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                      AMENDMENT TO PEERLESS GROUP, INC.
                        EMPLOYEE STOCK PURCHASE PLAN


     WHEREAS, Peerless Group, Inc. (the "Company") previously established the
Peerless Group, Inc. Employee Stock Purchase Plan (the "Plan"); and

     WHEREAS, all capitalized terms used but not defined herein shall have
the respective meanings assigned to them in the Plan;

     WHEREAS, Section 20 of the Plan authorizes the Company's Board of
Directors to make certain amendments to the Plan; and

     WHEREAS, the Board of Directors has approved an amendment to the Plan to
(i) reduce the length of each Offering Period from one year to six months and
(ii) to change the dates with respect to which the Initial Offering Price and
Alternate Offering Price are determined; and

     NOW, THEREFORE, effective December 17, 1997, the Plan is hereby amended
as follows:

                                      I.

     Section 3 of the Plan is amended to read in its entirety as follows:

          "3.  OFFERINGS.  The Company may make periodic offerings to eligible
     employees to purchase Common Stock under the Plan, which offerings shall
     not be made more often than twice every calendar year ("Offerings").
     The initial Offering will run from a period beginning on the date of the
     Company's initial public offering of stock ("IPO") and ending on June 30,
     1997, and future Offerings will run from each July 1 to December 31 and
     January 1 to June 30 (an "Offering Period").  With respect to each
     Offering, the Committee, at its discretion, shall specify the maximum
     number of shares of Common Stock that may be purchased under the
     Offering.  Unless otherwise specified by the Committee, the number of
     shares of Common Stock that may be purchased under each successive
     Offering shall be the balance of the 250,000 shares authorized but not
     purchased under the terms of this Plan."

                                      II.

     Section 11(a) of the Plan is amended to read in its entirety as follows:

               "(a)  85% of the average of the daily prices per share of the
          Common Stock during the ten (10) day trading period ending on the
          Offering Date for such Offering determined as set forth below in
          this paragraph (a) (the "Initial Offering Price").  If closing sale
          prices are reported, the daily prices used shall be the average
          closing sale prices per share on any stock exchange or inter-dealer
          quotation system on which the Common Stock is listed or traded.  If
          closing sale prices are not reported, the daily prices used shall
          be the mean between the closing or average (as the case may be) bid
          and asked


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          prices per share of Common Stock on the over-the-counter market; or"

                                       III.

     Section 11(b) of the Plan is amended to read in its entirety as follows:

               "(b)  85% of the average of the daily prices per share of the
          Common Stock during the ten (10) day trading period ending on the
          last day of the Offering Period for such Offering determined as set
          forth below in this paragraph (b) (the "Alternate Offering Price").
          If closing sale prices are reported, the daily prices used shall be
          the average closing sale prices per share on any stock exchange or
          inter-dealer quotation system on which the Common Stock is listed
          or traded.  If closing sale prices are not reported, the daily
          prices used shall be the mean between the closing or average (as
          the case may be) bid and asked prices per share of Common Stock on
          the over-the-counter market."


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      IN WITNESS WHEREOF, the Company has executed this Amendment this 17th
day of December, 1997.


                                       PEERLESS GROUP, INC.


                                       By:
                                       Name:
                                       Title:

Attest:


Ann L. Puddister, Secretary