by the parties hereto. This Agreement
and all obligations of the Pledgor hereunder shall together with the rights and
remedies of the Company hereunder, inure to the benefit of the Company and its
successors and assigns. This Agreement shall be governed by, and be construed
and interpreted in accordance with, the laws of the State of Delaware, without
giving effect to any applicable principles of conflicts of laws.

                                    * * * * *

                                       4



                                                                  EXECUTION COPY

                IN WITNESS WHEREOF, this Stock Pledge Agreement has been
executed as of the date first above written.

                                      EXECUTIVE:

                                      /s/ Darren W. Karst
                                      ------------------------------------------

                                      ROUNDY'S ACQUISITION CORP.


                                      By: /s/ Mark P. Michaels
                                          --------------------------------------

                                      Its: VP & Secretary
                                           -------------------------------------

                   [Signature Page to Stock Pledge Agreement]





                                                                  EXECUTION COPY



                                                                    June 6, 2002


                       ELECTION TO INCLUDE STOCK IN GROSS
                     INCOME PURSUANT TO SECTION 83(b) OF THE
                              INTERNAL REVENUE CODE

               On June 6, 2002 (the "Effective Date"), the undersigned purchased
from Roundy's Acquisition Corp., a Delaware corporation (the "Company"),
2,096.67 shares of Common Stock of the Company, par value $.01 per share
("Executive Securities"). Under certain circumstances, the Company and/or
certain of the Company's stockholders (the "Investors") have the right to
repurchase the Executive Securities at cost from the undersigned (or from the
holder of the Executive Securities, if different from the undersigned) should
the undersigned cease to be employed by Roundy's Inc. ("Roundy's"). Hence, the
Executive Securities are subject to a substantial risk of forfeiture and are
nontransferable. The undersigned desires to make an election to have the
Executive Securities taxed under the provision of Code (S)83(b) at the time the
undersigned purchased the Executive Securities.

               Therefore, pursuant to Code (S)83(b) and Treasury Regulation
(S)1.83-2 promulgated thereunder, the undersigned hereby makes an election with
respect to the Executive Securities (as described in paragraph 2 below), to
report as taxable income for calendar year 2002 the excess (if any) of the
Executive Securities' fair market value on June 6, 2002 over the purchase price
thereof.

               The following information is supplied in accordance with Treasury
Regulation (S)1.83-2(e):

               1)    The name, address and social security number of the
undersigned:

                                    Darren W. Karst
                                    175 Pembroke Drive
                                    Lake Forest, IL 60045
                                    SS#: ______ --____--______

               2)    A description of the property with respect to which the
election is being made: 2,096.67 shares of Common Stock of the Company, par
value $.01 per share.

               3)    The date on which the property was transferred: June 6,
2002.  The taxable year for which such election is made: calendar year 2002.

               4)    The Executive Securities shall become vested ratably, on a
quarterly basis, over the five year period commencing February 2, 2002, as long
as Executive remains employed by Roundy's, and shall be deemed to be unvested to
the extent not vested as of termination of such employment. Notwithstanding the
foregoing, in the event the Executive ceases to be



                                                                  EXECUTION COPY

employed by Roundy's for cause, all of the Executive Securities shall be subject
to repurchase by the Company and/or the Investors at a price equal to the lesser
of original cost and fair market value.

               5)    The fair market value on June 6, 2002 of the property with
respect to which the election is being made, determined without regard to any
lapse restrictions: $209,667.

               6)    The amount paid for such property: $209,667.

               A copy of this election has been furnished to the Secretary of
the Company pursuant to Treasury Regulations (S)1.83-2(e)(7).


Dated: June 6, 2002                                     /s/ Darren W. Karst
                                                   -----------------------------
                                                          Darren W. Karst









                                                                  EXECUTION COPY

                                                                       EXHIBIT D

                                 GENERAL RELEASE

         I, Darren W. Karst in consideration of and subject to the terms and
conditions set out in the Executive Agreement dated as of June 4, 2002 between
the Company and Executive (as amended from time to time, the "Agreement"), and
other good and valuable consideration, do hereby release and forever discharge
as of the date hereof Roundy's Inc., a Wisconsin corporation (the "Company"),
its parents, subsidiaries and affiliates and each of their respective present
and former directors, officers, partners, members, agents, representatives,
employees, successors and assigns (collectively, the "Released Parties") to the
extent provided below.

1.       I understand and agree that I will not receive the benefits specified
         in Section 13(d) of the Agreement unless I execute this General
         Release.

2.       I knowingly and voluntarily release and forever discharge the Company
         and the other Released Parties from any and all claims, known or
         unknown, which I, my heirs, executors, administrators and assigns, may
         have, which arise out of my employment with, and my separation from,
         Roundy's Inc. and the other Released Parties (including, but not
         limited to, any allegation, claim or violation, arising under: Title
         VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act
         of 1991; the Age Discrimination in Employment Act of 1967, as amended
         (including the Older Workers Benefit Protection Act); the Equal Pay Act
         of 1963, as amended; the Americans with Disabilities Act of 1990; the
         Family and Medical Leave Act of 1993; the Civil Rights of 1866, as
         amended; the Worker Adjustment Retraining and Notification Act; Section
         510 of the Employee Retirement Income Security Act of 1974; any
         applicable Executive Order Programs; the Fair Labor Standards Act; or
         their state or local counterparts; or under any other federal, state or
         local civil or human rights law, or under any other local, state, or
         federal law, regulation or ordinance; or under any public policy,
         contract or tort, or under common law, for wrongful discharge; or
         arising under any policies, practices or procedures of the Companies;
         or any claim for breach of contract, infliction of emotional distress,
         defamation; or any claim for costs, fees, or other expenses including
         attorney' fees, incurred in these matters); provided, however, that the
         foregoing release and discharge shall not apply to rights and benefits
         I have with respect to any equity I own in the Company or any of its
         Affiliates (including rights and benefits under the Investor Rights
         Agreement), to rights I have with respect to any severance or other
         payments or health benefits pursuant to Section 13(d) of the Agreement
         or to any benefits vested under any employee benefit plans.

3.       I agree that this General Release does not waive or release any rights
         or claims that I may have under the Age Discrimination in Employment
         Act of 1967 which arise after the date I execute this General Release.

4.       I agree not to file any charge or complaint on my own behalf, based
         upon claims arising from, or attributable in any way to, my employment
         with, and the separation of my employment with Roundy's Inc. and any
         other of the Released Parties, before any federal,



                                                                  EXECUTION COPY

         state or local court, or administrative agency, or to participate in
         any such charge or complaint which may be made by any other person or
         organization on my behalf. I also agree to withdraw and/or dismiss any
         such pending charges or complaints.

5.       I agree that neither this General Release, nor the furnishing of the
         consideration for this General Release, shall be deemed or construed at
         any time to be an admission of any improper or unlawful conduct of
         myself or any of the Released Parties.

6.       I agree that if I challenge the validity of this General Release I will
         immediately repay to the Company any amounts paid pursuant to Section
         13(d) of the Agreement, though I acknowledge that such repayment will
         not vitiate any of the rights of the Released Parties under this
         General Release. I also agree that if I violate this General Release by
         suing the Company or any of the other Released Parties, I will pay all
         costs and expenses of defending against the suit incurred by the
         Released Parties, including reasonable attorneys' fees.

7.       I agree that this General Release is confidential and agree not to
         disclose any information regarding the terms of this General Release,
         except to my immediate family and any tax, legal or other counsel I
         have consulted regarding the meaning or effect hereof or as required by
         law, and I will instruct each of the foregoing not to disclose the same
         to anyone.

8.       Any non-disclosure provision in this General Release does not prohibit
         or restrict me (or my attorney) from responding to any inquiry about
         this General Release or its underlying facts and circumstances by the
         Securities and Exchange Commission (SEC), the National Association of
         Securities Dealers, Inc. (NASD), any other self-regulatory organization
         or governmental entity.

9.       I agree to make myself available to and cooperate with the Company in
         any internal investigation or administrative, regulatory, or judicial
         proceeding. I understand and agree that my cooperation will include,
         but not be limited to, making myself available to the Company or the
         Released Parties upon reasonable notice for interviews and factual
         investigations; appearing at the Company's (or Released Parties')
         request to give testimony without requiring service of a subpoena or
         other legal process; volunteering to the Company or the Released
         Parties pertinent information; and turning over all relevant documents
         which are or may come into my possession. I understand that in the
         event the Company or the Released Parties ask for my cooperation in
         accordance with this provision, the Company or the Released Parties
         will reimburse me for reasonable expenses, including travel, lodging,
         meals and attorneys employed by me in connection with such availability
         and cooperation, upon my submission of receipts. The Company and the
         Released Parties agree that any request for my cooperation will not
         unreasonably interfere with my efforts to find new employment or any
         new employment I may have following the termination of my employment
         with the Company and further agree that, without my prior consent, I
         will not be required to cooperate with the Company and the









                                                                  EXECUTION COPY

         Released Parties for more than ten (10) hours per month or an aggregate
         of fifty (50) hours per year.

10.      Whenever possible, each provision of this General Release shall be
         interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this General Release is held to
         be invalid, illegal or unenforceable in any respect under any
         applicable law or rule in any jurisdiction, such invalidity, illegality
         or unenforceability shall not affect any other provision or any other
         jurisdiction, but this General Release shall be reformed, construed and
         enforced in such jurisdiction as if such invalid, illegal or
         unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I STATE THAT:

1.       I HAVE READ IT;

2.       I UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,
         INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN
         EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT
         OF 1967, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH
         DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY
         ACT OF 1974, AS AMENDED;

3.       I CONSENT TO EVERYTHING IN IT;

4.       I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND
         I HAVE DONE SO;

5.       I HAVE BEEN GIVEN WHAT I CONSIDER A SUFFICIENT PERIOD OF TIME TO REVIEW
         AND CONSIDER THIS GENERAL RELEASE BEFORE SIGNING IT;

6.       I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY; AND

7.       I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
         WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED
         BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

8.

DATE:______________________________         Signed:_____________________________
                                                   Darren W. Karst

EX-10.19

                                                                   Exhibit 10.19


                                                                  EXECUTION COPY

                               EXECUTIVE AGREEMENT

          THIS EXECUTIVE AGREEMENT (this "Agreement") is made as of June 6,
2002, by and among Roundy's Acquisition Corp., a Delaware corporation (the
"Company"), Roundy's, Inc., a Wisconsin corporation and a wholly owned
subsidiary of the Company ("Roundy's"), and Robert A. Mariano ("Executive").
Certain definitions are set forth in Section 18 of this Agreement.

          Executive desires to be employed by Roundy's, and Roundy's desires to
employ Executive and to be assured of its right to have the benefit of
Executive's services on the terms and conditions hereinafter set forth.
Executive desires to purchase shares of the Company's Common Stock, par value
$.01 per share (the "Common Stock"), and Preferred Stock, par value $.01 per
share (the "Preferred Stock," and collectively with the Common Stock, the
"Stock"), of the Company, and the Company desires to issue such Common Stock and
Preferred Stock to Executive on the terms and conditions set forth herein. The
Company, Roundy's and Executive desire to enter into this Agreement to, among
other things, (i) set forth the terms of Executive's purchase of the Executive
Stock (as defined below); (ii) set forth the terms and conditions of Executive's
employment with Roundy's; (iii) provide the Company with certain rights in
respect of the Executive Stock; and (iv) set forth the obligation of Executive
to refrain from competing with the Company and its Subsidiaries (as defined
below) under certain circumstances as provided herein.

          On the Effective Date, Executive shall become a party to the Investor
Rights Agreement, dated as of June 6, 2002 by and among the Company, Executive,
the Investors (as defined below) and certain other parties (as in effect today
and as amended from time to time hereafter in accordance with its terms, the
"Investor Rights Agreement").

          Certain provisions of this Agreement are intended for the benefit of,
and shall be enforceable by, Willis Stein & Partners III, L.P., Willis Stein &
Partners Dutch III-A, L.P., Willis Stein & Partners Dutch III-B, L.P., and
Willis Stein & Partners III-C, L.P. (the foregoing, collectively, the
"Investors").

          NOW, THEREFORE, the parties hereto agree as follows:

A.   PURCHASE AND SALE OF EXECUTIVE STOCK

     1.  On the Effective Date, Executive shall purchase from the Company, and
the Company shall sell to Executive 4,193.33 shares of Common Stock at a price
of $100 per share, which shares shall be subject to vesting as provided herein
(the "Vesting Shares"), for an aggregate purchase price of $419,333. On the
Effective Date, the Company shall deliver to Executive stock certificates
representing the Vesting Shares, and Executive shall deliver to the Company the
aggregate purchase price for the Vesting Shares in the manner provided in
Section 2.

     2.  On the Effective Date, Executive shall deliver to the Company (i) a
duly executed promissory note in the form of Annex A attached hereto in the
initial principal amount of $419,333 (the "Executive Note"), and (ii) a
counterpart signature page to the Investor Rights



                                                                  EXECUTION COPY

Agreement. Executive's obligations under the Executive Note shall be secured by
a pledge to the Company of all of the Vesting Shares, and in connection
therewith, Executive shall execute and deliver to the Company a pledge agreement
in the form of Annex B attached hereto.

     3.   The Company shall hold each stock certificate representing the Vesting
Shares, if any, until such time as the Vesting Shares represented by such
certificate is released from the pledge to the Company.

     4.   Within thirty (30) days after Executive purchases the Vesting Shares
from the Company hereunder, Executive shall make an effective election with the
Internal Revenue Service under Section 83(b) of the Internal Revenue Code and
the regulations promulgated thereunder in the form of Annex C attached hereto.

     5.   In connection with the purchase and sale of the Executive Stock
hereunder, Executive represents and warrants to the Company that:

          (a)  The Executive Stock to be acquired by Executive pursuant to this
Agreement shall be acquired for Executive's own account and not with a view to,
or intention of, distribution thereof in violation of the Securities Act, or any
applicable state securities laws, and the Executive Stock shall not be disposed
of in contravention of the Securities Act or any applicable state securities
laws.

          (b)  Executive is an executive officer of Roundy's, is sophisticated
in financial matters and is able to evaluate the risks and benefits of the
investment in the Executive Stock. Executive is an "accredited investor," as
defined in Regulation D promulgated under the Securities Act.

          (c)  Executive is able to bear the economic risk of Executive's
investment in the Executive Stock for an indefinite period of time because the
Executive Stock have not been registered under the Securities Act and,
therefore, cannot be sold unless subsequently registered under the Securities
Act or an exemption from such registration is available.

          (d)  Executive has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the offering of Executive Stock
and has had full access to such other information concerning the Company as
Executive has requested. Executive has reviewed, or has had an opportunity to
review, a copy of the Investor Rights Agreement.

          (e)  This Agreement and each of the other agreements contemplated
hereby constitutes the legal, valid and binding obligation of Executive,
enforceable in accordance with its terms, and the execution, delivery and
performance of this Agreement and such other agreements by Executive does not
and shall not conflict with, violate or cause a breach of any agreement,
contract or instrument to which Executive is a party or any judgment, order or
decree to which Executive is subject.

          (f)  Executive is not a party to or bound by any employment agreement,
noncompete agreement or confidentiality agreement with any person or entity
other than the

                                       2



                                                                  EXECUTION COPY

Company or Roundy's except as set forth on Schedule 5(f). No waivers or
amendments of the agreements set forth on Schedule 5(f) have been made.
Executive's prior employment with Dominick's Supermarket's, Inc. and Dominick's
Finer Foods, Inc. (collectively, "Dominick's") was terminated by voluntary
resignation by him on November 17, 1998 pursuant to the terms of the Consulting
Services Agreement and Release of Claims dated as of November 9, 1998 by and
among Executive, Dominick's and Safeway Inc. (the "Consulting Agreement").

          (g)  Since November 17, 1998, Executive has not received any
confidential information or trade secrets of Dominick's other than pursuant to
the terms of the Consulting Agreement. Executive shall be prohibited from using
or disclosing any confidential information or trade secrets belonging to
Dominick's that Executive may have learned through his prior employment with
Dominick's or through his consulting arrangement pursuant to the Consulting
Agreement in the performance of Executive's services hereunder.

          (h)  Executive has consulted with independent legal counsel regarding
his rights and obligations under this Agreement and fully understands the terms
and conditions contained herein. Executive has obtained advice from persons
other than the Company and its counsel regarding the tax effects of the
transaction contemplated hereby.

     6.   In connection with the purchase and sale of the Executive Stock
hereunder, the Company represents and warrants to Executive that:

          (a)  This Agreement and each of the other agreements contemplated
hereby constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms, and the execution, delivery and
performance of this Agreement and such other agreements by the Company does not
and shall not conflict with, violate or cause a breach of any agreement,
contract or instrument to which the Company is a party or any judgment, order or
decree to which the Company is subject.

          (b)  As of the Effective Date, the authorized capital stock of the
Company will consist of 94,350 shares of Common Stock, of which 90,156.67 shares
will be issued and outstanding and 10,483.33 shares of Preferred Stock of which
10,483.33 shares will be issued and outstanding. As of the Effective Date and
immediately thereafter, all of the shares of Executive Stock shall be (so long
as the Executive shall have paid the purchase price in respect of the Executive
Stock) validly issued, fully paid and nonassessable. As of the Effective Date,
except as set forth in the Certificate of Incorporation, neither the Company nor
any of its Subsidiaries shall have any outstanding any stock or securities
convertible or exchangeable for any shares of its capital stock or containing
any profit participation features, nor shall it have outstanding any rights or
options to subscribe for or to purchase its capital stock or any stock or
securities convertible into or exchangeable for its capital stock or any stock
appreciation rights or phantom stock plans.

     7.   As an inducement to the Company to issue the Executive Stock to
Executive, and as a condition thereto, Executive acknowledges and agrees that
neither the issuance of the Executive Stock to Executive nor any provision
contained herein shall entitle Executive to

                                       3



                                                                  EXECUTION COPY

remain in the employment of Roundy's or any of its Subsidiaries or affect the
right of Roundy's to terminate Executive's employment at any time for any
reason.

B.       VESTING AND REPURCHASE PROVISIONS
         REGARDING CERTAIN EXECUTIVE STOCK

         8.  Vesting of Common Stock; Vested Shares. The Company and Executive
acknowledge and agree that the Vesting Shares purchased by Executive hereunder
shall be subject to vesting as hereinafter provided. "Vested Shares" means all
Vesting Shares which have become vested pursuant to the terms of this Agreement.
All Vesting Shares which have not become vested are referred to herein as
"Unvested Shares."

         The Vesting Shares shall vest in accordance with the following
schedule, if as of each such date Executive is, and has been continuously,
employed by the Company or any of its Subsidiaries:



- --------------------------------------------------------------------------------------------------
                                                                       Cumulative Percentage of
                                        Date                             Vesting Shares Vested
- --------------------------------------------------------------------------------------------------
                                                                    
 February 2, 2002 (the "Commencement Date")                                         0%
- --------------------------------------------------------------------------------------------------
 End of the First Quarter Following the Commencement Date                           5%
- --------------------------------------------------------------------------------------------------
 End of the Second Quarter Following the Commencement Date                         10%
- --------------------------------------------------------------------------------------------------
 End of the Third Quarter Following the Commencement Date                          15%
- --------------------------------------------------------------------------------------------------
 First Anniversary of the Commencement Date                                        20%
- --------------------------------------------------------------------------------------------------
 End of the Fifth Quarter Following the Commencement Date                          25%
- --------------------------------------------------------------------------------------------------
 End of the Sixth Quarter Following the Commencement Date                          30%
- --------------------------------------------------------------------------------------------------
 End of the Seventh Quarter Following the Commencement Date                        35%
- --------------------------------------------------------------------------------------------------
 Second Anniversary of the Commencement Date                                       40%
- --------------------------------------------------------------------------------------------------
 End of the Ninth Quarter Following the Commencement Date                          45%
- --------------------------------------------------------------------------------------------------
 End of Tenth Quarter Following the Commencement Date                              50%
- --------------------------------------------------------------------------------------------------
 End of the Eleventh Quarter Following the Commencement Date                       55%
- --------------------------------------------------------------------------------------------------
 Third Anniversary of the Commencement Date                                        60%
- --------------------------------------------------------------------------------------------------
 End of the Thirteenth Quarter Following the Commencement Date                     65%
- --------------------------------------------------------------------------------------------------
 End of the Fourteenth Quarter Following the Commencement Date                     70%
- --------------------------------------------------------------------------------------------------
 End of the Fifteenth Quarter Following the Commencement Date                      75%
- --------------------------------------------------------------------------------------------------
 Fourth Anniversary of the Commencement Date                                       80%
- --------------------------------------------------------------------------------------------------
 End of the Seventeenth Quarter Following the Commencement Date                    85%
- --------------------------------------------------------------------------------------------------
 End of the Eighteenth Quarter Following the Commencement Date                     90%
- --------------------------------------------------------------------------------------------------
 End of the Nineteenth Quarter Following the Commencement Date                     95%
- --------------------------------------------------------------------------------------------------
 Fifth Anniversary of the Commencement Date                                       100%
- --------------------------------------------------------------------------------------------------


Notwithstanding the foregoing, all unvested Vesting Shares shall vest upon the
consummation of a Change of Control (assuming Executive is then, and has been
continuously, employed by the Company or any of its Subsidiaries).

                                       4



                                                                  EXECUTION COPY

     9.   Repurchase Option.

          (a)   Repurchase Option. In the event that Executive, for any reason,
ceases to be employed by Roundy's, the Repurchase Shares, whether held by
Executive or one or more Permitted Transferees, shall be subject to repurchase
by the Company and the Investors, if the Company or the Investors so elect at
their sole discretion, in accordance with the terms and conditions set forth in
this Section 9 (the "Repurchase Option").

                (i)   Termination Without Cause, Termination with Good Reason or
Nonrenewal; Death or Incapacity. If Executive is no longer employed by Roundy's
as a result of (A) a termination by Roundy's without Cause, (B) a termination by
Executive with Good Reason, (C) a failure on the part of Roundy's to extend
Executive's Employment Period under this Agreement beyond the then applicable
Employment Period, or (D) as a result of death or Incapacity, then (x) with the
prior written consent of Executive or Executive's estate, as the case may be,
the Company and the Investors shall have the right to purchase all (but not less
than all) of the Vested Repurchase Shares, at a purchase price per share equal
to the Fair Market Value thereof as of the Termination Date, and (y) the Company
and the Investors shall have the right to purchase all or any portion of the
Unvested Repurchase Shares, at a purchase price per share equal to the lesser of
the Original Cost thereof and the Fair Market Value thereof.

                (ii)  Voluntary Termination. If Executive is no longer employed
by Roundy's as a result of a Voluntary Termination, then (A) the Company and the
Investors shall have the right to purchase all or any portion of the Vested
Repurchase Shares, at a purchase price per share equal to the Fair Market Value
thereof, and (B) the Company and the Investors shall have the right to purchase
all or any portion of the Unvested Repurchase Shares, at a purchase price per
share equal to the lesser of the Original Cost thereof and the Fair Market Value
thereof as of the Termination Date.

                (iii) Termination with Cause. If Executive is no longer employed
by Roundy's as a result of a termination by Roundy's with Cause, then the
Company and the Investors shall have the right to purchase all or any portion of
the Repurchase Shares (including Vested Repurchase Shares and Unvested
Repurchase Shares), at a purchase price per share equal to the lesser of the
Original Cost thereof and the Fair Market Value thereof as of the Termination
Date.

          (b)   Repurchase Procedures. After the termination of Executive's
employment with Roundy's for any reason, subject to the required consent by
Executive under Section 9(a)(i)(x) of this Agreement, the Company may elect to
exercise the right to purchase Repurchase Shares (in the amounts and for the
prices set forth in Sections 9(a)(i), 9(a)(ii) and 9(a)(iii)) pursuant to the
Repurchase Option by delivering a written notice (the "Repurchase Notice") to
Executive and/or any other holder or holders of Repurchase Shares and the
Investors at any time prior to the end of the four-month period commencing on
the date of such termination of employment. The Repurchase Notice shall set
forth the number of shares of each class and type of such stock to be acquired
from such holder(s), the aggregate consideration to be paid for such shares of
such stock and the time and place for the closing of the transaction. The

                                       5



                                                                  EXECUTION COPY

number of shares to be repurchased by the Company shall first be satisfied to
the extent possible from the Repurchase Shares held by Executive at the time of
delivery of the Repurchase Notice. If the number of Repurchase Shares then held
by Executive is less than the total number of Repurchase Shares the Company has
elected to purchase, the Company shall purchase the remaining shares elected to
be purchased from the other holder(s) of Repurchase Shares, pro rata according
to the number of Repurchase Shares held by such other holder(s) at the time of
delivery of such Repurchase Notice (determined as close as practicable to the
nearest whole shares). The Company shall have the right to purchase all or any
portion of the Unvested Repurchase Shares without or before purchasing any
Vested Repurchase Shares. Any Unvested Repurchase Shares not repurchased
pursuant to this Section 9 shall automatically vest upon the expiration of the
time periods permitted for the repurchase of such shares under this Section 9.

     (c)  Rights of the Investors.

          (i)  If for any reason, subject to the required consent by Executive
under Section 9(a)(i)(x) of this Agreement, the Company does not elect to
purchase all of the Repurchase Shares available for purchase pursuant to the
Repurchase Option, the Investors shall be entitled to exercise the Repurchase
Option, in the manner set forth in this Section 9, for all or any portion of the
Repurchase Shares which the Company has not elected to purchase (the "Available
Shares"). As soon as practicable after the Company determines that there will be
Available Shares, but in any event upon the earlier to occur of (A) the delivery
of the Repurchase Notice, and (B) four (4) months after the termination of
Executive's employment with the Company, the Company shall deliver a written
notice (the "Availability Notice") to the Investors, setting forth the number of
each class and type of Available Shares and the purchase price for each
Available Share.

          (ii) The Investors may elect to purchase all or any portion of the
Available Shares by delivering a written notice (an "Election Notice") to the
Company within thirty (30) days after receipt of the Availability Notice from
the Company (such 30-day period being referred to herein as the "Investor
Election Period"); provided that if more than one Investor elects to purchase
any or all Available Shares of any type or class and the number of Available
Shares of such type or class is less than the aggregate number of Available
Shares of such type or class elected to be purchased by such electing Investors,
each Investor shall be entitled to purchase the lesser of (A) the number of
shares of such type or class such Investor has elected to purchase as indicated
in the Election Notice and (B) the number of shares of such type or class
obtained by multiplying the number of shares specified in the Availability
Notice by a fraction, the numerator of which is the number of shares of Common
Stock (on a fully-diluted basis) held by such Investor and the denominator of
which is the aggregate number of shares of Common Stock (on a fully-diluted
basis) held by all electing Investors. If any Available Shares of such type or
class remain after giving effect to such allocation, such allocation shall be
repeated until either all of the Available Shares of such type or class
requested to be purchased by the electing Investors have been so allocated or no
Available Shares of such type or class are available for purchase.

                                       6



                                                                  EXECUTION COPY

          (d)  Supplemental Repurchase Notice. As soon as practicable, and in
any event within ten (10) days after the expiration of the Investor Election
Period, the Company shall, if necessary, notify Executive or each holder of
Repurchase Shares as to the number of shares being purchased from such holder by
the Investors (the "Supplemental Repurchase Notice"). At the time the Company
delivers the Supplemental Repurchase Notice to Executive or the holder(s) of
Repurchase Shares, the Company shall also deliver to the Investors written
notice setting forth the number of Repurchase Shares the Company and the
Investors shall acquire, the aggregate purchase price to be paid and the time
and place of the closing of the transaction.

          (e)  Closing. The closing of the purchase of the Repurchase Shares
pursuant to this Section 9 shall take place on the date designated by the
Company in the Repurchase Notice or the Supplemental Repurchase Notice, as the
case may be, which date shall not be more than thirty (30) days after the
delivery of the later of such notices, as the case may be. The Company and/or
the Investors, as the case may be, may pay the purchase price for the Repurchase
Shares to be purchased pursuant to the Repurchase Option by delivery of (i) in
the case of the Company, (A) a cashier's or certified check payable to the
holder(s) of such shares or wire transfer of immediately available funds, (B) by
offsetting any amounts owed by Executive to the Company under the Executive Note
or any other indebtedness of Executive to the Company or its Affiliates
evidenced by a note or notes against the purchase price for such shares or (C)
any combination of (A) and (B) in the aggregate amount of the purchase price for
Repurchase Shares, (ii) in the case of the Investors, a cashier's or certified
check payable to the holder(s) of such shares or wire transfer of immediately
available funds, or (iii) in any such case, as the holder(s) of such shares and
the purchaser(s) thereof may otherwise agree. The Company and the Investors, as
the case may be, shall receive customary representations and warranties from
each seller of Repurchase Shares regarding the sale of the Repurchase Shares
(including representations and warranties that such sellers have authorized,
executed and delivered the applicable agreements, that such agreements are valid
and enforceable and that the purchaser shall obtain good title to such shares,
free and clear of all liens and encumbrances).

          (f)  Termination of Repurchase Right. The right of the Company and the
Investors to repurchase shares of Repurchase Shares pursuant to this Section 9
shall terminate upon the consummation of a Change of Control.

          (g)  Additional Restrictions on Transfer.

               (i)  All shares of Executive Stock are subject to the
restrictions on Transfer set forth in the Investor Rights Agreement.

               (ii) In addition to any other legend required pursuant to the
Investor Rights Agreement or otherwise, any certificate representing the
Executive Stock shall bear the following legend:

         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE
         ORIGINALLY ISSUED ON JUNE 6, 2002, HAVE NOT BEEN REGISTERED

                                       7



                                                                  EXECUTION COPY

         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER ANY
         STATE SECURITIES LAWS AND JUNE NOT BE SOLD OR TRANSFERRED IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
         APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION
         THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO
         SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE
         OPTIONS AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN EXECUTIVE
         AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER HEREOF DATED AS
         OF JUNE 6, 2002, AS AMENDED AND MODIFIED FROM TIME TO TIME AND THE
         INVESTOR RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN HOLDERS OF
         COMPANY STOCK DATED AS OF JUNE 6, 2002, AS AMENDED AND MODIFIED FROM
         TIME TO TIME. A COPY OF EITHER SUCH AGREEMENT MAY BE OBTAINED BY THE
         HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS WITHOUT
         CHARGE."

                  (iii) Except for transfers to Permitted Transferees, no holder
of Executive Stock may sell, transfer or dispose of any Executive Stock (except
pursuant to an effective registration statement under the Securities Act)
without first delivering to the Company an opinion (reasonably acceptable in
form and substance to the Company) of counsel experienced in federal securities
laws matters that registration is not required under the Securities Act or any
applicable state securities laws in connection with such transfer.

C.       EMPLOYMENT PROVISIONS

         10. Employment. Roundy's shall employ Executive, and Executive hereby
accepts employment with Roundy's, upon the terms and conditions set forth in
this Agreement for the period beginning on the Effective Date and ending as
provided in Section 13 hereof (the "Employment Period"). Executive's employment
shall be "at-will" and may be terminated by either party at any time subject to
the provisions contained herein.

         11. Position and Duties.

             (a)  During the Employment Period, Executive shall serve as the
Chief Executive Officer of Roundy's and shall have the normal duties,
responsibilities and authority associated with such position subject to the
power of the board of directors of Roundy's (the "Board") to expand or limit
such duties, responsibilities and authority and to override actions of officers.

             (b)  During the Employment Period, Executive (i) shall report to
the Board, (ii) shall devote substantially all of Executive's business time and
attention (except for permitted vacation periods, periods of illness or other
incapacity and for service on the Board of Directors (or similar governing body)
of St. Ignatius College Preparatory, Florsheim, Junior Achievement

                                       8



                                                                  EXECUTION COPY

of Chicago and Big Shoulders (provided that none of such activities shall
materially interfere with Executive's duties to Roundy's), and other permitted
absences for which senior executive employees of Roundy's are generally eligible
from time to time under Roundy's policies) to the business and affairs of
Roundy's and its Subsidiaries, (iii) shall not engage in any other business
activity without the prior written approval of the Board, and (iv) shall perform
Executive's duties and responsibilities hereunder to the best of Executive's
abilities in a diligent, trustworthy, businesslike and efficient manner.

             (c)   With respect to all regular elections of directors during the
Employment Period, Roundy's shall nominate, and the Company shall cause the
election of, Executive to serve as a member and Chairman of the Board. Upon the
termination or expiration of the Employment Period, Executive shall resign as a
director of Roundy's and its Subsidiaries, as the case may be.

        12.  Compensation and Benefits.

             (a)   Base Salary. During the Employment Period, Executive's base
salary shall be $600,000 per annum or such other increased rate as the Board may
determine from time to time (as adjusted from time to time, the "Base Salary"),
which salary shall be payable by Roundy's in regular installments in accordance
with Roundy's general payroll practices (but in any event no less often than
payable in monthly installments).

             (b)   Benefits. During the Employment Period, Executive shall be
entitled to five (5) weeks of paid vacation per annum and to participate in all
of Roundy's employee benefit programs for which senior executive employees of
Roundy's and its Subsidiaries are generally eligible.

             (c)   Bonus. Executive shall be eligible to receive an annual bonus
following the end of each year during the Employment Period (the "Salary Bonus")
in accordance with the Salary Bonus Schedule attached hereto.

             (d)   Business Expenses. During the Employment Period, Roundy's
shall reimburse Executive for all reasonable expenses incurred by him in the
course of performing his duties and responsibilities under this Agreement to the
extent consistent with Roundy's policies in effect from time to time with
respect to travel, entertainment and other business expenses for Roundy's senior
executives, subject to Roundy's reasonable requirements with respect to
reporting and documentation of such expenses.

             (e)   Payroll Withholding. All amounts payable to Executive as
compensation hereunder shall be subject to all required withholding by Roundy's.

        13.  Term; Termination; Severance.

             (a)   The Employment Period shall commence on the date hereof and
shall continue until the first to occur of (i) Executive's death or Incapacity;
(ii) a termination by Roundy's at any time with or without Cause; and (iii) a
termination by Executive at any time for any reason other than a termination for
Good Reason (a "Voluntary Termination"); provided, that

                                       9



                                                                  EXECUTION COPY

the Employment Period shall automatically terminate without action by either
Roundy's or Executive on the fifth anniversary of the Effective Date unless
otherwise extended by mutual agreement of Executive and Roundy's. Any
termination of the Executive's employment with Roundy's shall be a
"Termination." The date of any termination of Executive's employment with
Roundy's shall be the "Termination Date."

             (b)   Upon any Termination, Executive shall be entitled to receive
Executive's Base Salary earned through Executive's Termination Date, prorated on
a daily basis together with all accrued but unpaid vacation time earned by
Executive during the fiscal year in which such Termination occurs. Except as set
forth in Section 13(d), Executive shall not be entitled to receive Executive's
Base Salary or any bonuses or other benefits from Roundy's for any period after
the Termination Date.

             (c)   In the event Executive's employment is terminated by Roundy's
with Cause, upon a Voluntary Termination without Good Reason or upon Executive's
death or Incapacity, Roundy's shall have no obligation to make any severance or
other similar payment to or on behalf of Executive.

             (d)   In the event that Executive's employment is terminated by
Roundy's without Cause, by Executive with Good Reason or because of Roundy's
failure to extend Executive's Employment Period hereunder beyond the then
applicable Employment Period, following such Termination and so long as
Executive executes and delivers to the Company within twenty-one (21) days
following the Termination Date the General Release in the form, subject to any
changes that may be reasonably required to effectuate a valid release/ waiver
under the Age Discrimination in Employment Act of 1967, of Annex D attached
hereto, Roundy's shall (i) pay Executive one year of his annual Base Salary (as
in effect on the Termination Date) and a prorated portion of any Salary Bonus,
and (ii) continue to provide Executive his existing health and welfare benefits
until the first anniversary of the Termination Date; provided, however, in the
event that Executive's employment is terminated within six (6) months following
the consummation of a Change of Control or Executive resigns within six (6)
months following the consummation of a Change of Control, Roundy's shall provide
health coverage to Executive (and Executive shall bear no more than 50% of the
cost of such health coverage for Executive and his eligible dependents) until
the earlier to occur of (x) Executive's attaining the age of 65, and (y)
Executive's employment with another company offering substantially similar
health benefits to Executive, provided that in the event Executive dies prior to
attaining the age of 65, Roundy's shall provide health coverage to Executive's
spouse and his eligible dependents until Executive's spouse attains the age of
65. For purposes of the preceding sentence, the health coverage shall be
substantially similar to the health coverage provided by Roundy's to a
similarly-situated executive employee who has not incurred a termination of
employment, and the cost of such health coverage shall not exceed the amount
determined under Section 604 of the Employee Retirement Income Act of 1974, as
amended (or any successor provision thereto). Each severance payment hereunder
shall be payable in accordance with Roundy's normal payroll procedures and
cycles and shall be subject to withholding of applicable taxes and governmental
charges in accordance with federal and state law. After payment of the severance
amounts described in this Section 13(d), Roundy's shall have no obligation to
make

                                       10



                                                                  EXECUTION COPY

any further severance or other payment to or on behalf of Executive except as
otherwise expressly contemplated hereby. Notwithstanding the foregoing, in the
event that Executive shall breach any of Executive's obligations under Sections
14, 15 or 16 of this Agreement, then, in addition to any other rights that
Roundy's may have under this Agreement or otherwise, Roundy's shall be relieved
from and shall have no further obligation to pay Executive any amounts to which
Executive would otherwise be entitled pursuant to this Section 13; provided that
in the event Executive is either terminated or resigns within six (6) months
following the consummation of a Change of Control, Roundy's shall not be
relieved from, and shall be obligated to provide, health coverage that Executive
is entitled to receive pursuant to the terms of this Section 13; provided
further that in order for Roundy's to be relieved of any of its obligations
pursuant to this Section 13, either Executive shall have agreed in writing that
a breach of his obligations under Sections 14, 15 or 16 has occurred, a court
shall have determined that a material breach of his obligations under Sections
14, 15 or 16 has occurred, or pursuant to Section 20(n) herein, an arbitrator
has determined that that a material breach of his obligations under Sections 14,
15 or 16 has occurred.

D.   ADDITIONAL AGREEMENTS

     14.  Confidential Information. Executive acknowledges that by reason of
Executive's duties to and association with Roundy's and the Investors, Executive
has had and will have access to and has and will become informed of Confidential
Information. During the Employment Period, Executive agrees to keep in strict
confidence and not, directly or indirectly, make known, disclose, furnish, make
available or use, any Confidential Information, except for use in Executive's
regular authorized duties on behalf of Roundy's and the Investors. For a period
of three (3) years after the end of the Employment Period, Executive agrees to
keep in strict confidence and not, directly or indirectly, make known, disclose,
furnish, make available or use any Confidential Information in the Geographic
Area. Executive acknowledges and agrees that all documents and other property
including or reflecting Confidential Information furnished to Executive by
Roundy's or any of the Investors or otherwise acquired or developed by Roundy's
or any of the Investors or Executive or known by Executive shall at all times be
the sole and exclusive property of Roundy's and the Investors. During the
Employment Period and for a period of three (3) years thereafter, Executive
shall take all necessary and appropriate steps to safeguard Confidential
Information and protect it against disclosure, misappropriation, misuse, loss
and theft. Executive shall deliver to Roundy's at the termination of the
Employment Period, or at any other time Roundy's may request, all memoranda,
notes, plans, records, reports, computer tapes, printouts and software and other
documents and data (and copies thereof) relating to the Confidential
Information, Work Product or the business of Roundy's or any of the Investors
which Executive may then possess or have under Executive's control and shall
erase all embodiments of the Confidential Information from all storage devices.
If Executive is required to disclose Confidential Information pursuant to any
applicable law or court order, Executive shall provide Roundy's with prior
written notice of the requirement for disclosure that details the Confidential
Information to be disclosed and shall cooperate with Roundy's to preserve the
confidentiality of such information to the extent possible.

     15.  Inventions and Patents.

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                                                                  EXECUTION COPY

          (a)  Executive acknowledges that all Work Product is the exclusive
property of Roundy's. Executive hereby assigns all right, title and interest in
and to all Work Product to Roundy's. Any copyrightable works that fall within
Work Product will be deemed "works made for hire" under Section 201(b) of the
1976 Copyright Act, and Roundy's shall own all of the rights comprised in the
copyright therein; provided, however, that to the extent such works may not, by
operation of law, constitute "works made for hire," Executive hereby assigns to
Roundy's all right, title and interest therein.

          (b)  Executive shall promptly and fully disclose all Work Product to
Roundy's and shall cooperate and perform at the expense of Roundy's all actions
reasonably requested by Roundy's (whether during or after the Employment Period)
to establish, confirm and protect Roundy's right, title and interest in such
Work Product. Without limiting the generality of the foregoing, Executive agrees
to assist Roundy's, at Roundy's expense, to secure Roundy's rights in the Work
Product in any and all countries, including the execution of all applications
and all other instruments and documents which Roundy's shall deem necessary in
order to apply for and obtain rights in such Work Product and in order to assign
and convey to Roundy's the sole and exclusive right, title and interest in and
to such Work Product. If Roundy's is unable because of Executive's mental or
physical incapacity or for any other reason (including Executive's refusal to do
so after request therefor is made by Roundy's) to secure Executive's signature
to apply for or to pursue any application for any United States or foreign
patents or copyright registrations covering Work Product belonging to or
assigned to Roundy's pursuant to Section 15(a) above, then Executive hereby
irrevocably designates and appoints Roundy's and each of its duly authorized
officers and agents as Executive's agent and attorney-in-fact to act for and in
Executive's behalf and stead to execute and file any such applications and to do
all other lawfully permitted acts to further the prosecution and issuance of
patents or copyright registrations thereon with the same legal force and effect
as if executed by Executive. Executive agrees not to apply for or pursue any
application for any United States or foreign patents or copyright registrations
covering any Work Product other than pursuant to this paragraph in circumstances
where such patents or copyright registrations are or have been or are required
to be assigned to Roundy's.

     16.  Non-Compete, Non-Solicitation; Non-Interference.

          (a)  Executive agrees that, during the Employment Period, Executive
shall not directly or indirectly own any interest in, manage, control,
participate in (whether as an officer, director, employee, partner, agent,
representative or otherwise), consult with, render services for, or in any other
manner engage in any business located in the Geographic Area, which is, directly
or indirectly, competitive with any business that the Company or any of its
Subsidiaries engages in or proposes to engage in during the Employment Period.

          (b)  Executive agrees that, during the Noncompete Period, Executive
shall not, in any capacity that requires Executive to provide, in any material
respect, services, advice, and/or consultation similar to the services, advice
and/or consultation he provided on behalf of the Company or any of its
Subsidiaries during the Reference Period, manage, control, participate in
(whether as an officer, director, employee, partner, agent, representative or
otherwise), consult

                                       12



                                                                  EXECUTION COPY

with, render services for, or in any manner engage in any business located in
the Geographic Area which is, directly or indirectly, competitive with any
business of the Company or any of its Subsidiaries.

          (c)  Nothing herein shall prohibit Executive from being a passive
owner of not more than 2% of the outstanding securities of any class of a
corporation which is publicly traded, so long as Executive has no active
participation in the business of any such corporation.

          (d)  During the Employment Period and the Noncompete Period, Executive
shall not directly or indirectly through another Person solicit or attempt to
solicit, induce or attempt to induce any employee, consultant, agent,
independent contractor or any other person otherwise engaged in a services or
business relationship (including, without limitation, any customer, supplier,
licensee, licensor or franchisee) with the Company or any of its Subsidiaries to
leave the employ of or terminate or otherwise adversely alter such person's
relationship with the Company or any of its Subsidiaries, or in any way
interfere with the relationship between the Company or any of its Subsidiaries
and any such person; provided, however, Executive shall not be prohibited from
engaging any such person (other than any employee, or any consultant or agent
providing services substantially on a full-time basis to the Company or any of
its Subsidiaries relating primarily to the Food Industries) which is also
engaged by the Company or any of its Subsidiaries so long as any such engagement
would not constitute a breach of this Section 16(d).

          (e)  During the Employment Period and the Noncompete Period, Executive
shall not directly or indirectly through another Person hire or otherwise engage
services from any person who was an employee of the Company or any Subsidiary at
any time during the sixty (60) day period immediately preceding the Termination
Date.

          (f)  During the Employment Period and the Noncompete Period, Executive
shall not directly or indirectly through another Person acquire or attempt to
acquire any business in the United States of America to which the Company or any
of its Subsidiaries has made an acquisition proposal during the Reference Period
relating to the possible acquisition of such business (an "Acquisition Target")
by the Company or any of its Subsidiaries, or take any action to induce or
attempt to induce any Acquisition Target to consummate any acquisition,
investment or other similar transaction with any Person other than the Company
or any of its Subsidiaries).

     17.  Enforcement. If, at the time of enforcement of any covenant or
agreement contained in Section 14, 15 (a), 15(b), 16(a), 16(b), 16(d) or 16(e)
of this Agreement, a court shall hold that the duration, scope, or area
restrictions stated herein are unreasonable under circumstances then existing,
the parties hereto agree that the maximum period, scope or geographical area
reasonable under such circumstances shall be substituted for the stated period,
scope or area and that the court shall be allowed and directed to revise the
restrictions contained herein to cover the maximum period, scope and area
permitted by law. Because Executive's services are unique and because Executive
has access to Confidential Information and Work Product, the parties hereto
agree that monetary damages would not be an adequate remedy for any breach of
this Agreement. Therefore, in the event a breach or threatened breach of this

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Agreement, Roundy's or its successors or assigns may, in addition to other
rights and remedies existing in their favor, apply to any court of competent
jurisdiction for specific performance and/or injunctive or similar relief in
order to enforce, or prevent any violations of, the provisions hereof; provided
that monetary damages for any breach of this Agreement shall be determined
pursuant to arbitration in accordance with Section 20(o) herein. In addition, in
the event of a breach or violation by Executive of any covenant or agreement in
Section 16(a), 16(b), 16(d) or 16(e), the Noncompete Period set forth in such
Section with respect to such covenant or agreement shall be tolled until such
breach or violation has been duly cured.

     18.  Definitions.

          "Active Targets" means a company or a division of a company in the
Food Industries which either the Company or any of its Subsidiaries has spent a
significant amount of time investigating as a possible investment or acquisition
candidate.

          "Affiliate" of a Person means any other Person or investment fund
controlling, controlled by or under common control with the Person and, in the
case of a Person which is a partnership, any partner of the Person.

          "Agreement" has the meaning set forth in the Preamble.

          "Articles of Incorporation" means the Company's articles of
incorporation in effect at the time as of which any determination is being made.

          "Availability Notice" has the meaning set forth in Section 9(c)(i).

          "Available Shares" has the meaning set forth in Section 9(c).

          "Base Salary" has the meaning set forth in Section 10.

          "Board" has the meaning set forth in Section 11(a).

          "Cause" means (i) the commission by Executive of a felony or the
commission by Executive of fraud with respect to Roundy's, any of its
Subsidiaries or any of their customers or suppliers, and the fact of the
commission of the felony or fraud by Executive (A) causes financial or
reputational harm to Roundy's or any of its Subsidiaries, and (B) is determined
by the Board in its good faith, reasonable judgment, (ii) failure to perform
(other than due to Incapacity) duties of the office held by Executive as
reasonably directed by the Board which duties are within the control of
Executive, which failure, if curable, is not cured within fifteen (15) days
after notice thereof to Executive (for avoidance of doubt, a failure of Roundy's
or any of its Subsidiaries to achieve any level of financial performance,
targets or goals is not a breach of this provision), (iv) gross negligence or
willful misconduct with respect to Roundy's which causes financial or
reputational harm to Roundy's in the good faith determination of Roundy's Board,
or (v) any other breach of this Agreement, which breach, if curable, is not
cured within fifteen (15) days after written notice thereof to Executive
describing such breach with reasonable specificity. In the event that Executive
is terminated for Cause, Executive shall be entitled to deliver written

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notice to Roundy's within fifteen (15) days following such termination demanding
that the determination of the existence of the commission of the felony or fraud
by Executive which served as the basis of his termination for Cause be
determined by arbitration in accordance with the procedures set forth in Section
20(o) hereof. If the arbitrator determines that the commission of the felony or
fraud by Executive which served as the basis of his termination for Cause did
not exist, the termination shall be treated as a termination without Cause and
Roundy's shall promptly pay and provide to Executive the compensation payments
and other benefits that should have been made or provided since the Termination
Date and shall continue to pay and provide any compensation payments and
benefits that should continue to be provided in a termination without Cause and
Roundy's shall pay the fees and expenses of Executive related to such
arbitration. If the arbitrator determines that the commission of the felony or
fraud by Executive which served as the basis of his termination for Cause did
exist, Executive shall promptly pay the fees and expenses of Roundy's related to
such arbitration.

          "Change of Control" means (i) any "person" or "group" (as such terms
are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934),
other than an existing record or beneficial shareholder of the Company or
Roundy's, as the case may be, shall become the "beneficial owner" (as defined in
Rules 13d-3 and 13d-5 under the Exchange Act of 1934), directly or indirectly of
more than 50% of the outstanding capital stock of the Company or Roundy's, as
applicable (ii) consummation by the Company or Roundy's of a complete
liquidation, or sale or disposition by the Company or Roundy's, as the case may
be, of all or substantially all of it assets (determined on a consolidated
basis); or (iii) consummation of any consolidation or merger involving the
Company or Roundy's in which the Company or Roundy's, as the case may be, is not
the continuing or surviving entity or pursuant to which the capital stock of the
Company or Roundy's, as the case may be, is converted into cash, securities or
other property, other than a merger or consolidation of the Company or Roundy's
in which the beneficial owners of the capital stock of the Company or Roundy's,
as the case may be, outstanding immediately prior to the consolidation or merger
hold, directly or indirectly, at least a majority of the capital stock of the
surviving entity immediately after such consolidation or merger; provided,
however, that notwithstanding anything to the contrary contained herein, a
Change of Control shall be deemed not to have occurred in the event that the
Company or Roundy's has completed an initial public offering of its securities
pursuant to the Securities Act of 1933.

          "Code" means the Internal Revenue Code of 1986, as amended, and any
reference to any particular Code section shall be interpreted to include any
revision of or successor to that section regardless of how numbered or
classified.

          "Common Stock" has the meaning set forth in the Preamble.

          "Company" has the meaning set forth in the Preamble.

          "Confidential Information" means all information of a confidential or
proprietary nature (whether or not specifically labeled or identified as
"confidential"), in any form or medium, that is or was disclosed to, or
developed or learned by, Executive in connection with

                                       15



                                                                  EXECUTION COPY

Executive's relationship with the Company or any of its Affiliates prior to the
date hereof or during the Employment Period and that relates to the actual or
anticipated business, products, services, financing, research or development of
the Company or any of its Affiliates or their respective suppliers, distributors
or customers. Confidential Information includes, but is not limited to, the
following: (i) internal business information (including information relating to
strategic and staffing plans and practices, business, training, marketing,
promotional and sales plans and practices, cost, rate and pricing structures,
accounting and business methods); (ii) identities of, individual requirements
of, specific contractual arrangements with, information about and confidential
and proprietary information of any of the Company's or any of its Affiliates'
suppliers, distributors and customers; (iii) trade secrets, compilations of data
and analyses, techniques, systems, formulae, research, records, reports,
manuals, documentation, models, data and data bases relating thereto; (iv)
inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, reports and all similar or related information (whether or not
patentable); and (v) Acquisition Targets and Active Targets. Confidential
Information shall not include information that (a) is or becomes publicly known
through no wrongful act or breach of obligation of confidentiality; (b) was
rightfully received by Executive from a third party (other than any of the
Company's Affiliates or any of the Company's or any of its Affiliates'
suppliers, distributors or customers) without a breach of any obligation of
confidentiality by such third party known to Executive or (c) was known to
Executive prior to his employment with Roundy's.

          "Dominick's" has the meaning set forth in Section 5(f).

          "Dominick's Agreement" has the meaning set forth in Section 5(f).

          "EBITDA" for any fiscal year means the consolidated net income of
Roundy's and its Subsidiaries for such year plus, to the extent deducted in
determining such net income, interest expense (including writeoff of debt
issuance costs or debt discount), provisions for federal, state or local taxes,
depreciation and amortization of any type, non-operating charges (including but
not limited to stock option compensation charges and related charges),
transactions costs related to the Share Exchange or any other acquisitions that
ordinarily would be capitalized but were not capitalized in such fiscal year),
calculated before extraordinary gains and losses and excluding any gains and
losses on the disposition on any of the assets (other than inventory sold in the
ordinary course of business) of Roundy's or any of its Subsidiaries, and
calculated in accordance with generally accepted accounting principles and
determined from the Roundy's audited annual financial statements for such year.
Notwithstanding the foregoing, in the event Roundy's or any of its Subsidiaries
consummates an acquisition or divesture within any fiscal year, the Board may,
acting reasonably and in good faith, adjust the Base Case for the fiscal year in
which such acquisition or divesture is consummated.

          "Effective Date" means the closing of the Share Exchange pursuant to
the terms and conditions set forth in the Share Exchange Agreement by and
between the Company and Roundy's.

          "Election Notice" has the meaning set forth in Section 9(c)(i).

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          "Employment Period" has the meaning set forth in Section 10.

          "Executive" has the meaning set forth in the Preamble.

          "Executive Note" has the meaning set forth in Section 2.

          "Executive Stock" shall mean (i) the Vesting Shares and any other
Stock or equity securities hereafter acquired by Executive and (ii) any equity
securities issued or issuable directly or indirectly with respect to any of the
securities referred to in clause (i) above by way of stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. Such stock shall continue to be Executive
Stock in the hands of any holder (except for the Company, the Investors and
transferees in a Public Sale consummated in accordance with this Agreement and
the Investor Rights Agreement), and except as otherwise provided herein, each
such other holder of Executive Stock shall succeed to all rights and obligations
attributable to Executive as a holder of Executive Stock hereunder. Executive
Stock shall include both vested and unvested Executive Stock and shall include
interests in the Company issued with respect to Executive Stock including,
without limitation, by way of any recapitalization.

          "Fair Market Value" shall mean:

          (a)  with respect to each share of Vesting Shares which is listed on
any stock exchange or quoted in the NASDAQ System or the over-the-counter
market, the average of the closing prices of the sale of any such share on all
stock exchanges on which such security may at the time be listed, or, if there
have been no sales on any such exchange on any day, the average of the highest
bid and lowest asked prices on all such exchanges at the end of such day, or, if
on any day such security is not so listed, the average of the representative bid
and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or,
if on any day such security is not quoted in the NASDAQ System, the average of
the highest bid and lowest asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau
Incorporated, or any similar successor organization, in each such case averaged
over a period of 21 days consisting of the day as of which the Fair Market Value
is being determined and the 20 consecutive business days prior to such day; and

          (b)  with respect to each Vesting Share which is not, as of the date
of determination, listed on any stock exchange or quoted in the NASDAQ System or
the over-the-counter market, the Fair Market Value thereof shall be the amount
which each such Vesting Share would receive upon a liquidating distribution, in
accordance with the Articles of Incorporation, of the proceeds of a sale of the
Company and its Subsidiaries as a going concern at market value as determined in
good faith mutually by the board of directors of the Company and Executive and
in accordance with the Articles of Incorporation and determined as of the
Termination Date, without any discount for minority interest; provided that if
the parties cannot agree on Fair Market Value within 30 days after the
Termination Date, the Fair Market Value will be decided by a mutually acceptable
independent investment bank and if the parties are unable to agree on such an
investment bank, one shall be chosen by lot from four nationally

                                       17



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recognized investment banks, two of which shall be designated by the Company and
two of which shall be designated by Executive. The determination of the
investment bank pursuant hereto shall be final and binding (absent fraud or
manifest error) and the fees and expenses of such investment bank shall be borne
in proportion to success by the Company, on the one hand, and Executive, on the
other hand.

          "Food Industries" means the grocery, including wholesale and retail,
industries .

          "Geographic Area" means the States of Illinois, Indiana, Michigan,
Ohio, Wisconsin, any other state in which the Company or any of its Subsidiaries
conduct significant business after the date hereof, and any other state in which
an Active Target is located.

          "Good Reason" shall mean the resignation of Executive within six (6)
months following the occurrence of: (a) the relocation of Roundy's principal
executive offices anywhere outside the greater Milwaukee, Wisconsin area, unless
Executive agrees to such relocation; (b) if Executive is forced or required to
relocate; (c) the requirement that Executive report to anyone other than the
Board; (d) the removal of any titles of Executive specified in Section 10 hereof
unless Executive agrees to the removal of any such titles; (e) a material
reduction in the scope of Executive's authorities, duties or responsibilities;
(f) a material breach of Roundy's obligations under this Agreement, which
breach, if curable, is not cured within fifteen (15) days after written notice
thereof to Roundy's describing such breach with reasonable specificity; or (g) a
Change of Control. In the event that Executive terminates his employment for
Good Reason, the Company shall be entitled to deliver written notice to
Executive within fifteen (15) days following such termination demanding that the
determination of the existence of Good Reason be determined by arbitration in
accordance with the procedures set forth in Section 20(o) hereof. If the
arbitrator determines that Good Reason did not exist, the termination shall be
treated as a Voluntary Termination and Roundy's shall have no obligations to pay
or provide to Executive the compensation payments and other benefits to which he
would have otherwise been entitled to pursuant to a Termination for Good Reason.
If the arbitrator determines that Good Reason did exist, in addition to the
compensation payments and other benefits payable to Executive based on a
termination for Good Reason, Roundy's shall pay the fees and expenses of
Executive related to such arbitration.

          "Incapacity" means the disability of Executive caused by any physical
or mental injury, illness or incapacity as a result of which Executive is unable
to effectively perform the essential functions of Executive's duties as
determined by the board of directors of Roundy's in good faith, for a period of
ninety (90) consecutive days or a period of 120 days during any 180-day period.

          "Investor Election Period" has the meaning set forth in Section
9(c)(ii).

          "Investor Rights Agreement" has the meaning set forth in the Preamble.

          "Investors" has the meaning set forth in the Preamble.

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          "Noncompete Period" means the one (1) year period following the
Termination Date.

          "Original Cost" of any share of Executive Stock means the price paid
by Executive for such share of Executive Stock (as appropriately adjusted for
stock splits, stock combinations and similar events).

          "Permitted Transferee" means any permitted transferee of Stock
pursuant to a transfer in accordance with Section 2D of the Investor Rights
Agreement.

          "Person" means an individual or a corporation, partnership, limited
liability company, trust, unincorporated organization, association or other
entity.

          "Preferred Stock" has the meaning set forth in the Preamble.

          "Public Sale" means any sale pursuant to a registered public offering
under the Securities Act or any sale to the public through a broker, dealer or
market maker pursuant to the provisions of Rule 144 adopted under the Securities
Act.

          "Reference Period" means the one (1) year period immediately preceding
the Termination Date.

          "Repurchase Notice" has the meaning set forth in Section 9(b).

          "Repurchase Option" has the meaning set forth in Section 9(a).

          "Repurchase Shares" shall mean (i) the Vesting Shares and (ii) any
equity securities issued or issuable directly or indirectly with respect to any
of the securities referred to in clause (i) above by way of stock dividend or
stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization. Such stock shall continue to be
Repurchase Shares in the hands of any holder (except for the Company, the
Investors and transferees in a Public Sale consummated in accordance with the
Investor Rights Agreement), and except as otherwise provided herein, each such
other holder of Repurchase Shares shall succeed to all rights and obligations
attributable to Executive as a holder of Repurchase Shares hereunder. Repurchase
Shares shall include both Vested and Unvested Repurchase Shares and shall
include interests in the Company issued with respect to Repurchase Shares
including, without limitation, by way of any recapitalization.

          "Roundy's" has the meaning set forth in the Preamble.

          "Salary Bonus" has the meaning set forth in Section 12(c).

          "Securities Act" means the Securities Act of 1933, as amended from
time to time.

          "Share Exchange Agreement" means that certain Share Exchange Agreement
dated as of April 8, 2002 by and between the Company and Roundy's.

                                       19



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          "Stock" has the meaning set forth in the Preamble.

          "Subsidiary" means, with respect to any Person, any corporation,
limited liability company, partnership, association or business entity of which
(i) if a corporation, a majority of the total voting power of shares of stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof, or (ii) if a limited
liability company, partnership, association or other business entity (other than
a corporation), a majority of partnership or other similar ownership interest
thereof is at the time owned or controlled, directly or indirectly, by any
Person or one or more Subsidiaries of that Person or a combination thereof. For
purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a limited liability company, partnership, association or
other business entity (other than a corporation) if such Person or Persons shall
be allocated a majority of limited liability company, partnership, association
or other business entity gains or losses or shall be or control any managing
director or general partner of such limited liability company, partnership,
association or other business entity. For purposes hereof, references to a
"Subsidiary" of the Company shall be given effect only at such times that the
Company has one or more Subsidiaries, and, unless otherwise indicated, the term
"Subsidiary" refers to a Subsidiary of the Company.

          "Supplemental Repurchase Notice" has the meaning set forth in Section
9(d).

          "Termination" has the meaning set forth in Section 13(a).

          "Termination Date" has the meaning set forth in Section 13(a).

          "Transfer" has the meaning given such term in the Investor Rights
Agreement.

          "Unvested Repurchase Shares" shall mean (i) Repurchase Shares which
have not become vested and (ii) any equity securities issued or issuable
directly or indirectly with respect to any of the securities referred to in
clause (i) above by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. Such stock shall continue to be Unvested Repurchase Shares in
the hands of any holder (except for the Company, the Investors and transferees
in a Public Sale consummated in accordance with the Investor Rights Agreement),
and except as otherwise provided herein, each such other holder of Unvested
Repurchase Shares shall succeed to all rights and obligations attributable to
Executive as a holder of Unvested Repurchase Shares hereunder.

          "Unvested Shares" has the meaning set forth in Section 8.

          "Vested Repurchase Shares" shall mean (i) Repurchase Shares which have
become vested and (ii) any equity securities issued or issuable directly or
indirectly with respect to any of the securities referred to in clause (i) above
by way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, merger, consolidation or other reorganization. Such
stock shall continue to be Vested Repurchase Shares in the hands of any holder
(except for the Company, the Investors and transferees in a Public Sale
consummated in

                                       20



                                                                  EXECUTION COPY

accordance with the Investor Rights Agreement), and except as otherwise provided
herein, each such other holder of Vested Repurchase Shares shall succeed to all
rights and obligations attributable to Executive as a holder of Vested
Repurchase Shares hereunder.

          "Vested Shares" has the meaning set forth in Section 8.

          "Vesting Shares" has the meaning set forth in Section 1.

          "Voluntary Termination" has the meaning set forth in Section 13(a).

          "Work Product" means all inventions, innovations, improvements,
developments, methods, processes, designs, analyses, drawings, reports and all
similar or related information (whether or not patentable or reduced to practice
or comprising Confidential Information) and any copyrightable work, trade mark,
trade secret or other intellectual property rights (whether or not comprising
Confidential Information) and any other form of Confidential Information, any of
which relate to Roundy's or any of its Affiliates' actual or anticipated
business, research and development or existing or future products or services
and which were or are conceived, reduced to practice, contributed to, developed,
made or acquired by Executive (whether alone or jointly with others) while
employed (both before and after the date hereof) by Roundy's (or its
predecessors, successors or assigns) and its Affiliates.

     19.  Notices. Any notice provided for in this Agreement must be in writing
and must be either personally delivered, mailed by first class mail (postage
prepaid and return receipt requested) or sent by reputable overnight courier
service (charges prepaid) to the recipients at the address indicated below:


          If to Executive:                1321 North Green Bay Road
                                          Lake Forest, IL 60045

          with a copy to:                 Katten Muchin Zavis Rosenman
                                          525 West Monroe
                                          Chicago, IL 60661
                                          Attn:   Walter S. Weinberg

          If to the Company:              c/o Willis, Stein & Partners III, L.P.
                                          One North Wacker Drive, Suite 4800
                                          Chicago, IL 60606
                                          Attn:   Mark P. Michaels

          with a copy to:

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                                                                  EXECUTION COPY

         and                                Kirkland & Ellis
                                            200 East Randolph Drive
                                            Chicago, IL 60601
                                            Attn:  John A. Weissenbach
                                                   David H.C. Lee

         If to the Investors:               Willis, Stein & Partners III, L.P.
                                            One North Wacker Drive, Suite 4800
                                            Chicago, IL 60606
                                            Attn:  Mark P. Michaels

         with a copy to                     Kirkland & Ellis
                                            200 East Randolph Drive
                                            Chicago, IL 60601
                                            Attn:  John A. Weissenbach
                                                   David H.C. Lee

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been duly given or made as
follows: (a) if sent by registered or certified mail in the United States,
return receipt requested, upon actual receipt; (b) if sent by reputable
overnight air courier (such as DHL or Federal Express), two business days after
being so sent; (c) if sent by telecopy or facsimile transmission (and receipt is
confirmed), when transmitted at or before 5:00 p.m. local time at the location
of receipt on a business day, and if received after 5:00 p.m. or on a day other
than a business day, on the next following business day, but only if also sent
by reputable overnight air courier within one business day following
transmission; or (d) if otherwise actually personally delivered, when so
delivered.

     20.  General Provisions

          (a)  Transfers in Violation of Agreement. Any Transfer or attempted
Transfer of any Executive Stock in violation of any provision of this Agreement
or the Investors Rights Agreement shall be void, and the Company shall not
record such Transfer on its books or treat any purported transferee of such
Executive Stock as the owner of such Executive Stock for any purpose.

          (b)  Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. The parties
specifically acknowledge and agree that each covenant and agreement contained in
Section 14, 15(a), 15(b), 16(a), 16(b), 16(d) or 16(e) of this Agreement is
separate and independent.

                                       22



                                                                  EXECUTION COPY

          (c)  Complete Agreement. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way
(including, without limitation, any employment agreement or similar agreement
assumed by Roundy's or its Affiliates and Executive, which is hereby
terminated).

          (d)  Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

          (e)  Successors and Assigns. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by
Executive, the Company, Roundy's, the Investors and their respective successors
and assigns; provided that the rights and obligations of Executive under this
Agreement shall not be assignable except in connection with a permitted transfer
of Executive Stock hereunder or under the Investor Rights Agreement; and
provided further that no assignment by Executive of any rights hereunder shall
relieve Executive of any obligations hereunder.

          (f)  Governing Law. The corporate law of the State of Delaware will
govern all issues concerning the relative rights of the Company and its
stockholders. All other issues concerning this Agreement shall be governed by
and construed in accordance with the laws of the State of Wisconsin without
giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Wisconsin or any other jurisdiction) that would cause the
application of the law of any jurisdiction other than the State of Wisconsin.

          (g)  Remedies. Each of the parties to this Agreement shall be entitled
to enforce its rights under this Agreement specifically, to recover damages and
costs (including reasonable attorney's fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages would not be
an adequate remedy for any breach of the provisions of this Agreement and that
any party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or deposit) for specific
performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.

          (h)  Survival. The provisions set forth in Section 4, Section 9 and
Sections 13 through 20 shall survive and continue in full force and effect in
accordance with their terms notwithstanding any termination of the Employment
Period.

          (i)  Amendment and Waiver. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company, Executive
and Investors owning a majority of the Stock on a fully-diluted basis held by
all Investors.

                                       23



                                                                  EXECUTION COPY

          (j)  Third-Party Beneficiaries. The parties hereto acknowledge and
agree that the Investors are third party beneficiaries of this Agreement. This
Agreement will inure to the benefit of and be enforceable by the Investors and
their respective successors and assigns, subject to amendment or waiver as
provided in subparagraph (i) foregoing.

          (k)  Strict Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the parties hereto, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement.

          (l)  Other Laws. Nothing in this Agreement shall be construed to limit
or negate any common or statutory law, including, without limitation, any laws
of fiduciary duties, torts or trade secrets, where it provides the parties
hereunder with broader protection than that provided herein.

          (m)  Joint and Several Liability. The Company and Roundy's shall be
jointly and severally liable to the Executive for all obligations of the Company
and/or Roundy's under this Agreement.

          (n)  Expenses. Roundy's shall pay the reasonable fees and expenses,
including reasonable attorneys' fees, incurred by Executive in connection with
the preparation, negotiation, execution and delivery of this Agreement, the
Securities Purchase Agreement and the other agreements entered into in
connection herewith or therewith.

          (o)  Arbitration. In the event of any controversy among the parties
hereto arising out of, or relating to, this Agreement, which cannot be settled
amicably by the parties, such controversy shall be finally, exclusively and
conclusively settled by mandatory arbitration conducted expeditiously in
accordance with the American Arbitration Association rules for employment
disputes, by a single independent arbitrator; provided that notwithstanding the
foregoing Roundy's shall be entitled to seek a temporary restraining order and
any other injunctive relief, from a court of competent jurisdiction, restraining
Executive from committing or continuing any violation of Sections 14, 15 or 16
herein; provided further that monetary damages for any breach of this Agreement
shall be determined pursuant to this Section 20(o). If the parties are unable to
agree on the selection of an arbitrator, then any party may petition the
American Arbitration Association for the appointment of an arbitrator, which
appointment shall be made within ten (10) days of the petition therefore. Either
the Company or Executive may institute such arbitration proceeding by giving
written notice to the other party. A hearing shall be held by the arbitrator in
the City of Chicago, Illinois within thirty (30) days of his or her appointment.
In preparation for their presentation at such hearing, each party may depose a
maximum of four people. Each such deposition shall last no more than six (6)
hours. Each side may file with the arbitrator one brief not in excess of thirty
(30) pages, excluding exhibits. Each side shall have no more than eight (8)
hours to present its position to the arbitrator. The hearing shall be no more
than three (3) days in length. The decision of the arbitrator shall be final and
binding upon all parties hereto and shall be rendered pursuant a written
decision which contains

                                       24



                                                                  EXECUTION COPY

a detailed recital of the arbitrator's reasoning. Judgment upon the award
rendered may be entered in any court having jurisdiction thereof.

                                     * * * *

                                       25



                                                                  EXECUTION COPY

     IN WITNESS WHEREOF, the parties hereto have executed this Executive
Agreement on the date first written above.

                           ROUNDY'S ACQUISITION CORP.

                           By: /s/ Mark P. Michaels
                              -----------------------------------

                           Its: VP & Secretary
                               ----------------------------------

                           ROUNDY'S, INC.


                           By: /s/ Edward G. Kitz
                              -----------------------------------

                           Its: VP, Secretary & Treasurer
                               ----------------------------------

                           EXECUTIVE:

                            /s/ Robert A. Mariano
                           --------------------------------------



                                                                  EXECUTION COPY

                              Salary Bonus Schedule

             Executive shall be entitled to receive the following Salary Bonus
for each fiscal year beginning in fiscal year 2002, which Salary Bonus shall be
paid at the time the independent audit of Roundy's financial statements for such
fiscal year is completed:

             (a)  Fiscal Year 2002:

             For fiscal year 2002 Executive shall be entitled to receive a
Salary Bonus as set forth below:

                    ----------------------------------------------
                       % of Base Salary to
                         be Received as          % of 2002 Base
                          Salary Bonus           Case Achieved
                    ----------------------------------------------
                             100%                    105%
                    ----------------------------------------------
                              97%                    104%
                    ----------------------------------------------
                              94%                    103%
                    ----------------------------------------------
                              91%                    102%
                    ----------------------------------------------
                              88%                    101%
                    ----------------------------------------------
                              85%                    100%
                    ----------------------------------------------
                              79%                     99%
                    ----------------------------------------------
                              73%                     98%
                    ----------------------------------------------
                              67%                     97%
                    ----------------------------------------------
                              61%                     96%
                    ----------------------------------------------
                              55%                     95%
                    ----------------------------------------------
                              49%                     94%
                    ----------------------------------------------
                              43%                     93%
                    ----------------------------------------------
                              37%                     92%
                    ----------------------------------------------
                              31%                     91%
                    ----------------------------------------------
                              25%                     90%
                    ----------------------------------------------
                               0%                    *90%
                    ----------------------------------------------

* Denote less than

             "2002 Base Case" means for fiscal year 2002, EBITDA for the twelve
month period ended December 31, 2002 equal to $127,600,000.

             (b) Fiscal Years 2003 -2007:

             For each of fiscal years 2003 through 2007 Executive shall be
entitled to a Salary Bonus as set forth below:



                                                                  EXECUTION COPY

             ----------------------------------------------

                % of Base Salary to      % of Fiscal Year
                   be Received as            Base Case
                    Salary Bonus             Achieved
             ----------------------------------------------
                         100%                  110%
             ----------------------------------------------
                          99%                  109%
             ----------------------------------------------
                          98%                  108%
             ----------------------------------------------
                          97%                  107%
             ----------------------------------------------
                          96%                  106%
             ----------------------------------------------
                          95%                  105%
             ----------------------------------------------
                          94%                  104%
             ----------------------------------------------
                          93%                  103%
             ----------------------------------------------
                          92%                  102%
             ----------------------------------------------
                          91%                  101%
             ----------------------------------------------
                          90%                  100%
             ----------------------------------------------
                       85.57%                   99%
             ----------------------------------------------
                       81.33%                   98%
             ----------------------------------------------
                          77%                   97%
             ----------------------------------------------
                       72.67%                   96%
             ----------------------------------------------
                       68.33%                   95%
             ----------------------------------------------
                          64%                   94%
             ----------------------------------------------
                       59.67%                   93%
             ----------------------------------------------
                       55.33%                   92%
             ----------------------------------------------
                          51%                   91%
             ----------------------------------------------
                       46.67%                   90%
             ----------------------------------------------
                       42.33%                   89%
             ----------------------------------------------
                          38%                   88%
             ----------------------------------------------
                       33.67%                   87%
             ----------------------------------------------
                       29.33%                   86%
             ----------------------------------------------
                          25%                   85%
             ----------------------------------------------
                           0%                  *85%
             ----------------------------------------------

* Denote less than

     For each fiscal year, the "Base Case" shall be an amount equal to the
projected EBITDA set forth in Roundy's budget for such fiscal year, as
determined by the Board acting reasonably and in good faith. Notwithstanding the
foregoing, in the event Roundy's or any of its Subsidiaries consummates an
acquisition or divesture within any fiscal year, the Board may, acting
reasonably and in good faith, adjust the Base Case for the fiscal year in which
such acquisition or divesture is consummated.

                                       2



                                                                  EXECUTION COPY

                             SECURED PROMISSORY NOTE

$419,333                                                            June 6, 2002

          For value received, Robert A. Mariano ("Executive") promises to pay to
Roundy's Acquisition Corp., a Delaware corporation (the "Company"), the
aggregate principal sum of $419,333 together with interest thereon calculated
from the date hereof (the "Date of Issuance") in accordance with the provisions
of this Secured Promissory Note (this "Note"). This Note was issued pursuant to
and is subject to the terms of that certain Executive Agreement (the "Executive
Agreement"), dated as of June 4, 2002, by and between the Company and Executive.
Any capitalized terms used herein and not defined shall have the meaning
assigned to them in the Executive Agreement.

     1.   Payment and Capitalization of Interest

          (a) Interest shall accrue on the outstanding principal amount of this
Note (including any portion thereof which is Capitalized Interest) at a rate
equal to the lesser of (i) a rate which shall equal 4.74% and (ii) the highest
rate permitted by applicable law. On each anniversary of the Date of Issuance (a
"Capitalization Date") on which any portion of the unpaid principal amount of
this Note remains outstanding, all accrued interest as of such date shall be
capitalized and made part of the unpaid principal amount hereunder as of such
date (the "Capitalized Interest"). Interest shall be computed on the basis of a
365-day year and the actual number of days elapsed. Any accrued interest
(including Capitalized Interest) which for any reason has not theretofore been
paid shall be paid in full on the date on which the final principal payment on
this Note is paid.

     2.   Payment of Principal on Note

          (a) Scheduled Payments. Executive shall pay the entire principal
amount of this Note (including any portion thereof which is Capitalized
Interest), plus all accrued and unpaid interest, on the later to occur of (i)
the fifth anniversary of the Date of Issuance and (ii) the end of the Employment
Period (the "Maturity Date").

          (b) Voluntary Prepayment. Executive may prepay, at any time and from
time to time, without premium or penalty, all or any portion of the outstanding
principal amount of this Note plus all accrued and unpaid interest thereon.

          (c) Mandatory Prepayment. Executive shall prepay, without premium or
penalty, amounts due under this Note as follows:

              (i) Immediately upon receipt of any cash proceeds Executive
receives in connection with Executive's ownership of the Company's Stock,
Executive shall prepay an amount of this Note equivalent to the amount of all
such cash proceeds (net of any expenses and



                                                                  EXECUTION COPY

taxes payable with respect to the transaction in which such proceeds were
received) received up to the amount of principal and unpaid interest due
hereunder.

               (ii)  Upon the consummation of a Change of Control prior to the
Maturity Date, this Note shall be immediately due and payable and Executive
shall prepay all of the outstanding principal amount of this Note, plus all
accrued and unpaid interest thereon, as of the date of the consummation of such
Change of Control.

               (iii) If Executive's employment by Roundy's terminates for any
reason, this Note shall be immediately due and payable and Executive shall
prepay all of the outstanding principal amount of this Note, plus all accrued
and unpaid interest thereon, as of the date of such termination.

     3.  Collateral. The amounts due under this Note are secured by a pledge of
the Executive Stock, pursuant to a certain Stock Pledge Agreement, dated as of
the date hereof, by and between Executive and Company (the "Pledge Agreement").

     4.  Limited Recourse as to Principal. Executive shall have full personal
liability for all accrued and unpaid interest (including Capitalized Interest)
under this Note. Notwithstanding anything to the contrary herein, the Company
hereby agrees that Executive shall not have personal liability with respect to
any amounts owed under this Note, except as set forth in this paragraph and
except for the Company's rights of set off as set forth in Section 9(e) of the
Executive Agreement. Executive shall have personal liability under this Note for
the principal amount of this Note, but in no event shall such liability exceed
the Aggregate Recourse Amount determined as of the time of the Company's claim,
and only to the extent of any shortfall in repayment after any collateral which
secures this Note shall have been realized upon. "Aggregate Recourse Amount"
means as of any time an amount equal to (A) 50% of the aggregate original
principal amount of this Note, minus (B) the aggregate amount of all principal
and interest payments made under this Note from the Date of Issuance of this
Note through such time, including payments incident to Executive's declaring
bankruptcy. Nothing in this paragraph 4, however, shall affect any of the
Company's rights under the Pledge Agreement.

     5.  Miscellaneous

         (a)  In the event Executive fails to pay any amounts due hereunder when
due, Executive shall pay to the holder hereof, in addition to such amounts due,
all costs of collection, including reasonable attorneys fees.

         (b)  Executive, or his successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
nonpayment of this Note, and expressly agrees that this Note, or any payment
hereunder, may be extended from time to time and that the holder hereof may
accept security for this Note or release security for this Note, all without in
any way affecting the liability of Executive hereunder.

         (c)  This Note shall be governed by the internal laws, not the laws of
conflicts, of the State of Delaware.

                                       2



                                                                  EXECUTION COPY

                                    * * * * *

                                       3



                                                                  EXECUTION COPY

        IN WITNESS WHEREOF, Executive has executed and delivered this Executive
Promissory Note as of the date first written above.




                                          EXECUTIVE:


                                           /s/ Robert A. Mariano
                                          -------------------------------------


                      [Signature Page to Promissory Note]



                                                                  EXECUTION COPY

                             STOCK PLEDGE AGREEMENT

          THIS STOCK PLEDGE AGREEMENT (this "Agreement") is made as of June 6,
2002, by and between Robert A. Mariano ("Pledgor") and Roundy's Acquisition
Corp., a Delaware corporation (the "Company"). Any capitalized terms used herein
but not defined shall have the meanings assigned to them in the Executive
Agreement.

          The Company and Pledgor are parties to an Executive Agreement (the
"Executive Agreement"), dated as of June 4, 2002, pursuant to which the Company
is selling to Pledgor 4,193.33 shares of the Company's Common Stock (the
"Pledged Interests"), all of which are pledged pursuant to this Agreement, and
the Company has permitted the Pledgor to pay the purchase price therefor by
delivery to the Company of a promissory note (the "Note") in the aggregate
principal amount of $419,333. This Agreement provides the terms and conditions
upon which the Note is secured by a pledge to the Company of the Collateral (as
defined below).

          NOW, THEREFORE, in consideration of the premises contained herein and
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, and in order to induce the Company to accept the Note as
payment for the Pledged Interests, Pledgor and the Company hereby agree as
follows:

     1.   Pledge. Pledgor hereby pledges to the Company, and grants to the
Company a security interest in, the Pledged Interests and any related rights to
payment, profits, distributions thereon, as the case may be, and all proceeds
thereof, including any securities and moneys received (collectively the
"Collateral"), whether now existing or acquired, as security for the prompt and
complete payment when due of the unpaid principal of and interest on the Note
and full payment and performance of the obligations and liabilities of Pledgor
hereunder (including reasonable costs and attorneys fees associated with
enforcement hereunder).

     2.   Delivery of Pledged Interests. Pledgor agrees to deliver to the
Company any certificates or instruments representing the Pledged Interests or
other Collateral, duly endorsed in blank or accompanied by undated stock powers
duly executed in blank by such Pledgor or such other instruments of transfer as
are acceptable to the Company.

     3.   Uncertificated Stock. To the extent that the Pledged Interests or
other Collateral are uncertificated securities, Pledgor agrees to take all
actions required to perfect the security interest of the Company in such
Collateral under applicable law. The Pledgor further agrees to take such actions
as the Company deems necessary or desirable to effect the foregoing and to
permit the Company to exercise any of its rights and remedies hereunder.

     4.   Other Collateral. The Pledgor agrees that the Company may file UCC
Financing Statements in those jurisdictions which the Company determines
necessary or appropriate to perfect the security interests of the Company in any
of the Collateral and to take such other



                                                                  EXECUTION COPY

action as the Company deems necessary or desirable to perfect the security
interests of the Company herein described.

     5.  Voting Rights; Cash Distribution. Notwithstanding anything to the
contrary contained herein, during the term of this Agreement until such time as
there exists a default in the payment of principal or interest on the Note or
any other default under the Note or hereunder, to the extent the Pledged
Interests have become vested in accordance with the Executive Agreement, Pledgor
shall be entitled to all voting rights with respect to the Pledged Interests and
shall be entitled to receive all cash distributions paid in respect of the
Pledged Interests. Upon the occurrence of and during the continuance of any such
default, at the option of the Company and upon notice by the Company to the
Pledgor, Pledgor shall not be able to vote the Pledged Interests, such voting
rights with respect thereto shall be exercisable by the Company and the Company
shall retain all such cash distributions payable on the Pledged Interests as
additional security hereunder. In furtherance of the Company's rights under this
Section, the Pledgor shall execute and deliver to the Company, or cause to be
executed and delivered to the Company, all such proxies, powers of attorney, and
other instruments as the Company may reasonably request for the purpose of
enabling the Company to exercise the voting rights which it is entitled to
exercise or refrain from exercising pursuant to this Section 5.

     6.  Other Distributions, etc. If, while this Agreement is in effect,
Pledgor becomes entitled to receive or receives any securities or other property
in addition to, in substitution of, or in exchange for any of the Pledged
Interests (whether as a distribution in connection with any recapitalization,
reorganization or reclassification), Pledgor shall accept such securities or
other property on behalf of and for the benefit of the Company as additional
security for Pledgor's obligations under the Note and shall promptly deliver
such additional security to the Company together with duly executed forms of
assignment, and such additional security shall be deemed to be part of the
Pledged Interests hereunder.

     7.  Default. If Pledgor (a) defaults in the payment of the principal under
the Note when it becomes due (whether upon demand, acceleration or otherwise) or
any other event of default under the Note or this Agreement occurs (including,
without limitation, the bankruptcy or insolvency of Pledgor) or (b) defaults in
the payment of interest or any other amount related to the Note, the Company may
(following five (5) days' notice to Executive, during which the default is not
cured) exercise any and all the rights, powers and remedies of any owner of the
Pledged Interests (including the right to vote the Pledged Interests and receive
any distributions with respect to such Pledged Interests) and shall have and may
exercise without demand any and all the rights and remedies granted to a secured
party upon default under the Uniform Commercial Code of Delaware or otherwise
available to the Company under applicable law. Without limiting the foregoing,
after the occurrence of and during the continuance of a default, the Company is
authorized to sell, assign and deliver at its discretion, from time to time, all
or any part of the Collateral at any private sale or public auction, on not less
than ten (10) days' written notice to Pledgor, at such price or prices and upon
such terms as the Company may deem advisable. Pledgor shall have no right to
redeem the Collateral after any such sale or assignment. At any such sale or
auction, the Company may bid for, and become the purchaser of, the whole or any
part of the Pledged Interests offered for sale. In case of any such sale, after
deducting the

                                       2



                                                                  EXECUTION COPY

costs, attorneys' fees and other expenses of sale and delivery, the remaining
proceeds of such sale shall be applied to the principal of and accrued interest
on the Note and other amounts related thereto (including costs, attorneys' fees
associated with enforcement hereof); provided that after payment in full of the
indebtedness evidenced by the Note, the balance of the proceeds of sale then
remaining shall be paid to Pledgor and Pledgor shall be entitled to the return
of any of the Pledged Interests remaining in the hands of the Company. Pledgor
shall be liable for any deficiency (but only to the extent liable therefor under
the Note) if the remaining proceeds are insufficient to pay the indebtedness
under the Note in full, including the fees of any attorneys employed by the
Company to collect such deficiency.

     8.   Costs and Attorneys' Fees. All costs and expenses (including
reasonable attorneys' fees) incurred in exercising any right, power or remedy
conferred by this Agreement or in the enforcement thereof, shall become part of
the indebtedness secured hereunder and shall be repaid from the proceeds of the
sale of the Pledged Interests hereunder.

     9.   Payment of Indebtedness and Release of Pledged Interests. Upon payment
in full of the indebtedness evidenced by the Note and any amounts owed
hereunder, the Company shall take all necessary action required to release any
security interests the Company has with respect to the Collateral.

     10.  No Other Liens; No Sales or Transfers. Pledgor hereby represents and
warrants that Pledgor has good and valid title to all of the Collateral, free
and clear of all liens, security interests and other encumbrances (other than
pursuant to the Investor Rights Agreement or the Executive Agreement ), and
Pledgor hereby covenants that, until such time as all of the outstanding
principal of and interest on the Note and amounts due and owing hereunder have
been repaid, Pledgor shall not (i) create, incur, assume or suffer to exist any
pledge, security interest, encumbrance, lien or charge of any kind against the
Collateral or Pledgor's rights or a holder thereof, other than pursuant to the
Executive Agreement or this Agreement, or (ii) sell or otherwise transfer any of
the Collateral or any interest therein (other than pursuant to the Executive
Agreement or the Investor Rights Agreement).

     11.  Further Assurances. Pledgor agrees that at any time and from time to
time upon the written request of the Company, Pledgor shall execute and deliver
such further documents (including UCC financing statements) and do such further
acts and things as the Company may reasonably request to effect the purposes of
this Agreement.

     12.  Severability. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     13.  No Waiver; Cumulative Remedies. The Company shall not by any act,
delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
the Company, and then only to the extent therein set forth. A waiver by the
Company of any right or remedy hereunder on any one

                                       3



                                                                  EXECUTION COPY

occasion shall not be construed as a bar to any right or remedy which the
Company would otherwise have on any future occasion. No failure to exercise nor
any delay in exercising on the part of the Company, any right, power or
privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided are cumulative and may be exercised singly or concurrently, and are not
exclusive of any rights or remedies provided by law.

     14.  Waivers, Amendments; Applicable Law. None of the terms or provisions
of this Agreement may be waived, altered, modified or amended except by an
instrument in writing, duly executed by the parties hereto. This Agreement and
all obligations of the Pledgor hereunder shall together with the rights and
remedies of the Company hereunder, inure to the benefit of the Company and its
successors and assigns. This Agreement shall be governed by, and be construed
and interpreted in accordance with, the laws of the State of Delaware, without
giving effect to any applicable principles of conflicts of laws.

                                    * * * * *

                                       4




                                                                  EXECUTION COPY

        IN WITNESS WHEREOF, this Stock Pledge Agreement has been executed as of
the date first above written.

                                             EXECUTIVE:

                                             /s/ Robert A. Mariano
                                             -----------------------------------

                                             ROUNDY'S ACQUISITION CORP.


                                             By: /s/ Mark P. Michaels
                                                 -------------------------------
                                             Its: VP & Secretary
                                                  ------------------------------

                   [Signature Page to Stock Pledge Agreement]



                                                                  EXECUTION COPY

                                                                    June 6, 2002


                       ELECTION TO INCLUDE STOCK IN GROSS
                     INCOME PURSUANT TO SECTION 83(b) OF THE
                              INTERNAL REVENUE CODE

          On June 6, 2002 (the "Effective Date"), the undersigned purchased from
Roundy's Acquisition Corp., a Delaware corporation (the "Company"), 4,193.33
shares of Common Stock of the Company, par value $.01 per share ("Executive
Securities"). Under certain circumstances, the Company and/or certain of the
Company's stockholders (the "Investors") have the right to repurchase the
Executive Securities at cost from the undersigned (or from the holder of the
Executive Securities, if different from the undersigned) should the undersigned
cease to be employed by Roundy's Inc. ("Roundy's"). Hence, the Executive
Securities are subject to a substantial risk of forfeiture and are
nontransferable. The undersigned desires to make an election to have the
Executive Securities taxed under the provision of Code (S)83(b) at the time the
undersigned purchased the Executive Securities.

          Therefore, pursuant to Code (S)83(b) and Treasury Regulation (S)1.83-2
promulgated thereunder, the undersigned hereby makes an election with respect to
the Executive Securities (as described in paragraph 2 below), to report as
taxable income for calendar year 2002 the excess (if any) of the Executive
Securities' fair market value on June 6, 2002 over the purchase price thereof.

          The following information is supplied in accordance with Treasury
Regulation (S)1.83-2(e):

          1)  The name, address and social security number of the undersigned:

                    Robert A. Mariano
                    1321 North Green Bay Road
                    Lake Forest, IL 60045
                    SS#: ______--____--______

          2)  A description of the property with respect to which the election
is being made: 4,193.33 shares of Common Stock of the Company, par value $.01
per share.

          3)  The date on which the property was transferred: June 6, 2002. The
taxable year for which such election is made: calendar year 2002.

          4)  The Executive Securities shall become vested ratably, on a
quarterly basis, over the five year period commencing February 2, 2002, as long
as Executive remains employed by Roundy's, and shall be deemed to be unvested to
the extent not vested as of termination of such employment. Notwithstanding the
foregoing, in the event the Executive ceases to be




                                                                  EXECUTION COPY

employed by Roundy's for cause, all of the Executive Securities shall be subject
to repurchase by the Company and/or the Investors at a price equal to the lesser
of original cost and fair market value.

          5) The fair market value on June 6, 2002 of the property with respect
to which the election is being made, determined without regard to any lapse
restrictions: $419,333.

          6) The amount paid for such property: $419,333.

          A copy of this election has been furnished to the Secretary of the
Company pursuant to Treasury Regulations (S)1.83-2(e)(7).

Dated: June 6, 2002                           /s/ Robert A. Mariano
                                              ----------------------------------
                                                  Robert A. Mariano



                                                                  EXECUTION COPY

                                                                       EXHIBIT D

                                 GENERAL RELEASE

     I, Robert A. Mariano, in consideration of and subject to the terms and
conditions set out in the Executive Agreement dated as of June 4, 2002 between
the Company and Executive (as amended from time to time, the "Agreement"), and
other good and valuable consideration, do hereby release and forever discharge
as of the date hereof Roundy's Inc., a Wisconsin corporation (the "Company"),
its parents, subsidiaries and affiliates and each of their respective present
and former directors, officers, partners, members, agents, representatives,
employees, successors and assigns (collectively, the "Released Parties") to the
extent provided below.

1.   I understand and agree that I will not receive the benefits specified in
     Section 13(d) of the Agreement unless I execute this General Release.

2.   I knowingly and voluntarily release and forever discharge the Company and
     the other Released Parties from any and all claims, known or unknown, which
     I, my heirs, executors, administrators and assigns, may have, which arise
     out of my employment with, and my separation from, Roundy's Inc. and the
     other Released Parties (including, but not limited to, any allegation,
     claim or violation, arising under: Title VII of the Civil Rights Act of
     1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in
     Employment Act of 1967, as amended (including the Older Workers Benefit
     Protection Act); the Equal Pay Act of 1963, as amended; the Americans with
     Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the
     Civil Rights of 1866, as amended; the Worker Adjustment Retraining and
     Notification Act; Section 510 of the Employee Retirement Income Security
     Act of 1974; any applicable Executive Order Programs; the Fair Labor
     Standards Act; or their state or local counterparts; or under any other
     federal, state or local civil or human rights law, or under any other
     local, state, or federal law, regulation or ordinance; or under any public
     policy, contract or tort, or under common law, for wrongful discharge; or
     arising under any policies, practices or procedures of the Companies; or
     any claim for breach of contract, infliction of emotional distress,
     defamation; or any claim for costs, fees, or other expenses including
     attorney' fees, incurred in these matters); provided, however, that the
     foregoing release and discharge shall not apply to rights and benefits I
     have with respect to any equity I own in the Company or any of its
     Affiliates (including rights and benefits under the Investor Rights
     Agreement), to rights I have with respect to any severance or other
     payments or health benefits pursuant to Section 13(d) of the Agreement or
     to any benefits vested under any employee benefit plans.

3.   I agree that this General Release does not waive or release any rights or
     claims that I may have under the Age Discrimination in Employment Act of
     1967 which arise after the date I execute this General Release.

4.   I agree not to file any charge or complaint on my own behalf, based upon
     claims arising from, or attributable in any way to, my employment with, and
     the separation of my employment with Roundy's Inc. and any other of the
     Released Parties, before any federal,












                                                                  EXECUTION COPY

     state or local court, or administrative agency, or to participate in any
     such charge or complaint which may be made by any other person or
     organization on my behalf. I also agree to withdraw and/or dismiss any such
     pending charges or complaints.

5.   I agree that neither this General Release, nor the furnishing of the
     consideration for this General Release, shall be deemed or construed at any
     time to be an admission of any improper or unlawful conduct of myself or
     any of the Released Parties.

6.   I agree that if I challenge the validity of this General Release I will
     immediately repay to the Company any amounts paid pursuant to Section 13(d)
     of the Agreement, though I acknowledge that such repayment will not vitiate
     any of the rights of the Released Parties under this General Release. I
     also agree that if I violate this General Release by suing the Company or
     any of the other Released Parties, I will pay all costs and expenses of
     defending against the suit incurred by the Released Parties, including
     reasonable attorneys' fees.

7.   I agree that this General Release is confidential and agree not to disclose
     any information regarding the terms of this General Release, except to my
     immediate family and any tax, legal or other counsel I have consulted
     regarding the meaning or effect hereof or as required by law, and I will
     instruct each of the foregoing not to disclose the same to anyone.

8.   Any non-disclosure provision in this General Release does not prohibit or
     restrict me (or my attorney) from responding to any inquiry about this
     General Release or its underlying facts and circumstances by the Securities
     and Exchange Commission (SEC), the National Association of Securities
     Dealers, Inc. (NASD), any other self-regulatory organization or
     governmental entity.

9.   I agree to make myself available to and cooperate with the Company in any
     internal investigation or administrative, regulatory, or judicial
     proceeding. I understand and agree that my cooperation will include, but
     not be limited to, making myself available to the Company or the Released
     Parties upon reasonable notice for interviews and factual investigations;
     appearing at the Company's (or Released Parties') request to give testimony
     without requiring service of a subpoena or other legal process;
     volunteering to the Company or the Released Parties pertinent information;
     and turning over all relevant documents which are or may come into my
     possession. I understand that in the event the Company or the Released
     Parties ask for my cooperation in accordance with this provision, the
     Company or the Released Parties will reimburse me for reasonable expenses,
     including travel, lodging, meals and attorneys employed by me in connection
     with such availability and cooperation, upon my submission of receipts. The
     Company and the Released Parties agree that any request for my cooperation
     will not unreasonably interfere with my efforts to find new employment or
     any new employment I may have following the termination of my employment
     with the Company and further agree that, without my prior consent, I will
     not be required to cooperate with the Company and the



                                                                  EXECUTION COPY

     Released Parties for more than ten (10) hours per month or an aggregate of
     fifty (50) hours per year.

10.  Whenever possible, each provision of this General Release shall be
     interpreted in such manner as to be effective and valid under applicable
     law, but if any provision of this General Release is held to be invalid,
     illegal or unenforceable in any respect under any applicable law or rule in
     any jurisdiction, such invalidity, illegality or unenforceability shall not
     affect any other provision or any other jurisdiction, but this General
     Release shall be reformed, construed and enforced in such jurisdiction as
     if such invalid, illegal or unenforceable provision had never been
     contained herein.

BY SIGNING THIS GENERAL RELEASE, I STATE THAT:

1.   I HAVE READ IT;

2.   I UNDERSTAND IT AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING
     BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT
     OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1967, AS AMENDED;
     THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND
     THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

3.   I CONSENT TO EVERYTHING IN IT;

4.   I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I
     HAVE DONE SO;

5.   I HAVE BEEN GIVEN WHAT I CONSIDER A SUFFICIENT PERIOD OF TIME TO REVIEW AND
     CONSIDER THIS GENERAL RELEASE BEFORE SIGNING IT;

6.   I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY; AND

7.   I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
     WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN
     AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

8.

DATE: ________________________                Signed:___________________________
                                                     Robert A. Mariano

EX-10.22

                                                                   EXHIBIT 10.22

        Roundy's, Inc. Board of Directors Resolutions Amending Deferred
                                Compensation Plan

WHEREAS, the Company sponsors the Roundy's, Inc. Deferred Compensation Plan (the
"Plan"), pursuant to which the Company's employees participating therein have
elected to defer the receipt of a portion of their compensation until after the
termination of their employment; and

WHEREAS, the Plan currently provides that, upon the termination of a
participant's employment prior to reaching his or her designated retirement age,
such participant will receive his or her deferred compensation benefit in a lump
sum rather than on the benefit payment terms previously selected by such
participant; and

WHEREAS, the Company wishes to eliminate this provision such that a
participant's deferred compensation benefit will be payable upon the terms
designated by the participant regardless of when his or her employment
terminates;

NOW THEREFORE, effective immediately upon the adoption of these resolutions, the
Plan is hereby amended as follows:

     The paragraph entitled " - Other Terminations of Employment Except Due to
     Death or Normal Retirement" is repealed and recreated to read in its
     entirety as follows:

          "A participant whose benefit is payable for a reason other than (i)
          normal retirement at or after age 65 (or such earlier age as such
          participant may have elected in his or her Deferred Compensation
          Agreement(s)) or (ii) death, will receive his or her deferred
          compensation benefit on the terms provided in the preceding paragraph,
          commencing at age 65 (or such earlier age as such participant may have
          elected in his or her Deferred Compensation Agreement(s))."

     This amendment shall be effective for all deferrals under the Plan,
     including those made prior to the adoption of this amendment ("Prior
     Deferrals") as well as those made hereafter; provided that it shall not be
     effective for any participant as to Prior Deferrals until such participant
     has consented to this amendment.

EX-10.23

                                                                   EXHIBIT 10.23

                    RESOLUTION AUTHORIZING THE ASSIGNMENT OF
                    THE "THREE TIMES SALARY" GROUP CARVE-OUT
                     LIFE INSURANCE POLICIES TO THE OFFICERS
                      IN THE EVENT OF A CHANGE OF CONTROL;
                          AUTHORIZING CERTAIN OFFICERS
                        TO PURCHASE HEALTH CARE COVERAGE
                       FROM THE CORPORATION AT COBRA RATES
                   UNTIL THE OFFICERS ARE MEDICARE ELIGIBLE OR
              RE-EMPLOYED, IN THE EVENT OF A CHANGE OF CONTROL; AND
                     AUTHORIZING THE CORPORATION TO PROVIDE
                 PROFESSIONAL OUTPLACEMENT SERVICE TO ANY OF THE
                     OFFICERS UP TO A MAXIMUM OF $5,000 PER
                OFFICER IF THE OFFICER'S EMPLOYMENT IS TERMINATED
                     WITHIN ONE YEAR OF A CHANGE OF CONTROL

                  NOW, THEREFORE, BE IT RESOLVED, that in the event of a change
         of control followed by the termination of the employment of any officer
         (whether elected or appointed) of the corporation within one (1) year
         after (or substantially concurrently with) such change of control,
         under circumstances in which such officer is entitled to receive the
         "Deferred Compensation Amount" benefit under his "Deferred Compensation
         Agreement" with the corporation (or, in the case of Mr. Lestina, the
         "Severance Benefit" under his Severance and Non-Competition Agreement,
         and in the case of Mr. Fryda, if he would have been entitled to such a
         benefit were he a party to a Deferred Compensation Agreement on the
         same terms as the other Vice Presidents of the corporation), such
         officer shall be entitled, in addition to any benefits to which he is
         entitled under his existing agreements with the corporation:

                  (1)      to have assigned to him, at no cost, the "three times
                           salary" group carve-out life insurance policy
                           insuring his life;

                  (2)      subject to the qualifications set out below, to
                           purchase health care coverage from the corporation,
                           at the prevailing COBRA rates in effect from time to
                           time, for a continuous period of time until such
                           officer is Medicare eligible or at such time as such
                           officer is re-employed and provided with health care
                           coverage from another source (provided, that this
                           provision shall not apply to Messrs. Lestina and
                           Ranus, who have other contractual arrangements with
                           the corporation); and



                  (3)    to professional outplacement services, at the expense
                         of the corporation, at a cost up to a maximum of $5,000
                         per officer.

                  FURTHER RESOLVED, that the right to purchase health insurance
         coverage provided in paragraph (2) of the preceding resolution is
         subject to the following: (i) the coverage shall be such as is
         available from time to time under the group plan offered by the
         corporation to its employees generally; (ii) it shall be effective only
         for so long as the corporation continues to offer such coverage to its
         employees generally; and (iii) it shall be effective only if and to the
         extent that the officer remains insurable under any third party
         insurance (including any so-called "stop loss" insurance used in
         connection with a self-insured plan) the corporation has in effect in
         connection with such plan;

                  FURTHER RESOLVED, that it is intended that the rights granted
         under these resolutions be enforceable by the officers individually,
         subject to the following resolution;

                  FURTHER RESOLVED, that these resolutions may be amended,
         repealed or rescinded by the Board of Directors at any time prior to
         the occurrence of a change of control, but not thereafter;

                  FURTHER RESOLVED, that the Secretary is directed to provide
         notice of this resolution to each of the 12 officers as soon as
         practicable after this meeting.

EX-10.24

                                                                   Exhibit 10.24

EXCERPT FROM ROUNDY'S, INC. BOARD OF DIRECTORS RESOLUTION ADOPTED DECEMBER 10,
1980 RELATING TO POST-RETIREMENT HEALTH CARE BENEFITS FOR CERTAIN OFFICERS,
INCLUDING MESSRS. LESTINA AND RANUS

     Effective January 1, 1981, when an Officer who is also a Director retires
     at or after age 55, Roundy's will continue to provide him at its cost and
     expense, with the family plan of V.I.P. medical and surgical insurance, or
     its equivalent, which it then provides for its officers, until the retiree
     is 65 years of age. At age 65, and for the rest of his life, the coverage
     provided will be the basic group hospitalization contract which supplements
     Medicare.

     When the retired Officer/Director dies, or a current employed
     Officer/Director dies, the surviving spouse will be insured under Roundy's
     then basic family Blue Cross plan or equivalent until her death or her
     re-marriage, whichever first occurs, at Roundy's cost and expense.

     All benefits under this policy are to coordinated with any other private,
     employee or Medicare insurance plans of the retiree or spouse.

EX-10.25

                                                                   EXHIBIT 10.25

                                 ROUNDY'S, INC.

                    CONFIDENTIALITY AND NONCOMPETE AGREEMENT
                    ----------------------------------------

          THIS AGREEMENT is made as of June 6, 2002 between Roundy's, Inc., a
Wisconsin corporation (the "Company"), and Gerald F. Lestina ("Shareholder").

          The Company and Shareholder desire to enter into an agreement (i)
defining the relative rights of the Company and Shareholder with respect to
Intellectual Property (as defined below) owned by the Company or its customers
or clients to which Shareholder may have had access or may have contributed as a
result of Shareholder's consulting or other employment relationship or
arrangement with the Company and (ii) setting forth the obligation of
Shareholder to refrain from competing with the Company.

          This Agreement is executed and delivered by Shareholder in conjunction
with and in consideration of the purchase of 3,106 shares of the Company's stock
from Shareholder pursuant to that certain Share Exchange Agreement dated as of
April 8, 2002 by and among the Company and Roundy's Acquisition Corp., a
Delaware corporation (the "Exchange Agreement") and is not being entered into in
connection with any employment, consulting or other similar relationship or
arrangement between the Company and Shareholder.

          NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and Shareholder hereby agree as
follows:

          1. Nondisclosure and Nonuse of Confidential Information.

Shareholder shall not disclose or use at any time any Confidential Information
(as defined below) of which Shareholder is or becomes aware, whether or not such
information is developed by him, except to the extent that such disclosure or
use is authorized by the Company or, in the event the Shareholder hereafter
performs any services at the request of the Company, is directly related to and
required by Shareholder's performance of such duties. Shareholder shall take all
appropriate steps to safeguard Confidential Information and to protect it
against disclosure, misuse, espionage, loss and theft to the extent such
Confidential Information is in Shareholder's possession or subject to his
control.

          (a) As used in this Agreement, the term "Confidential Information"
means information that is not generally known to or ascertainable (through
lawful and proper means) by the public and that is used, developed or obtained
by the Company in connection with its business, including but not limited to (i)
products or services, (ii) fees, costs and pricing structures, (iii) designs,
(iv) analysis, (v) drawings, photographs and reports, (vi) computer software,
including operating systems, applications and program listings, (vii) flow
charts,



manuals and documentation, (viii) data bases, (ix) accounting and business
methods, (x) inventions, devices, new developments, methods and processes,
whether patentable or unpatentable and whether or not reduced to practice, (xi)
customers and clients and customer or client lists, (xii) copyrightable works,
(xiii) all technology and trade secrets, and (xiv) all similar and related
information in whatever form. Confidential Information shall not include any
information (X) that is generally known to or ascertainable (through lawful and
proper means) by the public prior to the date Shareholder proposes to disclose
or use such information or (Y) that has been independently acquired or developed
by Shareholder without violating any of his obligations under this Agreement.
Information shall not be deemed to have been published or available merely
because individual portions of the information have been separately published or
available, but only if all material features comprising such information have
been published in combination.

          2. The Company's Ownership of Intellectual Property. In the event that
Shareholder, as part of any activities on behalf of the Company has generated,
authored or contributed to any invention, design, new development, device,
product, method or process (whether or not patentable or reduced to practice or
comprising Confidential Information), any copyrightable work (whether or not
comprising Confidential Information) or any other form of Confidential
Information relating directly or indirectly to the Company's business as now or
hereinafter conducted (collectively, "Intellectual Property"), Shareholder
acknowledges that such Intellectual Property is the exclusive property of the
Company and hereby assigns all right, title and interest in and to such
Intellectual Property to the Company. Any copyrightable work prepared in whole
or in part by Shareholder will be deemed "a work made for hire" under Section
201(b) of the 1976 Copyright Act, and the Company shall own all of the rights
comprised in the copyright therein. Shareholder shall promptly and fully
disclose all Intellectual Property to the Company and shall cooperate with the
Company to protect the Company's interests in and rights to such Intellectual
Property (including, without limitation, providing reasonable assistance in
securing patent protection and copyright registrations and executing all
documents as reasonably requested by the Company, including, without limitation,
such requests that occur after the date hereof).

          3. Delivery of Materials. As requested by the Company from time to
time, Shareholder shall promptly deliver to the Company all copies and
embodiments, in whatever form, of all Confidential Information and Intellectual
Property in Shareholder's possession or within his control (including, but not
limited to, written records, notes, photographs, manuals, notebooks,
documentation, program listings, flow charts, magnetic media, disks, diskettes,
tapes and all other materials containing any Confidential Information or
Intellectual Property) irrespective of the location or form of such material
and, if requested by the Company, shall provide the Company with written
confirmation that all such materials have been delivered to the Company.

          4. Noncompetition. Shareholder acknowledges and agrees with the
Company that the services provided by the Shareholder to the Company prior to
the date hereof were unique in nature and that the Company would be irreparably
damaged if Shareholder were to provide similar services to any person or entity
competing with the Company or engaged in a similar business. Shareholder
accordingly covenants and agrees with the Company that during

                                       2



the period commencing with the date of this Agreement and ending on the third
anniversary of the date hereof (the "Noncompetition Period"), Shareholder shall
not, directly or indirectly, either for himself or for any other individual,
corporation, partnership, joint venture or other entity, participate in any
business (including, without limitation, any division, group or franchise of a
larger organization) located in the States of Illinois, Indiana, Michigan,
Minnesota, Ohio or Wisconsin (the "Protected Territory") which engages or which
proposes to engage in the business of the wholesale distribution and retail sale
of food, groceries, general merchandise and other goods and services related to
the wholesale or retail sale or distribution of food or groceries (a
"Competitive Business"); provided, that a "Competitive Business" shall not
include what is commonly referred to as a "food service" business such as those
currently conducted by Sysco Corporation and Reinhart Food Service, so long as
such business does not engage or propose to engage in a Competitive Business.
For purposes of this Agreement, the term "participate in" shall include, without
limitation, having any direct or indirect interest in any corporation,
partnership, joint venture or other entity, whether as a sole proprietor, owner,
stockholder, partner, joint venturer, creditor or otherwise, or rendering any
direct or indirect service or assistance to any individual, corporation,
partnership, joint venture and other business entity (whether as a director,
officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing
herein shall prohibit Shareholder from being a passive owner of not more than 2%
of the outstanding securities of any class of a corporation which is publicly
traded, so long as Shareholder has no active participation in the business of
any such corporation.

          5. Nonsolicitation. During the Noncompetition Period, Shareholder
shall not (i) induce or attempt to induce any employee of the Company to leave
the employ of the Company, or in any way interfere with the relationship between
the Company and any employee thereof, (ii) hire directly or through another
entity any person who was an employee of the Company at any time during the
Noncompetition Period, or (iii) induce or attempt to induce any customer,
supplier, licensee or other business relation of the Company to cease doing
business with the Company, or in any way interfere with the relationship between
any such customer, supplier, licensee or business relation and the Company.

          6. Notices. Any notice provided for in this Agreement must be in
writing and must be either personally delivered, mailed by first class mail
(postage prepaid and return receipt requested) or sent by reputable overnight
courier service (charges prepaid) to the recipient at the address below
indicated:

          To the Company:   Roundy's, Inc.
                            2500 Roundy Drive
                            P.O. Box 473
                            Pewaukee, WI  53072
                            Attn:  Secretary

          With Copies to:   Willis Stein & Partners
                            One North Wacker Drive
                            Suite 4800
                            Chicago, IL  60606
                            Attn:  Mark P. Michaels


                                       3



                                   and

                            Kirkland & Ellis
                            200 East Randolph Drive
                            Chicago, IL  60601
                            Attn:  John A. Weisenbach

          To Shareholder:   Gerald F. Lestina
                            N76 W36221 Saddlebrook Lane
                            Oconomowoc, WI 53066

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.

          7. General Provisions.

          (a) Company Subsidiaries. For purposes of this Agreement, the term
"Company" shall include all subsidiaries of the Company.


          (b) Not an Employment Agreement. Shareholder and the Company
acknowledge and agree that this Agreement is not intended and should not be
construed to grant Shareholder any right to employment with the Company or to
otherwise define the terms of any consulting or other relationship or
arrangement between the Company and Shareholder.

          (c) Absence of Conflicting Agreements. Shareholder hereby warrants and
covenants that (i) his execution, delivery and performance of this Agreement do
not and shall not result in a breach of the terms, conditions or provisions of
any agreement, instrument, order, judgment or decree to which Shareholder is
subject, (ii) Shareholder is not a party to or bound by any employment
agreement, noncompete agreement or confidentiality agreement with any other
person or entity and (iii) upon the execution and delivery of this Agreement by
the Company, this Agreement shall be the valid and binding obligation of
Shareholder, enforceable in accordance with its terms.

          (d) Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, and this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. The parties
agree that a court of competent jurisdiction making a determination of the
invalidity or unenforceability of any term or provision of Section 4 of this
Agreement shall have the power to reduce the scope, duration or area of any such
term or provision, to delete specific words or phrases or to replace any invalid
or unenforceable term or provision in Section 4 with a term or provision that is
valid and enforceable and that comes

                                       4



closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so modified.

          (e) Complete Agreement. This Agreement, those documents expressly
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.

          (f) Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

          (g) Successors and Assigns. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by the
Company and Shareholder and their respective successors and assigns; provided
that the rights and obligations of Shareholder under this Agreement may not be
assigned or delegated without the prior written consent of the Company.

          (h) Choice of Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS
HERETO SHALL BE GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF
THE STATE OF WISCONSIN.

          (i) Remedies. Each of the parties to this Agreement shall be entitled
to enforce its rights under this Agreement specifically, to recover damages and
costs (including reasonable attorneys fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that Shareholder's breach of any
term or provision of this Agreement shall materially and irreparably harm the
Company, that money damages shall accordingly not be an adequate remedy for any
breach of the provisions of this Agreement by Shareholder and that the Company
in its sole discretion and in addition to any other remedies it may have at law
or in equity may apply to any court of law or equity of competent jurisdiction
(without posting any bond or deposit) for specific performance and/or other
injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement.

          (j) Amendment and Waiver. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company and
Shareholder.

          (k) Sufficiency of Consideration, Reasonableness of Restrictions and
Nonapplicability of Wisconsin Statutes Section 103.465. Shareholder acknowledges
and agrees that the consideration Shareholder is receiving pursuant to the
Exchange Agreement is adequate and sufficient for the Shareholder's agreement to
the restrictions, agreements and covenants set forth in this Agreement,
including, without limitation, those set forth in Section 4 hereof. Shareholder
further acknowledges and agrees that the restrictions set forth in this
Agreement are

                                       5



fair and reasonable to Shareholder and have been specifically negotiated by
Shareholder (who was represented by counsel of his choosing in connection
therewith). The parties agree that this Agreement is being entered into in
connection with the transactions contemplated by the Exchange Agreement and not
in connection with any employment, consulting or other similar relationship or
arrangement between the Company and Shareholder. In light of the foregoing, it
is the intent of the Company and Shareholder that the provisions of Section
103.465 of the Wisconsin Statutes, as amended, or any successor statutory
provision, shall not apply to this Agreement.

          (l) Law of Torts and Trade Secrets. Both parties agree that nothing in
this Agreement shall be construed to limit or negate the common or statutory
laws of torts or trade secrets where they provide the Company with broader
protection than that provided herein.

                                    * * * * *


                                       6





          IN WITNESS WHEREOF, the parties hereto have executed this
Confidentiality and Noncompete Agreement on the date first written above.

                                 ROUNDY'S, INC.

                                 By /s/ Robert A. Mariano
                                   ---------------------------------
                                 Its President

                                 /s/ Gerald F. Lestina
                                 -----------------------------------
                                 Gerald F. Lestina

EX-10.26

                                                                   EXHIBIT 10.26

                                 ROUNDY'S, INC.

                    CONFIDENTIALITY AND NONCOMPETE AGREEMENT
                    ----------------------------------------

     THIS AGREEMENT is made as of June 6, 2002 between Roundy's, Inc., a
Wisconsin corporation (the "Company"), and Robert D. Ranus ("Shareholder").

     The Company and Shareholder desire to enter into an agreement (i) defining
the relative rights of the Company and Shareholder with respect to Intellectual
Property (as defined below) owned by the Company or its customers or clients to
which Shareholder may have had access or may have contributed as a result of
Shareholder's consulting or other employment relationship or arrangement with
the Company and (ii) setting forth the obligation of Shareholder to refrain from
competing with the Company.

     This Agreement is executed and delivered by Shareholder in
conjunction with and in consideration of the purchase of 4,425 shares of the
Company's stock from Shareholder pursuant to that certain Share Exchange
Agreement dated as of April 8, 2002 by and among the Company and Roundy's
Acquisition Corp., a Delaware corporation (the "Exchange Agreement") and is not
being entered into in connection with any employment, consulting or other
similar relationship or arrangement between the Company and Shareholder.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Shareholder hereby agree as follows:

     1. Nondisclosure and Nonuse of Confidential Information.

     (a) Shareholder shall not disclose or use at any time any Confidential
Information (as defined below) of which Shareholder is or becomes aware, whether
or not such information is developed by him, except to the extent that such
disclosure or use is authorized by the Company or, in the event the Shareholder
hereafter performs any services at the request of the Company, is directly
related to and required by Shareholder's performance of such duties. Shareholder
shall take all appropriate steps to safeguard Confidential Information and to
protect it against disclosure, misuse, espionage, loss and theft to the extent
such Confidential Information is in Shareholder's possession or subject to his
control.

     (b) As used in this Agreement, the term "Confidential Information" means
information that is not generally known to or ascertainable (through lawful and
proper means) by the public and that is used, developed or obtained by the
Company in connection with its business, including but not limited to (i)
products or services, (ii) fees, costs and pricing structures, (iii) designs,
(iv) analysis, (v) drawings, photographs and reports, (vi) computer software,
including operating systems, applications and program listings, (vii) flow
charts, manuals and documentation, (viii) data bases, (ix) accounting and
business methods, (x)



inventions, devices, new developments, methods and processes, whether patentable
or unpatentable and whether or not reduced to practice, (xi) customers and
clients and customer or client lists, (xii) copyrightable works, (xiii) all
technology and trade secrets, and (xiv) all similar and related information in
whatever form. Confidential Information shall not include any information (X)
that is generally known to or ascertainable (through lawful and proper means) by
the public prior to the date Shareholder proposes to disclose or use such
information or (Y) that has been independently acquired or developed by
Shareholder without violating any of his obligations under this Agreement.
Information shall not be deemed to have been published or available merely
because individual portions of the information have been separately published or
available, but only if all material features comprising such information have
been published in combination.

     2. The Company's Ownership of Intellectual Property. In the event that
Shareholder, as part of any activities on behalf of the Company has generated,
authored or contributed to any invention, design, new development, device,
product, method or process (whether or not patentable or reduced to practice or
comprising Confidential Information), any copyrightable work (whether or not
comprising Confidential Information) or any other form of Confidential
Information relating directly or indirectly to the Company's business as now or
hereinafter conducted (collectively, "Intellectual Property"), Shareholder
acknowledges that such Intellectual Property is the exclusive property of the
Company and hereby assigns all right, title and interest in and to such
Intellectual Property to the Company. Any copyrightable work prepared in whole
or in part by Shareholder will be deemed "a work made for hire" under Section
201(b) of the 1976 Copyright Act, and the Company shall own all of the rights
comprised in the copyright therein. Shareholder shall promptly and fully
disclose all Intellectual Property to the Company and shall cooperate with the
Company to protect the Company's interests in and rights to such Intellectual
Property (including, without limitation, providing reasonable assistance in
securing patent protection and copyright registrations and executing all
documents as reasonably requested by the Company, including, without limitation,
such requests that occur after the date hereof).

     3. Delivery of Materials. As requested by the Company from time to time,
Shareholder shall promptly deliver to the Company all copies and embodiments, in
whatever form, of all Confidential Information and Intellectual Property in
Shareholder's possession or within his control (including, but not limited to,
written records, notes, photographs, manuals, notebooks, documentation, program
listings, flow charts, magnetic media, disks, diskettes, tapes and all other
materials containing any Confidential Information or Intellectual Property)
irrespective of the location or form of such material and, if requested by the
Company, shall provide the Company with written confirmation that all such
materials have been delivered to the Company.

     4. Noncompetition. Shareholder acknowledges and agrees with the Company
that the services provided by the Shareholder to the Company prior to the date
hereof were unique in nature and that the Company would be irreparably damaged
if Shareholder were to provide similar services to any person or entity
competing with the Company or engaged in a similar business. Shareholder
accordingly covenants and agrees with the Company that during the period
commencing with the date of this Agreement and ending on the third anniversary
of

                                       2



the date hereof (the "Noncompetition Period"), Shareholder shall not, directly
or indirectly, either for himself or for any other individual, corporation,
partnership, joint venture or other entity, participate in any business
(including, without limitation, any division, group or franchise of a larger
organization) located in the States of Illinois, Indiana, Michigan, Minnesota,
Ohio or Wisconsin (the "Protected Territory") which engages or which proposes to
engage in the business of the wholesale distribution and retail sale of food,
groceries, general merchandise and other goods and services related to the
wholesale or retail sale or distribution of food or groceries (a "Competitive
Business"); provided, that a "Competitive Business" shall not include what is
commonly referred to as a "food service" business such as those currently
conducted by Sysco Corporation and Reinhart Food Service, so long as such
business does not engage or propose to engage in a Competitive Business. For
purposes of this Agreement, the term "participate in" shall include, without
limitation, having any direct or indirect interest in any corporation,
partnership, joint venture or other entity, whether as a sole proprietor, owner,
stockholder, partner, joint venturer, creditor or otherwise, or rendering any
direct or indirect service or assistance to any individual, corporation,
partnership, joint venture and other business entity (whether as a director,
officer, manager, supervisor, employee, agent, consultant or otherwise). Nothing
herein shall prohibit Shareholder from being a passive owner of not more than 2%
of the outstanding securities of any class of a corporation which is publicly
traded, so long as Shareholder has no active participation in the business of
any such corporation.

     5. Nonsolicitation. During the Noncompetition Period, Shareholder shall not
(i) induce or attempt to induce any employee of the Company to leave the employ
of the Company, or in any way interfere with the relationship between the
Company and any employee thereof, (ii) hire directly or through another entity
any person who was an employee of the Company at any time during the
Noncompetition Period, or (iii) induce or attempt to induce any customer,
supplier, licensee or other business relation of the Company to cease doing
business with the Company, or in any way interfere with the relationship between
any such customer, supplier, licensee or business relation and the Company.

     6. Notices. Any notice provided for in this Agreement must be in writing
and must be either personally delivered, mailed by first class mail (postage
prepaid and return receipt requested) or sent by reputable overnight courier
service (charges prepaid) to the recipient at the address below indicated:

                  To the Company:   Roundy's, Inc.
                                    2500 Roundy Drive
                                    P.O. Box 473
                                    Pewaukee, WI  53072
                                    Attn:  Secretary

                  With Copies to:   Willis Stein & Partners
                                    One North Wacker Drive
                                    Suite 4800
                                    Chicago, IL  60606
                                    Attn:  Mark P. Michaels

                                       3



                                             and

                                    Kirkland & Ellis
                                    200 East Randolph Drive
                                    Chicago, IL  60601
                                    Attn:  John A. Weisenbach

                  To Shareholder:   Robert D. Ranus
                                    380 Sheffield Drive
                                    Brookfield, WI 53005

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so delivered
or sent or, if mailed, five days after deposit in the U.S. mail.

     7. General Provisions

     (a) Company Subsidiaries. For purposes of this Agreement, the term
"Company" shall include all subsidiaries of the Company.

     (b) Not an Employment Agreement. Shareholder and the Company acknowledge
and agree that this Agreement is not intended and should not be construed to
grant Shareholder any right to employment with the Company or to otherwise
define the terms of any consulting or other relationship or arrangement between
the Company and Shareholder.

     (c) Absence of Conflicting Agreements. Shareholder hereby warrants and
covenants that (i) his execution, delivery and performance of this Agreement do
not and shall not result in a breach of the terms, conditions or provisions of
any agreement, instrument, order, judgment or decree to which Shareholder is
subject, (ii) Shareholder is not a party to or bound by any employment
agreement, noncompete agreement or confidentiality agreement with any other
person or entity and (iii) upon the execution and delivery of this Agreement by
the Company, this Agreement shall be the valid and binding obligation of
Shareholder, enforceable in accordance with its terms.

     (d) Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, and this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. The parties
agree that a court of competent jurisdiction making a determination of the
invalidity or unenforceability of any term or provision of Section 4 of this
Agreement shall have the power to reduce the scope, duration or area of any such
term or provision, to delete specific words or phrases or to replace any invalid
or unenforceable term or provision in Section 4 with a term or provision that is
valid and enforceable and that comes

                                       4



closest to expressing the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so modified.

     (e) Complete Agreement. This Agreement, those documents expressly referred
to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.

     (f) Counterparts. This Agreement may be executed in separate counterparts,
each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.

     (g) Successors and Assigns. Except as otherwise provided herein, this
Agreement shall bind and inure to the benefit of and be enforceable by the
Company and Shareholder and their respective successors and assigns; provided
that the rights and obligations of Shareholder under this Agreement may not be
assigned or delegated without the prior written consent of the Company.

     (h) Choice of Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY,
ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS HERETO SHALL
BE GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
WISCONSIN.

     (i) Remedies. Each of the parties to this Agreement shall be entitled to
enforce its rights under this Agreement specifically, to recover damages and
costs (including reasonable attorneys fees) caused by any breach of any
provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that Shareholder's breach of any
term or provision of this Agreement shall materially and irreparably harm the
Company, that money damages shall accordingly not be an adequate remedy for any
breach of the provisions of this Agreement by Shareholder and that the Company
in its sole discretion and in addition to any other remedies it may have at law
or in equity may apply to any court of law or equity of competent jurisdiction
(without posting any bond or deposit) for specific performance and/or other
injunctive relief in order to enforce or prevent any violations of the
provisions of this Agreement.

     (j) Amendment and Waiver. The provisions of this Agreement may be amended
and waived only with the prior written consent of the Company and Shareholder.

     (k) Sufficiency of Consideration, Reasonableness of Restrictions and
Nonapplicability of Wisconsin Statutes Section 103.465. Shareholder acknowledges
and agrees that the consideration Shareholder is receiving pursuant to the
Exchange Agreement is adequate and sufficient for the Shareholder's agreement to
the restrictions, agreements and covenants set forth in this Agreement,
including, without limitation, those set forth in Section 4 hereof. Shareholder
further acknowledges and agrees that the restrictions set forth in this
Agreement are


                                       5



fair and reasonable to Shareholder and have been specifically negotiated by
Shareholder (who was represented by counsel of his choosing in connection
therewith). The parties agree that this Agreement is being entered into in
connection with the transactions contemplated by the Exchange Agreement and not
in connection with any employment, consulting or other similar relationship or
arrangement between the Company and Shareholder. In light of the foregoing, it
is the intent of the Company and Shareholder that the provisions of Section
103.465 of the Wisconsin Statutes, as amended, or any successor statutory
provision, shall not apply to this Agreement.

     (l) Law of Torts and Trade Secrets. Both parties agree that nothing in this
Agreement shall be construed to limit or negate the common or statutory laws of
torts or trade secrets where they provide the Company with broader protection
than that provided herein.

                                    * * * * *

                                       6










     IN WITNESS WHEREOF, the parties hereto have executed this Confidentiality
and Noncompete Agreement on the date first written above.



                                 ROUNDY'S, INC.

                                 By /s/ Robert A. Mariano
                                    ------------------------------------
                                 Its President

                                    /s/ Robert D. Ranus
                                    ------------------------------------
                                    Robert D. Ranus

EX-12.1

                                                                    Exhibit 12.1

Ratio of earnings to fixed charges




                                January 3,     January 2,     January 1,   December 30,   December 29,
                                   1998           1999           2000          2000           2001
                              ------------------------------------------------------------------------
                                                                            
 Earnings (1)                   25,205,800     26,022,400     36,065,600     40,598,000     50,319,700
Fixed Charges                   10,867,933      9,705,400      8,957,967     19,841,133     25,272,533
                              ------------------------------------------------------------------------

   Total                        36,073,733     35,727,800     45,023,567     60,439,133     75,592,233
[divided by]
Fixed Charges                   10,867,933      9,705,400      8,957,967     19,841,133     25,272,533
                              ------------------------------------------------------------------------

 Ratio of earnings to
  fixed charges                        3.3            3.7            5.0            3.0            3.0
                              ========================================================================

Fixed Charges:
Interest Expense                 8,220,900      7,293,100      6,503,600     15,462,700     17,697,700
Amortization of
 deferred financing
 costs                              52,900         48,800         48,800        401,300      1,085,900
1/3 of Net Rent Expense          2,594,133      2,363,500      2,405,567      3,977,133      6,488,933
                               -----------------------------------------------------------------------

Total Fixed Charges             10,867,933      9,705,400      8,957,967     19,841,133     25,272,533







                               Pro Forma                                      Pro forma
                              December 29,      March 31,      March 30,      March 30,
                                  2001            2001           2002            2002
                              ---------------------------------------------------------
                                                                 
 Earnings (1)                   33,425,000      9,606,900     19,888,700     12,348,000
Fixed Charges                   43,762,733      5,944,633      5,254,833     10,500,133
                              ---------------------------------------------------------

   Total                        77,187,733     15,551,533     25,143,533     22,848,133
[divided by]
Fixed Charges                   43,762,733      5,944,633      5,254,833     10,500,133
                              ---------------------------------------------------------

 Ratio of earnings to
  fixed charges                        1.8            2.6            4.8            2.2
                              =========================================================

Fixed Charges:
Interest Expense                33,569,000      4,269,000      3,726,100      8,352,000
Amortization of
 deferred financing
 costs                           2,860,400         53,400         95,400        714,800
1/3 of Net Rent Expense          7,333,333      1,622,233      1,433,333      1,433,333
                              ---------------------------------------------------------

Total Fixed Charges             43,762,733      5,944,633      5,254,833     10,500,133


(1) Represents earnings before patronage dividends.

EX-23.2

                                                                    Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Registration Statement of Roundy's, Inc. on Form
S-4 of our report dated February 26, 2002, except for Note 1 and Note 15, as to
which the date is May 14, 2002, appearing in the Prospectus, which is part of
this Registration Statement, and of our report dated February 26, 2002 relating
to the financial statement schedule appearing elsewhere in this Registration
Statement.

We also consent to the reference to us under the headings "Summarized
Consolidated Financial Data", "Selected Historical Financial Data" and "Experts"
in such Prospectus.

DELOITTE & TOUCHE LLP

Milwaukee, Wisconsin
August 2, 2002

EX-25.1

                                                                    Exhibit 25.1
================================================================================



                                    FORM T-1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE


                      CHECK IF AN APPLICATION TO DETERMINE
           ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2) [_]

                           ---------------------------
                            BNY MIDWEST TRUST COMPANY
               (Exact name of trustee as specified in its charter)


                 Illinois                                       36-3800435
(Jurisdiction of incorporation or organization               (I.R.S. Employer
        if not a U.S. national bank)                      Identification Number)


            2 North LaSalle Street
                  Suite 1020
              Chicago, Illinois                                   60602
   (Address of principal executive offices)                     (Zip code)


                                John C. Hitt, Jr.
                               Chapman and Cutler
                             111 West Monroe Street
                             Chicago, Illinois 60603
                                 (312) 845-3000
                               (Agent for Service)

                           ---------------------------

                                 Roundy's, Inc.
               (Exact name of obligor as specified in its charter)

                   Wisconsin                                    39-0854535
        (State or other jurisdiction of                       (I.R.S. employer
        incorporation or organization)                       identification no.)

             23000 Roundy Drive
             Pewaukee, Wisconsin                                   53072
   (Address of principal executive offices)                      (Zip code)


           Each additional obligor as identified in Exhibit 10 hereto
                              Series A and Series B
                    8-7/8% Senior Subordinated Notes due 2012
                      (Title of the indenture securities)



================================================================================



Item 1.  General information. Furnish the following information as to the
         trustee:

         (a)    Name and address of each examining or supervising authority to
                which it is subject.


                                    Name                                   Address
                                                            
                  Office of Banks & Trust Companies of the     500 East Monroe Street
                  State of Illinois                            Springfield, Illinois 62701-1532

                  Federal Reserve Bank of Chicago              230 South LaSalle Street
                                                               Chicago, Illinois 60603


         (b)    Whether it is authorized to exercise corporate trust powers.

                Yes.


Item 2.  Affiliations with the obligor. If the obligor is an affiliate of the
         trustee, describe each such affiliation.

                None.


Item 16. List of Exhibits.

         1.     A copy of Articles of Incorporation of BNY Midwest Trust Company
                as now in effect. (Incorporated by reference to Exhibit 1 of the
                Form T-1 filed under Form 8-K, Commission File No. 0-18298, June
                25, 2002.)

          2, 3. A copy of the Certificate of Authority of the Trustee as now in
                effect, which contains the authority to commence business and a
                grant of powers to exercise corporate trust powers.
                (Incorporated by reference to Exhibit 2 of the Form T-1 filed
                under Form 8-K, Commission File No. 0-18298, June 25, 2002.)

          4.    A copy of the existing By-laws of the Trustee. (Incorporated by
                reference to Exhibit 4 of the Form T-1 filed under Form 8-K,
                Commission File No. 0-18298, June 25, 2002.)

          5.    Not applicable.

          6.    The consent of the Trustee required by Section 321(b) of the
                Act. (Exhibit A)

          7.    A copy of the latest report of condition of the Trustee
                published pursuant to law or to the requirements of its
                supervising or examining authority. (Exhibit B)

          8.    Not applicable.

          9.    Not applicable.

         10.    Additional Obligors. (Exhibit C)

                                       -2-



                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, BNY Midwest Trust Company, a corporation organized and existing under
the laws of the State of Illinois, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
The City of Chicago, and State of Illinois, on the 2nd day of August, 2002.

                                            BNY MIDWEST TRUST COMPANY

                                            By:/s/ M. Callahan
                                               ---------------------------------
                                               Name: M. Callahan
                                               Title: Assistant Vice President

                                      -3-



                                    EXHIBIT A

                               CONSENT OF TRUSTEE

     Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the proposed issue of Roundy's, Inc. Series A and
Series B 8-7/8% Senior Subordinated Notes due 2012, we hereby consent that
reports of examinations by Federal, State, Territorial, or District authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.

                                            BNY MIDWEST TRUST COMPANY

                                            By:/s/ M. Callahan
                                               ---------------------------------
                                               Name: M. Callahan
                                                     ---------------------------
                                               Title: Assistant Vice President
                                                     ---------------------------

Dated: August 2, 2002



                                    EXHIBIT B

                         OFFICE OF BANKS AND REAL ESTATE
                       Bureau of Banks and Trust Companies
                        CONSOLIDATED REPORT OF CONDITION
                                       OF
                            BNY Midwest Trust Company
                           209 West Jackson Boulevard
                                    Suite 700
                             Chicago, Illinois 60606

     Including the institution's domestic and foreign subsidiaries completed as
of the close of business on March 31, 2002, submitted in response to the call of
the Office of Banks and Real Estate of the State of Illinois.



                           ASSETS                                          THOUSANDS OF DOLLARS
                                                                        
1.   Cash and Due from Depository Institutions ................                   14,706

2.   U.S. Treasury Securities .................................                    - 0 -

3.   Obligations of States and Political Subdivisions..........                    - 0 -

4.   Other Bonds, Notes and Debentures ........................                    - 0 -

5.   Corporate Stock ..........................................                    - 0 -

6.   Trust Company Premises, Furniture, Fixtures
     and Other Assets Representing Trust Company
     Premises .................................................                      349

7.   Leases and Lease Financing Receivables ...................                    - 0 -

8.   Accounts Receivable ......................................                    4,204

9.   Other Assets .............................................

     (Itemize amounts greater than 15% of Line 9)
          Goodwill and Intangibles ......................86,813                   87,161

10.  TOTAL ASSETS .............................................                  106,420




                         OFFICE OF BANKS AND REAL ESTATE
                       Bureau of Banks and Trust Companies
                        CONSOLIDATED REPORT OF CONDITION
                                       OF
                            BNY Midwest Trust Company
                           209 West Jackson Boulevard
                                    Suite 700
                             Chicago, Illinois 60606



                    LIABILITIES                       THOUSANDS OF DOLLARS
                                                   
11.  Accounts Payable ............................            - 0 -

12.  Taxes Payable ...............................            - 0 -

13.  Other Liabilities for Borrowed Money ........           25,425

14.  Other Liabilities ...........................

     (Itemize amounts greater than 15% of Line 14)

     Taxes Due Parent Company ...............3,803
     Reserve for Taxes ......................3,128            7,174

15.  TOTAL LIABILITIES                                       32,599

                   EQUITY CAPITAL

16.  Preferred Stock .............................            - 0 -

17.  Common Stock ................................            2,000

18.  Surplus .....................................           62,130

19.  Reserve for Operating Expenses ..............            - 0 -

20.  Retained Earnings (Loss) ....................            9,691

21.  TOTAL EQUITY CAPITAL ........................           73,821

22.  TOTAL LIABILITIES AND EQUITY CAPITAL ........          106,420


                                      -2-



I, Robert L. De Paola, Vice President
   -----------------------------------------------------------------------------
              (Name and Title of Officer Authorized to Sign Report)

of BNY Midwest Trust Company certify that the information contained in this
statement is accurate to the best of my knowledge and belief. I understand that
submission of false information with the intention to deceive the Commissioner
or his Administrative officers is a felony.

                              /s/ Robert L. DePaola
 -------------------------------------------------------------------------------
                (Signature of Officer Authorized to Sign Report)

Sworn to and subscribed before me this 25th day of April, 2002

My Commission expires May 15, 2003.

                                          /s/ Joseph A. Giacobino, Notary Public
                                              -------------------
(Notary Seal)



Person to whom Supervisory Staff should direct questions concerning this report.
     Christine Anderson                               (212) 503-4204
- ----------------------------              --------------------------------------
            Name                               Telephone Number (Extension)

                                      -3-



                                    EXHIBIT C

                               ADDITIONAL OBLIGORS

         GUARANTOR UNDER              JURISDICTION OF         IRS EMPLOYER
         THE INDENTURE*                ORGANIZATION        IDENTIFICATION NO.

Cardinal Foods, Inc.                     Delaware             31-1193505
Holt Public Storage, Inc.                Wisconsin            39-1625007
Insurance Planners, Inc.                 Wisconsin            39-1017345
I.T.A., Inc.                             Wisconsin            39-1598441
Jondex Corp.                             Wisconsin            39-6043038
Kee Trans, Inc.                          Wisconsin            39-1598439
Mega Marts, Inc.                         Wisconsin            39-1584570
Midland Grocery of Michigan, Inc.        Michigan             31-1271538
Pick `n Save Warehouse Foods, Inc.       Wisconsin            39-1237362
Rindt Enterprises, Inc.                  Wisconsin            39-6043358
Ropak, Inc.                              Wisconsin            39-1266185
Scot Lad Foods, Inc.                     Wisconsin            36-3318402
Scot Lad-Lima, Inc.                      Ohio                 34-1755052
Shop-Rite, Inc.                          Wisconsin            39-1134847
Spring Lake Merchandise, Inc.            Ohio                 34-1597319
The Copps Corporation                    Wisconsin            39-0763870
The Midland Grocery Company              Ohio                 31-4252895
Ultra Mart Foods, Inc.                   Wisconsin            39-6043054
Village Market, LLC                      Indiana              35-2077271

- --------
* The address for each of the Guarantors is c/o Roundy's, Inc., 23000 Roundy
  Drive, Pewaukee, Wisconsin 53072, telephone (262) 953-7999.

EX-99.1

                                                                   EXHIBIT 99.1

                             LETTER OF TRANSMITTAL

                            To Tender for Exchange

                   8 7/8% Senior Subordinated Notes due 2012

                                      of

                                ROUNDY'S, INC.

              Pursuant to the Prospectus Dated August [  ], 2002


 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
 CITY TIME, ON [                ], 2002 UNLESS EXTENDED (THE "EXPIRATION DATE").


                PLEASE READ CAREFULLY THE ATTACHED INSTRUCTIONS

If you desire to accept the Exchange Offer, this Letter of Transmittal should
be completed, signed and submitted to the Exchange Agent:

                           BNY Midwest Trust Company
                            (the "Exchange Agent")

             By Overnight Courier or
               Registered/Certified
               Mail:                            By Hand:

               The Bank of New York       The Bank of New York
             101 Barclay Street--7 East 101 Barclay Street--7 East
             New York, New York 10286   New York, New York 10286
             Attention: Diane Amoroso,  Corporate Trust Services
                  Corporate Trust                Window
                     Department,        Attention: Diane Amoroso,
                Reorganization Unit        Reorganization Unit

              Facsimile Transmission:   For Information Telephone:
                  (212) 298-1915             (212) 815-3758

                Confirm Receipt of
               Facsimile by Telephone:
                  (212) 815-3758

   Delivery of this Letter of Transmittal to an address other than as set forth
above will not constitute a valid delivery.

   For any questions regarding this Letter of Transmittal or for any additional
information, you may contact the Exchange Agent by telephone at (212)
815-[5920], or by facsimile at (212) 815-[6339].

   The undersigned hereby acknowledges receipt of the Prospectus dated
[        ], 2002 (the "Prospectus") of Roundy's, Inc., a Wisconsin corporation
(the "Issuer"), and this Letter of Transmittal (the "Letter of Transmittal"),
that together constitute the Issuer's offer (the "Exchange Offer") to exchange
$1,000 in principal amount of its 8 7/8% Senior Subordinated Notes due 2012
Series B ("Exchange Notes") which have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), pursuant to a Registration
Statement, for each $1,000 in principal amount of its outstanding 8 7/8% Senior
Subordinated Notes due 2012 ("Notes") of which $225,000,000 aggregate principal
amount is outstanding. Capitalized terms used but not defined herein have the
meanings ascribed to them in the Prospectus.

   The undersigned hereby tenders the Notes described in Box 1 below (the
"Tendered Securities") pursuant to the terms and conditions described in the
Prospectus and this Letter of Transmittal. The undersigned is the registered
owner of all the Tendered Securities and the undersigned represents that it has
received from each beneficial owner of the Tendered Securities ("Beneficial
Owners") a duly completed and executed form of "Instruction to Registered
Holder and/or Book-Entry Transfer Facility Participant from Beneficial Owner"
accompanying this Letter of Transmittal, instructing the undersigned to take
the action described in this Letter of Transmittal.



   Subject to, and effective upon, the acceptance for exchange of the Tendered
Securities, the undersigned hereby exchanges, assigns and transfers to, or upon
the order of, the Issuer all right, title, and interest in, to and under the
Tendered Securities.

   Please issue the Exchange Notes exchanged for Tendered Securities in the
name(s) of the undersigned. Similarly, unless otherwise indicated under
"Special Delivery Instructions" below (Box 3), please send or cause to be sent
the certificates for the Exchange Notes (and accompanying documents, as
appropriate) to the undersigned at the address shown below in Box 1.

   The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the true and lawful agent and attorney in fact of the undersigned with
respect to the Tendered Securities, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (i) deliver the Tendered Securities to the Issuer or cause ownership of the
Tendered Securities to be transferred to, or upon the order of, the Issuer, on
the books of the registrar for the Notes and deliver all accompanying evidences
of transfer and authenticity to, or upon the order of, the Issuer upon receipt
by the Exchange Agent, as the undersigned's agent, of the Exchange Notes to
which the undersigned is entitled upon acceptance by the Issuer of the Tendered
Securities pursuant to the Exchange Offer, and (ii) receive all benefits and
otherwise exercise all rights of beneficial ownership of the Tendered
Securities, all in accordance with the terms of the Exchange Offer.

   The undersigned understands that tenders of Notes pursuant to the procedures
described under the caption "The Exchange Offer" in the Prospectus and in the
instructions hereto will constitute a binding agreement between the undersigned
and the Issuer upon the terms and subject to the conditions of the Exchange
Offer, subject only to withdrawal of such tenders on the terms set forth in the
Prospectus under the caption "The Exchange Offer--Withdrawal of Tenders." All
authority herein conferred or agreed to be conferred shall survive the death or
incapacity of the undersigned and any Beneficial Owner(s), and every obligation
of the undersigned or any Beneficial Owner(s) hereunder shall be binding upon
the heirs, representatives, successors, and assigns of the undersigned and such
Beneficial Owner(s).

   The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign, and transfer the Tendered
Securities and that the Issuer will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges, encumbrances, and
adverse claims when the Tendered Securities are acquired by the Issuer as
contemplated herein. The undersigned and each Beneficial Owner will, upon
request, execute and deliver any additional documents reasonably requested by
the Issuer or the Exchange Agent as necessary or desirable to complete and give
effect to the transactions contemplated hereby.

   The undersigned hereby represents and warrants that the information set
forth in Box 2 is true and correct.

   By accepting the Exchange Offer, the undersigned hereby represents and
warrants that (i) the Exchange Notes to be acquired by the undersigned and any
Beneficial Owner(s) in connection with the Exchange Offer are being acquired by
the undersigned and any Beneficial Owner(s) in the ordinary course of business
of the undersigned and any Beneficial Owner(s), (ii) the undersigned and each
Beneficial Owner are not participating, do not intend to participate, and have
no arrangement or understanding with any person to participate, in the
distribution of the Exchange Notes, (iii) except as otherwise disclosed in
writing herewith, neither the undersigned nor any Beneficial Owner is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Issuer,
(iv) that the undersigned is not a broker-dealer tendering securities directly
acquired from the Issuer for its own account, and (v) the undersigned and each
Beneficial Owner acknowledge and agree that any person participating in the
Exchange Offer with the intention or for the purpose of distributing the
Exchange Notes must comply with the registration and prospectus delivery
requirements of the Securities Act of 1933, as amended (together with the rules
and regulations promulgated thereunder, the "Securities Act"), in connection
with a secondary resale of the Exchange Notes acquired by such person and
cannot rely on the position of the Staff of the Securities and Exchange
Commission (the "Commission") set forth in the no-action letters that are
discussed in the section of the Prospectus entitled "The Exchange Offer--Resale
of the Exchange Notes."

                                      2



   In addition, by accepting the Exchange Offer, the undersigned hereby (i)
represents and warrants that, if the undersigned or any Beneficial Owner of the
Notes is a broker-dealer, such broker-dealer acquired the Notes for its own
account as a result of market-making activities or other trading activities and
has not entered into any arrangement or understanding with the Issuer or any
"affiliate" of the Issuer (within the meaning of Rule 405 under the Securities
Act) to distribute the Exchange Notes to be received in the Exchange Offer, and
(ii) acknowledges that, by receiving Exchange Notes for its own account in
exchange for Notes, where such Notes were acquired as a result of market-making
activities or other trading activities, such broker-dealer will deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resale of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.

[_] CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED HEREWITH.

[_] CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE
    OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
    COMPLETE "Use of Guaranteed Delivery" BELOW (Box 4).

[_] CHECK HERE IF TENDERED SECURITIES ARE BEING DELIVERED BY BOOK-ENTRY
    TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
    BOOK-ENTRY TRANSFER FACILITY AND COMPLETE "Use of Book-Entry Transfer"
    BELOW (Box 5).

                                      3



 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THE
                                     BOXES



                                                      BOX 1

                                          DESCRIPTION OF NOTES TENDERED
                                  (Attach additional signed pages, if necessary)
- ------------------------------------------------------------------------------------------------------------------
                                                                           Aggregate Principal
Name(s) and Address(es) of Registered Note Holder(s), exactly Certificate        Amount        Aggregate Principal
         as name(s) appear(s) on Note Certificate(s)          Number(s) of   Represented by          Amount
                 (Please fill in, if blank)                      Notes*      Certificate(s)        Tendered**
- ------------------------------------------------------------------------------------------------------------------
                                                                                      
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------

                                                                 Total

- ------------------------------------------------------------------------------------------------------------------

    *  Need not be completed by persons tendering by book-entry transfer.

    ** The minimum permitted tender is $1,000 in principal amount of any series
       of Notes. All other tenders must be in integral multiples of $1,000 of
       principal amount. Unless otherwise indicated in this column, the
       principal amount of all Note Certificates identified in this Box 1 or
       delivered to the Exchange Agent herewith shall be deemed tendered.


                                    BOX 2

                             BENEFICIAL OWNER(S)
             -------------------------------------------------------

                State of Principal          Principal Amount of
                   Residence of          Tendered Securities Held
             Each Beneficial Owner of    for Account of Beneficial
                Tendered Securities                Owner
             -------------------------------------------------------
             -------------------------------------------------------
             -------------------------------------------------------
             -------------------------------------------------------
             -------------------------------------------------------
             -------------------------------------------------------

                                      4



                                     BOX 3

                         SPECIAL DELIVERY INSTRUCTIONS
                         (See Instructions 5, 6 and 7)

  TO BE COMPLETED ONLY IF EXCHANGE NOTES EXCHANGED FOR NOTES AND UNTENDERED
  NOTES ARE TO BE SENT TO SOMEONE OTHER THAN THE UNDERSIGNED, OR TO THE
  UNDERSIGNED AT AN ADDRESS OTHER THAN THAT SHOWN ABOVE.

  Mail Exchange Notes and any untendered Notes to:

  Name(s):

  _____________________________________________________________________________
  (please print)

  Address:

  _____________________________________________________________________________

  _____________________________________________________________________________

  _____________________________________________________________________________
  (include Zip Code)

  Tax Identification or Social Security No.:
  _____________________________________________________

                                     BOX 4

                          USE OF GUARANTEED DELIVERY
                              (See Instruction 2)

  TO BE COMPLETED ONLY IF NOTES ARE BEING TENDERED BY MEANS OF A NOTICE OF
  GUARANTEED DELIVERY.

  Name(s) of Registered Holder(s):

  _____________________________________________________________________________

  Date of Execution of Notice of Guaranteed Delivery:
  ____________________________________________

  Name of Institution which Guaranteed Delivery:
  ________________________________________________

                                     BOX 5

                          USE OF BOOK-ENTRY TRANSFER
                              (See Instruction 1)

  TO BE COMPLETED ONLY IF DELIVERY OF TENDERED SECURITIES IS TO BE MADE BY
  BOOK-ENTRY TRANSFER.

  Name of Tendering Institution:
  _________________________________________________________________

  Account Number:
  _________________________________________________________________________

  Transaction Code Number:
  _________________________________________________________________

                                      5






- -----------------------------------------------------------------------------------------------------------------------
                                               BOX 6
                                    TENDERING HOLDER SIGNATURE
                                    (See Instructions 1 and 5)
                             In Addition, Complete Substitute Form W-9
- -----------------------------------------------------------------------------------------------------------------------
                                                               
  X ____________________________________________________          Signature Guarantee
                                                                  (If required by Instruction 5)
  X ____________________________________________________          Authorized Signature
       Signature of Registered Holder(s) or
       Authorized Signatory                                       X ________________________________________
                                                                  Name: ____________________________________
                                                                                (please print)
  Note: The above lines must be signed by the                     Title: ___________________________________
  registered holder(s) of Notes as their name(s)                  Name of Firm: ____________________________
  appear(s) on the Notes or by person(s) authorized to                       Must be an Eligible Institution
  become registered holder(s) (evidence of such                              as defined in Instruction 2
  authorization must be transmitted with this Letter of           Address: _________________________________
  Transmittal). If signature is by a trustee, executor,
  administrator, guardian, attorney-in-fact, officer, or                 ___________________________________
  other person acting in a fiduciary or representative                   ___________________________________
  capacity, such person must set forth his or her full                        (include Zip Code)
  title below. See Instruction 5.
  Name(s): _____________________________________________          Area Code and Telephone Number:

         _______________________________________________                 ___________________________________
  Capacity: ____________________________________________          Dated:   _________________________________

         _______________________________________________

  Street Address: ______________________________________

         _______________________________________________
                       (include Zip Code)
  Area Code and Telephone Number:
         _______________________________________________
  Tax Identification or Social Security Number:
         _______________________________________________
- -----------------------------------------------------------------------------------------------------------------------





- -------------------------------------------------------------------------------------------------------------------
                                                       BOX 7
                                               BROKER-DEALER STATUS
- -------------------------------------------------------------------------------------------------------------------
    
 [_]    Check here if the Beneficial Owner is a Participating Broker-Dealer who holds Notes acquired as a
        result of market making or other trading activities. If this box is checked, please send a copy of this
        Letter of Transmittal to Roundy's, Inc., attention Corporate Secretary, facsimile (262) 953-7979.
- -------------------------------------------------------------------------------------------------------------------



                                      6





- ------------------------------------------------------------------------------------------------------------------------------------
                                    PAYOR'S NAME:  ROUNDY'S, INC.
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                            
                             Name (if joint names, list first and circle the name of the person or entity whose number you
                             enter in Part 1 below. See instructions if your name has changed.)
                             -------------------------------------------------------------------------------------------------------
                             Address
                             -------------------------------------------------------------------------------------------------------
 SUBSTITUTE                  City, State and ZIP Code
 Form W-9                    -------------------------------------------------------------------------------------------------------
 Department of the Treasury  List account number(s) here (optional)
 Internal Revenue Service    -------------------------------------------------------------------------------------------------------
                             Part 1 -- PLEASE PROVIDE YOUR TAXPAYER                               Social Security Number
                             IDENTIFICATION NUMBER ("TIN") IN THE BOX AT RIGHT                            or TIN
                             AND CERTIFY BY SIGNING AND DATING BELOW
                             -------------------------------------------------------------------------------------------------------
                             Part 2 -- Check the box if you are NOT subject to backup withholding under the provisions of section
                             3406(a)(1)(C) of the Internal Revenue Code because (1) you have not been notified that you are subject
                             to backup withholding as a result of failure to report all interest or dividends or (2) the Internal
                             Revenue Service has notified you that you are no longer subject to backup Withholding.
                                                                                         [_]
- -                            -------------------------------------------------------------------------------------------------------
                             CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I                   Part 3 -- Awaiting TIN
                             CERTIFY THAT THE INFORMATION PROVIDED ON THIS                                 [_]
                             FORM IS TRUE, CORRECT AND COMPLETE.
                             SIGNATURE ________________________________________
                             DATE:       ______________________________________
- ------------------------------------------------------------------------------------------------------------------------------------


Note:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
      WITHHOLDING OF 30% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE  EXCHANGE
      OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION  OF
     TAXPAYER  IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
      DETAILS.

                                      7



                                ROUNDY'S, INC.

                     INSTRUCTIONS TO LETTER OF TRANSMITTAL

                   FORMING PART OF THE TERMS AND CONDITIONS
                             OF THE EXCHANGE OFFER

   1.  Delivery of this Letter of Transmittal and Notes.  A properly completed
and duly executed copy of this Letter of Transmittal, including Substitute Form
W-9, and any other documents required by this Letter of Transmittal must be
received by the Exchange Agent at its address set forth herein, and either
certificates for Tendered Securities must be received by the Exchange Agent at
its address set forth herein or such Tendered Securities must be transferred
pursuant to the procedures for book-entry transfer described in the Prospectus
under the caption "Exchange Offer--Procedures for Tendering" (and a
confirmation of such transfer received by the Exchange Agent), in each case
prior to 5:00 p.m., New York City time, on the Expiration Date. The method of
delivery of certificates for Tendered Securities, this Letter of Transmittal
and all other required documents to the Exchange Agent is at the election and
risk of the tendering holder and the delivery will be deemed made only when
actually received by the Exchange Agent. If delivery is by mail, registered
mail with return receipt requested, properly insured, is recommended. Instead
of delivery by mail, it is recommended that the Holder use an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. No Letter of Transmittal or Notes should be sent to the
Issuer. Neither the Issuer nor the registrar is under any obligation to notify
any tendering holder of the Issuer's acceptance of Tendered Securities prior to
the closing of the Exchange Offer.

   2.  Guaranteed Delivery Procedures.  Holders who wish to tender their Notes
but whose Notes are not immediately available, and who cannot deliver their
Notes, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date must tender their Notes according
to the guaranteed delivery procedures set forth below, including completion of
Box 4. Pursuant to such procedures: (i) such tender must be made by or through
a firm which is a member of a recognized Medallion Program approved by the
Securities Transfer Association Inc. (an "Eligible Institution") and the Notice
of Guaranteed Delivery must be signed by the holder; (ii) prior to the
Expiration Date, the Exchange Agent must have received from the holder and the
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by mail, hand delivery or facsimile transmission) setting
forth the name and address of the holder, the certificate number(s) of the
Tendered Securities and the principal amount of Tendered Securities, stating
that the tender is being made thereby and guaranteeing that, within three New
York Stock Exchange trading days after the Expiration Date, this Letter of
Transmittal together with the certificate(s) representing the Notes or a
confirmation of book-entry transfer of the Notes into the Exchange Agent's
account at the Depositary Trust Company (the "DTC") and any other required
documents will be deposited by the Eligible Institution with the Exchange
Agent; and (iii) such properly completed and executed Letter of Transmittal or
facsimile of the Letter of Transmittal, as well as all other documents required
by this Letter of Transmittal and the certificate(s) representing all Tendered
Securities in proper form for transfer or a confirmation of book-entry transfer
of the Notes into the Exchange Agent's account at the DTC, must be received by
the Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date. Any holder who wishes to tender Notes pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed Delivery relating to such Notes prior
to 5:00 p.m., New York City time, on the Expiration Date. Failure to complete
the guaranteed delivery procedures outlined above will not, of itself, affect
the validity or effect a revocation of any Letter of Transmittal form properly
completed and executed by an Eligible Holder who attempted to use the
guaranteed delivery process.

   3.  Beneficial Owner Instructions to Registered Holders.  Only a holder in
whose name Tendered Securities are registered on the books of the registrar (or
the legal representative or attorney-in-fact of such registered holder) may
execute and deliver this Letter of Transmittal. Any Beneficial Owner of
Tendered Securities who is not the registered holder must arrange promptly with
the registered holder to execute and

                                      8



deliver this Letter of Transmittal on his or her behalf through the execution
and delivery to the registered holder of the Instructions to Registered Holder
and/or Book-Entry Transfer Facility Participant from Beneficial Owner form
accompanying this Letter of Transmittal.

   4.  Partial Tenders.  Tenders of Notes will be accepted only in integral
multiples of $1,000 in principal amount. If less than the entire principal
amount of Notes held by the holder is tendered, the tendering holder should
fill in the principal amount tendered in the column labeled "Aggregate
Principal Amount Tendered" of the box entitled "Description of Notes Tendered"
(Box 1) above. The entire principal amount of Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated. If the
entire principal amount of all Notes held by the holder is not tendered, then
Notes for the principal amount of Notes not tendered and Exchange Notes issued
in exchange for any Notes tendered and accepted will be sent to the Holder at
his or her registered address, unless a different address is provided in the
appropriate box on this Letter of Transmittal, as soon as practicable following
the Expiration Date.

   5.  Signatures on the Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures.  If this Letter of Transmittal is signed by the
registered holder(s) of the Tendered Securities, the signature must correspond
with the name(s) as written on the face of the Tendered Securities without
alteration, enlargement or any change whatsoever.

   If any of the Tendered Securities are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal. If any Tendered
Securities are held in different names, it will be necessary to complete, sign
and submit as many separate copies of the Letter of Transmittal as there are
different names in which Tendered Securities are held.

   If this Letter of Transmittal is signed by the registered holder(s) of
Tendered Securities, and Exchange Notes issued in exchange therefor are to be
issued (and any untendered principal amount of Notes is to be reissued) in the
name of the registered holder(s), then such registered holder(s) need not and
should not endorse any Tendered Securities, nor provide a separate bond power.
In any other case, such registered holder(s) must either properly endorse the
Tendered Securities or transmit a properly completed separate bond power with
this Letter of Transmittal, with the signature(s) on the endorsement or bond
power guaranteed by an Eligible Institution.

   If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any Tendered Securities, such Tendered Securities must
be endorsed or accompanied by appropriate bond powers, in each case, signed as
the name(s) of the registered holder(s) appear(s) on the Tendered Securities,
with the signature(s) on the endorsement or bond power guaranteed by an
Eligible Institution.

   If this Letter of Transmittal or any Tendered Securities or bond powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations, or others acting in a fiduciary or representative
capacity, such persons should so indicate when signing and, unless waived by
the Issuer, evidence satisfactory to the Issuer of their authority to so act
must be submitted with this Letter of Transmittal.

   Endorsements on Tendered Securities or signatures on bond powers required by
this Instruction 5 must be guaranteed by an Eligible Institution.

   Signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution unless the Tendered Securities are tendered (i) by a registered
holder who has not completed the box set forth herein entitled "Special
Delivery Instructions" (Box 3) or (ii) by an Eligible Institution.

   6.  Special Delivery Instructions.  Tendering holders should indicate, in
the applicable box (Box 3), the name and address to which the Exchange Notes
and/or substitute Notes for principal amounts not tendered or not accepted for
exchange are to be sent, if different from the name and address of the person
signing this Letter of Transmittal. In the case of issuance in a different
name, the taxpayer identification or social security number of the person named
must also be indicated.

                                      9



   7.  Transfer Taxes.  The Issuer will pay all transfer taxes, if any,
applicable to the exchange of Notes pursuant to the Exchange Offer. If,
however, a transfer tax is imposed for any reason other than the transfer and
exchange of Notes pursuant to the Exchange Offer, then the amount of any such
transfer taxes (whether imposed on the registered holder or on any other
person) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.

   Except as provided in this Instruction 7, it will not be necessary for
transfer tax stamps to be affixed to the Tendered Securities listed in this
Letter of Transmittal.

   8.  Tax Identification Number.  Federal income tax law requires that the
holder(s) of any Tendered Securities which are accepted for exchange must
provide the Issuer (as payor) with its correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the Issuer is not provided with the correct TIN, the
Holder may be subject to backup withholding and a $50 penalty imposed by the
Internal Revenue Service. (If withholding results in an over-payment of taxes,
a refund may be obtained.) Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.

   To prevent backup withholding, each holder of Tendered Securities must
provide such holder's correct TIN by completing the Substitute Form W-9 set
forth herein, certifying that the TIN provided is correct (or that such holder
is awaiting a TIN), and that (i) the holder has not been notified by the
Internal Revenue Service that such holder is subject to backup withholding as a
result of failure to report all interest or dividends or (ii) the Internal
Revenue Service has notified the holder that such holder is no longer subject
to backup withholding. If the Tendered Securities are registered in more than
one name or are not in the name of the actual owner, consult the "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
information on which TIN to report.

   The Issuer reserves the right in its sole discretion to take whatever steps
are necessary to comply with the Issuer's obligation regarding backup
withholding.

   9.  Validity of Tenders.  All questions as to the validity, form,
eligibility (including time of receipt), acceptance and withdrawal of Tendered
Securities will be determined by the Issuer in its sole discretion, which
determination will be final and binding. The Issuer reserves the right to
reject any and all Notes not validly tendered or any Notes the Issuer's
acceptance of which would, in the opinion of the Issuer or its counsel, be
unlawful. The Issuer also reserves the right to waive any conditions of the
Exchange Offer or defects or irregularities in tenders of Notes as to any
ineligibility of any holder who seeks to tender Notes in the Exchange Offer.
The interpretation of the terms and conditions of the Exchange Offer (including
this Letter of Transmittal and the instructions hereto) by the Issuer shall be
final and binding on all parties. Unless waived, any defects or irregularities
in connection with tenders of Notes must be cured within such time as the
Issuer shall determine. Neither the Issuer, the Exchange Agent nor any other
person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Notes, nor shall any of them incur
any liability for failure to give such notification. Tenders of Notes will not
be deemed to have been made until such defects or irregularities have been
cured or waived. Any Notes received by the Exchange Agent that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the Exchange Agent to the tendering holders, unless
otherwise provided in this Letter of Transmittal, as soon as practicable
following the Expiration Date.

   10.  Waiver of Conditions.  The Issuer reserves the absolute right to amend,
waive or modify any of the conditions in the Exchange Offer in the case of any
Tendered Securities.

                                      10



   11.  No Conditional Tender.  No alternative, conditional, irregular, or
contingent tender of Notes or transmittal of this Letter of Transmittal will be
accepted.

   12.  Mutilated, Lost, Stolen or Destroyed Notes.  Any tendering Holder whose
Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated herein for further instructions.

   13.  Requests for Assistance or Additional Copies.  Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
indicated herein. Holders may also contact their broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the Exchange
Offer.

   14.  Acceptance of Tendered Securities and Issuance of Exchange Notes;
Return of Notes.  Subject to the terms and conditions of the Exchange Offer,
the Issuer will accept for exchange all validly tendered Notes as soon as
practicable after the Expiration Date and will issue Exchange Notes therefor as
soon as practicable thereafter. For purposes of the Exchange Offer, the Issuer
shall be deemed to have accepted tendered Notes when, as and if the Issuer has
given written or oral notice (immediately followed in writing) thereof to the
Exchange Agent. If any Tendered Securities are not exchanged pursuant to the
Exchange Offer for any reason, such unexchanged Notes will be returned, without
expense, to the undersigned at the address shown in Box 1 or at a different
address as may be indicated herein under "Special Delivery Instructions" (Box
3).

   15.  Withdrawal.  Tenders may be withdrawn only pursuant to the procedures
set forth in the Prospectus under the caption "The Exchange Offer--Withdrawal
of Tenders."

                                      11

EX-99.2

                                                                   EXHIBIT 99.2
                                 INSTRUCTIONS

                          TO REGISTERED HOLDER AND/OR
                        BOOK-ENTRY TRANSFER PARTICIPANT
                           FROM BENEFICIAL OWNER OF

                                ROUNDY'S, INC.

                   8 7/8% Senior Subordinated Notes due 2012

   To Registered Holder and/or Participant of the Book Entry Transfer Facility:

   The undersigned hereby acknowledges receipt of the Prospectus, dated
[        ], 2002 (the "Prospectus") of Roundy's, Inc., a Wisconsin corporation
(the "Issuer"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Issuer's offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus or the Letter of Transmittal.

   This will instruct you, a registered holder and/or Book-Entry Transfer
Facility Participant, as to action to be taken by you relating to the Exchange
Offer with respect to the $225,000,000 in aggregate principal amount of the
Issuer's 8 7/8% Senior Subordinated Notes due 2012 (the "Notes") held by you
for the account of the undersigned.

   The aggregate principal amount of the Notes held by you for the account of
the undersigned is (fill in amount):

       $        of the 8 7/8% Senior Subordinated Notes due 2012.

   With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):

      [_] TO TENDER Notes held by you for the account of the undersigned in the
          aggregate principal amount of (fill in amount, if any):

       $        of the 8 7/8% Senior Subordinated Notes due 2012.

      [_] NOT TO TENDER any Notes held by you for the account of the
          undersigned.

   If the undersigned instructs you to tender the Notes held by you for the
account of the undersigned, it is understood that you are authorized:

   (a) to make, on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and warranties
contained in the Letter of Transmittal that are to be made with respect to the
undersigned as a beneficial owner, including but not limited to the
representations that (i) the undersigned's principal residence is in the state
of (fill in state)        , (ii) the undersigned is not participating, does not
participate, and has no arrangement or understanding with any person to
participate in the distribution of the Exchange Notes, (iii) the Exchange Notes
to be acquired by the undersigned and any Beneficial Owner(s) in connection
with the Exchange Offer are being acquired by the undersigned and any
Beneficial Owner(s) in the ordinary course of business of the undersigned and
any Beneficial Owner(s), (iv) the undersigned and each Beneficial Owner are not
participating, do not intend to participate, and have no arrangement or
understanding with any person to participate, in the distribution of the
Exchange Notes, (v) except as otherwise disclosed in writing herewith, neither
the undersigned nor any Beneficial Owner is an "affiliate," as defined in Rule
405 under the Securities Act, of the Issuer, (vi) that the undersigned is not a
broker-dealer tendering securities directly acquired from the Issuer for its
own account, and (vii) the undersigned and each Beneficial Owner acknowledge
and agree that any person participating in the Exchange Offer with the
intention or for the purpose of distributing the Exchange Notes must comply
with the registration and prospectus delivery requirements of the Securities
Act of 1933, as amended (together with the rules and regulations promulgated
thereunder, the "Securities Act"), in connection with a secondary resale of the
Exchange Notes acquired by such person and cannot rely on the position of the
Staff of the Securities and Exchange Commission (the "Commission") set forth in
the no-action letters that are discussed in the section of the Prospectus
entitled "The Exchange Offer" ;

   (b) to agree, on behalf of the undersigned, as set forth in the Letter of
Transmittal; and

   (c) to take such other action as necessary under the Prospectus or the
Letter of Transmittal to effect the valid tender of such Notes.



                                    SIGN HERE

  Name of beneficial owner(s):
                        -------------------------------------------------------

  Signature(s):
             ------------------------------------------------------------------

  Name (please print):
                    -----------------------------------------------------------

  Address:
             ------------------------------------------------------------------

             ------------------------------------------------------------------

             ------------------------------------------------------------------

  Telephone Number:
                  -------------------------------------------------------------

  Taxpayer Identification or Social Security Number:
                                         --------------------------------------

  Date:
             ------------------------------------------------------------------

                                      2

EX-99.3

                                                                   Exhibit 99.3

                         NOTICE OF GUARANTEED DELIVERY

                                ROUNDY'S, INC.

                                With Respect to
                   8 7/8% Senior Subordinated Notes due 2012

               Pursuant to the Prospectus Dated [        ], 2002

   This form must be used by a holder of 8 7/8% Senior Subordinated Notes due
2012 (the "Notes") of Roundy's, a Wisconsin corporation (the "Issuer"), who
wishes to tender Notes to the Exchange Agent pursuant to the guaranteed
delivery procedures described in "The Exchange Offer--Guaranteed Delivery
Procedures" of the Issuer's Prospectus, dated [        ], 2002 and in
Instruction 2 to the related Letter of Transmittal. Any holder who wishes to
tender Notes pursuant to such guaranteed delivery procedures must ensure that
the Exchange Agent receives this Notice of Guaranteed Delivery prior to the
Expiration Date of the Exchange Offer. Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus or the Letter of
Transmittal.


          ------------------------------------------------------------
          THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL
          EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [        ], 2002
          UNLESS EXTENDED (THE "EXPIRATION DATE").
          ------------------------------------------------------------


                           BNY MIDWEST TRUST COMPANY
                            (the "Exchange Agent")


By Overnight Courier or Registered/Certified Mail:          By Hand:

               The Bank of New York                   The Bank of New York
            101 Barclay Street--7 East             101 Barclay Street--7 East
             New York, New York 10286               New York, New York 10286
            Attention: Diane Amoroso,            Corporate Trust Services Window
           Corporate Trust Department,              Attention: Diane Amoroso,
               Reorganization Unit                     Reorganization Unit

             Facsimile Transmission:                For Information Telephone:

                  (212) 298-1915                          (212) 815-3758

    Confirm Receipt of Facsimile by Telephone:

                  (212) 815-3758


   Delivery of this instrument to an address other than as set forth above will
not constitute a valid delivery.

   This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.



   Ladies and Gentlemen:

   The undersigned hereby tenders to the Issuer, upon the terms and subject to
the conditions set forth in the Prospectus and the related Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Notes set forth below pursuant to the guaranteed delivery procedures set forth
in the Prospectus and in Instruction 2 of the related Letter of Transmittal.

   The undersigned hereby tenders the Notes listed below:

                                                                   
- --------------------------------------------------------------------------------------------
Certificate Number(s) (if knows) of Notes or Account Aggregate Principal Aggregate Principal
         Number at the Book-Entry Facility           Amount Represented    Amount Tendered
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------

- --------------------------------------------------------------------------------------------






                            PLEASE SIGN AND COMPLETE
       ------------------------------------------------------------------
                                          

       Signatures of Registered Holder(s) or Date: ________________, 2002
       Authorized Signatory: _______________
                                             Address: ___________________
       ------------------------------------
                                             ----------------------------
       ------------------------------------
                                             Area Code and Telephone No.
       Name(s) of Registered Holder(s):

       ------------------------------------

       ------------------------------------


                                      2



    This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly
 as their name(s) appear on certificates for Notes or on a security position
 listing as the owner of Notes, or by person(s) authorized to become holder(s)
 by endorsements and documents transmitted with this Notice of Guaranteed
 Delivery. If signature is by a trustee, executor, administrator, guardian,
 attorney-in-fact, officer or other person acting in a fiduciary or
 representative capacity, such person must provide the following information.

                     Please print name(s) and address(es)

 Name(s) ______________________________________________________________________

 Capacity: ____________________________________________________________________

 Address(es): _________________________________________________________________

 ______________________________________________________________________________

 ______________________________________________________________________________




                                   GUARANTEE
                   (Not to be used for signature guarantee)

               The undersigned, a firm which is a member of a registered national securities exchange or of the National
            Association of Securities Dealers, Inc., or is a commercial bank or trust company having an office or
            correspondent in the United States, or is otherwise an "eligible guarantor institution" within the meaning of
            Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, guarantees deposit with the Exchange
            Agent of the Letter of Transmittal (or facsimile thereof), together with the Notes tendered hereby in proper
            form for transfer (or confirmation of the book-entry transfer of such Notes into the Exchange Agent's account
            at the Book-Entry Transfer Facility described in the Prospectus under the caption "The Exchange Offer" and
            in the Letter of Transmittal) and any other required documents, all by 5:00 p.m., New York City time, on the
            third New York Stock Exchange trading day following the Expiration Date.

                                                             

           Name of firm: _________
                                                                ---------------------------------
           Address: ______________                                   (Authorized Signature)

           -----------------------                              Name: ___________________________
             (Include Zip Code)                                          (Please Print)

           Area Code and Tel. No.                               Title: __________________________

                                                                Dated: ____________________, 2002


   DO NOT SEND NOTES WITH THIS FORM. ACTUAL SURRENDER OF NOTES MUST BE MADE
PURSUANT TO, AND BE ACCOMPANIED BY, AN EXECUTED LETTER OF TRANSMITTAL.

                                      3



                INSTRUCTIONS FOR NOTICE OF GUARANTEED DELIVERY

   1.  Delivery of this Notice of Guaranteed Delivery.  A properly completed
and duly executed copy of this Notice of Guaranteed Delivery and any other
documents required by this Notice of Guaranteed Delivery must be received by
the Exchange Agent at its address as set forth herein prior to the Expiration
Date. The method of delivery of this Notice of Guaranteed Delivery and any
other required documents to the Exchange Agent is at the election and sole risk
of the holder, and the delivery will be deemed made only when actually received
by the Exchange Agent. If delivery is by mail, registered mail with return
receipt requested, properly insured, is recommended. As an alternative to
delivery by mail, the holders may wish to consider using an overnight or hand
delivery service. In all cases, sufficient time should be allowed to assure
timely delivery. For a description of the guaranteed delivery procedures, see
Instruction 2 of the related Letter of Transmittal.

   2.  Signatures on this Notice of Guaranteed Delivery.  If this Notice of
Guaranteed Delivery is signed by the registered holder(s) of the Notes referred
to herein, the signature must correspond with the name(s) written on the face
of the Notes without alteration, enlargement, or any change whatsoever. If this
Notice of Guaranteed Delivery is signed by the Trustee whose name appears on a
security position listing as the owner of the Notes, the signature must
correspond with the name shown on the security position listing as the owner of
the Notes.

   If this Notice of Guaranteed Delivery is signed by a person other than the
registered holder(s) of any Notes listed or a participant of the Book-Entry
Transfer Facility, this Notice of Guaranteed Delivery must be accompanied by
appropriate bond powers, signed as the name of the registered holder(s) appears
on the Notes or signed as the name of the participant shown on the Book-Entry
Transfer Facility's security position listing.

   If this Notice of Guaranteed Delivery is signed by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, or other
person acting in a fiduciary or representative capacity, such person should so
indicate when signing and submit with the Letter of Transmittal evidence
satisfactory to the Issuer of such person's authority to so act.

   3.  Requests for Assistance or Additional Copies.  Questions and requests
for assistance and requests for additional copies of the Prospectus may be
directed to the Exchange Agent at the address specified in the Prospectus.
Holders may also contact their broker, dealer, commercial bank, trust company,
or other nominee for assistance concerning the Exchange Offer.

                                      4