Exhibit 10.42


SPECIALTY FOODS CORPORATION

H&M FOOD SYSTEMS COMPANY, INC.
METZ BAKING COMPANY
STELLA FOODS, INC.

AMENDED AND RESTATED
HEADQUARTERS
LONG TERM INCENTIVE COMPENSATION PLAN


Adopted at the February 17, 1994 Board of Directors' Meeting.
Amended and Restated as of February 22, 1995.
Further Amended and Restated as of July 11, 1997.



     Section 1.     Purpose.  The purpose of this Plan is to
promote the interests of H&M Food Systems Company, Inc., Metz
Baking Company and Stella Foods, Inc., which are wholly owned
subsidiaries of Specialty Foods Corporation ("SFC"), by (a)
attracting, motivating and retaining executive personnel of
outstanding ability to the SFC Headquarters organization involved
in the management of such subsidiaries; (b) focusing the
attention of executive management of the SFC Headquarters
organization on achievement of the sustained long term results of
the subsidiaries; (c) fostering the attention of SFC Headquarters
management on overall corporate performance and thereby promoting
cooperation and teamwork among management of the operating units;
and (d) providing SFC Headquarters executives with a direct
economic interest in the attainment of demanding long term
business objectives of the subsidiaries.

     Section 2.     Definitions.  As used in this Plan, the
following capitalized terms shall have the following meanings:

          (a)  "SFC Board of Directors" shall mean the board of
directors of SFC, as in effect from time to time.

          (b)  "Change of Control" shall mean, (i) with respect
to SFAC or SFC, a transaction pursuant to which a person or group
(as such term is used in Section 13(d)(3) of the Securities
Exchange Act of 1934), other than Acadia Partners, L.P.,
Keystone, Inc., HWP Specialty Partners, L.P. and their respective
"affiliates" (as such term is defined in Appendix 1 hereto) (such
person or group being a "Non-Affiliate"), acquires the collective
ability to designate directly or indirectly a majority of the
members of the board of directors of SFAC or SFC (whether by
contract or otherwise), and (ii) with respect to any of the
Subsidiaries, a transaction (including a sale, merger or other
similar transaction, but excluding any transaction among only
SFAC, SFC and/or their subsidiaries), (a) pursuant to which all
or substantially all the assets of such Subsidiary are sold to
Non-Affiliates, (b) pursuant to which Non-Affiliates acquire the
collective ability to designate directly or indirectly a majority
of the Board of Directors of such Subsidiary (whether by contract
or otherwise), or (c) which the Committee determines, in its
discretion, to constitute a Change of Control.

          (c)  "Committee" shall mean the committee appointed by
the SFC Board of Directors to administer the Plan.

          (d)  "Companies" shall mean any of SFAC, SFC, H&M, Metz
or Stella.

          (e)  "EBITDAF" shall mean, with respect to each
Subsidiary, the amount determined on a consolidated basis for
such Subsidiary (as reflected in the audited consolidated
financial statement of such Subsidiary for the Measuring Fiscal
Year) equal to (i) income from operations, plus (ii) depreciation
of its property, plant and equipment and amortization of
intangible assets, plus (iii) such Subsidiary's Operating
Financing Charges.

          (f)  "Effective Date" shall mean January 1, 1994.

          (g)  "Employee" shall mean an employee of any
Subsidiary, SFAC or SFC.

          (h)  "First Vesting Date" shall have the meaning
assigned in Section 9.

          (i)  "Fiscal Year" shall mean, with respect to any
Subsidiary, the calendar year ending December 31, whether or not
such period is the fiscal year of such Subsidiary.

          (j)  "H&M" shall mean H&M Food Systems Company, Inc., a
Delaware corporation.

          (k)  "H&M Award Pool" shall mean the award pool
established pursuant to Section 4(c).

          (l)  "H&M Performance Unit" shall mean each H&M
Performance Unit granted by the Committee to a Participant
pursuant to Section 7(a).

          (m)  "H&M Minimum EBITDAF Target" or "H&M MET" shall
mean with respect to a Measuring Fiscal Year of H&M, the H&M
Minimum EBITDAF Target specified for such Measuring Fiscal Year
in Section 4(b).

          (n)  "Maturity Date" shall mean December 31, 1998, or,
if earlier with respect to any Subsidiary, the date on which a
Change of Control of such Subsidiary occurs.

          (o)  "Measuring Fiscal Year" shall mean, with respect
to each Subsidiary, (i) if no Change of Control of such
Subsidiary occurs prior to December 31, 1998, Fiscal Year 1998,
or (ii) if a Change of Control of such Subsidiary occurs prior to
December 31, 1998, the most recent Fiscal Year preceding the
Fiscal Year in which the Change of Control for such Subsidiary
occurs.

          (p)  "Metz" shall mean Metz Baking Company, an Iowa
corporation.

          (q)  "Metz Award Pool" shall mean the award pool
established pursuant to Section 5(c).

          (r)  "Metz Performance Unit" shall mean each Metz
Performance Unit granted by the Committee to a Participant
pursuant to Section 7(a).

          (s)  "Metz Minimum EBITDAF Target" or "Metz MET" shall
mean, with respect to a Measuring Fiscal Year of Metz, the Metz
Minimum EBITDAF Target specified for such Measuring Fiscal Year
in Section 5(b).

          (t)  "Operating Financing Charges" shall mean, with
respect to any Subsidiary, the total expenses incurred by such
Subsidiary for the Measuring Fiscal Year which arise from off-
balance sheet financing techniques originated in 1995 and 1996
related to inventory financing transactions, sale-leaseback
transactions and the fleet leasing program utilized by the
Companies.  The amount of the Operating Financing Charges shall
be reasonably determined by the Committee.  The Companies
currently project that the amount of Operating Financing Charges
incurred by H&M, Metz and Stella will be $0, $5.8 million and
$5.8 million, respectively, in 1997 and will be $0, $7.3 million
and $7.4 million, respectively, in 1998.

          (u)  "Participant" shall mean an Employee designated by
the Committee to participate in the Plan pursuant to Section 3.

          (v)  "Participant's Total Award" shall be an amount
equal to the sum of such Participant's Total H&M Award, such
Participant's Total Metz Award and such Participant's Total
Stella Award.

          (w)  "Participant's Total H&M Award" has the meaning
assigned in Section 8(a).

          (x)  "Participant's Total Metz Award" has the meaning
assigned in Section 8(b).

          (y)  "Participant's Total Stella Award" has the meaning
assigned in Section 8(c).

          (z)  "Performance Cycle" shall mean, with respect to
each Subsidiary, the period commencing on the Effective Date and
ending on the Maturity Date of such Subsidiary.

          (aa) "Performance Units" shall mean collectively the
H&M Performance Units, Metz Performance Units and Stella
Performance Units.

          (bb) "Prior Plan" shall mean the SFAC Group Long Term
Incentive Compensation Plan adopted by the SFAC Board of
Directors on February 17, 1994, as the same was amended and
restated as of February 22, 1995.

          (cc) "Plan" shall mean this Long Term Incentive
Compensation Plan, as amended from time to time.

          (dd) "Second Vesting Date" shall have the meaning
assigned in Section 9.

          (ee) "SFAC" shall mean Specialty Foods Acquisition
Corporation, a Delaware corporation.

          (ff) "SFC" means Specialty Foods Corporation, a
Delaware corporation.

          (gg) "Subsidiaries" shall mean H&M, Metz and Stella and
"Subsidiary" shall mean H&M, Metz or Stella, as the context
dictates.

          (hh) "Stella" means Stella Foods, Inc., a Delaware
corporation.

          (ii) "Stella Award Pool" shall mean the award pool
established pursuant to Section 6(c).

          (jj) "Stella Performance Unit" shall mean each Stella
Performance Unit granted by the Committee to a Participant
pursuant to Section 7(a).

          (kk) "Stella Minimum EBITDAF Target" or "Stella MET"
shall mean, with respect to a Measuring Fiscal Year of Stella,
the Stella Minimum EBITDAF Target specified for such Measuring
Fiscal Year in Section 6(b).

          (ll) "Vesting Dates" has the meaning assigned in
Section 9.

     Section 3.     Eligibility.  Participants in the Plan shall
be designated by the Committee and shall consist of those
Employees (whether or not employed on the Effective Date) who, in
the sole discretion of the Committee, have the potential to make
a significant impact on the financial results of the
Subsidiaries.  The Committee's designation of a Participant and
the grant of Performance Units to the Participant shall be
evidenced by an instrument or instruments signed by or on behalf
of the Committee and delivered to each designated Participant.

     Section 4.     H&M Incentive Awards.

          (a)  General.  The amount, if any, of payments to be
made under this Plan with respect to H&M Units shall be
conditioned upon meeting or exceeding the H&M Minimum EBITDAF
Target in the Measuring Fiscal Year and shall increase
incrementally as the EBITDAF of H&M for the Measuring Fiscal Year
exceeds such H&M Minimum EBITDAF Target (up to 115% of H&M
Minimum EBITDAF Target, as defined below).

          (b)  H&M Minimum EBITDAF Targets.  The H&M Minimum
EBITDAF Targets are set forth below.


               Fiscal Year              H&M Minimum EBITDAF
               Ended December 31        Targets1
                                        (in Millions)

               1997                     $15.5
               1998                     $17.0

          (c)  Award Pool.

(i)  If the H&M Minimum EBITDAF Target is not met or exceeded for
the Measuring Fiscal Year, there shall be no H&M Award Pool.

(ii) The H&M Award Pool for the Measuring Fiscal Year shall be as
set forth below:

                    EBITDAF for Measuring  Amount of
                    Fiscal Year            Award Pool
                                           (in Millions)

                    100% of H&M MET        $.325
                    103.75% of H&M MET     .4875
                    107.5% of H&M MET      .65
                    111.25% of H&M MET     .975
                    115% or Greater of     1.3
                    H&M MET

               In the event that the EBITDAF of H&M for the
Measuring Fiscal Year is more than one of the above listed levels
and less than the next greatest of such levels, the amount of the
H&M Award Pool shall be prorated between the applicable amounts
listed above.  For example, if EBITDAF of H&M for a Measuring
Fiscal Year were 105.625% of H&M MET, the H&M Award Pool would be
$.56875 million.  Alternatively, if EBITDAF of H&M for a
Measuring Fiscal Year were 109.375% of MET, the H&M Award Pool
would be $.8125 million.  In cases in which proration produced
fractional numbers, such numbers were omitted from the table
above to avoid inaccuracies that could result from rounding off
such fractional numbers.

     Section 5.     Metz Incentive Awards.

          (a)  General.  The amount, if any, of payments to be
made under this Plan with respect to Metz Units shall be
conditioned upon meeting exceeding the Metz Minimum EBITDAF
Target in the Measuring Fiscal Year and shall increase
incrementally as the EBITDAF of Metz for the Measuring Fiscal
Year exceeds such Metz Minimum EBITDAF Target (up to 115% of Metz
Minimum EBITDAF Target, as defined below).

          (b)  Metz Minimum EBITDAF Targets.  The Metz Minimum
EBITDAF Targets are set forth below.

               Fiscal Year              Metz Minimum EBITDAF
               Ended December 31        Targets2
                                        (in Millions)

               1997                     $55.8
               1998                     $62.5

          (c)  Award Pool.

(i)  If the Metz Minimum EBITDAF Target is not met or exceeded
for the Measuring Fiscal Year, there shall be no Metz Award Pool.

(ii) The Metz Award Pool for the Measuring Fiscal Year shall be
as set forth below:

                    EBITDAF for Measuring  Amount of
                    Fiscal Year            Award Pool
                                           (in Millions)

                    100% of Metz MET       $1.1
                    103.75% of Metz MET    1.65
                    107.5% of Metz MET     2.2
                    111.25% of Metz MET    3.3
                    115% or Greater of     4.4
                    Metz MET

               In the event that the EBITDAF of Metz for the
Measuring Fiscal Year is more than one of the above listed levels
and less than the next greatest of such levels, the amount of the
Metz Award Pool shall be prorated between the applicable amounts
listed above.  For example, if EBITDAF of Metz for a Measuring
Fiscal Year were 105.625% of Metz MET, the Metz Award Pool would
be $1.925 million.  Alternatively, if EBITDAF for a Measuring
Fiscal Year were 109.375% of MET, the Metz Award Pool would be
$2.75 million.  In cases in which proration produced fractional
numbers, such numbers were omitted from the table above to avoid
inaccuracies that could result from rounding off such fractional
numbers.

     Section 6.     Stella Incentive Awards.

          (a)  General.  The amount, if any, of payments to be
made under this Plan with respect to Stella Units shall be
conditioned upon exceeding the Stella Minimum EBITDAF Target in
the Measuring Fiscal Year and shall increase incrementally as the
EBITDAF of Stella for the Measuring Fiscal Year exceeds such
Stella Minimum EBITDAF Target (up to 115% of Stella Minimum
EBITDAF Target, as defined below).

          (b)  Stella Minimum EBITDAF Targets.  The Stella
Minimum EBITDAF Targets are set forth below.

               Fiscal Year              Stella Minimum EBITDAF
               Ended December 31        Targets3
                                        (in Millions)

               1997                     $58.0
               1998                     $62.0

          (c)  Award Pool.

(i)  If the Stella Minimum EBITDAF Target is not met or exceeded
for the Measuring Fiscal Year, there shall be no Stella Award
Pool.

(ii) The Stella Award Pool for the Measuring Fiscal Year shall be
as set forth below:

                    EBITDAF for Measuring  Amount of
                    Fiscal Year            Award Pool
                                           (in Millions)

                    100% of Stella MET     $1.075
                    103.75% of Stella MET  1.7875
                    107.5% of Stella MET   2.15
                    111.25% of Stella MET  3.225
                    115% or Greater of     4.3
                    Stella MET

               In the event that the EBITDAF of Stella for the
Measuring Fiscal Year is more than one of the above listed levels
and less than the next greatest of such levels, the amount of the
Stella Award Pool shall be prorated between the applicable
amounts listed above.  For example, if EBITDAF of Stella for a
Measuring Fiscal Year were 105.625% of Stella MET, the Stella
Award Pool would be $1.96875 million.  Alternatively, if EBITDAF
for a Measuring Fiscal Year were 109.375% of MET, the Stella
Award Pool would be $2.6875 million.  In cases in which proration
produced fractional numbers, such numbers were omitted from the
table above to avoid inaccuracies that could result from rounding
off such fractional numbers.

     Section 7.     Performance Units.

          (a)  Subject to the terms of the Plan, the Committee
may grant up to 3,000 Performance Units to Participants prior to
the conclusion of the Performance Cycles.  All such Performance
Units shall be designated as "H&M Performance Units," "Metz
Performance Units" or "Stella Performance Units."  Of the 3,000
Performance Units which may be granted, up to 1,000 Performance
Units may be designated as "H&M Performance Units;" up to 1,000
Performance Units may be designated as "Metz Performance Units;"
and up to 1,000 Performance Units may be designated as "Stella
Performance Units."  Performance Units of a Subsidiary previously
granted to Participants which have been forfeited due to
termination of employment, other than by reason of death or
disability, before the Maturity Date of such Subsidiary, may be
regranted to other Participants.  Regardless of the number of
Performance Units actually granted, (x) each H&M Performance Unit
represents the right to receive 0.1% of the H&M Award Pool, (y)
each Metz Performance Unit represents the right to receive 0.1%
of the Metz Award Pool, and (z) each Stella Performance Unit
represents the right to receive 0.1% of the Stella Award Pool.

          (b)  In the discretion of the Committee, Performance
Units may be granted to Participants during or following any
Fiscal Year in the respective Performance Cycle, whether or not
the H&M MET, Metz MET or Stella MET (as applicable) for such
Fiscal Year was attained.

          (c)  Except for the maximum aggregate number of 3,000
Performance Units available for grants under the Plan, there is
no minimum or maximum number of Performance Units that may be
granted to a Participant or that may or must be granted in any
Fiscal Year.

     Section 8.     Amount of Incentive Awards.

          (a)  If the H&M Minimum EBITDAF Target for H&M's
Measuring Fiscal Year is met or exceeded, each Participant who is
(or is deemed to be pursuant to Section 10 to be) in the employ
of one of the Companies on one or both of the Vesting Dates shall
be entitled to payments from H&M in an aggregate amount equal to
the product of (i) 0.1%, times (ii) the number of such
Participant's H&M Performance Units, times (iii) the H&M Award
Pool (such aggregate payment being referred to as the
"Participant's Total H&M Award").  All such payments shall vest
and be made in accordance with the provisions of Section 7.

          (b)  If the Metz Minimum EBITDAF Target for Metz's
Measuring Fiscal Year is met or exceeded, each Participant who is
(or is deemed pursuant to Section 10 to be) in the employ of one
of the Companies on one or both of the Vesting Dates shall be
entitled to payments from Metz in an aggregate amount equal to
the product of (i) 0.1%, times (ii) the number of such
Participant's Metz Performance Units, times (iii) the Metz Award
Pool (such aggregate payment being referred to as the
"Participant's Total Metz Award").  All such payments shall vest
in accordance with the provisions of Section 9.

          (c)  If the Stella Minimum EBITDAF Target for Stella's
Measuring Fiscal Year is met or exceeded, each Participant who is
(or is deemed pursuant to Section 10 to be) in the employ of one
of the Companies on one or both of the Vesting Dates shall be
entitled to payments from Metz in an aggregate amount equal to
the product of (i) 0.1%, times (ii) the number of such
Participants Metz Performance Units, times (iii) the Metz Award
Pool (such aggregate payment being referred to as the
"Participant's Total Metz Award").  All such payments shall vest
in accordance with the provisions of Section 9.

     Section 9.     Time and Form of Award Payments.

          (a)  A Participant shall be entitled to receive 40% of
such Participant's Total Award if he or she is (or is deemed
pursuant to Section 8) to be in the employ of the Companies on
January 15, 1999 (the "First Vesting Date").  Such Participant
shall be entitled to receive the remaining 60% of such
Participant's Total Award if he or she is (or is deemed pursuant
to Section 8 to be) in the employ of the Companies on January 15,
2000 (the "Second Vesting Date").  The First Vesting Date and the
Second Vesting Date are referred to herein as the "Vesting
Dates".

          (b)  Awards payable under the Plan shall be paid by the
respective Subsidiary to Participants in two annual installments.
The first such installment (equal to 40% of each Participant's
Total Award), which shall be paid by the Subsidiaries to those
Participants in (or deemed pursuant to Section 8 to be in) the
employ of the Companies on the First Vesting Date, shall be paid
on the earlier of (x) the date occurring not later than 30 days
after the date of the opinion of the Companies' independent
auditors certifying the financial results for the 1998 Fiscal
Year and (y) March 31, 1999.  The second installment (equal to
60% of each Participant's Total Award) shall be paid by the
Subsidiaries to those Participants in (or deemed pursuant to
Section 8 to be in) the employ of the Companies on the Second
Vesting Date on March 31, 2000.

          Notwithstanding the provisions of Sections 9(a) and (b)
to the contrary, in the event that a Change of Control of any
Subsidiary occurs after the end of the first fiscal year of the
Performance Cycle of such Subsidiary and prior to December 31,
1998, a Participant shall be entitled to receive 100% of the
Participant's Total Award for such Subsidiary if he or she is (or
is deemed pursuant to Section 8 to be) in the employ of the
Companies on the date immediately prior to the Change of Control
of such Subsidiary.  In the event of a Change of Control of a
Subsidiary, all awards payable under the Plan with respect to
such Subsidiary shall be paid by such Subsidiary in lump-sum
amounts within 90 days of the Change of Control.

     Section 10.    Termination of Employment.

          (a)  Death and Disability.  If, prior to the Second
Vesting Date, a Participant dies or becomes disabled (as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended), such Participant will be deemed (for purposes of the
Plan only) to be employed by the Companies on the respective
Maturity Dates of each of the Subsidiaries, as well as both the
First Vesting Date and the Second Vesting Date for such
Subsidiary.  Awards otherwise payable under the Plan by the
Subsidiaries to such Participant (or his beneficiary) shall be
paid in accordance with the terms of the Plan.

          (b)  Other Terminations.  A Participant whose
employment with the Companies terminates prior to the First
Vesting Date (for any reason other than death or disability)
shall forfeit all of his or her rights to receive an award
payment under the Plan.  A Participant whose employment with the
Companies terminates after the First Vesting Date but prior to
the Second Vesting Date (for any reason other than death or
disability) shall forfeit all of his or her rights to receive an
award payment pursuant to the second installment under the Plan.

     Section 11.    Administration.  The Plan shall be
administered by the Committee.  The Committee shall have full
power and authority to interpret and to construe the Plan, and
all such interpretations as well as all determinations made by
the Committee pursuant to the powers vested in it hereunder shall
be conclusive and binding on all persons having any interest in
the Plan.  No member of the Committee shall be liable for any
action or determination made in good faith with respect to the
Plan.  Notwithstanding anything to the contrary contained herein,
the Board of Directors may, in its sole discretion, at any time
and from time to time, resolve to administer the Plan.  In the
event of the foregoing, the term "Committee" as used herein shall
mean the Board of Directors.

     Section 12.    Adjustments.  In the event of (x) any
acquisition, divestiture or other corporate transaction of any
kind involving any Subsidiary, or (y) any extraordinary
transaction or event which materially affects the EBITDAF "run
rate" of any Subsidiary which the Committee, in its reasonable
discretion, determines to be of such a kind or nature as to make
appropriate an amendment or adjustment to the Plan or any
Performance Units granted thereunder in order to effectuate the
intent and purposes of the Plan, the Committee may, in its
discretion, make such amendment or adjustment.  Without limiting
the generality of the foregoing, the Committee, in its
discretion, may, in connection with any such corporate
transaction (a) cancel or not cancel Performance Units granted to
Employees who no longer qualify as Participants as a result of
such transaction, (b) grant new Performance Units to any such
person, (c) reduce or increase any of the Award Pools, (d) reduce
or increase any of the Minimum EBITDAF Targets, the Maximum
EBITDAF Targets, and/or (e) amend any other term or provision of
the Plan, all as it deems appropriate to effectuate the intent
and purposes of the Plan.

     Section 13.    Amendments and Termination.  The Board of
Directors may amend or terminate the Plan at any time.  No such
amendment or termination shall materially and adversely impair
the rights of any Participant hereunder without the written
consent of Participants who, as of the time of such amendment or
termination, have been granted at least 75% of all Performance
Units granted under the Plan which remain outstanding at such
time; provided, however, that nothing contained herein shall
limit or restrict the discretionary powers granted to the
Committee in Sections 1 through 11 hereof.

     Section 14.    Miscellaneous.

          (a)  No Right to Awards or Continued Employment.  No
Employee shall have any claim or right to be granted an award
under the Plan.  Neither this Plan nor any action taken hereunder
shall be construed as giving any Employee any right to be
retained in the employ of any of the Companies or any of their
subsidiaries thereof.

          (b)  Unfunded Plan.  This Plan shall be unfunded.
Neither the Companies, shall be required to establish any special
or separate fund or to make any other segregation of assets to
assure the payment of any award under the Plan.

          (c)  Taxes.  The Companies shall have the right to
deduct from all awards paid under the Plan any federal, state or
local taxes required by law to be withheld with respect to such
payments.

          (d)  Prior Plan.  This plan supersedes in its entirety
the Prior Plan, which is terminated and shall be of no further
force or effect.

          (e)  Nontransferability.  No award made hereunder may
be assigned, pledged or transferred, except, in the event of
death of a Participant, by will or the laws of descent and
distribution, and any attempt to assign, pledge or transfer such
rights shall be void.

          (f)  Relationship to Other Benefits.  No payment under
the Plan shall be taken into account in determining any benefits
to which a Participant may be entitled under any pension, profit
sharing, group insurance or other benefit plan of the Companies.

          (g)  Governing Law.  This Plan shall be governed by,
and construed in accordance with, the laws of the State of
Illinois applicable to agreements made and to be performed
entirely within such State (without regard to any conflict of law
provisions that might indicate the applicability of any other
laws).

     Section 15.    Effective Date.  Subject to the approval of
the Committee, this Plan shall become effective as of June 30,
1997.


APPENDIX 1
DEFINITION OF AFFILIATE


     In respect of Acadia Partners, L.P., Keystone, Inc. and HWP
Specialty Partners, L.P. (each a "Stockholder"), "affiliates"
shall mean:

(i)  In all cases, any person or entity controlling, controlled
by, or under common control with such Stockholder, including a
general partner of such Stockholders which is a partnership and
to the extent not otherwise described in this clause (i),
coinvestment entities established by any such Stockholder on or
prior to November 15, 1993 and controlled by such Stockholder,
any officer, employee, partner or director of such Stockholder or
of the general partner of such Stockholder (or of the general
partner of any general partner of any such Stockholder) or any
combination of the foregoing;

(ii) any trust, corporation, partnership or other entity,
controlled by persons described in clause (i);

(iii)     any stockholder or partner or partner of a Stockholder
which receives shares of the Company pursuant to a general
distribution by such Stockholders;

(iv) with respect to an individual Stockholder or an individual
affiliate thereof, the spouse or children of such stockholder or
affiliate or a trust established for the benefit of any of the
foregoing which trust is controlled by such stockholder or
affiliate or the estate of such Stockholder or affiliate; and

(v)  Robert B. Haas and Douglas D. Wheat.

_______________________________
1 Includes a service charge from Stella in the amount of $1.4
million per annum to reflect an estimate of the costs of services
provided by Stella to H&M.
2 Includes the add-back of Operating Financing Charges estimated
to be $5.8 million in 1997 and $7.3 million in 1998.  See
definitions of "EBITDAF" and "Operating Financing Charges".
3 Includes the add-back of Operating Financing Charges estimated
to be $5.8 million in 1997 and $7.4 million in 1998.  See
definitions of "EBITDAF" and "Operating Financing Charges".