COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As noted under the caption "Board Meetings and Committees", the Company's Executive Compensation Committee presently consists of directors Darioush Khaledi, Roger K. Hughes, Mark Kidd, Willard R. "Bill" MacAloney, Jay McCormack and James R. Stump, as well as ex-officio member and Chairman of the Board, Louis A. Amen.

As Chairman of the Board, Mr. Amen is an officer under the Bylaws of the Company, although he is not an employee and does not receive any compensation or expense reimbursement beyond that to which other directors are entitled. Mr. McCormack was employed by the Company as a senior sales representative from November 1975 to May 1986, but has not been employed by the Company since that time. The Company's President and Chief Executive Officer, Alfred A. Plamann, is a member of the Board of Directors of K.V. Mart Co., of which Committee member and director Darioush Khaledi is Chairman and Chief Executive Officer.

In the course of its business, the Company has made loans and loan guaranties, and has entered into lease guarantees and subleases, involving its patrons. As described below, the Company has entered into such transactions with certain patrons with which members of the Executive Compensation Committee are affiliated.

                           AGGREGATE LOAN BALANCES AT AUGUST 30, 1997 MATURITY
        DIRECTOR                     (DOLLARS IN THOUSANDS)             DATE
        --------           ------------------------------------------ ---------
Darioush Khaledi..........                   $2,107                   1998-1999
Mark Kidd.................                      768                   1997-2003
Willard R. "Bill"
 MacAloney................                      648                        2002
Jay McCormack.............                      495                   1998-2001
James R. Stump............                      303                   1999-2001

The Company has guaranteed 10% of the principal amount of two third party loans to K.V. Mart Co., of which director Darioush Khaledi is an affiliate. The loans mature in 2002. At December 1, 1997, the maximum principal amount of this guarantee was $607,000.

                                     NO. OF TOTAL CURRENT ANNUAL RENT MATURITY
        DIRECTOR                     STORES  (DOLLARS IN THOUSANDS)     DATE
        --------                     ------ ------------------------- ---------
Darioush Khaledi....................    3             $975            2004-2016
Willard R. "Bill" MacAloney.........    3              385            2002-2011
James R. Stump......................    3              143            1998-2002
Mark Kidd...........................    1              121                 2008

In the course of its business, the Company has also entered into supply agreements with members of the Company. These agreements require the member to purchase certain agreed amounts of its merchandise requirements from the Company and obligate the Company to supply such merchandise under agreed terms and conditions relating to such matters as pricing, delivery, discounts and allowances. The Company has entered into supply agreements with members with which certain directors on the Company's Executive Compensation Committee are affiliated. Members affiliated with directors Khaledi, Kidd, MacAloney and McCormack have entered into supply agreements with the Company. These supply agreements vary in terms and length, and expire at various dates through 2002, but are subject to earlier termination in certain events. Fiscal 1997 purchases totaled approximately $87,452,000, $8,436,000, $12,651,000 and $4,700,000, respectively.

Since transactions of the foregoing type are only entered into with patrons of the Company, it is not possible to assess whether transactions with patrons, including patrons with which directors are affiliated, are less favorable to the Company than similar transactions with unrelated third parties. However, management believes such transactions are on terms which are consistent with terms available to other patrons similarly situated.