IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF MISSOURI

FEDERAL TRADE COMMISSION, Plaintiff

v.

SCHNUCK MARKETS, INC. Defendant.

Civil Action No.

CONSENT JUDGMENT

Plaintiff, Federal Trade Commission, having commenced this civil action by filing its Complaint herein for alleged violations of an Order issued by the Federal Trade Commission on June 8, 1995, in FTC Docket No. C-3585, and Defendant, Schnuck Markets, Inc. ("Schnucks"), having agreed to the entry of this Consent Judgment in settlement of disputed claims without trial or adjudication of any issue of fact or of law herein and without this Consent Judgment constituting any evidence against or an admission by any party with respect to any such issue:

NOW, THEREFORE, prior to the taking of any testimony, civil discovery and without trial or adjudication of any issue of fact or of law herein, and upon the consent of the parties hereto, it is hereby

ORDERED, ADJUDGED, AND DECREED as follows:

I.

This Court has jurisdiction of the subject matter herein and of each of the parties consenting hereto. The Complaint states a claim upon which relief can be granted against Schnucks under Sections 5(l) and 16(a)(1) of the Federal Trade Commission Act, 15 U.S.C.   45(l) and 56(a)(1).

II.

Judgment is hereby entered in favor of the Plaintiff, Federal Trade Commission, and against the Defendant, Schnucks, and Schnucks shall comply with the provisions of this Consent Judgment.

III.

For purposes of this Consent Judgment, the following definitions shall apply:

A. "Assets To Be Divested" means all of Schnucks' rights, titles and interests in the properties located at (1) 6155 S. Grand Avenue, St. Louis, Missouri 63111 ("Grand & Iron location"); and (2) Ferguson Square Shopping Center, 49 N. Florissant Road, Ferguson, Missouri 63135 ("Ferguson location"), formerly operated as supermarkets, both of which are now closed (collectively, "the Locations"). "Assets To Be Divested" includes all assets, tangible and intangible, located at such properties as of June 1, 1997, including but not limited to equipment, fixtures, leases, and improvements to leases; provided however that "Assets To Be Divested" shall not include those assets consisting of or pertaining to "Schnucks" or "National" trade names, trade dress, trade marks, service marks, and such other intangible assets that Schnucks also utilizes in its business at locations other than those listed above.

B. "Supermarket" means a full-line retail grocery store that carries a wide variety of food and grocery items in particular product categories, including bread and dairy products; refrigerated and frozen food and beverage products; fresh and prepared meats and poultry; produce, including fresh fruits and vegetables; shelf-stable food and beverage products, including canned and other types of packaged products; staple foodstuffs, which may include salt, sugar, flour, sauces, spices, coffee, and tea; and other grocery products, including nonfood items such as soaps, detergents, paper goods, other household products, and health and beauty aids.

C. "Commission" means the Federal Trade Commission.

D. "Order" means the Decision and Order of the Federal Trade Commission in Docket No. C-3585, issued by the Commission on June 8, 1995, and which became final on June 13, 1995.

IV.

Schnucks shall pay to the United States, pursuant to Section 5(l) of the Federal Trade Commission Act, 15 U.S.C.  45(l), a civil penalty in the amount of three million United States dollars ($3,000,000), which shall be paid and delivered in the following manner:

A. Payment shall be made within thirty (30) days after entry of this Consent Judgment;

B. Payment shall be made by wire transfer of funds to the United States Treasury through the Treasury Financial Communications System;

C. In the event of a default in payment, interest at the rate of eighteen (18) percent per annum shall accrue thereon from the date of the default to the date of payment.

V.

A. Schnucks shall divest, absolutely and in good faith, the Assets To Be Divested within six months of the entry of this Consent Judgment or such further period as the Commission may determine. Provided, however, that Schnucks may accomplish divestiture of the leases of the Locations by means of subleases. Provided further, that Schnucks shall not be required to divest any of the Assets To Be Divested which the acquirer or acquirers of the Grand & Iron location and the Ferguson location does not want to acquire, if the Commission approves such acquirer or acquirers.

B. Schnucks shall divest the Assets To Be Divested only to an acquirer or acquirers that receive the prior approval of the Commission and only in a manner that receives the prior approval of the Commission. The purpose of the divestiture is to allow the Locations to be reopened as Supermarkets by the acquirer or acquirers and to remedy the violations of the Order as pleaded in the Commission's complaint in this matter. Schnucks shall submit an application or applications to the Commission for approval of the divestiture or divestitures complying with the requirements of the Commission's Rules of Practice concerning divestiture applications, including, but not limited to, Rule 2.41(f), 16 C.F.R.  2.41(f). If the Commission determines not to approve any application for divestiture, it shall state its reasons for such action. The Commission's decision to approve or not to approve any application shall be binding unless such decision is determined to be arbitrary or capricious within the meaning of Section 706(2)(A) of the Administrative Procedure Act, 5 U.S.C.  706(2)(A).

C. Pending divestiture of the Assets To Be Divested, Schnucks shall take such actions as are necessary to maintain and preserve the status quo of the Assets To Be Divested and to prevent the destruction, removal, wasting, deterioration, or impairment of any of the Assets To Be Divested except for ordinary wear and tear.

D. Within sixty (60) days after the entry of the Consent Judgment and every sixty (60) days thereafter until Schnucks has fully complied with the provisions of Paragraph V. hereof, Schnucks shall submit to the Commission verified written reports setting forth in detail the manner and form in which it intends to comply, is complying, and has complied with Paragraph V. hereof. Schnucks shall include in its compliance reports, among other things that are required from time to time, a full description of the efforts being made to comply with Paragraph V. hereof, including a description of all substantive contacts or negotiations for the divestiture and the identity of all parties contacted. Schnucks shall include in its compliance reports copies of all written communications to and from such parties, all internal memoranda, and all reports and recommendations concerning divestiture.

VI.

A. If Schnucks has not divested, as required by Paragraph V. hereof, the Assets To Be Divested within six months of the date of entry of this Consent Judgment, as may be extended by the Commission, the Commission may appoint a trustee to divest the Assets To Be Divested. Neither the appointment of a trustee nor a decision not to appoint a trustee under this Paragraph shall preclude the Commission from seeking fines or any other relief available to it, including a court-appointed trustee, for any failure by the Schnucks to comply with this Consent Judgment.

B. If a trustee is appointed by the Commission or a court pursuant to Paragraph VI. A. hereof, Schnucks shall consent to the following terms and conditions regarding the trustee's powers, duties, authority, and responsibilities:

1. The Commission shall select the trustee, subject to the consent of Schnucks, which consent shall not be unreasonably withheld. The trustee shall be a person with experience and expertise in acquisitions and divestitures. If Schnucks has not opposed, in writing, including the reasons for opposing, the selection of any proposed trustee within ten (10) business days after notice by the staff of the Commission to Schnucks of the identity of any proposed trustee, Schnucks shall be deemed to have consented to the selection of the proposed trustee.
 
2. Subject to the prior approval of the Commission, the trustee shall have the exclusive power and authority to divest the Assets To Be Divested, including, but not limited to, negotiating and binding Schnucks to modifications of, or reasonably necessary extensions to, any leases pertaining to or included within the Assets To Be Divested.
 
3. Within ten (10) days after appointment of the trustee, Schnucks shall execute a trust agreement that, subject to the prior approval of the Commission and, in the case of a court-appointed trustee, of the court, transfers to the trustee all rights and powers necessary to permit the trustee to effect the divestiture required by this Consent Judgment.
 
4. The trustee shall have twelve (12) months from the date the Commission approves the trust agreement described in Paragraph VI.B. 3. to accomplish the divestiture, which shall be subject to the prior approval of the Commission. If, however, at the end of the twelve-month period, the trustee has submitted a plan of divestiture or believes that divestiture can be achieved within a reasonable time, the divestiture period may be extended by the Commission, or, in the case of a court-appointed trustee, by the court; provided, however, the Commission may extend this period only two (2) times.
 
5. The trustee shall have full and complete access to the personnel, books, records and facilities related to the Assets To Be Divested or to any other relevant information, as the trustee may request. Schnucks shall develop such financial or other information as such trustee may request and shall cooperate with the trustee. Schnucks shall take no action to interfere with or impede the trustee's accomplishment of the divestitures. Any delays in divestiture caused by Schnucks shall extend the time for divestiture under this Paragraph in an amount equal to the delay, as determined by the Commission or, for a court-appointed trustee, by the court.
 
6. The trustee shall use his or her best efforts to negotiate the most favorable price and terms available in each contract that is submitted to the Commission, subject to Schnucks' absolute and unconditional obligation to divest at no minimum price. The divestiture shall be made in the manner and to the acquirer or acquirers as set out in Paragraph V. hereof; provided, however, if the trustee receives bona fide offers from more than one acquiring entity, and if the Commission determines to approve more than one such acquiring entity, the trustee shall divest to the acquiring entity or entities selected by Schnucks from among those approved by the Commission.
 
7. The trustee shall serve, without bond or other security, at the cost and expense of Schnucks, on such reasonable and customary terms and conditions as the Commission or a court may set. The trustee shall have the authority to employ, at the cost and expense of Schnucks, such consultants, accountants, attorneys, investment bankers, business brokers, appraisers, and other representatives and assistants as are reasonably necessary to carry out the trustee's duties and responsibilities. The trustee shall account for all monies derived from the divestiture and all expenses incurred. After approval by the Commission and, in the case of a court-appointed trustee, by the court, of the account of the trustee, including fees for his or her services, all remaining monies shall be paid at the direction of Schnucks, and the trustee's power shall be terminated. The trustee's compensation shall be based at least in significant part on a commission arrangement contingent on the trustee's divesting the Assets To Be Divested.
 
8. Schnucks shall indemnify the trustee and hold the trustee harmless against any losses, claims, damages, liabilities, or expenses arising out of, or in connection with, the performance of the trustee's duties, including all reasonable fees of counsel and other reasonable expenses incurred in connection with the preparation for, or defense of any claim, whether or not resulting in any liability, except to the extent that such liabilities, losses, damages, claims, or expenses result from misfeasance, gross negligence, willful or wanton acts, or bad faith by the trustee.
 
9. If the trustee ceases to act or fails to act diligently, a substitute trustee shall be appointed in the same manner as provided in Paragraph VI. A. hereof.
 
10. The Commission or, in the case of a court-appointed trustee, the court, may on its own initiative or at the request of the trustee issue such additional orders or directions as may be necessary or appropriate to accomplish the divestiture required by this Consent Judgment.
 
11. The trustee shall have no obligation or authority to operate or maintain the Assets To Be Divested.
 
12. The trustee shall report in writing to Schnucks and the Commission every sixty (60) days concerning the trustee's efforts to accomplish divestiture.

C. If the trustee appointed pursuant to Paragraph VI. hereof has not divested all of the Assets To Be Divested within the time provided, including any extensions; or the Commission notifies Schnucks in writing that it has determined not to appoint a trustee and not to seek a court appointed trustee; then Schnucks' obligation to divest any remaining Assets To Be Divested pursuant to this Consent Judgment shall terminate. The termination of Schnucks' obligation to divest pursuant to this Paragraph VI shall not preclude the Commission from seeking fines or any other relief available to it for any failure by Schnucks to comply with this Consent Judgment, including failure to divest within the time required in Paragraph V.

VII.

Each party shall bear its own costs of the within action.

VIII.

Entry of this Consent Judgment is in the public interest.

IX.

By their signatures attached hereto, the parties agree to the entry of this Consent Judgment.

FEDERAL TRADE COMMISSION SCHNUCK MARKETS, INC.,
a Missouri corporation
By: ________________________
Roberta S. Baruch
Kenneth A. Libby
Anne R. Schenof
Bureau of Competition
Federal Trade Commission
Washington, D.C. 20580
By: ________________________
Craig D. Schnuck
Chairman and Chief Executive

By: ________________________
Christopher J. MacAvoy
Collier, Shannon, Rill & Scott
Counsel for Schnuck Markets, Inc.

By: ________________________
Edward M. Goldenhersh
Greensfelder, Hemker & Gale, P.C.
Suite 2000 Equitable Building
10 South Broadway
St. Louis, MO 63102
(314) 241-9090

Counsel for Schnuck Markets, Inc.

Dated: _______________, 1997

______________________________
United States District Judge