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                                                                    EXHIBIT 10.3

                               WAKEFERN FOOD CORP.

                                  B Y - L A W S

                            As Adopted April 16, 1981
                             Amended July 14, 1983,
                                 June 21, 1984,
                                 March 19, 1987,
                                August 20, 1987,
                                October 19, 1988,
                               February 16, 1989,
                                 March 15, 1990,
                                October 18, 1990,
                             September 29, 1993 and
                                  May 19, 1994
                               September 22, 1994
                                  May 16, 2002

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<PAGE>

                               WAKEFERN FOOD CORP.

                                  B Y - L A W S

                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

Preamble ..............................................................    1

ARTICLE   I   -   CORPORATE NAME ......................................    2

ARTICLE  II   -   OFFICES .............................................    2

ARTICLE III   -   STOCKHOLDERS AND STOCK ..............................    2

     Section  1 - Qualification .......................................    2
     Section  2 - Certificates Representing Shares ....................    2
     Section  3 - Fractional Share Interests ..........................    3
     Section  4 - Share Transfers .....................................    3
     Section  5 - Record Date for Stockholders ........................    3
     Section  6 - Meaning of Certain Terms ............................    4

ARTICLE  IV   -   MEETINGS OF STOCKHOLDERS ............................    4

     Section  1 - Place of Meeting ....................................    4
     Section  2 - Annual Meetings .....................................    4
     Section  3 - Special Meetings ....................................    4
     Section  4 - Notice of Meetings ..................................    5
     Section  5 - Quorum ..............................................    5
     Section  6 - Adjournment .........................................    5
     Section  7 - Organization ........................................    5
     Section  8 - List of Stockholders ................................    5
     Section  9 - Business and Order of Business ......................    6
     Section 10 - Voting ..............................................    6
     Section 11 - Inspectors of Election ..............................    7
     Section 12 - Proxies .............................................    7
     Section 13 - Stockholder Action Without A Meeting ................    7

ARTICLE   V   -   BOARD OF DIRECTORS ..................................    8

     Section  1 - General Powers; Definitions .........................    8
     Section  2 - Number and Term of Office ...........................    8
     Section  3 - Qualification .......................................    9
     Section  4 - Quorum and Manner of Acting .........................   10
     Section  5 - Place of Meeting ....................................   10
     Section  6 - Regular Meetings ....................................   10
     Section  7 - Special Meetings ....................................   10
     Section  8 - Notice of Regular & Special Meetings ................   10
     Section  9 - Organization ........................................   10
     Section 10 - Business and Order of Business ......................   11


                                        i

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                                                                        Page No.
                                                                        --------
     Section 11 - Consent of Directors In
                       Lieu of Meetings ...............................   11
     Section 12 - Resignations ........................................   11
     Section 13 - Removal of Directors ................................   11
     Section 14 - Vacancies ...........................................   12
     Section 15 - Meetings By Conference Telephone ....................   12

ARTICLE  VI   -   COMMITTEES ..........................................   13

     Section  1 - Finance Committee ...................................   13
     Section  2 - Site Development Committee ..........................   13
     Section  3 - Property Management Committee .......................   16
     Section  4 - Nominating Committee ................................   16
     Section  5 - Trade Name and Trademark Committee ..................   16
     Section  6 - Other Committees ....................................   17
     Section  7 - Rules and Procedures ................................   17

ARTICLE VII   -   EXECUTIVE OFFICERS AND
                  OPERATING OFFICERS ..................................   17

     Section  1 - Number ..............................................   17
     Section  2 - Subordinate Officers ................................   18
     Section  3 - Qualifications, Election
                       Term of Office .................................   18
     Section  4 - Removal .............................................   18
     Section  5 - Resignations ........................................   18
     Section  6 - Vacancies ...........................................   18
     Section  7 - The Chairman of the Board ...........................   19
     Section  8 - The Vice Chairman ...................................   19
     Section  9 - The President .......................................   19
     Section 10 - The Executive Vice President ........................   19
     Section 11 - The Secretary .......................................   20
     Section 12 - The Assistant Secretaries ...........................   20
     Section 13 - The Treasurer .......................................   20
     Section 14 - Assistant Treasurers ................................   20
     Section 15 - Remuneration of Directors ...........................   21

ARTICLE VIII  -   CONTRACTS, CHECKS, BANK ACCOUNTS, ETC. ..............   21

     Section  1 - Authority to Execute Contracts, Etc. ................   21
     Section  2 - Checks, Drafts, Etc. ................................   21
     Section  3 - Deposits ............................................   21
     Section  4 - General and Special Bank Accounts ...................   21
     Section  5 - Voting Securities of
                       Other Corporations .............................   21

ARTICLE   IX  -   RESTRICTIONS ON TRANSFER OF STOCK ...................   22

     Section  1 - Restrictions on Transfers ...........................   22


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                                                                        Page No.
                                                                        --------

     Section  2 - Escrow of Wakefern Stock ............................   22
     Section  3 - Right of Wakefern to
                       Require Sale of All Stock ......................   22
     Section  4 - Right of Wakefern to Require Sale By
                       Stockholder of Part of Common B
                       & Common C Stock ...............................   27
     Section  5 - Right of Stockholders to Sell Stock
                       & Indebtedness to Wakefern .....................   27
     Section  6 - Purchase Price for Stock ............................   28
     Section  7 - Payment of Purchase Price ...........................   28
     Section  8 - Cessation of Dealing with Wakefern ..................   30
     Section  9 - Permissive Transfers of Stock .......................   31
     Section 10 - Mandatory Reacquisition of Common A
                       Stock in Certain Events ........................   31
     Section 11 - Reissuance and Sale of Common A
                       Treasury Stock To Stockholders .................   32

ARTICLE X      - USE OF SHOPRITE AND OTHER TRADE NAME
                 AND TRADEMARKS OF WAKEFERN ..........................    32

ARTICLE XI     - INVESTMENT REQUIREMENTS OF STOCKHOLDERS .............    32

ARTICLE XII    - RIGHT TO RECEIVE MERCHANDISE AND
                 SERVICE FROM WAKEFERN ...............................    33

ARTICLE XIII   - PAYMENT FOR MERCHANDISE PURCHASED
                 FROM WAKEFERN .......................................    34

ARTICLE XIV    - SEAL ................................................    35

ARTICLE XV     - FISCAL YEAR .........................................    36

ARTICLE XVI    - NOTICE OF WAIVER ....................................    36

ARTICLE XVII   - INDEMNIFICATION OF DIRECTORS, OFFICERS,
                 EMPLOYEES AND AGENTS ................................    36

ARTICLE XVIII  - EQUAL TREATMENT OF STOCKHOLDERS .....................    37

ARTICLE XIX    - COOPERATIVE PATRONAGE DIVIDENDS
                 AND ASSESSMENTS......................................    37

ARTICLE XX     - AMENDMENTS ..........................................    41


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<PAGE>

                                  B Y - L A W S

                            As Adopted April 16, 1981
                             Amended July 14, 1983,
                                 June 21, 1984,
                                 March 19, 1987
                                August 20, 1987,
                                October 19, 1988,
                               February 16, 1989,
                                 March 15, 1990,
                             September 29, 1993 and
                                  May 19, 1994
                               September 22, 1994

                                       of

                               WAKEFERN FOOD CORP.

                           (A New Jersey Corporation)

                                    PREAMBLE

      Wakefern Food Corp.  shall be operated upon the cooperative plan to foster
the development of entrepreneurism among independent retail merchants dealing in
consumer  products  for home use for their  mutual  economic  and  merchandising
assistance  and to foster and promote the "Shop Rite" trade name and  trademark,
goodwill and image.

      Wakefern  will provide a medium for  obtaining  the  advantages  of united
efforts of its members in carrying on the production, assembly, distribution and
marketing of food stuffs, general mercantile products and other allied products.

      The social  purpose of Wakefern Food Corp.  and the Shop Rite stores shall
be to raise the  standard  of living of the  consumers  served by our  stores by
providing better merchandise at lower prices.

      To  accomplish  its  goals  and  purposes,  Wakefern  shall  be  dedicated
primarily to  supporting  its members'  supermarket  businesses as the same have
been  traditionally  operated under the "Shop Rite" trademark and trade name and
developing,  furthering  and promoting the goodwill and image of the "Shop Rite"
name for the mutual benefit of its members and the consuming public.


                                      -1-
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                                    ARTICLE I

                                 CORPORATE NAME

      The name of this corporation is Wakefern Food Corp.  (hereinafter referred
to as "Wakefern").

                                   ARTICLE II

                                     OFFICES

      The principal office of Wakefern shall be in the City of Elizabeth,  State
of New Jersey.  Wakefern may also  establish and have such other offices at such
other  places,  within or without the State of New Jersey,  as may be designated
from time to time by the Board of Directors.

                                   ARTICLE III

                             STOCKHOLDERS AND STOCK

      Section  1.  Qualification.  It is the intent and  purposes  of  Wakefern,
consistent  with the cooperative  plan upon which its business is conducted,  to
limit  the  ownership  of  its  common  stock  to   individuals,   partnerships,
corporations or other entities who meet the qualifications hereinafter set forth
in these By-Laws. All holders of shares of any class or classes of capital stock
of Wakefern are hereinafter  referred to  individually  as a  "stockholder"  and
collectively as the "stockholders".

      Section 2. Certificates  Representing  Shares.  Certificates  representing
shares of capital stock of Wakefern shall conform to the requirements of the New
Jersey Business  Corporation Act and any other  applicable  provision of law and
shall be  signed  by the  Chairman  or a Vice  Chairman  of the Board and by the
Secretary or an Assistant  Secretary or the Treasurer or Assistant Treasurer and
may be  sealed  with the  corporate  seal or a  facsimile  thereof.  In case any
officer who has signed  such  certificate  shall have ceased to be such  officer
before such  certificate  is issued,  it may be issued by Wakefern with the same
effect as if he were such officer at the date of its issue. No certificate shall
be issued for any share until such share is fully paid.


                                      -2-
<PAGE>

      Section 3. Fractional  Share Interests.  Unless otherwise  provided in the
Certificate of Incorporation, Wakefern may, but shall not be obligated to, issue
fractions of a share and certificates  therefor.  A certificate for a fractional
share shall entitle the holder to exercise voting rights,  to receive  dividends
thereon,  and to  participate in any  distribution  of assets of Wakefern in the
event of liquidation.

      Section 4. Share  Transfers.  Upon compliance with provisions  restricting
the  transferability  of shares  contained in the Certificate of  Incorporation,
these  By-Laws  and/or any lawful  agreement to which the  registered  holder of
shares of Wakefern  is a party,  transfers  of shares of Wakefern  shall be made
only on the share records of Wakefern by the registered  holder  thereof,  or by
such holder's attorney  thereunto  authorized by power of attorney duly executed
and filed with the Secretary of Wakefern and on surrender of the  certificate or
certificates for such shares properly  endorsed and the payment of all taxes due
thereon.

      Section 5. Record Date for  Stockholders.  For the purpose of  determining
the stockholders  with regard to any corporate action or event, and particularly
for determining the stockholders entitled to notice of or to vote at any meeting
of  stockholders  or any  adjournment  thereof,  or  entitled  to give a written
consent to any action without a meeting, or for the purpose of any other action,
the  directors  may fix,  in  advance,  a date as the  record  date for any such
determination of stockholders.  Such date shall not be more than sixty (60) days
prior to the  stockholders'  meeting or other corporate action or event to which
it relates.  The record date for a stockholders'  meeting shall not be less than
ten (10) days before the date of such meeting.  The record date for  determining
stockholders  entitled  to give a written  consent  shall not be more than sixty
(60) days before the date fixed for  tabulation  of the  consents or, if no date
has been fixed for tabulation,  more than sixty (60) days before the last day on
which consents  received may be counted.  If no record date is fixed, the record
date for a  stockholders'  meeting  shall be at the close of the business on the
day next preceding the day on which notice is given,  or, if no notice is given,
the day next preceding the day on which the meeting is held; and the record date
for  determining  stockholders  for any purpose other than that specified in the
preceding  clause  shall be at the  close of  business  on the day on which  the
resolution of the directors relating thereto is adopted. When a determination of
stockholders of record for a stockholders'  meeting has been made as provided in
this section, such determination shall apply to any adjournment thereof,  unless
the  directors  fix a new  record  date  under this  section  for the  adjourned
meeting.


                                      -3-
<PAGE>

      Section 6. Meaning of Certain  Terms.  As used in these By-Laws in respect
of the right of notice of a meeting of  stockholders  or a waiver  thereof or to
participate  or vote  thereat  or to  consent or dissent in writing in lieu of a
meeting, as the case may be, the term "stock" or "stockholder" or "stockholders"
refers to an outstanding  share or shares and any holder or holders of record of
outstanding  shares of any class of capital stock of Wakefern upon which or upon
whom the Certificate of Incorporation  confers such rights or upon which or upon
whom the New Jersey Business Corporation Act confers such rights notwithstanding
that the Certificate of Incorporation may provide for more than one (1) class or
series of shares,  one (1) or more of which are  limited or denied  such  rights
thereunder.  References in these By-Laws to the  "Certificate of  Incorporation"
shall mean the  Certificate  of  Incorporation  of  Wakefern  as  heretofore  or
hereafter amended. As used in these By-Laws, the term "supermarket" shall mean a
retail  food  establishment  of a  type  traditionally  operated  by  Wakefern's
stockholders.

                                   ARTICLE IV

                            MEETINGS OF STOCKHOLDERS

      Section 1. Place of Meeting.  Each  meeting of the  stockholders  shall be
held at such place, wt 6 0 ithin or without the State of New Jersey, as shall be
designated  by the Board of Directors.  In the absence of any such  designation,
stockholders' meetings shall be held at the principal office of Wakefern.

      Section 2. Annual  Meeting.  The annual  meeting of  stockholders  for the
election of directors and for the transaction of such other business as may come
before the meeting shall be held on such business day during the month of May of
each year and at such hour as shall be fixed by the Board of Directors.

      Section 3. Special  Meetings.  Special  meetings of  stockholders  for any
purpose or purposes,  unless  otherwise  prescribed by law, may be called at any
time by the  Chairman  of the Board or by order of the Board of  Directors,  and
shall be called by the  Chairman  of the Board or  Secretary  at the  request in
writing  of a  stockholder  or  stockholders  holding  of record  at least  that
percentage  of the total  number of shares of Common A Stock and  Common C Stock
then  outstanding  necessary to elect at least  one-third  (1/3) of the Board of
Directors.  Special meetings shall be called by means of a notice as provided in
Section  4 of  this  Article  IV.  Each  special  meeting  shall  be held at the
principal  office  of  Wakefern  unless  otherwise  designated  by the  Board of
Directors.


                                      -4-
<PAGE>

      Section 4. Notice of Meetings. Except as otherwise provided by law, notice
of each meeting of the stockholders,  whether annual or special,  shall be given
not less than ten (10) nor more than sixty (60) days before the day on which the
meeting is to be held, to each  stockholder  of record  entitled to vote at such
meeting by delivering a written notice thereof to such  stockholder  personally,
or by  overnight  delivery  service,  such as Federal  Express or United  Parcel
Service,  or by mailing such notice in a postage prepaid  envelope  addressed to
such stockholder at such  stockholder's  post-office  address  furnished by such
stockholder to the Secretary for such purpose, or, if such stockholder shall not
have  furnished  his address to the  Secretary  for such  purpose,  then at such
stockholder's  post-office address as it appears on the records of Wakefern,  or
by  transmitting a notice thereof to such  stockholder at such address by telex,
telegraph or cable.  Every such notice  shall state the place,  date and hour of
the meeting and the purpose or purposes for which the meeting is called.  Notice
of an adjourned  meeting of the stockholders  shall not be required to be given,
except  when  expressly  required  by these  By-Laws or by law.  As  provided in
Article XVI of these By-Laws,  any  stockholder  may waive the  requirements  of
notice provided for herein.

      Section  5.  Quorum.  The  holders  of  shares  entitling  them to elect a
majority of the Board of  Directors,  present in person or by proxy and entitled
to vote at any meeting of the stockholders, shall constitute a quorum.

      Section 6. Adjournments.  At any annual or special meeting, the holders of
shares entitling them to elect a majority of the Board of Directors,  present in
person or by proxy and entitled to vote at such  meeting,  although  less than a
quorum, may adjourn the meeting from time to time without further notice (except
as is otherwise  required by law) other than by  announcement  at the meeting at
which such adjournment is taken of the time and place of the adjourned  meeting,
until a quorum shall be present. At any such adjourned meeting at which a quorum
shall  be  present,  any  business  may be  transacted  which  might  have  been
transacted at the original meeting.

      Section  7.  Organization.  At  every  meeting  of the  stockholders,  the
Chairman of the Board or, in his absence,  the most senior Vice Chairman,  or in
his absence, a chairman chosen by a majority vote of the stockholders present in
person or by proxy and  entitled to vote  thereat,  shall act as chairman of the
meeting. The Secretary, or in his absence, an Assistant Secretary,  shall act as
secretary of the meeting.

      Section 8. List of Stockholders.  It shall be the duty of the Secretary or
other  officer of  Wakefern  who shall have charge of its stock  ledger,  either
directly or through another


                                      -5-
<PAGE>

officer or agent of Wakefern  designated  by him or through a transfer  agent or
transfer clerk appointed by the Board of Directors,  to prepare and certify,  at
least ten (10) days before every meeting of the stockholders, a complete list of
the  stockholders  entitled  to vote  thereat,  arranged in  numerical  order by
assigned  stockholder  number  reflecting  each class of stock and  showing  the
address  of each  stockholder  and the  number  of  shares  of each  such  class
registered in the name of each  stockholder.  For said ten (10) days,  such list
shall be open, at the place where said meeting is to be held or at another place
within the city where the meeting is to be held if such other place is specified
in the notice of the meeting,  to the  examination  of any  stockholder  for any
purpose  germane to the meeting,  and shall be produced and kept at the time and
place  of said  meeting  during  the  whole  time  thereof  and  subject  to the
inspection  of any  stockholder  who shall be present  thereat.  The original or
duplicate  stock  ledger  shall  be  prima  facie  evidence  as to who  are  the
stockholders  entitled to examine such list or the books of Wakefern, or to vote
in person or by proxy at such meeting.

      Section  9.  Business  and  Order  of  Business.  At each  meeting  of the
stockholders,  such business may be transacted as may properly be brought before
such  meeting,  whether  or not such  business  is stated in the  notice of such
meeting or in a waiver of notice  thereof,  except as otherwise by law or by the
Certificate of Incorporation or by these By-Laws expressly  provided.  The order
of business at all meetings of the  stockholders  shall be as  determined by the
chairman of the meeting.

      Section  10.  Voting.  Except  as  otherwise  provided  by  law  or by the
Certificate  of  Incorporation  or by these By-Laws with respect to any class of
capital stock of Wakefern,  each stockholder of record shall be entitled at each
meeting  of  stockholders  to one (1)  vote for each  share of  Common  Stock of
Wakefern registered in such stockholder's name on the books of Wakefern.  Shares
of Wakefern belonging to Wakefern,  or shares of stock owned by a stockholder as
to whom the Board of Directors  shall have determined in accordance with Article
IX of these By-Laws is required to sell his or its shares to Wakefern, shall not
be voted.  Each  holder of  record  of  Common A Stock  entitled  to vote at any
election of  directors  shall be entitled to cumulate the votes  represented  by
such holder's Common A Stock and shall thereupon be entitled to cast a number of
votes  equal to the number of  directors  to be  elected  by the  holders of all
issued and outstanding Common A Stock multiplied by the number of votes to which
such  holder's  Common A Stock is  entitled,  and such votes may be  distributed
among as many candidates as such holder thinks fit.  Holders of record of Common
C Stock  shall have no such right to  cumulate  the votes  represented  by their
Common C Stock in the election of directors, and directors who are to be elected
by the holders of Common C Stock  shall be elected by a  plurality  of the votes
cast by such holders.


                                      -6-
<PAGE>

      At all  meetings  of the  stockholders,  all matters  (except  where other
provision  is  made  by  law  or  by  the  provisions  of  the   Certificate  of
Incorporation or these By-Laws,  including,  without limitation, with respect to
the election of  directors)  shall be decided by a majority of the votes cast by
the stockholders  present in person or by proxy and entitled to vote thereat,  a
quorum being present.  Election of directors shall be by ballot. Unless required
by law,  or  demanded  by a  stockholder  present  in person or by proxy at such
meeting and  entitled to vote  thereat,  or  determined  by the  chairman of the
meeting  to be  advisable,  the vote on any  question  other  than  election  of
directors  need not be by ballot.  Upon a demand by any such  stockholder  for a
vote by ballot upon any question,  such vote shall be taken by ballot. On a vote
by ballot,  each ballot  shall be signed by the  stockholder  voting,  or by his
proxy as such if there be such  proxy,  and shall  state the number and class of
shares voted by such stockholder or proxy.

      Section 11.  Inspectors of Election.  The chairman may, and at the request
of a majority of the stockholders  present in person or by proxy and entitled to
vote thereat  shall,  appoint two (2) inspectors of election for each meeting of
stockholders.  The inspectors  shall decide upon the  qualification of votes and
the  validity of ballots,  count the votes and declare the  results.  Inspectors
need not be stockholders.

      Section 12. Proxies.  Every  stockholder  entitled to vote at a meeting of
stockholders  or to express  consent  without a meeting  may  authorize  another
person or persons who need not be a stockholder  to act for such  stockholder by
proxy. Every proxy must be signed by the stockholder or his agent, except that a
proxy may be given by a stockholder or his agent by telegram,  telex or cable or
its equivalent. No proxy shall be valid for more than eleven (11) months, unless
a longer time is expressly  provided in the proxy, but in no event shall a proxy
be valid after three (3) years from the date of execution.  Unless it is coupled
with an  interest,  a proxy  shall be  revocable  at will.  A proxy shall not be
revoked by the death or  incapacity  of the  stockholder,  but such proxy  shall
continue in force until  revoked by the personal  representative  or guardian of
the stockholder.  The presence at any meeting of any stockholder who has given a
proxy  shall not revoke such proxy  unless the  stockholder  shall file  written
notice of such  revocation with the Secretary of the meeting prior to the voting
of such  proxy.  A  person  named  in a proxy  as the  attorney  or  agent  of a
stockholder may, if the proxy so provides,  substitute  another person to act in
his place,  including any other person named as an attorney or agent in the same
proxy. The substitution shall not be effective until an instrument  effecting it
is filed with the Secretary of Wakefern.

      Section 13. Stockholder Action Without A Meeting.


                                      -7-
<PAGE>

Except as otherwise provided by the New Jersey Business  Corporation Act and the
Certificate of Incorporation,  any action required or permitted to be taken at a
meeting of stockholders  may be taken without a meeting if all the  stockholders
entitled to vote thereon consent in writing to the taking of such action.

      Except as otherwise  provided by the New Jersey  Business  Corporation Act
and the  Certificate of  Incorporation,  any action  required or permitted to be
taken at a meeting of stockholders, other than the annual election of directors,
may be taken without a meeting upon the written consent of the  stockholders who
would have been  entitled  to cast at least the  minimum  number of votes  which
would  be  required  to  authorize  such  action  at  a  meeting  at  which  all
stockholders  entitled to vote thereon were present and voting.  In the event of
such  written  action,  prompt  notice  of such  action  shall  be  given to all
stockholders  who would have been  entitled  to notice of a meeting  and to vote
upon the action if such meeting were held.

      The written consents of the  stockholders  shall be filed with the minutes
of proceedings of stockholders.

                                    ARTICLE V

                               BOARD OF DIRECTORS

      Section 1.  General  Powers;  Definitions.  The Board of  Directors  shall
manage and  conduct the  property;  affairs  and  business  of Wakefern  and may
exercise all such  authority  and powers of Wakefern and do all such lawful acts
and things as are not by law, the Certificate of  Incorporation or these By-Laws
directed or required to be exercised or done by the stockholders.

      The word "director" or "directors" herein refers to a member or members of
the Board of Directors. The use of the phrase "entire Board" or "entire Board of
Directors"  herein refers to the total number of directors  which Wakefern would
have if there were no vacancies.

      Section 2. Number and Term of Office. The number of directors shall not be
less than  twenty  (20) nor more  than  twenty-two  (22),  of whom  twelve  (12)
directors  (referred to hereinafter as "Common A directors")  shall be nominated
and elected  only by the  holders of record of Common A Stock and the  remaining
directors  (referred to hereinafter as "Common C directors") only by the holders
of  record  of Common C Stock.  Within  such  limits,  the  number of  directors
constituting  the entire Board of Directors  shall be  determined as provided in
the  Certificate  of  Incorporation.  Each director  shall hold office until the
annual meeting of the stockholders next following his election and until


                                      -8-
<PAGE>

his successor shall have been elected and shall qualify, unless he shall earlier
die, become disqualified, resign, be declared mentally incompetent by a court of
competent jurisdiction or be removed in the manner hereinafter provided.

      Section  3.  Qualification.  A  person  shall be  qualified  to serve as a
director  only if and so long as (A)  such  person  is a holder  of  outstanding
securities  possessing five percent (5%) or more of the combined voting power of
all outstanding  securities of, or is a partner or senior executive  officer of,
an entity  which is the holder of Class B or Class C Stock,  (B) such  person is
actively engaged in the operation of such entity's supermarket business, and (C)
the Board of Directors shall not have determined,  in accordance with Article IX
of these By-Laws, that such entity is required to sell its stock to Wakefern and
its relationship  with Wakefern be terminated.  Whenever (i) the entity on whose
behalf such person serves as a director  ceases to be the record and  beneficial
owner of  shares  of stock of  Wakefern  necessary  for his  qualification  as a
director,  or (ii) the Board of Directors shall have determined that such entity
is required to sell its stock to Wakefern  and its  relationship  with  Wakefern
should be terminated, or (iii) such director ceases to be a shareholder, partner
or senior executive officer of such entity, actively engaged in the operation of
such  entity's  supermarket  business,  he shall  thereupon  also  cease to be a
director  without any further  action on his part or on the part of the Board of
Directors  or the  stockholders  of  Wakefern.  Notwithstanding  anything to the
contrary  contained  herein:  (a) no more  than  one (1)  person  associated  or
affiliated with a holder of Class B or Class C Stock shall be qualified to serve
as a  director;  (b) any two (2)  holders  of Class B or  Class C Stock  who are
directly  or  indirectly  affiliated  with each  other by reason of one (1) such
holder owning a least five percent (5%) of the equity  capital of the other such
holder  or  which  are  directly  or  indirectly  controlled  (as  "control"  is
hereinafter  defined)  by the same  person  or group of  persons,  shall  not be
represented on the Board of Directors of Wakefern by more than one (1) director;
and (c) any  three  (3) or more  holders  of Class B or Class C Stock  which are
directly or indirectly  affiliated with each other through ownership of at least
five percent (5%) of the equity capital of an entity engaged in the  supermarket
business or which are directly or  indirectly  controlled  by the same person or
group of persons shall not be  represented on the Board of Directors of Wakefern
by more than two (2) directors or by more than such greater  number of directors
as at least  twelve (12) of the  disinterested  directors  then in office  shall
determine;  provided, however, that the affiliation of any two (2) or more Class
B or Class C stockholders,  or persons controlling such stockholders, in another
supermarket  business  which is also a  stockholder  of  Wakefern  shall not, by
reason of such  affiliation  alone,  disqualify  a person  from  serving  as the
representative director of such Class B or Class C stockholder.  For purposes of
this Section, "control",


                                      -9-
<PAGE>

"controlling"  or  "controlled"  shall mean the direct or  indirect  possession,
either  alone or with others,  of the power to direct or cause the  direction of
the  management  and  policies of the  business  in  question,  whether  through
ownership of securities, partnership interest, ownership of assets, by contract,
or otherwise.

      Section  4.   Quorum  and  Manner  of  Acting.   Twelve   (12)   directors
(irrespective  of the classes of stock  which said  directors  represent)  shall
constitute a quorum for the  transaction of business at any meeting.  The act of
at least twelve (12) of the directors  present at any meeting  (irrespective  of
the classes of stock  which said  directors  represent)  shall be the act of the
Board of Directors.  A majority of the directors present may adjourn any meeting
from time to time.  Notice of any adjourned meeting shall be given in the manner
provided in Section 8 of this Article V.

      Section 5. Place of Meeting.  The Board of Directors  may hold its meeting
at such place or places, within or without the State of New Jersey, as the Board
may from time to time determine.

      Section 6. Regular  Meeting.  The Board of Directors  shall hold a regular
meeting  for the  purpose of  organization,  the  election  of the  officers  of
Wakefern and the transaction of other business as soon as practicable after each
annual  meeting  of  stockholders  and on the  day  and at the  place  as may be
provided by  resolution  of the Board.  Other  regular  meetings of the Board of
Directors  may be held at such time and place as may be fixed  from time to time
by the Board.

      Section 7. Special  Meetings.  Special  meetings of the Board of Directors
shall be called by the Secretary or an Assistant Secretary at the request of the
Chairman of the Board, or at the request in writing of six (6) directors stating
the purpose or purposes of such meeting.

      Section 8. Notice of Regular and Special Meetings.  Notice of each regular
and special  meeting of the Board of Directors  shall be sent to each  director,
addressed  to him at his  residence  or usual  place of  business  by  overnight
delivery  service,  such as  Federal  Express  or United  Parcel  Service  or by
personal delivery,  first class mail, telex, telegraph or cable at least two (2)
days or  forty-eight  (48) hours  before  the day on which the  meeting is to be
held.  Every such notice shall state the time and place of the  meeting.  In the
case of a regular meeting, such notice need not state the purpose or purposes of
the meeting;  but in the case of a special meeting,  such notice shall state the
purpose or purposes of the meeting. As provided in Article XVI of these By-Laws,
any director may waive the notice requirements provided for herein.

      Section 9. Organization. At such meeting of the Board


                                      -10-
<PAGE>

of Directors, the Chairman of the Board, or in his absence, the most senior Vice
Chairman present, shall act as chairman of the meeting. The Secretary, or in his
absence an Assistant  Secretary  or any person  appointed by the chairman of the
meeting, shall act as secretary of the meeting.

      Section 10. Business and Order of Business. At each regular meeting of the
Board of  Directors,  such business may be transacted as properly may be brought
before the meeting, whether or not such business is stated in the notice of such
meeting or in a waiver of notice  thereof,  except as otherwise by law or by the
Certificate of Incorporation  or by these By-Laws  expressly  provided.  At each
special  meeting of the Board of  Directors,  such business may be transacted as
properly  may be brought  before the  meeting,  provided  that such  business is
stated in the notice of such meeting or in a waiver of notice thereof, except as
otherwise  by  law or by the  Certificate  of  Incorporation  or  these  By-Laws
expressly provided. At all meetings of the Board of Directors, business shall be
transacted  in the order  determined  by the  chairman  of the  meeting,  unless
otherwise determined by the Board.

      Section 11. Consent of Directors in Lieu of Meeting.  Any action  required
or permitted  to be taken at any meeting of the Board of Directors  may be taken
without a meeting if all directors  consent thereto in writing,  and the writing
or writings are filed with the minutes of proceedings of the Board.

      Section 12.  Resignations.  Any  director may resign at any time by giving
written notice to the Board of Directors.  The resignation of any director shall
take effect at the date of receipt of such notice or at any later date specified
therein;  and  unless  otherwise  specified  therein,  the  acceptance  of  such
resignation shall not be necessary to make it effective.

      Section 13. Removal of Directors.  One (1) or more or all of the directors
may be  removed  for  cause by the  stockholders  by the  affirmative  vote of a
majority of the votes cast by the holders of stock of the class entitled to vote
for the  election of the  director or  directors  to be removed,  subject to the
following qualifications:

            (a) In the case of  directors  elected  by the  holders  of Common A
      Stock,  if less than the  total  number of said  Common A  directors  then
      serving  on the Board of  Directors  is to be  removed  by the  holders of
      Common A Stock,  no one of the Common A directors may be so removed if the
      votes cast against his removal  would be  sufficient  to elect him if then
      voted cumulatively at an election of the entire Board.

            (b) Any  director  elected  by the  holders of Common C Stock may be
      removed by vote of the holders of record


                                      -11-
<PAGE>

      of a  majority  of the total  number  of shares of Common C Stock  issued,
      outstanding  and entitled to vote in the election of directors at the time
      of such removal.

            (c) No director may be removed by the stockholders without cause nor
      shall any director be removed by the

      Board of Directors,  with or without cause.  However, upon the affirmative
      vote of not less than fifteen (15) directors, the Board of Directors shall
      have power to suspend the authority of a director to act as such pending a
      final  determination  that cause  exists for  removal,  and a vote to that
      effect, by the requisite vote of stockholders of Wakefern.

            (d) No acts of the Board of Directors  done during the period when a
      director  has been  suspended  or removed  for cause  shall be impugned or
      invalidated  if the  suspension or removal is thereafter  rescinded by the
      stockholders  or by the Board of Directors  or by the final  judgment of a
      court of competent jurisdiction.

      Section 14.  Vacancies.  Any vacancy in the Board of  Directors  caused by
death, resignation,  disqualification, removal or judicial declaration of mental
incompetency of a director may be filled as follows: (i) a vacancy caused by the
death, resignation,  disqualification, removal or judicial declaration of mental
incompetency of a Common A director may be filled only by the remaining Common A
directors then in office,  provided said remaining Common A directors constitute
a majority of the entire number of authorized Common A directors; (ii) a vacancy
caused  by  the  death,  resignation,   disqualification,  removal  or  judicial
declaration of mental  incompetency of a Common C director may be filled only by
the remaining Common C directors then in office,  provided said remaining Common
C directors  constitute a majority of the entire number of  authorized  Common C
directors;  and  (iii) in the  event  that the  requisite  majority  of Common A
directors or Common C directors as the case may be, are not then in office, said
vacancy shall be filled by a class vote of holders of Common A Stock or Common C
Stock, as the case may be, in accordance  with the Certificate of  Incorporation
and Section 2 of this Article.

      Section 15. Meetings by Conference Telephone.  The members of the Board of
Directors or any  committee  elected or designated by the Board of Directors may
participate  in a meeting  of such  Board or  committee  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in the meeting can hear and speak to each other, and participation
in a meeting pursuant to this Section 15 shall constitute  presence in person at
such meeting.


                                      -12-
<PAGE>

                                   ARTICLE VI

                                   COMMITTEES

      Section 1. Finance  Committee.  The Finance  Committee shall be a standing
committee  composed  of not less than five (5)  directors.  All  members  of the
Finance Committee shall be directors appointed to serve on such committee by the
Chairman of the Board. The Finance Committee shall advise the Board of Directors
concerning the financial affairs and policies of Wakefern and shall carry on its
financial activities between meetings of the Board of Directors.

      Section 2. Site Development Committee.

      (a) The Site Development  Committee shall be a standing committee composed
of three (3) members elected annually by the Board of Directors. The Chairman of
the Board shall recommend to the Board of Directors, and the Board of Directors,
by an  affirmative  vote of at least  fourteen (14)  directors,  shall elect the
three (3) members of the Committee who shall satisfy the following requirements:
Two (2) members shall have held significant  responsible management positions in
the  supermarket  industry or in other  marketing or retailing  industries,  and
shall have had  considerable  experience  in marketing or retailing or in making
site selection determinations; and one (1) member shall be a respected member of
the community having judicial or  quasi-judicial  experience or having relevant,
professional or academic  credentials.  The Board of Directors shall elect up to
three (3) alternate Site Development  Committee  members.  Each alternate member
may attend all meetings of the Site Development  Committee.  Where any member of
the Committee is absent, the senior alternate member present shall vote in place
and instead of the absent member.  Each alternate  member may meet either of the
Site Development Committee Membership criteria. A quorum of the Site Development
Committee  shall  consist of three (3)  members  including,  if  necessary,  the
alternate member. No Site Development  Committee shall serve more than three (3)
years in  succession  unless that member is reelected  after such three (3) year
period  by an  affirmative  vote of at least  sixteen  (16)  directors.  No Site
Development  Committee member shall serve more than five (5) years in succession
or more  than  seven  (7)  years in total  as a member  of the Site  Development
Committee  unless  that member is  reelected  after such five (5) year period or
such  seven (7) or more  years of  service  by an  affirmative  vote of at least
seventeen (17) directors.  No member of the Committee shall be a present or past
director and/or stockholder of Wakefern,  or any present or former employee of a
director  and/or  stockholder or a relative of any of the above.  The President,
the Executive Vice President and the Chief  Financial  Officer of Wakefern shall
serve as advisors and


                                      -13-
<PAGE>

consultants  to the Site  Development  Committee.  All actions by the  Committee
shall be by a majority  vote.  Any member of the Committee may be removed by the
Board by an  affirmative  vote of at least  fourteen  (14)  directors.  The Site
Development Committee and the Board of Directors shall follow the Procedures and
Standards  for Site  Development  as approved  from time to time by the Board of
Directors, by an affirmative vote of at least fourteen (14) directors, including
those concerning financial condition and responsibility.

      (b) The Site Development  Committee shall be authorized,  so as to further
the best  interests of Wakefern and to further the promotion and  development of
Wakefern's   proprietary   trademark  and  trade  name  "Shop  Rite"  and  other
proprietary  trademarks  and trade names of Wakefern  and the goodwill and image
associated therewith,  on an ongoing basis, to investigate and evaluate markets,
and to make market analyses, surveys, forecasts and expansion plans to recommend
areas in which new Shop Rite  supermarkets or alternate  format stores should be
located.   The  Committee  shall  make   recommendations  on  programs  for  the
identification  of areas  for new Shop  Rite  supermarket  sites  and  sites for
alternate  format  stores to the Board of  Directors  and  shall  supervise  the
development of the site location information.

      (c) The Site Development Committee shall have the power and authority,  so
as to further the best  interests of Wakefern and the  trademark  and trade name
"Shop Rite" and other  proprietary  trademarks  and trade names of Wakefern,  to
entertain,  investigate and evaluate applications for new Shop Rite supermarkets
and  alternate  format  stores  and  sites for new Shop  Rite  supermarkets  and
alternate format stores. The Site Development Committee shall have the exclusive
authority to grant or deny such applications and its decision,  upon filing with
the Chairman of the Board and the Board of Directors,  shall be final, unless an
applicant appeals the decision of the Committee to the Board of Directors within
fifteen  (15) days after  notice of the  Committee's  decision  is mailed to the
applicant,  in which case the Board of Directors  may  override the  Committee's
decision upon an affirmative vote of at least fifteen (15) directors, or, absent
such an appeal by an  applicant,  unless the Board of  Directors  overrides  the
Committee's  decision upon an affirmative  vote of fifteen (15) directors within
fifteen (15) days after the Site  Development  Committee  has filed its decision
with the Chairman of the Board and the Board of  Directors;  provided,  however,
that an applicant  may petition the Board of Directors to grant an  application,
upon  an  affirmative  vote of at  least  twelve  (12)  directors,  if the  Site
Development  Committee fails to grant or deny such application within sixty (60)
days after the applicant has filed its  application,  or within  forty-five (45)
days after the applicant  filed its  application if expedited  consideration  is
requested with the application;  provided further,  however, that such petition,
while pending, shall be superseded by a grant or


                                      -14-
<PAGE>

denial of the application by the Site Development Committee,  and the failure to
obtain an  affirmative  vote of at least  twelve (12)  directors  granting  such
petition shall in no way prejudice the applicant's  application  before the Site
Development  Committee  which,  thereafter,  shall promptly make its independent
determination  to grant or deny the  application.  The Board of Directors  shall
delineate in the Procedures and Standards for Site  Development,  the basis upon
which the Board of  Directors  shall  review an  application  for a site when an
application  is first filed,  without in any way preempting the authority of the
Committee, and the basis upon which the Board of Directors may, absent an appeal
by an applicant for a site, override a decision by the Committee.

      (d) The Site  Development  Committee  shall have the  authority  to impose
conditions upon the consideration  and approval of such  applications  including
conditioning  consideration  on the  furnishing  of certain  information  and an
undertaking  to assume certain  expenses  incurred in the  consideration  of the
application,   and  conditioning   approval  upon  the  actual  commencement  of
construction  and  development  of a new Shop Rite  supermarket or new Shop Rite
supermarket site within a specific period of time.

      (e) Application to the Site  Development  Committee for sites for new Shop
Rite  supermarkets and alternate format stores shall be received only from (i) a
stockholder of Wakefern, who, at the time of such application:

            (a) operates at least one (1) supermarket under the "ShopRite" trade
      name  pursuant  to a  validly  existing  written  license  agreement  with
      Wakefern and

            (b) the Board of Directors shall not have determined,  in accordance
      with  Article IX of these  By-Laws,  to be  required  to sell its stock to
      Wakefern and to terminate its relationship with Wakefern;

or (ii) Wakefern Food Corp. or any subsidiary thereof.

      (f)  The  Site   Development   Committee   shall  entertain  and  consider
applications  for Shop Rite  supermarkets  and  alternate  format stores only by
persons or entities qualified under subsection (e) above. The Committee shall be
empowered to approve  applications for new Shop Rite  supermarkets and alternate
format stores only if the new supermarket or store will comply,  and be operated
in accordance, with the image of the Shop Rite trademark and trade name or other
trademark and trade name  proprietary  to Wakefern as developed and  articulated
from time to time by the Board of Directors.


                                      -15-
<PAGE>

      Section  3.  Property  Management   Committee.   The  Property  Management
Committee  shall be a  standing  committee  composed  of not less  than five (5)
persons  who  are  affiliated   with  a  stockholder   of  Wakefern   either  as
shareholders,  directors or senior executive  officers of such stockholder,  the
number and  appointments  of whom shall be  determined  by the  Chairman  of the
Board.  The Property  Management  Committee  shall have general  supervision and
control  over the real  estate,  physical  plant  and  property,  equipment  and
construction of new facilities,  whether owned or leased by Wakefern,  and shall
administer  the same  subject  to the  supervision  and  control of the Board of
Directors.

      Section 4.  Nominating  Committee.  The  Nominating  Committee  shall be a
standing  committee  composed  of not less  than five (5) nor more than nine (9)
persons,  each of whom shall have the qualifications for being a director as set
forth in Section 3 of Article V, and the number and  appointments  of whom shall
be  determined  by the  Chairman  of the  Board.  At least one (1) member of the
Nominating  Committee  shall  be a  director.  The  Chairman  of the  Nominating
Committee  shall be a director  and shall be  appointed  by the  Chairman of the
Board.  The  Nominating  Committee  shall  make  annual  recommendations  to the
stockholders of Wakefern with respect to candidates for election to the Board of
Directors at the annual meeting of stockholders.

      Section  5.  Trade  Name  and  Trademark  Committee.  The  Trade  Name and
Trademark Committee (hereinafter,  "TTC") shall be a standing committee composed
of not less  than five (5) and not more  than ten (10)  members  of the Board of
Directors  who shall be  appointed  annually by the  Chairman  of the Board.  No
member of the TTC shall  serve for more than three (3)  successive  one (1) year
terms except upon approval by the affirmative vote of not less than sixteen (16)
directors.  A quorum of the TTC shall consist of one (1) more than a majority of
its  members  and  action by the TTC shall  require  the  affirmative  vote of a
majority  of the  members  thereof  present  and  voting at a meeting at which a
quorum is present.  Any member of the TTC may be removed  therefrom at any time,
with or without cause,  by the  affirmative  vote of not less than fourteen (14)
directors. The TTC shall consider and recommend to the Board of Directors action
with respect to the following:  (i) granting of licenses to  stockholders to use
the trade names "Shop Rite" and such other trade names and  trademarks as may be
owned, controlled or developed by Wakefern, and the related trademarks,  service
marks and  logotypes,  in connection  with proposed  business  activities;  (ii)
establishing  the terms and conditions of each such license,  including the form
of license  agreement  between  Wakefern and its  stockholders and amendments or
modifications thereof; (iii) new uses of the "Shop Rite" trade name and


                                      -16-
<PAGE>


trademark and such other trade names and trademarks as may be owned,  controlled
or developed  by  Wakefern;  (iv) current uses of the "Shop Rite" trade name and
trademark  and  logotype,  including  assessing  the  desirability  of obtaining
additional  legal  protection  therefor;  and (v) use of Wakefern's trade names,
trademarks and logotypes,  including  "Shop Rite" and such other trade names and
trademarks as may be owned,  controlled or developed by Wakefern, by persons who
are not  eligible  under  these  By-Laws to make site  applications  to the Site
Development Committee.

      Section  6.  Other  Committees.  The  Chairman  of the  Board  or Board of
Directors may, by resolution,  from time to time create such other  committee or
committees  composed of not less than three (3) persons who are affiliated  with
stockholders  of Wakefern  either as  directors,  officers or  employees of such
stockholders,  or  other  persons  designated  by any such  stockholder  for the
purpose,  to advise the Board of  Directors,  and the officers and  employees of
Wakefern,  with  respect to such  matters as the Board of  Directors  shall deem
advisable  and  with  such  functions,  powers  and  authority  as the  Board of
Directors  shall  by  resolution  prescribe;  provided,  however,  that  no such
committee  shall  exercise  any of the  powers  or  authority  of the  Board  of
Directors in the management of the business and affairs of the Corporation.

      Section 7. Rules and Procedures. Unless otherwise specifically provided in
these  By-Laws,  a quorum of any  committee  shall  consist of a majority of the
members  of such  committee  and all  actions  by such  committee  shall be by a
majority of all of the members  thereof.  The  majority of all of the members of
any committee  duly  appointed as provided in this Article may fix its own rules
of  procedure  and the  time and  place of its  meetings,  unless  the  Board of
Directors  shall  otherwise  provide.  Except  as  otherwise  provided  in these
By-Laws,  the  Chairman  of the Board or the Board of  Directors  shall have the
power to change the number of members of any such committee at any time, to fill
vacancies and to discharge any such committee,  either with or without cause, at
any time. Each such committee shall keep minutes of its acts and proceedings and
shall  report all  significant  action  taken by such  committee to the Board of
Directors.

                                   ARTICLE VII

                    EXECUTIVE OFFICERS AND OPERATING OFFICERS

      Section 1. Number.  The executive officers of Wakefern shall be a Chairman
of the Board,  one (1) or more Vice Chairmen,  a Secretary and a Treasurer.  The
Board of Directors shall determine the number of Vice Chairmen and may from time
to time elect such other executive officers as it may deem desirable,  including
one (1) or more Assistant  Secretaries and one (1) or more Assistant Treasurers.
The operating  officers of Wakefern shall be the  President,  the Executive Vice
President and such subordinate


                                      -17-
<PAGE>

officers as may be appointed in accordance  with the  provisions of Section 2 of
this Article  VII.  Except as otherwise  prohibited  by the New Jersey  Business
Corporation  Act or these  By-Laws,  one (1)  person  may hold the  offices  and
perform the duties of any two (2) or more of said officers.

      Section 2. Subordinate Officers. In addition to the officers enumerated in
Section 1 of this Article VII,  Wakefern may have such  subordinate  officers as
the Board of Directors or the President may deem necessary  (including,  but not
limited to, one (1) or more Vice Presidents), each of which subordinate officers
shall have such  authority  and  perform  such duties as are  determined  by the
President.  The  President  shall  have  the  power to  appoint  or  remove  any
subordinate officer.

      Section 3.  Qualifications,  Election and Term of Office. Only persons (a)
who are directors of Wakefern and (b) who  beneficially own five percent (5%) or
more of the  voting  stock  of a  corporate  stockholder  of  Wakefern  shall be
eligible to be Chairman of the Board, a Vice Chairman,  Secretary,  an Assistant
Secretary,  Treasurer,  an Assistant  Treasurer or other executive  officer.  No
operating officer shall be a director of Wakefern.  Unless otherwise approved by
the affirmative vote of fourteen (14) directors,  no operating  officer shall be
affiliated  with any  stockholder  of  Wakefern,  whether  by  stock  ownership,
officership, directorship, employment, family relationship by blood or marriage,
or  otherwise.  Except for  subordinate  officers  who shall be appointed by the
President as set forth in Section 2 of this Article VII, all executive  officers
and the President and Executive Vice President  shall be elected by the Board of
Directors.  Each  officer  shall hold office  until his  successor is chosen and
shall have qualified or until his earlier death, resignation or removal.

      Section 4. Removal.  Any officer  elected by the Board of Directors may be
removed,  either with or without cause, at any time, by the affirmative  vote of
at least fourteen (14) directors.

      Section 5.  Resignations.  Subject to the terms of any agreement as to his
services,  any officer  elected by the Board of  Directors  and any  subordinate
officer  may  resign  at any  time by  giving  written  notice  to the  Board of
Directors or the President, respectively. Any such resignation shall take effect
at the date of receipt of such  notice or at any later date  specified  therein;
and, unless  otherwise  specified  therein;  the acceptance of such  resignation
shall not be necessary to make it effective.

      Section  6.  Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation,  removal  or any  other  cause  shall be filled  for the  unexpired
portion of the term in the manner  prescribed  in these  By-Laws for election or
appointment to such office.


                                      -18-
<PAGE>

      Section 7. The  Chairman of the Board.  The Chairman of the Board shall be
the chief executive officer of Wakefern. He shall preside at all meetings of the
stockholders and of the Board of Directors.  Subject to the control of the Board
of  Directors,  he shall  provide  general  leadership  in matters of policy and
planning and formulate  recommendations to the Board of Directors for its action
and decision.  Except as otherwise provided in these By-Laws,  in the absence or
disability  of the  Chairman of the Board,  his duties  shall be  performed  and
powers may be  exercised by the most senior Vice  Chairman  able to perform such
duties and exercise such powers.  The Chairman of the Board shall also have such
other powers and perform such other duties as are prescribed by these By-Laws or
as from time to time may be assigned to him by the Board of Directors.

      Section 8. The Vice  Chairmen.  The Board of Directors  shall elect one or
more Vice  Chairmen  whose  seniority  shall be determined by the order of their
election.  Each Vice  Chairman  shall assist the Chairman of the Board and shall
have such powers and perform such duties as may,  from time to time, be assigned
to him by the Board of Directors or the Chairman of the Board. In the absence or
disability  of the Chairman of the Board,  the most senior Vice  Chairman  shall
preside at all meetings of the stockholders  and of the Board of Directors,  and
perform all duties and exercise all powers of the Chairman of the Board.

      Section 9. The President. Subject to the control of the Board of Directors
and the  Chairman  of the  Board,  the  President  shall be the chief  operating
officer.  As such, he shall perform or have performed all duties incident to the
day-to-day   management   of  the   operations   of  Wakefern   and  shall  make
recommendations  on matters of policy and planning to the Board of Directors and
executive  officers.  In the absence or disability of the President,  his duties
shall be performed and powers may be exercised by the Executive Vice  President,
by any  officer  designated  by the Board of  Directors  or the  Chairman of the
Board.  The  President  also shall have such other powers and perform such other
duties  as are  prescribed  by  these  By-Laws  or as from  time to time  may be
assigned to him by the Board of Directors or the Chairman of the Board.

      Section 10. The Executive  Vice  President.  The Executive  Vice President
shall  assist  the  President  in the  day-to-day  management  of  the  business
operations  of Wakefern  and shall have such  powers and perform  such duties as
may,  from time to time,  be  assigned to him by the Board of  Directors  or the
President.  In the absence or disability of the  President,  the Executive  Vice
President shall perform all duties and exercise all powers of the President.


                                      -19-
<PAGE>

      Section 11. The Secretary. The Secretary shall keep or cause to be kept in
books provided for the purpose the minutes of the meetings of the  stockholders,
of the  Board  of  Directors  and of all  committees  created  by the  Board  of
Directors;  shall  give,  or cause to be  given,  all  notices  required  by the
provisions  of these  By-Laws or as required by law;  shall be  custodian of the
records  and of the seal of  Wakefern  and see that the seal is  affixed  to all
documents  the  execution of which on behalf of Wakefern  under its seal is duly
authorized;  shall  keep or  cause  to be kept a  register  of the name and post
office  address  of each  stockholder,  and make or cause to be made all  proper
changes  in such  register;  shall  see that  the  books,  reports,  statements,
certificates  and all other  documents and records  required by law are properly
kept and filed; and in general,  shall perform all duties incident to the office
of  Secretary  and shall have such other powers and perform such other duties as
are  prescribed  by these By-Laws or as from time to time may be assigned to him
by the Board of Directors or the Chairman of the Board.

      Section 12. Assistant  Secretaries.  The Assistant  Secretaries shall have
such powers and perform  such duties as are  prescribed  by these  By-Laws or as
from  time to time may be  assigned  to them by the  Board of  Directors  or the
Chairman of the Board.

      Section 13. The Treasurer. The Treasurer shall give such bond, if any, for
the faithful performance of his duties as the Board of Directors or the Chairman
of the Board  shall  require.  He shall  have  charge  and  custody  of,  and be
responsible  for, all funds and  securities  of Wakefern,  and shall deposit all
such funds in the name of  Wakefern  in such  banks,  trust  companies  or other
depositories  as shall be selected in  accordance  with the  provisions of these
By-Laws;  shall render a statement of the  condition of the finances of Wakefern
at all regular meetings of the Board of Directors,  if called upon to do so, and
a full financial report at the annual meeting of the stockholders if called upon
to do so; shall be responsible  for receiving,  and giving  receipts for, monies
due and payable to Wakefern from any source whatsoever;  and, in general,  shall
perform all the duties  incident to the office of Treasurer  and shall have such
other powers and perform such other duties as are prescribed by these By-Laws or
as from time to time may be  assigned  to him by the Board of  Directors  or the
Chairman of the Board.

      Section 14. Assistant  Treasurers.  Each of the Assistant Treasurers shall
give such bond, if any, for the faithful  performance of his duties as the Board
of  Directors  or the  Chairman  of  the  Board  shall  require.  The  Assistant
Treasurers  shall have such powers and perform such duties as are  prescribed by
these By-Laws or as from time to time may be assigned to them by the Board of


                                      -20-
<PAGE>

Directors or the Chairman of the Board.

      Section  15.  Remuneration  of  Directors.  No  member  of  the  Board  of
Directors,  whether or not an executive  officer,  shall at any time receive any
salary,  compensation for services,  benefit or gain while a member of the Board
of Directors.

                                  ARTICLE VIII

                     CONTRACTS, CHECKS, BANK ACCOUNTS, ETC.

      Section 1. Authority to Execute Contracts, Etc. The Board of Directors may
authorize any officer or officers,  agent or agents, or employee or employees of
Wakefern to enter into any contract or execute and deliver any instrument in the
name and on behalf of Wakefern, and such authority may be general or confined to
specific instances.

      Section 2. 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
Wakefern  shall be signed on behalf of Wakefern by such officer or officers,  or
employee or  employees,  of Wakefern as shall from time to time be determined by
resolution of the Board of Directors.  Each of such officers and employees shall
give such bond, if any, as the Board of Directors may require.

      Section 3. Deposits. All funds of Wakefern shall be deposited from time to
time to the  credit  of  Wakefern  in  such  banks,  trust  companies  or  other
depositories as the Board of Directors may from time to time designate, and, for
the purpose of such deposit, any person designated by the Board of Directors may
endorse,  assign and deliver checks, drafts, and other orders for the payment of
money which are payable to the order of Wakefern.

      Section 4. General and Special Bank  Accounts.  The Board of Directors may
from time to time  authorize  the  opening and  keeping  with such banks,  trust
companies or other  depositories as it may designate of general and special bank
accounts,  and it may make such  special  rules  and  regulations  with  respect
thereto,  not inconsistent with the provisions of these By-Laws,  as it may deem
expedient.

      Section 5.  Voting  Securities  of Other  Corporations.  Unless  otherwise
provided by  resolution  of the Board of  Directors,  the Board of Directors may
from time to time  appoint  an agent or agents of  Wakefern,  in the name and on
behalf of Wakefern,  to cast the votes which Wakefern may be entitled to cast as
a stockholder or otherwise in any other corporation any of whose shares or other
securities may be held by Wakefern, at meetings of the holders of


                                      -21-
<PAGE>

the  shares or other  securities  of such  other  corporation,  or to consent or
dissent in writing to any action by such other corporation, and may instruct the
person or persons so  appointed as to the manner of casting such votes or giving
such consent or dissent, and may execute or cause to be executed in the name and
on behalf of Wakefern  and under its  corporate  seal,  or  otherwise,  all such
written  proxies  or  other  instruments  as the  Board  of  Directors  may deem
necessary or proper.

                                   ARTICLE IX

                        RESTRICTIONS ON TRANSFER OF STOCK

      Section 1. Restrictions on Transfers. No shares of stock of Wakefern shall
be sold, assigned, transferred,  pledged, or otherwise disposed of or encumbered
(whether  by  operation  of law or  otherwise),  except in a manner  required or
expressly permitted by this Article.

      Section 2. Escrow of Wakefern Stock.  The  certificates  representing  the
shares of capital stock of Wakefern owned by each stockholder shall at all times
be held in escrow by Wakefern and shall  remain in  Wakefern's  possession.  The
certificates representing such shares shall be duly endorsed to Wakefern by each
stockholder  or shall have  stock  powers  attached  to such  certificates  duly
endorsed to Wakefern by such stockholder.  At such time as the stockholder shall
be required  to sell or deliver  all of the shares of capital  stock of Wakefern
owned  by such  stockholder,  Wakefern  shall,  without  notice  or  demand,  be
authorized  and  entitled to take such action as shall be  necessary to transfer
title to such shares to  Wakefern.  Upon the request of the Board of  Directors,
each  stockholder  shall  execute  and  deliver  to  Wakefern  such  agreements,
documents or other papers necessary to further effectuate the escrow arrangement
created hereby.

      Section 3. Right of Wakefern to Require Sale of All Stock.  Wakefern shall
have the right and option at any time to purchase all, but not less than all, of
the  shares of  capital  stock of  Wakefern  owned by any  stockholder  upon the
affirmative  vote of at least  fourteen  (14)  members of the Board of Directors
then holding office at a special meeting duly called upon written notice setting
forth  such  purpose,  but  only  in the  event  that  the  Board  of  Directors
affirmatively  finds that good cause exists for requiring  such  stockholder  to
sell his or its stock to Wakefern and  terminate  his or its  relationship  with
Wakefern.  For  purposes of this  Section 3, "good  cause" shall mean any of the
following:

      (a) the  filing of a  petition  for  relief  under  Title 11 of the United
States Code by or against the stockholder; or the


                                      -22-
<PAGE>

consent,  acquiescence or taking of any action by the stockholder, or the filing
by or against the  stockholder  of any petition or action  looking to or seeking
any  reorganization,   arrangement,  composition,   readjustment,   liquidation,
dissolution or similar relief under any other present or future statute,  law or
regulation; or the appointment,  with or without the consent of the stockholder,
of any trustee,  custodian,  receiver or  liquidator of the  stockholder  or any
property  or assets of the  stockholder;  or if the  stockholder  shall  make an
assignment  for the benefit of  creditors or shall be unable to pay its debts as
they become due; or

      (b)  if the  stockholder  shall  no  longer  be  engaged  in a  Shop  Rite
supermarket business serviced by Wakefern; or

      (c) if the  stockholder or person  controlling (as such term is defined in
Section 3 of Article V of these By-Laws) the stockholder, directly or indirectly
through one or more intermediaries or subsidiaries,  (1) controls,  is active in
the  management  of, sits on the Board of Directors of, or owns or acquires more
than (i) 4.9% of the capital stock or any class of voting stock of any person or
entity  which,  directly or  indirectly  through one or more  intermediaries  or
subsidiaries,  owns or operates one or more supermarkets or retail food outlets,
other than Shop Rite supermarkets, in any of the States of New York, New Jersey,
Pennsylvania,  Delaware, Maryland, Virginia, Connecticut,  Massachusetts,  Rhode
Island,  Vermont,  New  Hampshire or Maine or in  Washington,  D. C. or (2) such
stockholder  or person  controlling  such  stockholder  discloses  to such other
person or entity  (described in clause (1) hereof)  confidential  information in
respect of the business or operations of Wakefern or its affiliates; or

      (d) if all or any  part  of the  capital  stock  of  Wakefern  held  by an
individual  shall be transferred  in a manner that would not be permitted  under
Section 9 of this Article; or

      (e) if, within thirty (30) days after the Board of Directors  notifies the
stockholder in writing of the Board's  determination  that the  stockholder  has
violated or failed to perform or observe, in any material respect, any provision
of these By-Laws, any rules and regulations adopted by the Board of Directors or
any Committee established by these By-Laws (including,  without limitation,  the
Wakefern  Investment  Policy and any policy  relating  to  standards  of ethical
business conduct), or any agreement with Wakefern to which such stockholder,  or
any business in which such stockholder has a controlling  interest,  is a party,
including,  without limitation,  any trademark license agreement or stock escrow
agreement, such stockholder shall not have completely remedied such violation or
failure to perform  or  observe  or if such  violation  or failure to perform or
observe is  non-financial in nature,  such  stockholder  shall not have promptly
commenced and diligently pursued all steps necessary to remedy such violation or


                                      -23-
<PAGE>

failure to perform or observe; or

      (f) if the  stockholder or person  controlling (as such term is defined in
Section 3 of Article V of these By-Laws) the stockholder, directly or indirectly
through one or more  intermediaries or subsidiaries,  owns or acquires more than
4.9% of the capital  stock or any class of voting stock and/or takes part in the
management  or serves on the Board of Directors  of any person or entity  which,
directly or indirectly through one or more intermediaries or subsidiaries,  owns
or  operates  a  business  which  competes  with  Wakefern  in any of the States
enumerated in Section 3(c) of this Article IX, or such stockholder  discloses to
such other person or entity confidential  information in respect of the business
or operations of Wakefern or its affiliates;

      (g) if a stockholder,  a person either directly or indirectly  through one
or more  intermediaries  or subsidiaries,  controlling a stockholder or a person
either   directly  or  indirectly   through  one  or  more   intermediaries   or
subsidiaries,  who  owns  five  percent  (5%) or more of the  voting  stock of a
corporate  stockholder  and who is active in the  management  of such  corporate
stockholder  (i) gives  Wakefern  written  notice of  termination  of any of the
guarantees  of  the  obligations,  debts  or  liabilities  of  such  stockholder
previously given to Wakefern,  or (ii) having been requested by Wakefern (acting
by  majority  vote of the Board of  Directors  of  Wakefern)  to provide  such a
guarantee  to Wakefern  and/or to secure such  guarantee,  fails to do so within
thirty (30) days after being notified of such request; or

      (h) if  (i) a  stockholder  shall  sell  or  otherwise  dispose  of all or
substantially all of the Shop Rite supermarket business of such stockholder in a
single transaction or in a series of related transactions, or (ii) a stockholder
shall merge or  consolidate  with another entity  (irrespective  of whether such
stockholder  is the surviving,  resulting or  disappearing  entity),  or (iii) a
change in control  (as  "control"  is defined in Section 3 of Article V of these
By-Laws) of a stockholder shall take place, and if any purchaser,  transferee or
successor (an "Acquiring  Party") in any of the  transactions  described in (i),
(ii) or (iii) is an "Unqualified  Successor",  as hereinafter described.  In the
event  any such  transaction  involving  a  stockholder  is  contemplated,  such
stockholder  shall give written  notice  thereof to Wakefern  (the  "Transaction
Notice"),   which  Notice  shall  contain  information  regarding  the  proposed
transaction and each proposed  Acquiring Party,  including an identification and
business experience resume of each person who it is anticipated will be directly
responsible  for managing the Shop Rite  supermarket  business  involved in such
transaction (the "New Management"), all in sufficient detail to enable the Board
of  Directors to make an informed  decision as to whether or not such  Acquiring
Party is an Unqualified  Successor.  If, within  forty-five  (45) days following
receipt of the Transaction Notice, Wakefern


                                      -24-
<PAGE>

shall not have notified such stockholder that the Board of

Directors has concluded that the Acquiring  Party is an  Unqualified  Successor,
the transaction described in the Transaction Notice shall not, if consummated in
the manner described in the Transaction  Notice,  constitute  "cause" under this
Section 3. For purposes of this  subparagraph  (h), an Acquiring  Party shall be
deemed  to  be an  Unqualified  Successor  if  the  Board  of  Directors,  by an
affirmative  vote of  fourteen  (14)  directors,  concludes  or  finds  that the
Acquiring Party, any person controlling the Acquiring Party or any member of the
New Management: has previously been convicted of any criminal activity involving
moral  turpitude  or of such  nature as would be likely  to be  damaging  to the
reputation  of Wakefern or the "Shop Rite" name and  goodwill;  has a history of
defaulting on its financial obligations or is believed by the Board to be a poor
credit risk for Wakefern;  has not given Wakefern  reasonable  assurances of the
Acquiring  Party's  intention  to continue to operate the Shop Rite  supermarket
business  involved in the transaction with experienced  management;  or does not
possess  a  high  moral  character.   Notwithstanding  the  foregoing,   if  any
transaction of the type described in the first sentence of this subparagraph (h)
is to be undertaken by a stockholder or a person  controlling  such  stockholder
with a proposed  Acquiring  Party which is itself a stockholder of Wakefern or a
person controlling such stockholder,  the Acquiring Party shall be deemed not to
be an Unqualified  Successor unless either: (1) the combined volume of purchases
from  Wakefern  of the  stockholder  and the  Acquiring  Party  during  the most
recently  completed  fiscal year of  Wakefern  prior to the  Transaction  Notice
(which  shall be required to be given as provided  above) is equal to or greater
than thirty percent (30%) of Wakefern's total sales during such fiscal year, and
if such combined sales exceed such  percentage,  the Acquiring  Party shall ipso
facto be deemed to be an  Unqualified  Successor,  without  regard to any of the
criteria set forth in the preceding sentence; or (2) the Board of Directors,  by
an  affirmative  vote of fourteen  (14)  directors,  concludes or finds that the
combined business of the transferring  stockholder and the Acquiring Party would
not be of sound  financial  condition  or with  respect  to which the  continued
granting of credit of Wakefern would pose a serious risk of loss to Wakefern, or
(3) the Acquiring Party fails to comply with any reasonable  conditions designed
to prevent any serious risk of loss to Wakefern which  conditions may be imposed
by the Board of Directors in giving its approval to any such  transfer  (such as
additional  collateral security for Wakefern) which the Board deems necessary or
appropriate in order to protect the interests of Wakefern; or

      (i) if a stockholder  shall sell or otherwise  transfer all or any part of
its supermarket  assets or business to another  Wakefern  stockholder and if the
combined  volume of  purchases  from  Wakefern  of the  transferred  supermarket
business and of the trans-


                                      -25-
<PAGE>

feree during the most recently  completed  fiscal year of Wakefern  prior to the
transfer  exceed  thirty  percent  (30%) of  Wakefern's  total sales during such
fiscal year; or

      (j) if any report or a  certificate  required to be  submitted to Wakefern
under these By-Laws, the rules and regulations of Wakefern or any agreement with
Wakefern knowingly or fraudulently  misrepresents or fails to state any material
fact; or

      (k)  if,  in the  opinion  of  the  Wakefern  Board  of  Directors  (which
determination shall be binding on the stockholders), a stockholder shall fail to
comply in any  material  respect  with the  Standards  of  Business  Conduct  as
established or amended from time to time by the Wakefern Board of Directors; or

      (l) if a  stockholder  or any  person  directly  or  indirectly  owning or
controlling such stockholder shall fail to notify Wakefern in writing within ten
(10)  business  days  after it has  become  aware of (i) any  person  or  entity
acquiring  five percent (5%) or more of the capital stock or any class of voting
securities  of such  stockholder,  (ii) any person or entity owning five percent
(5%) or more of the  capital  stock or any  class of voting  securities  of such
stockholder  acquiring  an  additional  two percent  (2%) or more of the capital
stock or any class of voting securities of such stockholder, (iii) any change in
the executive  officers of such  stockholder or (iv) any person or entity owning
five percent (5%) or more of the capital stock or any class of voting securities
of a stockholder  (1) acquiring or owning more than fifteen (15%) of the capital
stock or any class of voting  securities  of any  supplier  of  Wakefern  or (2)
taking part in the management of such supplier. For the purposes of this Section
3(1),  in  order  for  the  notice  provision  contained  in  clause  (iv) to be
effective,  such person or entity must agree in a certificate  accompanying such
notice to refrain  from  influencing  Wakefern in any matter  pertaining  to the
relationship between Wakefern and such supplier; or

      (m) if a stockholder  shall purchase or otherwise  acquire from any person
or entity existing supermarket assets or business and if the volume of purchases
from  Wakefern  by the  acquiring  stockholder,  after  giving  effect  to  such
acquisition,  during the fiscal year of Wakefern in which such  acquisition  was
effected or the  immediately  succeeding  fiscal year of Wakefern  exceed thirty
percent (30%) of Wakefern's total sales during such fiscal year.

      Promptly  following  such  affirmative  vote by the Board of  Directors to
purchase  all of  the  shares  of  capital  stock  of  Wakefern  owned  by  such
stockholder,   as  above  provided,  written  notice  thereof  (the  "notice  of
purchase") shall be given to such stockholder (or to the personal representative
of such stockholder if


                                      -26-
<PAGE>

the stockholder is deceased),  at the  stockholder's  address on the stockholder
records of Wakefern,  by registered or certified mail, return receipt requested.
Upon receipt of such notice,  such stockholder (or his personal  representative)
shall thereupon be obligated to sell, assign,  transfer and deliver to Wakefern,
and Wakefern  shall  thereupon  be  obligated to purchase,  all of the shares of
stock of  Wakefern  owned by such  stockholder  out of funds  legally  available
therefore at the price specified in Section 6 of this Article, which price shall
be payable in the manner provided in Section 7 of this Article.

      Section 4. Right of Wakefern  to Require  Sale By  Stockholder  of Part of
Common B Stock and Common C Stock.

      (a) If at any time the investment of a stockholder in Wakefern Common B or
Common C stock  exceeds  the  minimum  investment  required  under the  Wakefern
Investment  Policy,  as then in  effect,  referred  to in  Article  XI of  these
By-Laws,  Wakefern  shall have the right,  exercisable by written notice to such
stockholder  (the "notice of purchase")  sent by  registered or certified  mail,
return receipt  requested,  to require such  stockholder to sell to Wakefern the
number  of  shares  of  such  stock  constituting  such   stockholder's   excess
investment.

      (b) The  purchase  price  payable  to the  selling  stockholder  for  such
stockholder's excess investment stock and the manner of payment thereof shall be
determined pursuant to Sections 6 and 7 of this Article.

      Section  5.  Right  of  Stockholder  to Sell  Stock  and  Indebtedness  to
Wakefern.

      (a) Each stockholder  shall have the right at any time to require Wakefern
to purchase all, but not less than all, of such stockholder's  capital stock and
indebtedness of Wakefern out of funds legally available  therefor.  For purposes
hereof,  such indebtedness shall include demand loans made by the stockholder to
Wakefern, site deposits made by the stockholder and certificates of indebtedness
of Wakefern issued to the stockholder to evidence Wakefern's obligation to issue
additional capital stock to the stockholder.

      (b) The right of a stockholder (a "selling stockholder") to sell stock and
indebtedness  to  Wakefern  pursuant to this  Section  shall be  exercisable  by
written notice from the selling  stockholder to Wakefern (the "notice of sale"),
addressed to the Chairman of the Board at the principal office of Wakefern, sent
by  registered or certified  mail,  return  receipt  requested.  Wakefern  shall
consummate the purchase of the selling stockholder's stock and indebtedness at a
time and date to be  determined in the sole  discretion  of Wakefern,  but in no
event sooner than thirty (30)


                                      -27-
<PAGE>

days or later than  ninety  (90) days after  Wakefern's  receipt of the  selling
stockholder's notice of sale.

      (c) The  purchase  price  payable  to the  selling  stockholder  for  such
stockholder's  stock  and the  manner of  payment  thereof  shall be  determined
pursuant to Sections 6 and 7 of this Article.  The purchase price payable to the
selling  stockholder for indebtedness of such  stockholder  shall be the face or
principal amount thereof plus accrued interest  thereon,  if any, to the date of
payment.

      Section 6. Purchase Price For Stock.  The purchase price for each share of
stock  purchased by Wakefern from a  stockholder  pursuant to Sections 3 or 4 of
this Article shall be the higher of (1) One Hundred Dollars ($100.00) or (2) the
book  value of such  share as of the  last  day of the most  recently  completed
fiscal year of Wakefern next preceding the date on which Wakefern gives a notice
of purchase to such stockholder  pursuant to Sections 3 or 4 of this Article, as
the case  may be.  The  determination  of book  value  shall be made by the then
acting independent public accountants for Wakefern, in accordance with generally
accepted accounting principles,  consistently applied, which determination shall
be final, conclusive and binding upon the selling stockholder and Wakefern. Upon
receipt by Wakefern of such accountant's written report of such determination, a
copy thereof shall be promptly delivered to the selling stockholder.

      The purchase  price for each share of stock  purchased by Wakefern  from a
stockholder  pursuant to Section 5 of this Article shall be One Hundred  Dollars
($100.00).

      Section 7. Payment of Purchase Price.

      (a) Wakefern shall notify the selling  stockholder of the time and date of
the closing of each sale  pursuant to this Article (the  "closing"),  by written
notice to the selling  stockholder sent by registered or certified mail,  return
receipt  requested,  to the selling  stockholder at its address appearing on the
share  records of Wakefern  not less than thirty (30) days prior to such closing
date. Each such closing shall take place at the principal office of Wakefern.

      (b) In the event of the  purchase  of shares of stock by  Wakefern  from a
stockholder  pursuant to Sections 3, 4 or 10 of this Article, the total purchase
price  for  such  stockholder's  stock  and  indebtedness  shall be paid to such
stockholder at the closing.

      (c) In the event of the  purchase of shares of stock by Wakefern  pursuant
to Section 5 of this Article, the total purchase price shall be paid as follows:


                                      -28-
<PAGE>

            (1) In the case of a  selling  stockholder  whose  dollar  volume of
      purchases  from  Wakefern was less than three  percent (3%) of  Wakefern's
      total net sales  during the fiscal year of  Wakefern  next  preceding  the
      fiscal year of Wakefern in which the notice of sale  pursuant to Section 5
      of this Article is  received,  the total  purchase  price for such selling
      stockholder's  stock and indebtedness shall be paid to such stockholder at
      the closing.

            (2) In the case of a  selling  stockholder  whose  dollar  volume of
      purchases  from  Wakefern was equal to or in excess of three percent (3%),
      but less than five percent (5%), of Wakefern's  total net sales during the
      fiscal  year of  Wakefern  next  preceding  the fiscal year of Wakefern in
      which  the  notice  of sale  pursuant  to  Section  5 of this  Article  is
      received,  the total purchase price for such selling  stockholder's  stock
      and indebtedness  shall be paid in a lump sum, without  interest,  to such
      stockholder on the first anniversary of the closing.

            (3) In the case of a  selling  stockholder  whose  dollar  volume of
      purchases  from  Wakefern was equal to or in excess of five percent  (5%),
      but less than ten percent (10%), of Wakefern's  total net sales during the
      fiscal year of Wakefern in which the notice of sale  pursuant to Section 5
      of this Article is  received,  the total  purchase  price for such selling
      stockholder's  stock and indebtedness shall be paid in a lump sum, to such
      stockholder on the second anniversary of the closing,  which payment shall
      be made together with interest  thereon from the first  anniversary of the
      closing  to the  date of  payment  at a rate  per  annum  equal to two (2)
      percentage points below the Prime Rate (as hereinafter defined); provided,
      however, that the rate of interest payable to such stockholder shall in no
      event exceed ten percent (10%) per annum.

            (4) In the case of a  selling  stockholder  whose  dollar  volume of
      purchases  from Wakefern was equal to or greater than ten percent (10%) of
      Wakefern's total net sales during the fiscal year of Wakefern in which the
      notice of sale  pursuant  to Section 5 of this  Article is  received,  the
      total purchase price for such selling stockholder's stock and indebtedness
      shall be paid in a lump sum, without interest,  to such stockholder on the
      third  anniversary  of the closing,  which  payment shall be made together
      with  interest  thereon from the first  anniversary  of the closing to the
      date of payment  at a rate per annum  equal to two (2)  percentage  points
      below


                                      -29-
<PAGE>

      the Prime Rate (as hereinafter defined);  provided, however, that the rate
      of  interest  payable  to such  stockholder  shall in no event  exceed ten
      percent (10%) per annum.

            (5) For  purposes of this  subparagraph  (c),  the term "Prime Rate"
      shall  mean the rate of  interest  charged  from time to time by The Chase
      Manhattan Bank, N.A. on ninety (90) day loans to its most  responsible and
      credit-worthy borrowers.

      (d) Upon the  determination  of the Board of Directors in accordance  with
Section 3 of this  Article that a  stockholder  is required to sell its stock to
Wakefern,  or upon the sale of any shares to Wakefern by a stockholder,  any and
all  indebtedness  or  other  obligations  owed  to  Wakefern  by  such  selling
stockholder shall  immediately  become due and payable without demand or notice.
Wakefern  shall be entitled to deduct  from the  payment of the  purchase  price
payable to such stockholder the full amount of such indebtedness or obligations.
Nothing  herein shall limit or prevent  Wakefern  from  exercising  all remedies
available to it by law or in equity or in accordance  with any agreement for the
collection  of any  indebtedness,  all prior to the  payment by  Wakefern of the
purchase price payable to the selling stockholder.

      (e) In the  event  that at any  time  the  surplus  of  Wakefern  shall be
insufficient to enable Wakefern to purchase or make any payment due with respect
to shares of Wakefern  which it is obligated  or elects to purchase  pursuant to
this Article,  Wakefern shall forthwith, at such times as may be necessary, take
appropriate steps, if legally possible,  to effect a sufficient reduction of its
stated capital to enable such purchase or payment to be made.

      Section 8. Cessation of Dealing with Wakefern.  Effective upon the closing
of the purchase by Wakefern of all the shares of stock of a stockholder, or upon
the determination of the Board of Directors in accordance with Section 3 of this
Article that such  stockholder  is required to sell its stock to  Wakefern,  its
relationship with Wakefern shall be terminated.  Thereupon, Wakefern shall cease
to be obligated to sell  merchandise  to said selling  stockholder or to provide
any  other   services  which  are  rendered  or  provided  by  Wakefern  to  its
stockholders  generally.  Anything  herein or in Article XII of these By-Laws to
the contrary notwithstanding,  the Board of Directors in its sole discretion and
upon the request of a selling  stockholder,  may but shall not be  obligated  to
permit  such  selling  stockholder  to continue  to receive  merchandise  and/or
services from Wakefern for such period and upon such terms and conditions as the
Board shall determine.


                                      -30-
<PAGE>

      Section 9. Permissive Transfers of Stock.

Any individual  stockholder may sell,  transfer,  or assign, by gift, bequest or
otherwise,  all or any part of his capital  stock of Wakefern to (i) one or more
of his parents, lineal descendants or spouse, provided, that each such permitted
transferee  is an adult and is active in the  management of the business of such
transferor stockholder which is serviced by Wakefern,  (ii) an "Acquiring Party"
who is not an  "Unqualified  Successor",  as those terms are defined and used in
subparagraph  (h) of Section 3 of this Article,  or (iii) a transferee  Wakefern
stockholder  in a  transaction  that would not  constitute  "cause"  pursuant to
subparagraph  (i) of Section 3 of this  Article;  provided,  further,  that such
stockholder  or  any  proposed  transferee  shall  not  be  in  default  of  the
performance of any  obligations or observance of any provision of these By-Laws,
any rules or  regulations  adopted by the Board of  Directors  or any  committee
thereof  established  by  these  By-Laws  (including,  without  limitation,  the
Wakefern Investment Policy and payment policies), or any agreement with Wakefern
to  which  such  stockholder  or  transferee,  or any  business  in  which  such
stockholder or transferee  has a controlling  interest,  is a party,  including,
without limitation,  any trademark license agreement,  stock escrow agreement or
supply and  security  agreement.  Each  permitted  transferee  must  execute and
deliver  to  Wakefern  an  agreement,  on a  form  prescribed  by the  Board  of
Directors,  to observe and abide by these By-Laws, as amended from time to time,
all  rules  and  regulations  of  Wakefern  and  all  agreements  with  Wakefern
(including guarantees) to which the  transferor-stockholder is party at the time
of such transfer.

      Section 10. Mandatory Reacquisition of Common A Stock In Certain Events.

      (a) If at any time the  control  (as  defined in  Article V,  Section 3 of
these  By-Laws)  of  a  stockholder  ("acquired  stockholder")  is  transferred,
directly or indirectly,  to one (1) or more other  stockholder(s),  the Common A
Stock of such acquired  stockholder,  and of the individual or  individuals  who
were  shareholders  of  such  acquired  stockholder  immediately  prior  to such
acquisition, shall, as of the effective date of such transfer, be deemed to have
been offered for sale to Wakefern and Wakefern  shall be deemed to have accepted
such offer.

      (b) If at any time a stockholder  ("transferring  stockholder") transfers,
directly or  indirectly,  any  substantial  part of its  supermarket  assets and
business  to  one  (1)  or  more  other  stockholders  or  persons  or  entities
controlling such other  stockholder(s),  the Common A Stock of such transferring
stockholder and of the individual or individuals  who were  shareholders of such
transferring stockholder immediately prior to such transfer shall,


                                      -31-
<PAGE>

as of the effective  date of such  transfer,  be deemed to have been offered for
sale to Wakefern and Wakefern shall be deemed to have accepted such offer.

      (c) The  purchase  price  payable  to the  acquired  stockholder  for such
stockholder's  Common  A Stock  and the  manner  of  payment  thereof  shall  be
determined pursuant to Sections 6 and 7 of this Article.

      Section  11.   Reissuance   and  Sale  of  Common  A  Treasury   Stock  To
Stockholders.  In the  event  Wakefern  shall  acquire  Common A Stock  from any
stockholder,  such Common A Stock shall be resold by Wakefern as soon thereafter
as is  practicable,  but in any event no later than  three (3) months  following
such  acquisition.  Since  it is in the  best  interests  of  Wakefern  and  its
stockholders   that  the  Common  A  Stock  be  evenly   distributed  among  the
stockholders  (irrespective of class), such stock shall be offered for resale by
Wakefern to such persons or  businesses  as shall be designated by the Board and
as will avoid concentration in the ownership of Common A Stock and result in the
widest  possible  distribution  of  Common A stock  among  all  stockholders  of
Wakefern.  The  sales  price  of each  share  of stock  resold  pursuant  to the
provisions of this Section 11 shall be One Hundred Dollars ($100.00).

                                    ARTICLE X

                   USE OF SHOP RITE NAME AND OTHER TRADE NAME
                           AND TRADEMARKS OF WAKEFERN

      No  stockholder  shall use or  permit  the use of the  "Shop  Rite"  name,
logotype or mark as a trade name, trademark, or service mark, or any other trade
names or trademarks of Wakefern,  except after  application  to and approval by,
and upon such terms and conditions (including compensation for such use), as may
be established by the Board of Directors, and its use must comply with the image
and goodwill  associated  with "Shop Rite" as has been developed by Wakefern and
its members, and as articulated by the Board of Directors from time to time.

                                   ARTICLE XI

                     INVESTMENT REQUIREMENTS OF STOCKHOLDERS

      Each  stockholder  shall be required  to make  additional  investments  in
capital stock of Wakefern pursuant to the Wakefern Investment Policy established
by the  Board of  Directors,  with the  advice  of the  Finance  Committee.  The
investment  policy may be modified from time to time by the affirmative  vote of
not less than fourteen (14) members of the Board of Directors as the needs of


                                      -32-
<PAGE>

Wakefern require.  Investment requirements shall be based upon the dollar volume
of purchases from Wakefern of each  stockholder.  To evidence  their  additional
investments,  stockholders shall receive Class C Stock, except that stockholders
owning more than thirty (30) shares of Class A Stock shall  receive only Class B
Stock.  The purchase  price for each share of stock issued and sold  pursuant to
the Wakefern  Investment  Policy shall be the book value of such share as of the
last day of the fiscal year of Wakefern  immediately  preceding the date of such
issuance/and  sale. The Board of Directors,  by a vote of not less than fourteen
(14)  directors,  shall  have the  power  from time to time to  determine,  on a
uniform  basis as to all Wakefern  stockholders,  the ratio between the required
minimum investment of each stockholder per store and such stockholder's  average
weekly  purchases  per store  from  Wakefern  and  shall  also have the power to
determine  the method of arriving at such average  weekly  purchases  and to set
minimum and maximum amounts of required investment.

                                   ARTICLE XII

             RIGHT TO RECEIVE MERCHANDISE AND SERVICE FROM WAKEFERN

      Except as herein  provided,  only  stockholders  in good  standing who are
parties to a valid and  subsisting  Trademark  License  Agreement  with Wakefern
entitling such  stockholders to use the trademark  "ShopRite" who submit two (2)
financial  statements  a  year  (year-end  and  mid-year)  to  Wakefern's  Chief
Financial  Officer and who do not,  absent a specific  waiver by an  affirmative
vote of fourteen (14) members of the Board,  directly or indirectly  operate, or
own a  controlling  interest in any  non-ShopRite  supermarket  or retail outlet
engaged in the sale of product which is  distributed  by Wakefern doing business
in any of the states mentioned in subparagraph (c) of Section 3 of Article IX of
these  By-Laws  and  whose  principals,  partners  or  owners  who  directly  or
indirectly,  through one (1) or more  intermediaries  or subsidiaries,  own five
percent  (5%) or more of the voting  stock of a  corporate  stockholder  and who
control  or, in the case of a company  whose  shares are  publicly  traded,  are
active in the  management  of such  corporate  stockholder,  have given  written
guarantees  personally  guarantying  the  payment of the  obligations,  debts or
liabilities of such stock holder to Wakefern,  shall be entitled to purchase and
receive  merchandise  and services from Wakefern.  In addition to  stockholders,
persons,  entities or  businesses  who are approved by the Board of Directors or
who meet criteria  established  by the Board of Directors  from time to time may
receive  merchandise  and services from Wakefern on such terms and conditions as
may be approved by the Board or its designees.

      No  stockholder,  person,  entity  or  business  shall  be  supplied  with
merchandise or services if the Board of Directors


                                      -33-
<PAGE>

shall have  determined in accordance  with Article IX of these By-Laws that such
stockholder  is  required  to sell his or its stock to  Wakefern,  or if, in the
reasonable  discretion  of  the  Board  of  Directors,  subject  however  to the
provisions of Article XIII of these  By-Laws,  such  supplying of merchandise or
services would adversely affect the continued ability of Wakefern to efficiently
and economically  continue to service its  stockholders,  would adversely affect
Wakefern's  volume,  would  unreasonably  expose Wakefern to financial risks, or
would  otherwise  have an  adverse  impact  on the  purchasing,  warehousing  or
distributing activities of Wakefern.

      No stockholder of Wakefern,  person,  entity or business shall be entitled
to purchase and receive  merchandise  and services from Wakefern for sale or use
in connection with an  establishment  operated under a name other than the "Shop
Rite" name unless the Board of  Directors,  in its sole  discretion,  determines
that the operation of such  non-"Shop  Rite"  establishment  by a stockholder or
stockholders,  person, entity or business would not interfere with the continued
promotion and development by Wakefern of the "Shop Rite" trademark,  trade name,
brand name,  goodwill,  and image, would not interfere with the stockholder's or
stockholders'  continued  responsibilities  to promote,  develop and further the
"Shop Rite" name and image,  and would not place  existing  "Shop Rite"  stores,
person,   business  or  entity   operated  by   stockholders  at  a  competitive
disadvantage  through access by the non-"Shop Rite" store (or its management) to
competitively   significant  and/or  confidential  information  and/or  services
provided by Wakefern to its stockholders operating "Shop Rite" stores.

      In the event that the  supermarket  or other  business of a stockholder (a
"selling  stockholder") being serviced by Wakefern is sold or otherwise disposed
of, whether by merger,  consolidation,  sale of capital stock, sale of assets or
otherwise,  the  right,  if  any,  of the  purchaser  or  acquiror  ("purchasing
stockholder")  to  become a  stockholder  of  Wakefern  in place of the  selling
stockholder  shall not give the  purchasing  stockholder  the right to  purchase
merchandise  or receive any services from Wakefern for any  supermarket or other
retail  establishment  other than those of the  selling  stockholder  which were
being serviced by Wakefern at the time of such sale or other disposition.

                                  ARTICLE XIII
                 PAYMENT FOR MERCHANDISE PURCHASED FROM WAKEFERN

      "All  store  statements  billed  to a  stockholder  by  Wakefern  and  its
subsidiaries,  excepting ShopRite  Beverages,  Inc., shall be due and payable on
the Tuesday following receipt of such statement,  with payment to be effected by
wire transfer no later than noon on such Tuesday.  In the event that a statement
is not paid in full by such time, the defaulting  stockholder  shall lose his or
its entire


                                      -34-
<PAGE>

prompt payment discount and any other benefits  accruing to the stockholder,  as
determined  by the Board of  Directors  from time to time with respect to timely
payments.  In the event that payment due on a given  Tuesday is not paid in full
by a  stockholder  by the close of  business  on the  Wednesday  following  such
Tuesday,  Wakefern shall charge and the stockholder shall be obligated to pay, a
service  charge  on the  unpaid  balance  from  time to time at the  rate of one
percent (1%) per week, provided,  however,  that such service charge shall in no
event exceed the maximum amount, if any, allowed by applicable law. In the event
that payment due on a given Tuesday is not made in full by the close of business
on the Thursday,  following such Tuesday,  then, unless otherwise  determined by
the Board of Directors,  no further  orders shall be accepted by Wakefern  from,
nor  merchandise  delivered to, the defaulting  stockholder,  except on a C.O.D.
basis,  until the entire unpaid balance  (including  service  charge) is paid in
full to Wakefern by cash or certified or  cashier's  check.  In the event that a
bank  holiday  falls on Monday or Tuesday of a given week,  the payment and late
dates established  herein shall be delayed to the next succeeding  business day.
The  failure or refusal of a  stockholder  to pay any such  invoice of  Wakefern
within  five (5)  calendar  days  after  written  notice of  default is given by
Wakefern to such  stockholder  shall be deemed to  constitute  "good  cause" for
requiring  such  stockholder  to sell his or its stock to  Wakefern  within  the
meaning of Section 3 of Article IX of these By-Laws.

      Any and all legal fees and related costs,  including,  but not limited to,
attorneys' fees, experts fees, court costs, secretarial,  clerical costs, filing
fees  and  recording  costs  incurred  by  Wakefern  as  a  result  directly  or
indirectly,  of actions or lawsuits  threatened  or undertaken or commenced by a
stockholder or officer, director, affiliate of a stockholder against Wakefern or
any of its  affiliates,  officers,  directors,  employees,  agents,  members  or
stockholders,  except to the extent the Member is  successful  in whole,  on the
merits,  and obtains a final judgment against  Wakefern,  shall be billed to the
responsible  stockholder  or  stockholders  on  store  statements  and  shall be
promptly paid or reimbursed to Wakefern  pursuant to and subject to the terms of
this Article XIII."

                                   ARTICLE XIV

                                      SEAL

      The Board of Directors  shall provide a corporate  seal,  which shall bear
the name of Wakefern and the words and figures  indicating the state and year in
which Wakefern was  incorporated  or such other words or figures as the Board of
Directors approve and adopt.


                                      -35-
<PAGE>

                                   ARTICLE XV

                                   FISCAL YEAR

      The  fiscal  year of  Wakefern  shall  be as  determined  by the  Board of
Directors from time to time.

                                   ARTICLE XVI

                                WAIVER OF NOTICE

      Whenever any notice whatsoever is required to be given by these By-Laws or
the  Certificate of  Incorporation  or the laws of the State of New Jersey,  the
person entitled thereto may, in person or by attorney thereupon  authorized,  in
writing or by telegraph,  telex or cable,  waive such notice  whether  before or
after the  meeting or other  matter in  respect  of which  such  notice is to be
given,  and in such event such  notice need not be given to such person and such
waiver shall be deemed equivalent to such notice. Neither the purpose of nor the
business to be  transacted  at such  meeting  need be  specified  in any written
waiver of notice. Attendance of a person at a meeting shall constitute waiver of
notice of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.

                                  ARTICLE XVII

          INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

      Wakefern  may  indemnify,  in  accordance  with  and  to the  full  extent
permitted  by the law of the State of New Jersey as in effect at the time of the
adoption of this Article or as such laws may be amended  from time to time,  any
"corporate  agent" (as such term is defined in N.J.S.  14A:3-5(1))  of Wakefern,
and shall so indemnify such director, officer and member of the Site Development
Committee,  who is made or  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 such a
corporate  agent  of  Wakefern  or any  constituent  corporation  absorbed  in a
consolidation or merger,  or serves or served as such with another  corporation,
partnership,  joint  venture,  trust,  or other  enterprise  at the  request  of
Wakefern or any such  constituent  corporation.  Wakefern  shall have the right,
pursuant to action of the Board of Directors, to purchase and maintain insurance
on behalf of any corporate  agent of Wakefern  against any expenses  incurred in
any proceeding and any


                                      -36-
<PAGE>

liabilities  asserted  against  him by  reason  of his  being or  having  been a
corporate agent, irrespective of whether or not Wakefern would have the power to
indemnify him against such expenses and liabilities under the provisions of this
Article or under the provisions of N.J.S. 14A:3-5.

                                  ARTICLE XVIII

                         EQUAL TREATMENT OF STOCKHOLDERS

      In accordance with the cooperative  plan under which Wakefern is operated,
Wakefern  shall  offer   merchandise   for  sale  to  all   stockholders   on  a
non-discriminatory  basis;  provided,  however,  that a  stockholder  who within
thirty (30) days fails to execute any  Stockholders'  Agreement  that is entered
into by Wakefern and  stockholders  whose  aggregate  purchases of products from
Wakefern accounted for fifty-one percent (51%) or more of Wakefern's total sales
of product to its members in the fiscal year  immediately  preceding the date on
which such  Stockholders'  Agreement was entered into by such stockholders shall
be assessed a weekly surcharge on all products and services provided by Wakefern
(the total store  statement)  of three  percent  (3%);  provided,  however,  the
Wakefern Board of Directors may in its sole discretion  modify or waive in whole
or part such surcharge.

                                   ARTICLE XIX

                         COOPERATIVE PATRONAGE DIVIDENDS

      Section 1. Wakefern shall operate upon the cooperative plan.

      Section 2. All  stockholders or wholly-owned  subsidiaries of Wakefern who
purchase  merchandise  from Wakefern  shall be "patrons"  thereof,  as that term
currently is defined in Treasury Regulations Section 1.1388-1(e) of the Internal
Revenue Code of 1986, as amended (the "Code").

      Section 3. Within a reasonable  period of time following the close of each
fiscal year, the Board of Directors shall determine,  or cause to be determined,
the Net  Earnings  (as  defined in Section 7) of Wakefern  for the fiscal  year.
Thereafter,  within  the  Payment  Period  (as  defined in Section 7) and in the
manner  provided  in Section 4, the Board of  Directors  shall  distribute  as a
"patronage  dividend"  to each patron a share of the Net  Earnings  equal to the
patron's  Purchaser  Percentage  (as  defined  in  Section 7) in respect of such
fiscal year so that all of said Net Earnings


                                      -37-
<PAGE>

(otherwise termed "patronage") are distributed. In the event that there is a Net
Loss (as  defined  in  Section  7) in  respect  of a fiscal  year,  the Board of
Directors shall charge as an assessment during the Payment Period to each patron
a percentage  of such Net Loss equal to such  patron's  Purchaser  Percentage so
that all of Net Loss is assessed.

      Section 4. Unless a patron  ceases  being a  stockholder  or  wholly-owned
subsidiary of Wakefern  and/or the Board of Directors  directs another method of
payment,  patronage  dividends for each fiscal year of Wakefern shall be paid by
allowing a credit  against the cost of each patron's  purchases  made within the
Payment  Period for such  fiscal  year.  For all  purposes  (including,  without
limitation,  federal,  state and local income tax  purposes),  both Wakefern and
each  patron  shall treat the offset as if the patron  paid  Wakefern  the total
amount due on his future  purchases,  and Wakefern then  distributed  the amount
equal to the patronage dividend to the patron.

      In the event that a patron shall cease being a stockholder or wholly-owned
subsidiary of Wakefern, said patron shall be entitled to patronage dividends for
both the prior fiscal year and the fiscal year in which the patron  ceases to be
a stockholder  or  wholly-owned  subsidiary of Wakefern,  as the case may be. In
each case, the amount of such former patron's patronage dividends shall be based
upon such patron's  Purchases  Percentage  for the relevant  fiscal year. In the
event a former  patron is entitled to patronage  dividends for the year prior to
the  fiscal  year in which  the  former  patron  ceases to be a  stockholder  or
wholly-owned subsidiary of Wakefern, as the case may be, but shall not have made
sufficient  purchases  during the current  fiscal  year to have  received a full
offset,  as  provided in the first  paragraph  of this  Section 4, then,  to the
extent so  unpaid,  said  patronage  dividend  will be paid in cash  within  the
Payment Period.

      Notwithstanding  any other  provision  of this  Article  XIX,  if a former
stockholder  or  wholly-owned  subsidiary  of  Wakefern  is indebted to Wakefern
pursuant to Section 3 of this Article due to a Net Loss incurred by Wakefern for
such prior fiscal year, the former  stockholder or wholly-owned  subsidiary,  as
the case may be, shall pay such amount due in cash within three (3) months after
the amount of the Net Loss is determined.

      Section  5.  Wakefern  shall have the right to offset  against  any amount
required to be paid as a patronage  dividend to any patron any amounts  then due
and payable by the patron to Wakefern.

      Section 6. The Board of Directors  of Wakefern  shall  allocate  among the
patrons certain administrative, overhead,


                                      -38-
<PAGE>

operational and other costs,  using such methods of allocation,  and charging to
the patrons at such  times,  as are  approved  from time to time by the Board of
Directors. Until changed by the Board of Directors, (i) the amount of such costs
to be allocated to each patron in respect of each fiscal year of Wakefern  shall
be  determined  by taking the  product of such  patron's  Sales  Percentage  (as
defined in  Section 7) for such  fiscal  year and the  Administrative  Costs (as
defined in Section 7) of Wakefern  of such  fiscal  year and (ii) each  patron's
allocation,  as so  determined,  shall be billed to such patron in equal  weekly
installments   throughout  the  fiscal  year.  Adjustments  to  the  methods  of
determining  the amount to be  allocated  to any patron or patrons  because of a
special circumstance  relating to such patron or patrons (e.g., such patrons are
operating a replacement or new store or have been impacted by  competition)  may
be established from time to time by the Board of Directors.

      Section 7. For purposes of this Article  XIX,  the  following  terms shall
have the meanings assigned to them below:

      "Administrative Costs" means, with respect to any fiscal year of Wakefern,
all administrative,  overhead, operational and other costs and expenses included
in the Annual  Profit Plan of Wakefern  approved  by the Board of  Directors  no
later than thirty (30) days after the beginning of such fiscal year.

      "Net  Earnings"  means,  with respect to any fiscal year of Wakefern,  the
consolidated  net earnings of Wakefern for such fiscal year after taking account
of all deductions and expenses (other than the deduction for patronage dividends
attributable to such fiscal year), including an expense reserve of not less than
$50,000 and not more than of $75,000  and  charges for local,  state and federal
taxes, if any, with respect to such fiscal year (determined after taking account
of patronage  dividends  attributable  to (including  amounts to be  distributed
after the close of) such fiscal year).

      "Net  Loss"  means,  with  respect  to any fiscal  year of  Wakefern,  the
consolidated  net loss of Wakefern for such fiscal year after taking  account of
all  deductions and expenses  (other than the deduction for patronage  dividends
attributable  to such  fiscal  year),  including  charges  for local,  state and
federal taxes, if any, with respect to such fiscal year (determined after taking
account  of  patronage  dividends  attributable  to  (including  amounts  to  be
distributed after the close of) such fiscal year).

      "Payment Period" means,  with respect to any fiscal year of Wakefern,  the
eight and one-half (8-1/2) month period following the close of such fiscal year.


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<PAGE>

      "Purchaser  Percentage" means, with respect to each patron, the percentage
determined by dividing the aggregate dollar volume of business  (computed on the
basis that,  except  pursuant to a resolution of the Board of Directors  adopted
prior to the  beginning  of the  applicable  fiscal year,  all  purchases of all
merchandise  ordered  from  or  through  Wakefern  are  from  a  single  product
department)  done by such  patron  with  Wakefern  during any fiscal year by the
aggregate dollar volume of business (computed on the basis that, except pursuant
to a resolution of the Board of Directors  adopted prior to the beginning of the
applicable fiscal year, all purchases of all merchandise ordered from or through
Wakefern are from a single product department) done by all patrons with Wakefern
during such fiscal year.

      "Sales"  means,  with  respect to each  patron,  for any 52/53 week period
ending the last  Saturday in June in the year in which the relevant  fiscal year
of Wakefern  begins,  the aggregate  revenue derived during such period from the
merchandise  sales of each of such  patron's  supermarkets  and,  to the  extent
determined by the Board of Directors,  retail/wholesale  outlets,  but excluding
such items as are established by the Board of Directors from time to time.

      "Sales  Percentage"  means,  with respect to each patron,  for purposes of
calculating  an  assessment  for any fiscal  year of  Wakefern,  the  percentage
determined by dividing the Sales by that patron by the Total Sales,  as the same
may be adjusted by the Board of Directors from time to time.

      "Total  Sales" means,  with respect to any 52-week  period ending the last
Saturday  in June in the year in which  the  relevant  fiscal  year of  Wakefern
begins, the aggregate Sales of all patrons during such period.

      Section 8. All  determinations and actions of the Board of Directors under
this Article shall be in its sole  discretion and shall be set forth in a timely
resolution to be included in the Minutes of the Board of Directors.

      Section 9. Any amendment of the foregoing provisions of this Article shall
require the affirmative  vote of not less than fifteen (15) members of the Board
of Directors.


                                      -40-
<PAGE>

                                   ARTICLE XX

                                   AMENDMENTS

      These By-Laws, or any of them, may be altered, amended or repealed, or new
By-Laws may be made,  upon the majority vote,  given at a meeting or the written
consent  without a meeting,  of the holders of record of shares of each class of
capital  stock of Wakefern  entitled to vote  thereon,  voting  separately  as a
class, or by the affirmative  vote of not less than fourteen (14) members of the
Board  of  Directors,  or  by  such  greater  number  of  directors  as  may  be
specifically  provided in the By-Laws  provision  to be amended.  By-Laws  made,
altered  or amended by the Board of  Directors  shall be subject to  alteration,
amendment or repeal by the requisite class vote of the  stockholders of Wakefern
as aforesaid.

corporate\bylaws


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