village10k072807ex10-1.htm


    
      

      

    

    
 

    


    


    


    
      
        

      

       

      

    

    


    


    WAKEFERN
      FOOD CORP.

    


    


    


    


    BY
      - LAWS

    


    


    


    


    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

    


    


    


    
      

      - 

      

      -


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    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

            	
              6

            
	
              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

            	
              8

            
	 	 
	
              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

            	
              11

            
	
              Section
                10 - Business and Order of Business 

            	
              11

            


    

    


     

    
      
        
          
          

        

        
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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

            	
              22

            
	
               

            	 
	
              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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      BY
        - LAWS



    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.

    


    


    
      
        
          
          

        

        
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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.

    


    


    
      
        
          
          

        

        
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    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.

    


    


    


    
      
        
          
          

        

        
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    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, within 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.

    


    


    
      
        
          
          

        

        
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    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.

    


    


    


    
      
        
          
          

        

        
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    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 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.

    


    


    
      
        
          
          

        

        
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    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.

    


    


    
      
        
          
          

        

        
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    Section
      13.  Stockholder
      Action Without A Meeting.  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.

    


    ARTICLEV

    


    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 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.

    


    


    
      
        
          
          

        

        
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    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", "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.

    


    


    
      
        
          
          

        

        
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    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.

    


    


    


    
      
        
          
          

        

        
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    Section
      9.  Organization.  At such meeting of the Board 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.

    


    


    
      
        
          
          

        

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

    


    


    
      
        
          
          

        

        
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    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 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.

    


    


    
      
        
          
          

        

        
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    (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;
providedfurther, however, that such petition, while
      pending, shall be superseded by a grant or 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.

    


    


    
      
        
          
          

        

        
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    (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.

    


    


    


    


    
      
        
          
          

        

        
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    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
      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.

    


    


    
      
        
          
          

        

        
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    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 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.

    


    


    
      
        
          
          

        

        
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    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.

    


    


    


    


    
      
        
          
          

        

        
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    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.

    


    


    


    
      
        
          
          

        

        
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    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
      Directors or the Chairman of the Board.

    


    


    
      
        
          
          

        

        
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    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.

    


    


    


    
      
        
          
          

        

        
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                        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 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:

    


    


    
      
        
          
          

        

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

    


    


    
      
        
          
          

        

        
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    (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 shall not have notified such stockholder that
      the
      Board of

    


    


    
      
        
          
          

        

        
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    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
ipsofacto 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

    


    


    
      
        
          
          

        

        
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    (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 trans­feree
      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.

    


    


    


    
      
        
          
          

        

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

    


    


    
      
        
          
          

        

        
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    (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.

    


    


    
      
        
          
          

        

        
          -28-

          
            

          

        

        
          
          

        

      

    

    


    (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:

    


    


    


    (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 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.

    


    


    
      
        
          
          

        

        
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    (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.

    


    


    


    
      
        
          
          

        

        
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    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.

    


    


    
      
        
          
          

        

        
          -31-

          
            

          

        

        
          
          

        

      

    

    


    (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, 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

    


    


    


    
      
        
          
          

        

        
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    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 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.

    


    


    
      
        
          
          

        

        
          -33-

          
            

          

        

        
          
          

        

      

    

    


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

    


    


    
      
        
          
          

        

        
          -34-

          
            

          

        

        
          
          

        

      

    

    


    "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 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

    


    


    
      
        
          
          

        

        
          -35-

          
            

          

        

        
          
          

        

      

    

    


    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.

    


    


    


    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 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.

    


    


    


    
      
        
          
          

        

        
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    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 (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.

    


    


    
      
        
          
          

        

        
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    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.

    


    


    


    


    
      
        
          
          

        

        
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    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, 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).

    


    


    
      
        
          
          

        

        
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    "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.

     

    "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.

    


    


    
      
        
          
          

        

        
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    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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