LEE SARA CORP, S-3, 1995-10-03

LEE SARA CORP
S-3, 1995-10-03
SAUSAGES & OTHER PREPARED MEAT PRODUCTS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 3, 1995

REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
------------------------
SARA LEE CORPORATION
(Exact name of Registrant as specified in its charter)

<TABLE>
<S> <C>
MARYLAND 36-2089049
(State of incorporation) (I.R.S. Employer Identification Number)
</TABLE>

Three First National Plaza,
Suite 4600,
Chicago, Illinois 60602-4260
(312) 726-2600

(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)

JANET LANGFORD KELLY, ESQ.
Senior Vice President, Secretary and
General Counsel
Sara Lee Corporation
Three First National Plaza, Suite 4600,
Chicago, Illinois 60602-4260
(312) 726-2600

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

with a copy to:
BARRY W. SILVERSTEIN, ESQ.
99 Clinton Street, Suite 6
Brooklyn, New York 11201
(718) 260-8614

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined in
light of market conditions.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER UNIT(2) OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $1.33 1/3 par value
(including Preferred Stock
Purchase Rights)................ 440,382 $29.88 $13,158,614 $4,537
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
</TABLE>

(1) Maximum number of shares which may be offered.
(2) The price per share, estimated solely for purposes of calculating the
registration fee pursuant to Rule 457(c), is based on the average of the
high and low prices per share as reported on the New York Stock Exchange
Composite Transaction Tape on September 27, 1995.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE> 2

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any State.

SUBJECT TO COMPLETION, DATED OCTOBER 3, 1995

PROSPECTUS

SARA LEE CORPORATION
440,382 SHARES OF COMMON STOCK
(PAR VALUE $1.33 1/3 PER SHARE)
------------------------
This Prospectus relates to up to 440,382 shares (the "Shares") of common
stock, par value $1.33 1/3 per share (the "Common Stock"), of Sara Lee
Corporation, a Maryland corporation (the "Corporation"), which may be offered
for sale by a certain stockholder of the Corporation (the "Selling
Securityholder") from time to time. Subject to certain limitations, the
distribution of the Shares by the Selling Securityholder may be effected from
time to time by one or more broker-dealers, in one or more transactions (which
may involve crosses and block transactions) on the New York Stock Exchange or
other stock exchanges on which the Common Stock is listed pursuant to and in
accordance with the rules of such exchanges, in the over-the-counter market, in
negotiated transactions or otherwise, at prices acceptable to the Selling
Securityholder. See "Plan of Distribution."

None of the proceeds from the sale of the Shares will be received by the
Corporation. The Corporation will bear all expenses of the offering, currently
estimated to be approximately $17,037, except that the Selling Securityholder
will pay any applicable underwriters' commissions and expenses, brokerage fees
or transfer taxes, as well as the fees and disbursements of counsel to and
experts for the Selling Securityholder. The Corporation and the Selling
Securityholder have agreed to indemnify each other against certain liabilities,
including liabilities arising under the Securities Act of 1933, as amended (the
"Securities Act").

The Common Stock is listed on the New York Stock Exchange, Inc., the
Chicago Stock Exchange, Incorporated, The Pacific Stock Exchange, Incorporated,
The Stock Exchange (London), the Bourse (Paris), the Amsterdam Stock Exchange,
and the (Swiss) Stock Exchanges of Zurich, Basel, and Geneva.

Each share of Common Stock (including the Shares) includes one-fourth of a
Right to purchase one one-hundredth of a share of Series A Junior Participating
Preferred Stock of the Corporation or, under certain circumstances, Common Stock
or other securities, cash or other assets.

------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------

The Selling Securityholder, directly or through broker-dealers or agents
designated from time to time, may sell the Shares from time to time on terms to
be determined at the time of sale. To the extent required, the specific Shares
to be sold, the purchase price, the public offering price, the names of any such
broker-dealer or agent, and any applicable commission or discount with respect
to a particular offer will be set forth in an accompanying Prospectus
Supplement. The aggregate proceeds to the Selling Securityholder from the Shares
will be the purchase price of the Shares sold less the aggregate agents'
commissions and underwriters' discounts, if any, and other expenses of issuance
and distribution not borne by the Corporation. See "Plan of Distribution."

The Selling Securityholder and any broker-dealer or agent that participates
with the Selling Securityholder in the distribution of the Shares may be deemed
"underwriters" within the meaning of the Securities Act, and any commission
received by them and any profit on the resale of the Shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act. The Corporation has agreed to indemnify the Selling Securityholder and any
underwriter against certain liabilities, including liabilities under the
Securities Act. See "Plan of Distribution." To the extent required, an
accompanying Prospectus Supplement will set forth any other indemnification
arrangements.

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION OR THE SELLING SECURITYHOLDER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE CORPORATION
SINCE THE DATE HEREOF.
------------------------

The date of this Prospectus is , 1995.
<PAGE> 3

TABLE OF CONTENTS

Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

The Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

The Selling Securityholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

</TABLE>

AVAILABLE INFORMATION

The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Corporation may be inspected and
copied, at prescribed rates, at the public reference facilities maintained by
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.

Such documents can also be inspected at the offices of the following
stock exchanges on which the Corporation's Common Stock is listed: New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, Chicago Stock
Exchange, Incorporated, 440 South LaSalle Street, Chicago, Illinois 60605, and
The Pacific Stock Exchange, Incorporated, 301 Pine Street, San Francisco,
California 94104.

The Prospectus does not contain all information set forth in the
registration statement on Form S-3 to which this Prospectus relates (the
"Registration Statement") and the exhibits thereto which the Corporation has
filed with the Commission under the

<PAGE> 4

Securities Act and to which reference is hereby made. The Corporation will
provide without charge to each person, including a beneficial owner, to whom
this Prospectus is delivered, on the written or oral request of such person, a
copy of any or all of the information incorporated by reference in the
Registration Statement other than exhibits to such information (unless such
exhibits are specifically incorporated by reference therein). Such written
requests should be addressed to Sara Lee Corporation, Three First National
Plaza, Suite 4600, Chicago, Illinois 60602-4260, Attention: Janet Langford
Kelly, Esq., Senior Vice President, Secretary and General Counsel; telephone
number (312) 726-2600.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission in accordance with
the provisions of the Exchange Act are incorporated herein by reference:

(a) The Corporation's Annual Report on Form 10-K for the
fiscal year ended July 1, 1995;

(b) All other reports filed by the Corporation pursuant
to Sections 13(a) or 15(d) of the Exchange Act since July 1, 1995; and

(c) The Registration Statement No. 33-18488 filed with
the Commission on November 12, 1987, and Registration Statement No.
1-3344 on Form 8-A filed with the Commission on May 11, 1988 (as
amended by Form 8 thereto filed with the Commission on November 15,
1989), as to the description of the Common Stock of the Corporation.

All documents filed by the Corporation pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

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<PAGE> 5

THE CORPORATION

The Corporation is an international manufacturer and marketer of food
and consumer packaged goods. The Corporation's products and services include
frozen baked goods; processed meats; coffee and tea; beverage systems; food and
non-food products distributed to the foodservice industry; hosiery, underwear,
activewear, and other apparel and accessory items; and personal, household and
shoe care products. The principal executive offices of the Corporation are
located at Three First National Plaza, Chicago, Illinois 60602-4260, telephone
number (312) 726-2600.

USE OF PROCEEDS

The Corporation will not receive any of the proceeds from the offering
and sale of the Shares.

THE SELLING SECURITYHOLDER

The Selling Securityholder has expressed her desire to be able to sell
the Shares set forth below. From time to time, the Selling Securityholder will
determine the number of the Shares which she may sell. The determination to
sell will depend on a number of factors, including the price of the Common
Stock from time to time. See "Plan of Distribution." The following table sets
forth the information, as of July 13, 1995, concerning the Selling
Securityholder's ownership of Common Stock. The Selling Securityholder has
furnished the information as to her ownership of Common Stock prior to this
offering. The Selling Securityholder beneficially owns less than one percent
of the issued Common Stock.

<TABLE>
<CAPTION>
Shares Shares Which May Be Shares Which May Be
Stockholder Presently Owned Sold Owned After Sale(1)
- -------------------------- --------------- ------------------- -------------------
<S> <C> <C> <C>
Sheri C. Sandler 655,212 440,382 214,830
</TABLE>

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(1) The information in this column assumes that the Selling Securityholder
will sell all Shares being offered hereby.

The 655,212 shares of Common Stock presently owned by the Selling
Securityholder were acquired as of July 3, 1995 in connection with the
acquisition by the Corporation of all of the outstanding capital stock of L.M.
Sandler & Sons, Incorporated, which is engaged in the foodservice business.

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<PAGE> 6

PLAN OF DISTRIBUTION

Any sale of the Shares by the Selling Securityholder will be for her
own account. The Corporation will not receive any of the proceeds from the
offering of the Shares.

Subject to the limitations set forth below, the distribution of the
Shares by the Selling Securityholder may be effected from time to time directly
or by one or more broker-dealers or agents, in one or more transactions (which
may involve crosses and block transactions) on the New York Stock Exchange, the
Pacific Stock Exchange, the Chicago Stock Exchange or other exchanges on which
the Common Stock is listed, pursuant to and in accordance with the rules of
such exchanges, in the over-the-counter market, in negotiated transactions or
otherwise, at prices related to prevailing market prices or at negotiated
prices. In the event that one or more broker-dealers or agents agree to sell
the Shares, they may do so by purchasing the Shares as principals or by selling
the Shares as agents for the Selling Securityholder. The Selling
Securityholder and any such broker-dealers or agents that participate in the
distribution of the Shares may be deemed to be underwriters, and any profit on
the sale of the Shares by them and any discounts, commissions or concessions
received by them may be deemed to be underwriting discounts and commissions
under the Securities Act. To the extent required at the time a particular
offer of the Shares is made, a supplement to this Prospectus will be
distributed which will set forth the aggregate principal amount of Shares being
offered and the terms of the offering, including the name or names of any
broker-dealers or agents, the purchase price paid by any underwriter for the
Shares purchased from the Selling Securityholder, any discounts, commissions
and other items constituting compensation from the Selling Securityholder and
any discounts, commissions or concessions allowed or reallowed or paid to
brokerdealers, including the proposed selling price to the public.

The Selling Securityholder has agreed to only make sales of the Shares
offered hereby during (i) the ten business day period beginning on the second
business day following the date on which the Corporation files a Quarterly
Report on Form 10-Q or its Annual Report on Form 10-K, and (ii) any period
during which a registration statement covering sales by other securityholders
of the Corporation is effective and such other securityholders are making sales
thereunder or are entitled to make sales thereunder without obtaining the prior
consent of the Corporation.

Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of the Shares may not simultaneously engage in
marketmaking activities with respect to

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<PAGE> 7

the Common Stock for a period of two business days prior to the commencement of
such distribution. In addition and without limiting the foregoing, the Selling
Securityholder will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including without limitation Rules lOb-2,
lOb-6 and lOb-7.

In order to comply with certain states' securities laws, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In certain states, the Shares may
not be sold unless the Shares have been registered or qualified for sale in
such state or an exemption from registration or qualification is available and
is complied with.

The Corporation will bear all expenses of the offering, except that
the Selling Securityholder will pay any applicable underwriters' commissions
and expenses, brokerage fees or transfer taxes, as well as the fees and
disbursements of counsel to and experts for the Selling Securityholder.

The Corporation has agreed to indemnify the Selling Securityholder and
certain other persons against certain liabilities including liabilities arising
under the Securities Act.

The Corporation has agreed to use its reasonable best efforts to keep
the Registration Statement of which this Prospectus is a part continuously
effective and usable until July 3, 1997 or until the end of such shorter period
which will terminate when all the Shares covered by the Registration Statement
have been sold pursuant to the Registration Statement.

EXPERTS

The consolidated financial statements and schedules of the Corporation
incorporated by reference in this Prospectus to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen LLP,
independent public accountants, and have been incorporated by reference in this
Prospectus in reliance upon the authority of said firm as experts in auditing
and accounting in giving said reports.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon
for the Corporation by Janet Langford Kelly, Esq., Senior Vice President,
Secretary and General Counsel of the Corporation. As of August 31, 1995, Ms.
Kelly owned 3,157 shares of Common Stock and had the right to acquire 37,000
shares of Common Stock through the exercise of options pursuant to stock option
plans of the Corporation.

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<PAGE> 8

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated fees and expenses payable by the Corporation in
connection with the issuance and distribution of the Common Stock registered
hereunder are as follows:

<TABLE>
<S> <C>
Securities and Exchange Commission
registration fee . . . . . . . . . . . . . . . . . . . . . . . $ 4,537
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . 2,500
Accounting fees and expenses . . . . . . . . . . . . . . . . . . . 5,000
Printing fee . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . -
-------
Total fees and expenses . . . . . . . . . . . . . . . . . . . . . . $17,037
</TABLE>

The Corporation has agreed to bear all expenses (other than underwriting
discounts and selling commissions, brokerage fees and transfer taxes, and the
fees and expenses of counsel and other advisors to the Selling Securityholder)
in connection with the registration and sale of the shares being offered by the
Selling Securityholder.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 2-418 of the Maryland General Corporation Law provides for
indemnification of the Corporation's directors, officers, employees and agents
under specified circumstances, which may include indemnity against expenses,
including attorneys' fees and judgments, fines, and amounts paid in settlement
under the Securities Act. The Corporation has purchased and maintains
insurance as is permitted in said Section 2-418 on behalf of directors and
officers, which insurance may cover liabilities under the Securities Act.
Article V of the By-Laws of the Corporation provides for such indemnification
to the extent and under the circumstances permitted by said Section 2-418.

Article V of the By-Laws of the Corporation provides as follows:

Section 1. Right to Indemnification. Subject to the provisions
of Section 3 of this Article V, the Corporation (a) shall indemnify its
directors and officers, whether serving the Corporation or at its request any
other entity, to the full extent required or permitted by the General Laws of
the State of Maryland now or hereafter in force, including the advance of
expenses under the procedures and to the full extent permitted by law and (b)
may indemnify other employees and agents to such extent, if any, as

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<PAGE> 9

shall be authorized by the Board of Directors and be permitted by law.

Section 2. Time for Payment Enforcement. Any indemnification,
or payment of expenses in advance of the final disposition of any proceeding,
shall be made promptly, and in any event within sixty (60) days, upon the
written request of the director or officer entitled to seek indemnification
(the "Indemnified Party"). The right to indemnification and advances hereunder
shall be enforceable by the Indemnified Party in any court of competent
jurisdiction if (i) the Corporation denies such request, in whole or in part,
or (ii) no disposition thereof is made within 60 days. The Indemnified Party's
costs and expenses incurred in connection with successfully establishing his or
her right to indemnification, in whole or in part, in any such action shall
also be indemnified by the Corporation.

Section 3. Standard of Conduct. Anything in these By-Laws to
the contrary notwithstanding, except in circumstances where indemnification is
required under the General Laws of the State of Maryland now or hereafter in
force, no indemnification of a director or officer may be made hereunder unless
a determination had been made in accordance with the procedures set forth in
Section 2-418(e) of the Maryland General Corporation Law that the party seeking
indemnification has met the requisite standard of conduct. A party seeking
indemnification shall be deemed to have met the requisite standard of conduct
unless it is proved that.

(a) The act or omission of the director or officer was
material to the cause of action giving rise to the proceeding; and

(i) was committed in bad faith; or

(ii) was the result of active and deliberate
dishonesty; or

(b) The director or officer actually received an improper
benefit in money, property or services; or

(c) In the case of a criminal proceeding, the director or
officer had reasonable cause to believe that act or omission was
unlawful.

Section 4. General. The indemnification and advance of expenses
provided by this By-Law shall not be deemed exclusive of any other rights to
which a person seeking indemnification or advance of expenses may be entitled
under any law (common or statutory), or any agreement, vote of stockholders or
disinterested directors or other provision that is not contrary to law, both as

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<PAGE> 10

to action in his official capacity and as to action in another capacity while
holding office or while employed by or acting as agent for the Corporation,
shall continue in respect of all events occurring while a person was a director
or officer after such person has ceased to be a director or officer, and shall
inure to the benefit of the estate, heirs, executors and administrators of such
person. All rights to indemnification and advance of expenses hereunder shall
be deemed to be a contract between the Corporation and each director or officer
of the Corporation who serves or served in such capacity at any time while this
By-Law is in effect.

Section 5. Effective Time. This By-Law shall be effective from
and after the date of its adoption (August 26, 1988) and shall apply to all
proceedings arising prior to or after such date, regardless of whether relating
to facts or circumstances occurring prior to or after such date. Nothing
herein shall prevent an amendment of this By-Law, provided that no such
amendment shall diminish the rights of any person hereunder with respect to
events occurring or claims made before the adoption of such amendment or as to
claims made after such adoption in respect of events occurring before such
adoption.

Section 6. Further Action. The Board of Directors may take such
action as is necessary to carry out these indemnification provisions and is
expressly empowered to adopt, approve and amend from time to time such
resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law.

ITEM 16. EXHIBITS.

(2) Agreement and Plan of Reorganization, dated October 11,
1994, by and among Sara Lee Corporation, PYA/Monarch, Inc.,
Frigid Freeze Foods, Inc., PYA General Partner Corp., PYA
Limited Partner Corp., L. M. Sandler & Sons, Incorporated,
Sandler Limited Partner Corp., Sandler General Partner
Corp., Steven B. Sandler, Arthur B. Sandler, and
Consolidated Foodservice Companies Limited Partnership.

(4) Rights Agreement, dated as of April 28, 1988, between the
Corporation and the First National Bank of Chicago, as
Rights Agent (incorporated by reference to the Registration
Statement No. 1-3344 on Form 8-A filed with the Commission
on May 11, 1988 (as amended by Form 8 thereto filed with the
Commission on November 15, 1989)).

(5) Opinion of Janet Langford Kelly, Esq., Senior Vice
President, Secretary and General Counsel.

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<PAGE> 11

(10) Registration Rights Agreement, dated October 11, 1994, by
and among Sara Lee Corporation, Steven B. Sandler, Arthur B.
Sandler, and Sheri C. Sandler.

(23a) Consent of Independent Public Accountants.

(23b) Consent of Janet Langford Kelly, Esq. (incorporated by
reference to Exhibit 5 to this Registration Statement).

(24) Powers of Attorney.

ITEM 17. UNDERTAKINGS.

(a) RULE 415 OFFERING.

The undersigned registrant hereby undertakes:

Section 1. To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration statement to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement.

Section 2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Section 3. To remove from registration by means of a
post-effective amendment to the registration statement any of the securities
being registered which remain unsold at the termination of the offering.

(b) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY
REFERENCE.

The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange of Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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<PAGE> 12

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions described under
Item 15, or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

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<PAGE> 13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Chicago, Illinois on the 2nd day of October, 1995.

SARA LEE CORPORATION

By: /s/ Floyd G. Hoffman
-------------------------
Floyd G. Hoffman
Vice President and
Deputy General Counsel

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on October 2, 1995:

<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>

/s/ John H. Bryan Chairman of the Board, Chief Executive Officer and Director
- ----------------------------------
John H. Bryan

/s/ Michael E. Murphy Vice Chairman, Chief Administrative Officer and Director
- ----------------------------------
Michael E. Murphy

/s/ Donald J. Franceschini Executive Vice President and Director
- ----------------------------------
Donald J. Franceschini

* Executive Vice President and Director
- ----------------------------------
C. Steven McMillan

* Senior Vice President and Chief Financial Officer
- ----------------------------------
Judith A. Sprieser

/s/ Wayne R. Szypulski Vice President and Controller
- ----------------------------------
Wayne R. Szypulski

* Director
- ----------------------------------
Paul A. Allaire

</TABLE>

- 11 -
<PAGE> 14

<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>

*
------------------------------------
Frans H.J.J. Andriessen Director

*
------------------------------------
Duane L. Burnham Director

*
------------------------------------
Charles W. Coker Director

*
------------------------------------
Willie D. Davis Director

------------------------------------
Allen F. Jacobson Director

*
------------------------------------
Vernon E. Jordan, Jr. Director

*
------------------------------------
James L. Ketelsen Director

*
------------------------------------
Hans B. van Liemt Director

*
------------------------------------
Joan D. Manley Director

*
------------------------------------
Newton N. Minow Director

*
------------------------------------
Sir Arvi H. Parbo A.C. Director

*
------------------------------------
Rozanne L. Ridgway Director

</TABLE>

- 12 -
<PAGE> 15

<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<S> <C>

*
- -------------------------
Richard L. Thomas Director

</TABLE>

*By Janet Langford Kelly as Attorney-in-Fact pursuant to Powers of
Attorney executed by the directors and officers listed above, which Powers of
Attorney have been filed with the Securities and Exchange Commission.

/s/ Janet Langford Kelly
-------------------------------------
Janet Langford Kelly,
as Attorney-in-Fact

- 13 -
<PAGE> 16

<TABLE>
<CAPTION>
EXHIBITS INDEX PAGE
-------------- ----
<S> <C> <C>

(2) Agreement and Plan of Reorganization, dated October 11, 1994, by and among Sara
Lee Corporation, PYA/Monarch, Inc., Frigid Freeze Foods, Inc., PYA General
Partner Corp., PYA Limited Partner Corp., L. M. Sandler & Sons, Incorporated,
Sandler Limited Partner Corp., Sandler General Partner Corp., Steven B.
Sandler, Arthur B. Sandler, and Consolidated Foodservice Companies Limited
Partnership.

(4) Rights Agreement, dated as of April 28, 1988, between the Corporation and the
First National Bank of Chicago, as Rights Agent (incorporated by reference to
the Registration Statement No. 1-3344 on Form 8-A filed with the Commission on
May 11, 1988 (as amended by Form 8 thereto filed with the Commission on
November 15, 1989)).

(5) Opinion of Janet Langford Kelly, Esq., Senior Vice President, Secretary and
General Counsel.

(10) Registration Rights Agreement, dated October 11, 1994, by and among Sara Lee
Corporation, Steven B. Sandler, Arthur B. Sandler, and Sheri C. Sandler.

(23a) Consent of Independent Public Accountants.

(23b) Consent of Janet Langford Kelly, Esq. (incorporated by reference to Exhibit 5
to this Registration Statement).

(24) Powers of Attorney.

</TABLE>
- 14 -

<PAGE> 1

EXHIBIT 2

AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

SARA LEE CORPORATION, A MARYLAND CORPORATION,

PYA/MONARCH, INC., A DELAWARE CORPORATION,

FRIGID FREEZE FOODS, INC., A DELAWARE CORPORATION,

PYA GENERAL PARTNER CORP., A DELAWARE CORPORATION,

PYA LIMITED PARTNER CORP., A DELAWARE CORPORATION,

L.M. SANDLER & SONS, INCORPORATED, A VIRGINIA CORPORATION,

SANDLER LIMITED PARTNER CORP., A VIRGINIA CORPORATION,

SANDLER GENERAL PARTNER CORP., A VIRGINIA CORPORATION,

STEVEN B. SANDLER,

ARTHUR B. SANDLER,

SHERI C. SANDLER, AND

CONSOLIDATED FOODSERVICE COMPANIES LIMITED PARTNERSHIP,
A DELAWARE LIMITED PARTNERSHIP

October 11, 1994
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<S> <C>
SECTION 1. THE CLOSING; ACQUISITION OF LMS SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1A. Acquisition Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1B. Acquisition Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1C. Allocation of SLC Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1D. The Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

SECTION 2. CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2A. Confidential Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2B. Forced Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

SECTION 3. REPRESENTATIONS AND WARRANTIES OF SLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3A. Organization and Corporate Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3B. Authorization; Binding Effect; No Breach . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3C. SLC Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3D. Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3E. Reorganization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3F. Investment Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3G. SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3H. Accuracy on Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE LMS SHAREHOLDERS . . . . . . . . . . . . . . . . . . . 7
4A. Organization; Capacity and Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4B. Authorization; Binding Effect; No Breach . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4C. Capital Stock and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4D. Absence of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4E. Absence of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4F. Investment Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4G. Certain Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4H. Investor Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4I. Accuracy on Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 5. ACCESS TO RECORDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 6. SURVIVAL AND INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6A. Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . 12
6B. Indemnification Obligations of the LMS Shareholders . . . . . . . . . . . . . . . . . . . . . 12
6C. Indemnification Obligations of SLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6D. Indemnification Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
6E. Form of Indemnification Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

SECTION 7. CONDITIONS TO THE CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
7A. Conditions of SLC's Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
7B. Conditions of the LMS Shareholders' Obligation . . . . . . . . . . . . . . . . . . . . . . . 18
7C. No Other Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

SECTION 8. OTHER COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
</TABLE>

(i)
<PAGE> 3

<TABLE>
<S> <C>
8A. HSR; Satisfaction of Closing Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
8B. Operation of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
8C. Washington Beef Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
8D. Disposition of Non-Partnership Related Assets . . . . . . . . . . . . . . . . . . . . . . . . 21
8E. Exclusivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
8F. Notice by LMS Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8G. Notice by SLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8H. Transaction Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8I. Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
8J. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
8K. Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
8L. Transfer of Restricted Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
8M. Pre-Closing Termination of Certain Affiliate Agreements . . . . . . . . . . . . . . . . . . . 24
8N. Use of Sandler Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8O. Bank Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8P. Other Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
8Q. Certain Deliveries at Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8R. Antidilution Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8S. Registration of SLC Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
8T. Listing of SLC Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8U. Tax Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
8V. Conduct of Business on Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
8W. Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
8X. No Impairment of Current Indemnification Rights . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 9. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9A. Additional Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
9B. Other Definitional Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SECTION 10. OTHER AGREEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
10A. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
10B. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
10C. Consent to Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
10D. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
10E. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
10F. Consent to Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
10G. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
10H. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
10I. Schedules and Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
10J. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
10K. Specific Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
10L. Special Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
10M. No Impact on Other Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
10N. No Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
10O. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
10P. Merger and Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
</TABLE>

(ii)
<PAGE> 4

LIST OF EXHIBITS

Exhibit A - Form of Consulting Agreements
Exhibit B - Indemnification Agreement
Exhibit C - Form of Employment Agreements
Exhibit D - Form of Partnership Agreement Amendment
Exhibit E - Form of Benefit Plan Amendment
Exhibit F - Property Description
Exhibit G - Property Description

LIST OF DISCLOSURE SCHEDULES

Consents Schedule
Capitalization Schedule
Affiliate Agreement Schedule

(iii)
<PAGE> 5

AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made and
entered into this 11th day of October, 1994 by and among Sara Lee Corporation,
a Maryland corporation ("SLC"), PYA/Monarch, Inc., a Delaware corporation
("PYA"), Frigid Freeze Foods, Inc., a Delaware corporation ("FFI"), PYA General
Partner Corp., a Delaware corporation ("PYA GP"), PYA Limited Partner Corp., a
Delaware corporation ("PYA LP"), L.M. Sandler & Sons, Incorporated, a Virginia
corporation ("LMS"), Sandler Limited Partner Corp., a Virginia corporation
("LMS LP"), Sandler General Partner Corp., a Virginia corporation ("LMS GP,"
and together with LMS LP, the "LMS Subsidiaries"), Steven B. Sandler, Arthur B.
Sandler and Sheri C. Sandler (Steven B. Sandler, Arthur B. Sandler and Sheri C.
Sandler are collectively the "LMS Shareholders"), and Consolidated Foodservice
Companies Limited Partnership, a Delaware limited partnership (the
"Partnership"). SLC, PYA, FFI, PYA GP and PYA LP are referred to herein
collectively as the "SLC Parties." LMS, LMS GP, LMS LP and the LMS
Shareholders are referred to herein collectively as the "LMS Parties." The SLC
Parties, the LMS Parties and the Partnership are referred to collectively
herein as the "Parties." Certain capitalized terms which are used herein are
defined in Section 9 below.

WHEREAS, the LMS Shareholders own all of the outstanding capital
stock of LMS;

WHEREAS, LMS owns all of the outstanding capital stock of LMS GP and
LMS LP;

WHEREAS, SLC indirectly owns all of the outstanding capital stock of
PYA;

WHEREAS, PYA owns all of the outstanding capital stock of PYA GP and
FFI;

WHEREAS, PYA and FFI own all of the outstanding capital stock of PYA
LP;

WHEREAS, LMS GP, LMS LP, PYA GP and PYA LP collectively own all of
the issued and outstanding partnership interests of the Partnership; and

WHEREAS, the parties hereto desire to enter into a transaction
pursuant to which SLC will acquire from the LMS Shareholders and the LMS
Shareholders will transfer to SLC all of the issued and outstanding capital
stock of LMS (the "LMS Shares") in exchange for shares of common stock, $1.33
1/3 par value per share, of SLC (the "SLC Common Stock"), with the intent that
each of such transactions qualify as a "reorganization" within the

<PAGE> 6

meaning of Section 368 (a) (1) (B) of the Internal Revenue Code of 1986, as
amended (the "Code").

NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and in consideration of the representations, warranties,
and covenants herein contained, the Parties hereby agree as follows:

SECTION 1. THE CLOSING; ACQUISITION OF LMS SHARES.

1A. ACQUISITION GENERALLY. At the Closing: (i) SLC shall acquire
from the LMS Shareholders, and the LMS Shareholders shall convey, assign,
transfer, and deliver to SLC, all of the LMS Shares free and clear of any Lien
and (ii) and the LMS Shareholders shall acquire from SLC, and SLC shall issue
and deliver to the LMS Shareholders, the SLC Shares, free and clear of any
Lien.

1B. ACQUISITION CONSIDERATION. As consideration for the
Acquisition, SLC shall transfer to the LMS Shareholders a number of shares of
SLC Common Stock equal to the sum of (i) 2,362,117 shares and (ii) the quotient
of (x) the Allocable Earnings (as defined below) divided by (y) $22.4375
(collectively, as adjusted in accordance with the provisions of Section 8R
below, the "SLC Shares"). "Allocable Earnings" means the lesser of (i) 30% of
the pre-tax net income of the Partnership from July 1, 1994 to the date that is
three business days prior to the Closing Date (but not less than zero) or (ii)
$2.991 million. The initial calculation of Allocable Earnings shall be made by
SLC in good faith based on the financial statements and books and records of
the Partnership and in accordance with the past practice of the Partnership.
Without limiting the generality of the foregoing, the amount of Allocable
Earnings shall be increased if necessary to eliminate any impact on Allocable
Earnings which results from changes in the organization, financing or
operations of the Partnership after the date of this Agreement that are not
consistent with past practice of the Partnership; provided that in no event
shall Allocable Earnings exceed $2.991 million. SLC shall deliver to the LMS
Shareholders a statement setting forth its calculation of Allocable Earnings,
as of the most recent month-end, at least 15 days prior to the Closing Date.
If requested by the LMS Shareholders, SLC shall promptly meet with the LMS
Shareholders (or their representatives) prior to the Closing to review and
discuss the calculation of Allocable Earnings. The definitive amount of
Allocable Earnings shall be as mutually agreed by SLC and the LMS Shareholders
prior to Closing, or if such Parties do not agree within two business days
prior to the Closing, by the Partnership's independent public accountants whose
determination thereof shall be final and binding on the Parties in the absence
of manifest error.

- 2 -
<PAGE> 7

1C. ALLOCATION OF SLC COMMON STOCK. The SLC Shares issued to the
LMS Shareholders pursuant to Section 1B shall be allocated among the LMS
Shareholders in proportion to the number of LMS Shares held by each of the LMS
Shareholders at the Closing (determined after giving effect to any LMS Shares
redeemed by LMS pursuant to the Disposition (as defined in Section 8D below)),
as set forth in an Officer's Certificate of LMS delivered to SLC at least 5
business days prior to the Closing; and such SLC Shares shall be registered in
the name of each such Person or his or her designee.

1D. THE CLOSING. Subject to the satisfaction or waiver of each of
the conditions specified in Sections 7A and 7B below, the closing of the
acquisition of the LMS Shares by SLC and the acquisition of the SLC Shares by
the LMS Shareholders (collectively, the "Acquisition") and the transactions
relating thereto (collectively, the "Closing") will take place at the offices
of Kirkland & Ellis, 200 East Randolph Drive, Chicago, Illinois, commencing at
10:00 a.m. local time on May 1, 1995 (or, if later, the fifth business day
following satisfaction or waiver of the conditions specified in paragraphs
(ii), (iii) and (iv) of Section 7A and paragraph (ii) of Section 7B below). In
the event that the conditions specified in Section 7A and Section 7B are
satisfied prior to May 1, 1995, the LMS Shareholders may elect (upon 10
business days prior written notice to SLC) to cause the Closing to occur on a
date prior to May 1, 1995. The date and time of the Closing are referred to as
the "Closing Date." At the Closing:

(i) SLC will deliver to the LMS Shareholders stock
certificates representing the SLC Shares registered in the name of each
such Person or his or her designee;

(ii) the LMS Shareholders will deliver to SLC the stock
certificates representing all of the LMS Shares then outstanding,
endorsed in blank or accompanied by duly executed assignment documents
and signature guarantees;

(iii) each of Steven S. Sandler, Arthur B. Sandler and Sheri C.
Sandler (and, if mutually agreed by SLC and LMS, each of Samuel Sandler
and Reba Sandler) will enter into a consulting agreement with SLC in the
form attached as Exhibit A to this Agreement (the "Consulting
Agreements");

(iv) the first payments due under the Consulting Agreements
will be made by SLC; and

(v) SLC will deliver to the LMS Shareholders a certificate,
executed by SLC, repeating as of the Closing the statements set forth in
Section 3E.

- 3 -
<PAGE> 8

SECTION 2. CONFIDENTIALITY.

2A. CONFIDENTIAL TREATMENT. From and after the date of this
Agreement, the LMS Shareholders will (and will use their reasonable best
efforts to cause each of their Affiliates to) treat and hold as confidential
all information concerning the conduct, affairs or operations of the businesses
of the Partnership (subject to the following sentence, the "Confidential
Information"), refrain from using any Confidential Information and, at SLC's
request, deliver to SLC or destroy all tangible embodiments (and all copies) of
any Confidential Information which are in the LMS Shareholders' or any such
Affiliate's possession (except that the LMS Shareholders may retain
Confidential Information to the extent such information is contained in
information or reports primarily relating to the consolidated or overall
operations of LMS); provided that the LMS Shareholders may disclose the results
of the operations of the Business and other information to the extent necessary
to permit the LMS Shareholders to file any required tax return or comply with
any legal obligation or otherwise to address in a commercially reasonable
manner matters relating to the Partnership or the Business prior to the
Closing. This Section 2A will not apply to any information which is generally
available to the public or those in the foodservice distribution business
(other than by reason of any disclosure by the LMS Shareholders or an Affiliate
of the LMS Shareholders in breach of this Section 2A) prior to the time of
disclosure, and such information shall not be considered Confidential
Information.

2B. FORCED DISCLOSURE. If any of the LMS Shareholders or any
Affiliate of any of the LMS Shareholders is requested or required (by oral
question or request for information or documents in any legal proceeding,
interrogatory, subpoena, civil investigative demand, or other similar process)
to disclose any Confidential Information, such LMS Shareholder will notify SLC
promptly after such LMS Shareholder becomes aware of such request or
requirement so that SLC may seek an appropriate protective order or waive
compliance with the provisions of this Section 2B. If any LMS Shareholder or
any Affiliate of an LMS Shareholder, on the advice of counsel, is required (or
permitted hereunder) to disclose any Confidential Information to any Government
Entity or other Person, such LMS Shareholder will use its reasonable best
efforts to ensure that such disclosure is limited to such Confidential
Information which is so required to be disclosed and obtain an order or other
assurance (or, at SLC's option, cooperate with SLC if it wishes to seek an
order or other assurance) that confidential treatment will be accorded to any
such Confidential Information disclosed.

- 4 -
<PAGE> 9

SECTION 3. REPRESENTATIONS AND WARRANTIES OF SLC. As a material inducement to
the LMS Shareholders to enter into this Agreement and to transfer the LMS
Shares, SLC hereby represents and warrants that:

3A. ORGANIZATION AND CORPORATE POWER. SLC is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Maryland. SLC has the requisite corporate power and authority necessary to
enter into, deliver and carry out its obligations pursuant to each of the
Transaction Documents to which it is a party.

3B. AUTHORIZATION; BINDING EFFECT; NO BREACH. Each SLC Party's
execution, delivery and performance of each Transaction Document to which such
Person is a party has been duly authorized by such Person. Each Transaction
Document to which each SLC Party is a party constitutes a valid and binding
obligation of such Person which is enforceable against such Person in
accordance with its terms, except as such enforceability may be limited by (a)
applicable insolvency, bankruptcy, reorganization, moratorium or other similar
laws affecting creditors' rights generally and (b) applicable equitable
principles (whether considered in a proceeding at law or in equity). The
execution, delivery and performance by each of the SLC Parties of the
Transaction Documents do not and will not: (i) conflict with or result in a
breach of the terms, conditions or provisions of, (ii) constitute a default
under, (iii) result in a violation of, or (iv) require any authorization,
consent, approval, exemption or other action by or declaration or notice to any
Government Entity pursuant to, the charter or bylaws of the SLC Parties or any
agreement, instrument, or other document, or any Legal Requirement to which the
SLC Parties or any of their assets is subject; except (A) any requirements of
the HSR Act and (B) the filing (if deemed appropriate by SLC) of a Form D
pursuant to Regulation D of the SEC. As of the date of this Agreement, SLC
does not have any reason to believe that the waiting period required by the HSR
Act in connection with the Acquisition will not expire or be terminated on or
before May 1, 1995.

3C. SLC SHARES. Upon the issuance and delivery of the SLC Shares
in accordance with this Agreement, such SLC Shares will constitute legally and
validly authorized and issued, fully paid and nonassessable shares of SLC
Common Stock, free and clear of any Lien and no stockholder of SLC will have
any preemptive right of subscription or purchase in respect thereof.

3D. BROKERAGE. There is no claim, or any basis for the assertion
of any claim, for brokerage commissions, finders' fees or similar compensation
in connection with the transactions contemplated by the Transaction Documents
based on any arrangement

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<PAGE> 10

or agreement made or entered into, or other action taken by, SLC or any of its
Affiliates.

3E. REORGANIZATION. SLC intends the Acquisition to qualify as a
tax-free reorganization described in Section 368(a)(1)(B) of the Code. SLC has
no present plan or intention on its part to take or cause (or cause LMS or any
Affiliate of SLC or LMS to take or cause) any of the following actions
following the date hereof or the Closing:

(i) to liquidate LMS or to cause LMS to merge with or into
another corporation;

(ii) to sell or otherwise dispose of a number of LMS Shares
acquired in the Acquisition, except for transfers described in Section
368(a)(2)(C) of the Code, that would result in SLC losing control of LMS
within the meaning of Section 368(c)(1) of the Code, or to have LMS sell
or otherwise dispose of a number of shares of capital stock of LMS GP or
LMS LP that would result in LMS GP or LMS LP ceasing to be a member of
the SLC Affiliated Group;

(iii) to cause LMS to issue a number of additional shares of
its stock that would result in SLC losing control of LMS within the
meaning of Section 368(c)(1) of the Code, or to have LMS GP or LMS LP
issue a number of additional shares of its stock that would result in LMS
GP or LMS LP ceasing to be a member of the SLC Affiliated Group;

(iv) to reacquire any of the SLC Shares issued in the
Acquisition (other than pursuant to Section 6 below);

(v) to cause LMS to cease to continue its historic business
(which the parties agree for this purpose is the Business) or to cease to
use a significant portion of its historic business assets in a business
(in each case as such historic business is in effect on the date hereof);

(vi) to cause LMS GP or LMS LP to merge with or into a
corporation which is not a member of the SLC Affiliated Group; and

(vii) to cause LMS, or LMS LP or LMS GP, to sell or otherwise
dispose of any of its assets, except for (A) dispositions made in the
ordinary course of its business and (B) dispositions to any member of the
SLC Affiliated Group.

3F. INVESTMENT PURPOSE. SLC is acquiring the LMS Shares for its
own account and not with a view to sale or distribution thereof in violation of
any securities laws, and it has no present

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<PAGE> 11

intention of selling or distributing all or any portion of the LMS Shares in
violation of any securities laws.

3G. SEC REPORTS. SLC has filed all reports on Form 10-K, Form
10-Q, Form 8-K and all proxy statements required to be filed with the SEC since
July 4, 1993 (collectively the "SLC Reports"), and has previously furnished or
made available to the LMS Shareholders true and complete copies of all SLC
Reports. None of the SLC Reports, as of their respective dates (as amended
through the date hereof), contained any untrue statement of material fact or
omitted to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading.

3H. ACCURACY ON CLOSING DATE. Each representation and warranty
set forth in this Section 3 and all information contained in any certificate
delivered by or on behalf of SLC pursuant to this Agreement will be true and
correct as of the time of the Closing as though then made.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE LMS SHAREHOLDERS. As a
material inducement to SLC to enter into this Agreement and acquire the LMS
Shares, the LMS Shareholders hereby jointly and severally represent and warrant
that:

4A. ORGANIZATION; CAPACITY AND POWER.

(i) Each of the LMS Shareholders has the requisite capacity
and power to enter into, deliver and carry out his or her obligations
pursuant to each of the Transaction Documents to which he or she is a
party.

(ii) Each of LMS, LMS GP and LMS LP is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Virginia, and is qualified to do business in each jurisdiction
in which its ownership of property or conduct of business requires it to
so qualify. Each of LMS, LMS GP and LMS LP has the requisite power and
authority to enter into, deliver and carry out its obligations pursuant
to each of the Transaction Documents to which it is a party.

4B. AUTHORIZATION; BINDING EFFECT; NO BREACH. The LMS Parties'
execution, delivery and performance of each Transaction Document to which any
such Person is a party have been duly authorized by such Person. Each
Transaction Document to which any of the LMS Parties is a party constitutes a
valid and binding obligation of such Person which is enforceable against such
Person in accordance with its terms, except as such enforceability may be

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<PAGE> 12

limited by (a) applicable insolvency, bankruptcy, reorganization, moratorium or
other similar laws affecting creditors' rights generally and (b) applicable
equitable principles (whether considered in a proceeding at law or in equity).
Except as set forth on the attached Consents Schedule, none of the execution,
delivery and performance of the Transaction Documents, including satisfaction
of the Closing condition contained in Section 7(a)(iv), does or will (i)
conflict with or result in a breach of the terms, conditions or provisions of,
(ii) constitute a default under, (iii) give any third party the right to modify,
terminate or accelerate any liability or obligation of the LMS Parties under,
(iv) result in a violation of, or (v) require any authorization, consent,
approval, exemption or other action by or declaration or notice to any
Government Entity pursuant to, the certificate of incorporation or by-laws of
the LMS Parties or any agreement, instrument or other document or any Legal
Requirement to which the LMS Parties or any of their assets is subject; except
any requirements of the HSR Act. As of the date of this Agreement, the LMS
Shareholders do not have any reason to believe that the waiting period required
by the HSR Act in connection with the Acquisition will not expire or be
terminated on or before May 1, 1995.

4C. CAPITAL STOCK AND RELATED MATTERS.

(i) The authorized capital stock of LMS consists of (A) 2,500
shares of common stock, no par value per share, of which 1,176 shares are
issued and outstanding, and (B) 11,600 shares of preferred stock, $100.00
par value per share, of which none are issued and outstanding. All of
the issued and outstanding shares of LMS have been duly authorized, are
validly issued, fully paid, and nonassessable, and are held of record and
beneficially by the Persons and in the amounts set forth in the attached
Capitalization Schedule, free and clear of any Lien. LMS does not own or
have any right to acquire any capital stock of or interest in any other
Person other than (i) LMS GP and LMS LP and (ii) Starch Realty, Inc.,
Galanides, Inc. and Ocean to Ocean (Seafood Sales), Inc.

(ii) The authorized capital stock of LMS GP consists of 100
shares of common stock, par value $1.00 per share, of which 10 shares are
issued and outstanding. All of the issued and outstanding shares of LMS
GP have been duly authorized, are validly issued, fully paid, and
nonassessable, and are held of record and beneficially by LMS, free and
clear of any Lien. LMS GP is the sole record and beneficial holder of
the general partnership interest in the Partnership originally issued to
it on August 5, 1989. Since acquiring its general partnership interest
in the Partnership, LMS GP has not transferred or sold any portion of
such interest. LMS GP does not own or have any right to acquire any
capital stock of or interest in any other Person other than the
Partnership.

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<PAGE> 13

(iii) The authorized capital stock of LMS LP consists of 100
shares of common stock, par value $1.00 per share, of which 10 shares are
issued and outstanding. All of the issued and outstanding shares of LMS
LP have been duly authorized, are validly issued, fully paid, and
nonassessable, and are held of record and beneficially by LMS, free and
clear of any Lien. LMS LP is the sole record and beneficial holder of
the limited partnership interest in the Partnership originally issued to
it on August 5, 1989. Since acquiring its limited partnership interest
in the Partnership, LMS LP has not transferred or sold any portion of
such interest. LMS LP does not own or have any right to acquire any
capital stock of or interest in any other Person other than the
Partnership.

(iv) No class of capital stock of LMS, LMS GP or LMS LP is
entitled to contractual or other preemptive rights. Except as set forth
on the attached Capitalization Schedule: (A) there are no outstanding or
authorized options, warrants, purchase rights, subscription rights,
conversion rights, exchange rights, or other contracts or commitments
that could require LMS, LMS GP or LMS LP to issue, sell, or otherwise
cause to become outstanding any of its capital stock; (B) there are no
outstanding or authorized stock appreciation, phantom stock, profit
participation, or similar rights with respect to LMS, LMS GP or LMS LP;
and (C) there are no voting trusts, proxies, or other agreements or
understandings with respect to the voting of the capital stock of LMS,
LMS GP or LMS LP. To the extent any of the rights described in clauses
(A) or (B) above are in existence, the Capitalization Schedule sets forth
a description of the nature of such rights and the names of the Persons
holding such rights and the amounts thereof. Any and all rights listed on
the Capitalization Schedule will be terminated at or prior to the
Closing, with no liability or obligation to LMS, the LMS Subsidiaries or
the Partnership.

(v) Arthur Sandler, Steven Sandler and Samuel Sandler are all
of the directors of LMS GP and LMS LP. Those persons, together with Reba
Sandler, are all of the directors of LMS.

4D. ABSENCE OF LIABILITIES. Except for (i) liabilities and
obligations of the Partnership for which LMS GP or LMS LP may be liable in
their capacities as partners of the Partnership or liabilities and obligations
of the Partnership for which LMS may be liable as a controlling person of LMS
GP or LMS LP, (ii) liabilities and obligations arising out of LMS GP's conduct
of the Partnership's business or the rights, duties and obligations of LMS GP
or LMS LP under the Partnership Agreement or as partners of the Partnership or
their respective performance (or failure to perform) such rights, duties and
obligations, (iii) liabilities or

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<PAGE> 14

obligations existing as a matter of law which LMS may have as a former owner of
the properties and assets contributed to the Partnership, and (iv) the LMS Debt
(as defined in Section 8D below), none of LMS, LMS GP and LMS LP will, as of
the Closing, have any liability or obligation (whether accrued, absolute,
contingent, unliquidated or otherwise, whether or not known to any Party,
whether arising out of a Legal Requirement or otherwise, whether due or to
become due, and regardless of when asserted) other than liabilities for taxes
not yet due and payable. Except for transactions that have been adequately
disclosed to, and consented to by, a PYA Committee Member under Section
6(c)(xviii) of the Partnership Agreement prior to the date of this Agreement,
none of (A) LMS GP or LMS LP, (B) any of LMS GP's or LMS LP's officers,
directors, employees or Related Parties, or (C) any person related by blood or
marriage to any Person described in clause (B) above, has entered into an
agreement or engaged in a transaction of any type or nature with the
Partnership. "Related Party" of any Person shall mean any other Person
directly or indirectly controlling, controlled by or under common control with
such Person. For purposes of this definition, "control" of any Person shall
include the direct or indirect ownership of, or right to acquire, 10% or more
of the voting securities or equity interests of such Person.

4E. ABSENCE OF ASSETS. Except for the capital stock of LMS GP
and LMS LP and Partnership Rights, LMS will have no assets as of the Closing.
Except for its general partnership interest in the Partnership and Partnership
Rights, LMS GP will have no assets as of the Closing. Except for its limited
partnership interest in the Partnership and Partnership Rights, LMS LP will
have no assets as of the Closing. "Partnership Rights" means any rights,
benefits and other assets (including any claims, causes of action or defenses)
(whether accrued, absolute, contingent, unliquidated or otherwise, and whether
or not known to any Party) which (i) LMS GP or LMS LP may have in their
capacities as partners of the Partnership or which LMS may have as a
controlling person of LMS GP or LMS LP or (ii) arise out of LMS GP's conduct of
the Partnership's business or the rights, duties and obligations of LMS GP or
LMS LP under the Partnership Agreement or as partners of the Partnership.

4F. INVESTMENT PURPOSE. Each of the LMS Shareholders is acquiring
the SLC Shares for his or her own account and not with a view to sale or
distribution thereof in violation of any securities laws, and he or she has no
present intention of selling or distributing all or any portion of the SLC
Shares in violation of any securities laws.

4G. CERTAIN OTHER MATTERS. The LMS Parties have delivered to SLC
true and complete copies of the Leases as in effect on the date of this
Agreement. The Affiliate Agreement

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<PAGE> 15

Schedule contains a true and complete list of all Affiliate Agreements to which
the Partnership, LMS GP, LMS LP or LMS is a party as of the date of this
Agreement.

4H. INVESTOR STATUS. Each LMS Shareholder is an "accredited
investor" as defined under the Securities Act. Each LMS Shareholder has
received a copy of each of the SLC Reports. Each LMS Shareholder has had an
opportunity to ask questions of and receive answers from SLC concerning the
information contained in SLC Reports.

4I. ACCURACY ON CLOSING DATE. Except as a result of the merger or
other combination of the LMS Subsidiaries permitted by the proviso to the first
sentence of Section 8B hereof, each representation and warranty set forth in
this Section 4 and all information contained in any certificate delivered by or
on behalf of the LMS Shareholders pursuant to this Agreement will be true and
correct as of the time of the Closing as though then made.

SECTION 5. ACCESS TO RECORDS. From and after the date hereof and to the
extent reasonably required for any bona fide business purpose, each Party will
allow, and will use its reasonable best efforts to cause its Affiliates to
allow, the other Party (and the other Party's agents, representatives and
Affiliates) access to all business records and files concerning the Business
which relate to the period prior to the Closing Date and will permit such
Persons to make copies of the same, in each case at the expense of the Person
requesting such access. Such access will be granted upon reasonable advance
notice, during normal business hours, and in such a manner so as not to
interfere unreasonably with the operations of the Person affording such access.
Without limiting the generality of the foregoing, if either Party or any of its
Affiliates actively is contesting or defending against any charge, complaint,
action, suit, proceeding, hearing, investigation, claim, or demand in
connection with (i) any transaction contemplated by the Transaction Documents,
or (ii) any fact, situation, circumstance, status, condition, activity,
practice, plan, occurrence, event, incident, action, failure to act, or
transaction prior to the Closing Date relating to the Business, then the other
Party will cooperate, and use its reasonable best efforts to cause its
Affiliates to cooperate, with the contesting or defending Person and its
counsel in such contest or defense, and make available such other Party's and
its Affiliates' personnel and provide such testimony and access to books and
records as are reasonably requested in connection with such contest or defense
(giving due consideration to the needs and interests of the other Party as well
as the contesting or defending Person), all at the contesting or defending
Person's expense (except to the extent that the contesting or defending Person
is entitled to indemnification therefor pursuant to Sections 6B or 6C below).

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<PAGE> 16

SECTION 6. SURVIVAL AND INDEMNIFICATION.

6A. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

(i) Regardless of any investigation made by or on behalf of
either Party or the results of any such investigation, the
representations and warranties set forth in this Agreement or any
certificate delivered pursuant to this Agreement will survive the
consummation of the Closing and continue in full force and effect forever
thereafter, and the covenants set forth in this Agreement and the other
Transaction Documents will survive the Closing.

(ii) Neither a Party's participation in the consummation of
any transaction pursuant to any Transaction Document nor any waiver of
any condition to such participation will constitute a waiver by such
participating Party of any representation or warranty of any other Party
specified in the preceding sentence or otherwise affect the survival of
any such representation and warranty.

6B. INDEMNIFICATION OBLIGATIONS OF THE LMS SHAREHOLDERS. The LMS
Shareholders will indemnify SLC and its Affiliates (including, from and after
the Closing, LMS, LMS GP, LMS LP and the Partnership) and their respective
stockholders, officers, directors, employees, agents, representatives and
successors and assigns (collectively, the "SLC Indemnitees") in respect of, and
save and hold each SLC Indemnitee harmless against and pay on behalf of or
reimburse each SLC Indemnitee as and when incurred, any Loss which any SLC
Indemnitee suffers, sustains or becomes subject to as a result of, arising out
of, or directly or indirectly caused by, without duplication:

(i) any facts or circumstances which constitute a breach of
any representation or warranty of any LMS Shareholder in this Agreement
(including any Schedule) or in any certificate delivered by any LMS
Shareholder pursuant to this Agreement;

(ii) any nonfulfillment or breach of any covenant of the LMS
Shareholders or any of their Affiliates (other than the Partnership) set
forth in this Agreement;

(iii) the existence of any liability (whether accrued,
absolute, contingent, unliquidated or otherwise, whether or not known to
any Party, whether due or to become due, and regardless of when asserted,
and including liabilities for taxes (including interest and penalties
thereon and additions thereto)) of LMS, LMS GP or LMS LP, which liability
resulted from, arose out of, or was directly

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<PAGE> 17

or indirectly caused by, facts, conditions or circumstances existing
prior to the Closing, other than (a) liabilities and obligations of the
Partnership for which LMS GP or LMS LP may be liable in their capacities
as partners of the Partnership or liabilities and obligations of the
Partnership for which LMS may be liable as a controlling person of LMS GP
or LMS LP, (b) liabilities and obligations arising out of LMS GP's
conduct of the Partnership's business or the rights, duties and
obligations of LMS GP or LMS LP under the Partnership Agreement or as
partners of the Partnership or their respective performance (or failure
to perform) such rights, duties and obligations, (c) liabilities and
obligations existing as a matter of law which LMS may have as a former
owner of the properties and assets contributed to the Partnership and (d)
the LMS Debt; provided that, in the case of any liability for taxes
(including interest and penalties thereon and additions thereto), (w)
such liability shall be net of refunds of any taxes the liability for
which would be the responsibility of the LMS Shareholders pursuant to
this Section 6B (including interest on such refunds) and, if any such
refund is received after the LMS Shareholders have made a payment in
indemnification of such a tax liability, the refund, to the extent of
such prior indemnification payment, shall be paid to the LMS Shareholders
by SLC as described in Section 6E(ii), (x) except as provided in clauses
(y) and (z) of this Section 6B(iii), such liability shall include
liabilities for income taxes for which LMS or any of the LMS Subsidiaries
may be liable (including franchise or similar taxes) attributable to the
income of the Partnership for any period (or portion thereof) ending on
or before the Closing Date, (y) the LMS Shareholders have no obligation
to indemnify the SLC Indemnitees against the excess amount described in
Section 6C(iii) in respect of the period ending on or before the Closing
Date; and (z) the LMS Shareholders shall not be responsible for any
liability for taxes (including interest and penalties thereon and
additions thereto) attributable to the excess loss account of LMS with
respect to either of the LMS Subsidiaries to the extent such tax is the
result of (A) the failure of LMS and the LMS Subsidiaries to be
immediately after the Closing members of a single group of corporations
which files a consolidated return for federal income tax purposes for the
first taxable year of LMS and the LMS Subsidiaries ending after the
Closing Date or (B) any other action of SLC or any of its Affiliates
after the Closing; or

(iv) if the Washington Beef Shares are disposed of by LMS and
the LMS Subsidiaries prior to the Closing pursuant to Section 8C, the
existence of (A) any liability (whether accrued, absolute, contingent,
unliquidated or otherwise, whether or not known to any Party, whether due
or to become due, and regardless of when asserted) attributable to the

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<PAGE> 18

Partnership's, LMS's and the LMS Subsidiaries' ownership of or dealings
with Washington Beef prior to the Closing and (B) any liabilities or
obligations of Washington Beef (in each case, other than liabilities and
obligations relieved or assumed by the Partnership pursuant to clause
(ii) of Section 8C below and liabilities and obligations resulting from
Washington Beef's purchase and sale of goods and services in the ordinary
course conduct of business of the Partnership).

6C. INDEMNIFICATION OBLIGATIONS OF SLC. SLC will indemnify the
LMS Shareholders and their Affiliates (excluding, from and after the Closing,
LMS, LMS GP, LMS LP and the Partnership) and their respective stockholders,
officers, managers, directors, employees, agents, heirs, representatives and
permitted successors and assigns (collectively, the "LMS Indemnitees") in
respect of, and save and hold each LMS Indemnitee harmless against any Loss
which such LMS Indemnitee suffers, sustains or becomes subject to as a result
of, arising out of, or directly or indirectly caused by, without duplication:

(i) any facts or circumstances which constitute a breach of
any representation or warranty of SLC in this Agreement or in any
certificate delivered by SLC pursuant to this Agreement;

(ii) any nonfulfillment or breach of any covenant or agreement
of SLC set forth in this Agreement or any action or transaction referred
to in the penultimate sentence of Section 8I below; or

(iii) the excess, if any, of (a) any income taxes (including
franchise or similar taxes) including interest and penalties thereon and
additions thereto of LMS or the LMS Subsidiaries attributable to their
distributive shares of the taxable income of the Partnership for any
period (or portion thereof) beginning after June 30, 1994 (the "Post-June
Partnership Income") over (b) any distribution made before the
Disposition by the Partnership to the LMS Subsidiaries in respect of such
taxes. If the Post-June Partnership Income is included on a
consolidated, combined or unitary income or franchise tax return with
other income of LMS or the LMS Subsidiaries, the portion of the tax
liability with respect to such return which shall be treated as
attributable to the Post-June Partnership Income shall equal the lesser
of (x) the total amount of such tax liability or (y) the amount of such
tax liability determined as though the relevant LMS Subsidiary had filed
a stand-alone income, franchise or similar tax return which included only
the Post-June Partnership Income.

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<PAGE> 19

6D. INDEMNIFICATION PROCEDURES.

(i) Notice of Claim. Any Person making a claim for
indemnification pursuant to Section 6B or 6C above (an "Indemnified
Party") must give the Party from whom indemnification is sought (an
"Indemnifying Party") written notice of such claim (an "Indemnification
Claim Notice") promptly after the Indemnified Party receives any written
notice of any action, lawsuit, proceeding, investigation or other claim
(a "Proceeding") against or involving the Indemnified Party by a
Government Entity or other third party or otherwise discovers the
liability, obligation or facts giving rise to such claim for
indemnification; provided that the failure to notify or delay in
notifying an Indemnifying Party will not relieve the Indemnifying Party
of its obligations pursuant to Section 6B or 6C above, as applicable,
except to the extent that such failure actually harms the Indemnifying
Party. Such notice must contain a description in reasonable detail of
the claim and the nature and amount of such Loss (to the extent that the
nature and amount of such Loss is known at such time), and refer to
Section 6B or 6C, as applicable.

(ii) Control of Defense; Conditions. With respect to the
defense of any Proceeding against or involving an Indemnified Party
(other than a Proceeding which involves claims for injunctive or other
equitable relief which could reasonably be expected to have a material
adverse effect on the ability of the Indemnified Party or its Affiliates
to conduct their businesses on an ongoing basis in accordance with their
past practice), at its option an Indemnifying Party may appoint as lead
counsel of such defense a nationally recognized law firm with the
appropriate expertise selected by the Indemnifying Party; provided that
the Indemnifying Party must conduct the defense of such Proceeding
actively, diligently and vigorously thereafter.

(iii) Participation in Defense; Exceptions, etc.
Notwithstanding Section 6D(ii) above:

(a) the Indemnified Party will be entitled to participate
in the defense of such claim and to employ counsel of its choice for
such purpose at its own expense (provided that the Indemnifying
Party will bear the reasonable fees and expenses of such separate
counsel incurred prior to the date upon which the Indemnifying Party
effectively assumes control of such defense),

(b) notwithstanding Section 6D(iii)(a) above, the
Indemnified Party will be entitled to participate in the defense of
such claim and to employ one law firm of

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<PAGE> 20

its choice for such purpose, and the reasonable fees and expenses of
such law firm will be borne by the Indemnifying Party, if:

(1) the Indemnified Party reasonably believes
that such claim could reasonably be expected to be materially
detrimental to or materially injure the Indemnified Party's
reputation or future business prospects; or

(2) the Indemnified Party reasonably believes
that there exists or could reasonably be expected to arise a
conflict of interest which, under applicable principles of
legal ethics, could reasonably be expected to prohibit a
single legal counsel from representing both the Indemnified
Party and the Indemnifying Party in such Proceeding; and

(c) the Indemnifying Party must obtain the prior written
consent of the Indemnified Party (which the Indemnified Party will
not unreasonably withhold) prior to entering into any settlement,
compromise or consent to entry of judgment, of any such claim or
Proceeding or ceasing to defend any such claim or Proceeding, unless
the proposed settlement, compromise or judgment involves only the
payment of money damages by the Indemnifying Parties and does not
impose an injunction or other equitable relief upon the Indemnified
Party.

(iv) Control of Defense in Other Situations. In the event that
the Indemnifying Party is not entitled to assume control of the defense
of a particular claim (or is so entitled but does not do so), the
Indemnified Party shall be entitled to control the defense of such claim,
and the Indemnifying Party will pay the reasonable fees and expenses of
legal counsel retained by the Indemnified Party for such purpose. The
Indemnifying Party will be entitled to participate in the defense of such
claim and to employ counsel of its choice for such purpose at its own
expense. The Indemnified Party must obtain the prior written consent of
the Indemnifying Party (which the Indemnifying Party will not
unreasonably withhold) prior to entering into any settlement, compromise
or consent to entry of judgment, of such claim or Proceeding or ceasing
to defend such claim or Proceeding.

6E. FORM OF INDEMNIFICATION PAYMENTS.

(i) Any indemnification of Losses hereunder made by any LMS
Shareholders shall be payable, at such LMS Shareholder's option, by such
LMS Shareholder's delivery to

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<PAGE> 21

the SLC Indemnitees of either cash or shares of SLC Common Stock. In the
event an LMS Shareholder desires to make indemnification for a Loss
hereunder in shares of SLC Common Stock, the value of a share of SLC
Common Stock so delivered shall be deemed to be the lesser of (i)
$22.4375 (as proportionately adjusted for all stock splits, stock
dividends and other recapitalizations affecting the SLC Common Stock
after the date hereof) and (ii) the average of the closing trading prices
of the SLC Common Stock on the New York Stock Exchange Composite Tape on
the 20 trading days immediately preceding the date of such LMS
Shareholder's delivery of SLC Common Stock under this paragraph (such
average to be adjusted as appropriate to reflect any stock splits, stock
dividends, extraordinary dividends, recapitalizations, reclassifications
or other like transactions during such 20 trading days).

(ii) Any indemnification of Losses hereunder made by SLC
shall be payable by SLC's delivery to the LMS Indemnitees of shares of
SLC Common Stock. The value of a share of SLC Common Stock so delivered
shall be deemed to be the average of the closing trading prices of the SLC
Common Stock on the New York Stock Exchange Composite Tape on the 20
trading days immediately preceding the date of SLC's delivery of SLC
Common Stock under this paragraph (such average to be adjusted as
appropriate to reflect any stock splits, stock dividends, extraordinary
dividends, recapitalizations, reclassifications or other like transactions
during such 20 trading days).

SECTION 7. CONDITIONS TO THE CLOSING.

7A. CONDITIONS OF SLC'S OBLIGATION. SLC's obligation to effect
the Acquisition at the Closing is subject to the satisfaction as of the Closing
of the following conditions precedent:

(i) Proceedings. There shall not be in effect any judgment,
order, decree, injunction or ruling preventing or prohibiting the
consummation of the Acquisition or any other transaction pursuant to the
Transaction Documents that would reasonably be expected to deprive SLC of
a material benefit to be derived from the transactions contemplated by
the Transaction Documents.

(ii) Consents. The consents, approvals and authorizations
listed on the Consents Schedule and any other consents, approvals and
authorizations required in order for the LMS Parties to consummate the
transactions contemplated by this Agreement will have been duly made or
obtained; provided that if the LMS Parties are unable to obtain a
consent, approval or authorization necessary to release LMS from any
liability, the LMS Parties may provide collateral security or

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<PAGE> 22
other assurances (such as an irrevocable letter of credit) adequate to
fully protect SLC and its affiliates (the adequacy of such collateral or
other assurances to be determined by SLC in its reasonable judgment) from
the amount of any Loss which SLC reasonably expects that it or its
Affiliates may suffer, sustain or become subject to, as a result of,
arising out of or caused by the failure to obtain such consent, approval
or authorization, and the provision of such collateral security or
other assurances determined by SLC to be so adequate shall be deemed to
satisfy this condition.

(iii) HSR Act. All filings required by the HSR Act in
connection with the Acquisition will have been made, and any waiting
period required by the HSR Act in connection with the Acquisition will
have expired or been terminated.

(iv) Disposition. The Disposition (as defined in Section 8D)
shall have been completed substantially in accordance with Section 8D;
provided that for this purpose, a liability or obligation will be deemed
to have been satisfied upon the provision of collateral security or other
assurances determined by SLC in its reasonable judgment to be adequate
under paragraph (ii) above.

Any condition set forth in this Section 7A may be waived only in a writing
executed by SLC.

7B. CONDITIONS OF THE LMS SHAREHOLDERS' OBLIGATION. The LMS
Shareholders' obligation to effect the Acquisition at the Closing is subject to
the satisfaction as of the Closing of the following conditions precedent:

(i) Proceedings. There shall not be in effect any judgment,
order, decree, injunction or ruling preventing or prohibiting the
consummation of the Acquisition or any other transaction pursuant to the
Transaction Documents that would reasonably be expected to deprive the
LMS Shareholders of a material benefit to be derived from the
transactions contemplated by the Transaction Documents.

(ii) HSR Act. All filings required by the HSR Act in
connection with the Acquisition will have been made, and any waiting
period required by the HSR Act in connection with the Acquisition will
have expired or been terminated.

Any condition set forth in this Section 7B may be waived only in a writing
executed by the LMS Shareholders.

7C. NO OTHER CONDITIONS. There are no conditions to the Parties'
obligations to effect the Closing except for the obligations expressly set
forth in Section 1 and the conditions

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<PAGE> 23

expressly set forth in Sections 7A and 7B. However, if a Party is in breach of
any representation, warranty, covenant or agreement, it shall be liable for
such breach, and remain liable after the Closing for such breach, under Section
6 hereof notwithstanding the other Party's obligation to effect the Closing.

SECTION 8. OTHER COVENANTS.

8A. HSR; SATISFACTION OF CLOSING CONDITIONS. The SLC and the LMS
Shareholders have filed with the United States Federal Trade Commission (the
"FTC") and the Antitrust Division of the United States Department of Justice
(the "DOJ") a Notification with respect to the transactions contemplated by
this Agreement. SLC and the LMS Shareholders each will promptly supply (or
cause to be supplied) any additional materials and information which reasonably
may be required or requested by the FTC or the DOJ. SLC and the LMS
Shareholders each will take (or cause to be taken) all such actions and will
file and use all commercially reasonable efforts to have declared effective or
approved, all documents and notifications with any governmental or regulatory
bodies, as may be necessary or may reasonably be requested under federal
antitrust laws for the consummation of the transactions contemplated by this
Agreement; provided that the SLC Parties shall not be required to divest any
portion of their existing businesses or agree to any restrictions on the
conduct of their existing or future businesses in order to obtain antitrust
clearance (other than divestitures and restrictions that are immaterial to both
the Partnership and also SLC's other foodservice businesses and investments, as
reasonably determined by SLC in good faith). Each Party shall have the
opportunity to participate fully in any discussions with or presentations to
the FTC, the DOJ and other governmental or regulatory bodies with regard to
antitrust matters or other matters requiring governmental or regulatory
approval or clearance. In addition, each of SLC and the LMS Shareholders will
take (or cause to be taken) all actions, and do or cause to be done all things,
which are necessary, proper or advisable to cause the conditions set forth in
Sections 7A and 7B above to be fully satisfied, and will consummate and make
effective as promptly as practicable the transactions contemplated by the
Transaction Documents, including using all commercially reasonable efforts to
obtain the consents, approvals and authorizations listed on the Consents
Schedule.

8B. OPERATION OF BUSINESS.

(i) Until the expiration or other termination of all
applicable waiting periods (and any extensions thereof) with respect to
the transactions contemplated by this Agreement under the HSR Act, the
LMS Shareholders covenant and agree that, except as SLC may agree
otherwise in writing, or as otherwise expressly contemplated or permitted
by the

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<PAGE> 24

Transaction Documents (including, whether or not expressly stated, to the
extent necessary to satisfy the conditions to Closing set forth in
Section 7A above), the LMS Shareholders will cause LMS, LMS GP, LMS LP
and the Partnership to conduct their business and the Business in, and
the LMS Shareholders will cause LMS, LMS GP and LMS LP to not take any
action with respect to their business and the Business other than in, the
ordinary course, and in accordance with all Legal Requirements and LMS's,
LMS GP's, LMS LP's and the Partnership's past custom and practice;
provided that LMS may, if it so elects, cause there to be a merger or
other combination of LMS GP with LMS LP.

(ii) Without limiting the Partnership's rights under Section
8N, the LMS Shareholders may change the names of LMS, LMS GP and LMS LP
to eliminate therefrom the "Sandler" name.

(iii) From and after the date of this Agreement (but except
during such times when the provisions of Article II of the Partnership
Amendment are in effect), each of LMS GP and PYA GP shall take action on
behalf of the Partnership in its capacity as a general partner only with
the approval of the Management Committee, and will cause the business and
affairs of the Partnership to be conducted by the Management Committee
established under the Partnership Agreement and by the executive officers
of the Partnership.

(iv) Prior to the Disposition, LMS GP and PYA GP shall cause
the Partnership to make distributions (pro rata to each of its partners)
in an amount equal to the Tax Distribution Amount. Not less than five
business days prior to the Disposition, LMS shall provide written notice
to the Partnership setting forth a detailed calculation of the Tax
Distribution Amount (which will be subject to review by the Partnership
and PYA GP).

8C. WASHINGTON BEEF SHARES. If the LMS Shareholders provide
written notice to SLC on or prior to December 1, 1994, the Partnership will
distribute to the LMS Subsidiaries prior to the Disposition (as defined below)
all of the outstanding shares of capital stock (the "Washington Beef Shares")
of Kolker Brothers Inc. T/A Washington Beef Co., a corporation owned by the
Partnership ("Washington Beef"), in which case the Washington Beef Shares shall
be disposed of by LMS and the LMS Subsidiaries prior to the Closing. Prior to
the distribution to the LMS Subsidiaries of the Washington Beef Shares, (i)
Washington Beef shall have conveyed to the Partnership all of its cash and
accounts receivable and other tangible and intangible assets necessary or
useful in the business of the Partnership (the "Transferred Assets") including,

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<PAGE> 25

without limitation, the right to the use of the name "Washington Beef" and (ii)
the Partnership will relieve Washington Beef of all of its liabilities to the
Partnership secured by any of the Transferred Assets and shall assume all trade
payables of Washington Beef to third parties. In connection with the
foregoing, the Partnership shall distribute to the LMS Subsidiaries all of its
interest as a creditor in debt of Washington Beef that (A) was issued by
Washington Beef in connection with its acquisition by the Partnership or (B)
was outstanding prior to the consummation of the bankruptcy reorganization of
Washington Beef pursuant to Chapter 11, Title 11 of the United States Code
approved by the United States Bankruptcy Court on August 5, 1992.

8D. DISPOSITION OF NON-PARTNERSHIP RELATED ASSETS. Prior to the
Closing, the LMS Shareholders shall take, or cause to be taken, whatever action
is necessary or desirable in order for the representations and warranties
contained in Section 4D (Absence of Liabilities) and Section 4E (Absence of
Assets) above to be true and correct in all respects as of the Closing (the
"Disposition"). The Disposition shall include (a) distributing or otherwise
disposing of currently outstanding debt owed by the Partnership to the LMS
Subsidiaries in respect of tax distributions for the fiscal year ended June 30,
1992 (the "1992 Notes") and (b) causing the assumption or payment by Persons
other than LMS, the LMS Subsidiaries or the Partnership of (i) all liabilities
and expenses incurred by LMS and the LMS Subsidiaries in connection with the
Disposition, including any tax liabilities resulting from the Disposition and
(ii) all liabilities which may exist under that certain Indemnification
Agreement, dated as of August 5, 1989, by and between LMS and the Partnership
attached hereto as Exhibit B. Responsibility for the following items shall be
retained by LMS or the LMS Subsidiaries (as applicable): (a) currently
outstanding debt owed by LMS to LMS GP in the principal amount of $2.2 million
(the "LMS Debts"), and (b) any income tax (including franchise and similar tax)
liabilities of LMS and the LMS Subsidiaries attributable to the income of the
Partnership for any period (or portion thereof) beginning after the end of the
fiscal year ended June 30, 1994. At or prior to the Closing, the Partnership
shall pay the 1992 Notes, plus any accrued but unpaid interest thereon.

8E. EXCLUSIVITY. Each of the LMS Shareholders agrees not to (and
will not permit any Affiliate, employee, officer, director, shareholder, agent
or other person acting on its or any of their behalf to) sell or agree to sell
to any other Person, negotiate or have any discussions with any other Person
concerning a possible sale of, or solicit or accept any offer to purchase from
any other Person, all or any part of the LMS Shares (or the Partnership or LMS'
direct or indirect interest in the Partnership), whether such transaction takes
the form of a sale of stock, merger, consolidation, sale of assets or
otherwise, or provide any information to any other Person concerning the

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<PAGE> 26

foregoing insofar as the LMS Shareholders have any reason to believe that the
information may be utilized to evaluate a possible acquisition. The LMS
Shareholders further agree to promptly notify SLC should they receive any such
inquiries from any other Person indicating or suggesting an interest in a
possible acquisition.

8F. NOTICE BY LMS SHAREHOLDERS. From the date of this Agreement
until the Closing, the LMS Shareholders promptly will notify SLC if any
representation and warranty of the LMS Shareholders set forth in this Agreement
was untrue when made or subsequently has become untrue.

8G. NOTICE BY SLC. From the date of this Agreement until the
Closing, SLC promptly will notify the LMS Shareholders if any representation
and warranty of SLC set forth in this Agreement was untrue when made or
subsequently has become untrue.

8H. TRANSACTION EXPENSES. SLC will be responsible for all costs
and expenses incurred by the SLC Parties in connection with the negotiation,
preparation and entry into the Transaction Documents and the consummation of
the transactions to be consummated pursuant to the Transaction Documents. The
LMS Shareholders will pay all costs and expenses incurred by the LMS Parties in
connection with the negotiation, preparation and entry into the Transaction
Documents and the consummation of the transactions to be consummated pursuant
to the Transaction Documents. The Parties specifically agree that neither LMS
nor LMS GP nor LMS LP nor the Partnership shall pay any of the fees, costs or
other expenses referred to in the preceding sentence. No costs or expense
incurred in connection with the negotiation, preparation and entry into the
Transaction Documents and the consummation of the transactions to be
consummated pursuant to the Transaction Documents shall be paid by the
Partnership unless SLC and the LMS Shareholders so agree in writing.

8I. TAX TREATMENT. The Parties intend the Acquisition to qualify
as a tax-free reorganization described in section 368(a)(1)(B) of the Code.
SLC agrees that from and after the date hereof and until the second anniversary
of the Closing, it shall not take or cause (or cause LMS or any Affiliate of
SLC or LMS to take or cause) any of the actions described in clauses (i)
through (vi) of Section 3E (the "Prohibited Actions"), unless SLC provides the
LMS Shareholders (at least five days in advance of the proposed action) with an
opinion of a nationally recognized law firm with expertise in federal income
tax law matters (a "Tax Opinion"), addressed to and in form and substance
reasonably acceptable to the LMS Shareholders (but based on customary officers'
certificates), that such actions will not cause the Acquisition to fail to so
qualify. In the event that SLC is unable or unwilling to furnish the LMS
Shareholders with such a reasonably acceptable Tax Opinion prior to such
five-day period, SLC may nonetheless proceed with the

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<PAGE> 27

action or transaction in question if SLC notifies the LMS Shareholders of such
action in reasonable detail and indemnifies the LMS Shareholders pursuant to
Section 6C above against any tax-related Losses they may incur as a result
thereof. SLC will report the Acquisition as a reorganization described in
Section 368(a)(1)(B) of the Code and, upon the request of the LMS Shareholders,
will report the Disposition as a transaction described in Sections 355 and
368(a)(1)(D) of the Code, for all tax, financial statement and other purposes
and shall not take any position inconsistent with such reporting.

8J. FURTHER ASSURANCES. From and after the Closing, each of SLC
and the LMS Shareholders will, and will cause its Affiliates to, execute all
documents and take any other action which it is reasonably requested to execute
or take to further effectuate the transactions contemplated by the Transaction
Documents.

8K. ANNOUNCEMENTS. Except to the extent necessary or advisable
pursuant to federal or state securities laws or stock exchange regulations (as
determined by SLC in good faith), prior to the Closing, SLC will not, and will
cause its Affiliates to not, make any public announcement of or regarding the
transactions contemplated by this Agreement. In the event that SLC so
determines that a public announcement is necessary or advisable, it shall
advise the LMS Shareholders a reasonable time in advance of making such
announcement. The LMS Shareholders will not, and will cause its Affiliates to
not, make any public announcement of or regarding the transactions contemplated
by this Agreement.

8L. TRANSFER OF RESTRICTED SECURITIES.

(i) General Provisions. Restricted Securities are
transferable only pursuant to (a) public offerings registered under the
Securities Act, (b) Rule 145 and/or Rule 144 of the Securities and
Exchange Commission (or any similar rule or rules then in force) and (c)
subject to the conditions specified in Section 8L(ii) below, any other
legally available means of transfer. "Restricted Securities" means (A)
any SLC Shares issued pursuant to the Acquisition and (B) any securities
issued with respect to the securities referred to in clause (A) above by
way of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other
reorganization. As to any particular Restricted Securities, such
securities shall cease to be Restricted Securities when they have (1)
been effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them, (2) been
distributed to the public through a broker, dealer or market maker
pursuant to Rule 145 and/or Rule 144 (or any similar provisions then in
force)

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<PAGE> 28

under the Securities Act or become eligible for sale pursuant to Rule
144(k) (or any similar provision then in force) under the Securities Act
or (3) been otherwise transferred and new certificates for them not
bearing the Securities Act legend set forth in Section 8L(iii) below have
been delivered by SLC in accordance with Section 8L(ii) below. Whenever
any particular securities cease to be Restricted Securities, the holder
thereof shall be entitled to receive from SLC, without expense, new
securities of like tenor not bearing a Securities Act legend of the
character set forth in Section 8L(iii) below.

(ii) Opinion Delivery. In connection with the transfer of any
Restricted Securities (other than a transfer described in clauses (a) or
(b) of Section 8L(i) above), the holder thereof shall deliver written
notice to SLC describing in reasonable detail the transfer or proposed
transfer, together with an opinion of counsel which (to SLC's reasonable
satisfaction) is knowledgeable in securities law matters to the effect
that such transfer of Restricted Securities may be effected without
registration of such Restricted Securities under the Securities Act. In
addition, if the holder of the Restricted Securities delivers to SLC an
opinion of such counsel that no subsequent transfer of such Restricted
Securities shall require registration under the Securities Act, SLC shall
promptly upon such contemplated transfer deliver new certificates for
such Restricted Securities which do not bear the Securities Act legend
set forth in Section 8L(iii) below. If SLC is not required to deliver
new certificates for such Restricted Securities not bearing such legend,
the holder thereof shall not transfer the same until the prospective
transferee has confirmed to SLC in writing its agreement to be bound by
the conditions contained in this Section 8L.

(iii) Legend. Each certificate or instrument representing
Restricted Securities shall be imprinted with an appropriate legend

8M. PRE-CLOSING TERMINATION OF CERTAIN AFFILIATE AGREEMENTS. Upon
the written request of SLC at any time on or after the date of this Agreement,
the LMS Parties shall cause any or all Affiliate Agreements to which the
Partnership is a party to be terminated without cost or obligation to the
Partnership. Subject to Section 10M(iii), the LMS Parties have no obligation
to terminate the Leases and the Leases may be terminated only in accordance
with their terms. At or prior to the Closing, the LMS Parties shall cause all
Affiliate Agreements then in effect (other than (i) the Leases, which, subject
to Section 10M(iii), may be terminated only in accordance with their terms, and
(ii) such other Affiliate Agreements to which the Partnership is a party as SLC
so

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<PAGE> 29

requests) to be terminated without cost or obligation to LMS, the LMS
Subsidiaries or the Partnership.

8N. USE OF SANDLER NAME. Following the Closing, the Partnership
shall phase out its commercial use of the "Sandler" name, and the Partnership
shall use its best efforts to cease all use of the "Sandler" name within four
years following the date of this Agreement. The LMS Shareholders shall not
(and shall not permit their Affiliates to) (i) use commercially, (ii) license
the commercial use of or (iii) sell for use the "Sandler" name in connection
with the food service business, in each case at any time within ten years
following the date of this Agreement.

8O. BANK DEBT. The portion of the Partnership's bank debt
currently held by LMS shall be paid by the Partnership or directly or
indirectly acquired by SLC at or prior to Closing, unless such transactions
cannot be consummated under the terms of the Partnership's Credit Agreement.
In the event that such transactions cannot be so consummated, the Parties will
develop an alternative means of cashing out LMS's position in the bank debt on
as expeditious a basis as is commercially reasonable.

8P. OTHER ACTIONS.

(i) On the date of this Agreement, LMS GP and each of James
Carlson and Mac Pearce (the "Executives") will enter into employment
agreements in the form attached as Exhibit C to this Agreement (the
"Employment Agreements"), which Employment Agreements shall
automatically become effective on the HSR Date. In addition, the
following arrangements shall automatically become effective on the
HSR Date: (a) James Carlson shall be appointed as the Partnership's
Chairman and Mac Pearce shall be appointed as the Partnership's
President and Chief Operating Officer and (b) Steven Sandler and
Arthur Sandler shall be appointed as Vice Presidents of the
Partnership (and Steven Sandler shall resign from his current
position as Chairman of the Partnership and Arthur Sandler shall
resign from his current position as President and Chief Operating
Officer of the Partnership). In their new capacities as Vice
Presidents, Steven Sandler and Arthur Sandler shall report to James
Carlson and shall have such Partnership duties, responsibilities and
authority as James Carlson shall designate from time to time, such
duties to be performed on terms and conditions mutually agreeable to
Steven Sandler, Arthur Sandler and James Carlson (but they shall not
be removed as Vice Presidents prior to the Closing). In their
capacity as Vice Presidents of the Partnership, Steven Sandler and
Arthur Sandler shall not be entitled to any compensation other than
their compensation as employees of LMS GP. In the event that James
Carlson ceases to be employed by LMS GP as its Chief Executive
Officer for any reason, Mac Pearce shall

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<PAGE> 30

automatically and immediately assume the position of Chief Executive
Officer of LMS GP and shall automatically and immediately become a Sandler
Committee Member (and his Employment Agreement shall be deemed to have been
automatically amended to reflect the foregoing). If Mac Pearce or any
other individual (other than James Carlson) then serving as the Chief
Executive Officer or President of LMS GP shall cease for any reason to be
employed as LMS GP's Chief Executive Officer or President, SLC will
promptly provide LMS GP with a list of at least four individuals (each of
whom shall have at least three years of experience in the foodservice
distribution business) and within 24 hours of being provided with such
list, LMS GP shall appoint one of such individuals as its Chief Executive
Officer and a Sandler Committee Member or as its President (as the case may
be); provided that such individual executes an Employment Agreement; and
provided further that if LMS GP does not make such a selection within the
prescribed time period, the first name on such list shall conclusively be
presumed to have been so appointed as CEO and Sandler Committee Member or
as President, depending on the position to be filled (or, if both such
positions are being filled, the first name shall be appointed as CEO and
Sandler Committee Member and the second name shall be appointed as
President).

(ii) On the date of this Agreement, PYA GP, PYA LP and the LMS
Subsidiaries will execute and deliver the amendment to the Partnership
Agreement attached as Exhibit D hereto (the "Partnership Amendment").

(iii) On the date of this Agreement, the LMS Shareholders shall
cause LMS GP to amend its bylaws so as to, among other things, (A) provide
that the President of LMS GP need not be a director of LMS GP, (B) create
the office of Chief Executive Officer of LMS GP and (C) modify Section 4.2
thereof to reflect the terms of the Employment Agreements.

8Q. CERTAIN DELIVERIES AT CLOSING. At Closing, the LMS
Shareholders shall deliver to SLC all existing minute books, stock transfer
records, corporate seals and other materials relating to LMS's, LMS GP's and
LMS LP's respective corporate administration which are in the possession of the
LMS Shareholders or any Affiliate of the LMS Shareholders.

8R. ANTIDILUTION PROVISION.

(i) If SLC, at any time after the date hereof and prior to the
Closing, shall subdivide or combine the SLC Common Stock or take a record
of holders of SLC Common Stock for the purpose of so subdividing or
combining the SLC Common Stock, the number of SLC Shares issuable to the
LMS

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<PAGE> 31

Shareholders pursuant to Section 1B shall be proportionately increased
or reduced, as the case may be.

(ii) If SLC, at any time after the date hereof and prior to the
Closing, shall (A) pay a dividend in, or make any other distribution to its
stockholders of, SLC Common Stock or (B) make a distribution of any other
property to the holders of SLC Common Stock as a dividend or by way of
return of capital or otherwise (other than regular quarterly dividends, as
the same may be increased from time to time), the LMS Shareholders shall be
entitled to receive on the Closing Date, in addition to the SLC Shares
issuable to the LMS Shareholders pursuant to Section 1B, after giving
effect to the provisions of paragraph (i) above, an aggregate number of
shares of SLC Common Stock equal to (x) the aggregate number of shares of
SLC Common Stock that the LMS Shareholders would have been entitled to
receive by reason of such dividend or other distribution described in
clause (A) above had the LMS Shareholders been the holders of record of the
SLC Shares on the record date for such dividend or other distribution or
(y) an aggregate number of shares of SLC Common Stock the aggregate Market
Price of which is equal to the aggregate fair market value (as determined
in good faith by the Board of Directors of SLC) of the property that the
LMS Shareholders would have been entitled to receive by reason of such
distribution described in clause (B) above had the LMS Shareholders been
the holders of record of the SLC Shares on the record date for such
distribution.

(iii) If SLC, at any time prior to the Closing, effects a
recapitalization, reorganization or reclassification, or is party to any
consolidation or merger, and the failure to adjust the number of shares of
SLC Common Stock issuable to the LMS Shareholders pursuant to this
Agreement would not fairly protect the rights of the LMS Shareholders to
acquire SLC Common Stock under this Agreement in accordance with the
essential intent and principle of Section 1B and this Section 8S, then the
number of shares of SLC Common Stock issuable to the LMS Shareholders
hereunder shall be adjusted in such manner and at such time as the Board of
Directors of SLC may in good faith determine to be equitable in the
circumstances.

For the purposes of this Section 8R, "Market Price" means, with respect to one
share of SLC Common Stock, the average of the closing trading price of SLC
Common Stock on the New York Stock Exchange Composite Tape on the 20 trading
days ending on the fifth business day prior to the date of determination (such
average to be adjusted as appropriate to reflect any stock splits, stock
dividends, extraordinary dividends, recapitalizations, reclassifications or
other like transactions during such 20 trading

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<PAGE> 32

days).

8S. REGISTRATION OF SLC SHARES.

(i) S-4 Registration Statement. The LMS Shareholders may
elect by written notice given to SLC no later than December 1, 1994 that
SLC prepare and file (in which case SLC will prepare and file), as promptly
as practicable following its receipt of all of the information to be
provided to it pursuant to the immediately following sentence, with the
Securities and Exchange Commission (the "SEC") a registration statement on
Form S-4 (the "Registration Statement") covering the issuance of the SLC
Shares in the Acquisition. In the case of such election, the LMS
Shareholders shall use reasonable best efforts to provide SLC, on or prior
to January 2, 1995, with all information concerning the LMS Parties which
is required under applicable SEC rules and regulations to be disclosed in
the Registration Statement. On and after such date, the LMS Shareholders
shall promptly provide SLC with such additional or updated information as
is necessary or desirable in connection with the preparation, filing or SEC
clearance of the Registration Statement. Each of the LMS Shareholders, on
the one hand, and SLC, on the other hand, hereby represents and warrants
that none of the information supplied or to be supplied by it for inclusion
or incorporation by reference in the Registration Statement shall, at the
time the Registration Statement is filed with the SEC and at the time it
becomes effective under the Securities Act, contain any untrue statement of
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading. SLC
shall use reasonable best efforts to cause the Registration Statement to be
declared effective on or prior to the Closing Date, it being understood
that the failure of the Registration Statement to be declared effective on
or prior to such date because of the LMS Shareholders' failure to provide
information to SLC on a timely basis shall not constitute a breach of, or
the failure to perform or satisfy, any covenant by SLC. If,
notwithstanding SLC's reasonable best efforts, the Registration Statement
is not declared effective on or prior to the Closing Date because the LMS
Shareholders elected to accelerate the Closing Date under Section 1D, such
failure to be declared effective shall not constitute a breach of, or the
failure to perform or satisfy, any covenant of SLC. In addition, SLC shall
not be required to agree to any amendment, modification or recission of any
of the Transaction Documents in connection with the SEC clearance of the
Registration Statement. Before filing the Registration Statement or any
amendment thereto, SLC will furnish to counsel selected by the LMS
Shareholders copies of all such documents proposed to be filed, which
documents will be

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<PAGE> 33

subject to the review of such counsel before any such filing is made, and
SLC will comply with any reasonable request by such counsel to make changes
in any information contained in such documents relating to LMS or the LMS
Shareholders.

(ii) Cost and Expenses of Registration. SLC agrees to bear
all costs and expenses incurred by it in connection with the Registration
Statement, including filing fees, printing expenses, and the fees and
disbursements of counsel and of independent public accountants and other
experts of SLC. It is expressly acknowledged that the costs and expenses
to be borne by SLC shall exclude commissions and expenses, brokerage fees,
transfer taxes applicable to the registration and sale of the SLC Shares
and the fees and disbursements of counsel to and any accountants or other
experts for LMS or the LMS Shareholders.

8T. LISTING OF SLC SHARES. SLC will use commercially reasonable
efforts to cause the SLC Shares to be issued pursuant to this Agreement to be
listed for trading on the New York Stock Exchange prior to the Closing Date.

8U. TAX RESPONSIBILITY.

(i) The LMS Shareholders shall file, or cause to be filed, on or
before the Closing Date all tax returns relating to the business or assets
of LMS and the LMS Subsidiaries required to be filed on or before the
Closing Date.

(ii) SLC shall file, or cause to be filed, all tax returns
relating to the business or assets of LMS and the LMS Subsidiaries required
to be filed after the Closing Date. With respect to any tax return
described in the preceding sentence which relates to a period ending before
or including the Closing Date (a "Straddle Return"), SLC shall provide the
LMS Shareholders with a copy of such return in draft form (a "Draft
Return") and a statement certifying the amount of tax shown on such return
for which the LMS Shareholders are responsible pursuant to Section 6B,
together with appropriate supporting information and schedules, at least 30
business days prior to the due date for the filing of such return. The LMS
Shareholders shall have the right at their own expense to review all Draft
Returns and any work papers and procedures used to prepare such returns.
The LMS Shareholders, within 15 business days after delivery to them of a
Draft Return, shall notify SLC in writing of any revisions to such return
(which revisions shall relate principally to the determination of the
amount of tax (i) shown on such return for which the LMS Shareholders would
be responsible pursuant to Section 6B or (ii) for which the LMS
Shareholders are responsible directly as a result of the transactions
contemplated by this Agreement

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<PAGE> 34

including, without limitation, the Disposition) proposed by the LMS
Shareholders. The Straddle Returns shall incorporate the revision or
revisions to the Draft Returns requested by the LMS Shareholders unless SLC
believes, in good faith, that such revision or revisions are not permitted
by law; provided that the Straddle Returns shall incorporate such revision
or revisions in any event if the LMS Shareholders shall have provided an
opinion of Debevoise & Plimpton or other law firm of national standing to
the effect that there is a reasonable basis for such revision or revisions
and shall have agreed in writing to indemnify SLC against any tax-related
Losses resulting from such revision or revisions.

(iii) SLC and the LMS Shareholders shall cooperate, and SLC shall
cause LMS and the LMS Subsidiaries to cooperate with the LMS Shareholders,
with respect to the preparation and filing of any tax return for which the
other is responsible pursuant to this Section 8U as described in Section 5.
SLC shall notify the LMS Shareholders in writing within ten business days
from its receipt of notice of any pending or threatened tax audits or
assessments of LMS or either of the LMS Subsidiaries that may affect the
tax liabilities of the LMS Shareholders for taxable periods ending on or
prior to or including the Closing Date. Except as provided in Section
6D(iii), the LMS Shareholders shall have the right to represent the
interests of LMS and the Subsidiaries in any tax audit or administrative or
court proceeding to the extent relating to (A) taxes for which the LMS
Shareholders are responsible pursuant to Section 6B or (B) taxes for which
the LMS Shareholders may be liable in their capacity as shareholders of
LMS, and to employ counsel of their choice at their expense, provided that
the LMS Shareholders shall give notice to SLC with respect to any issue
relating to such audit or proceeding that could have a material adverse
effect on SLC, LMS or its Subsidiaries, with respect to which issue the LMS
Shareholders and SLC, each at its own expense, shall jointly have the right
to represent the interests of LMS and its Subsidiaries. SLC and the LMS
Shareholders shall cooperate, and SLC shall cause LMS and its Subsidiaries
to cooperate with the LMS Shareholders, with respect to any tax audit or
administrative or court proceeding relating to taxes referred to in this
paragraph (iii) as described in Section 5. Such cooperation shall include
providing all relevant information available to the LMS Shareholders or SLC
(through LMS or otherwise), as the case may be, with respect to any such
audit or proceeding and making personnel available at and for reasonable
times, provided that the foregoing shall be done in a manner so as not to
interfere unreasonably with the conduct of the business of the Parties.

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<PAGE> 35

(iv) Any failure by SLC or the LMS Shareholders to provide the
notices or other materials contemplated in this Section 8U will not relieve
the other Party from any obligations under this Agreement, except to the
extent that such failure actually harms such other Party.

8V. CONDUCT OF BUSINESS ON CLOSING DATE. Notwithstanding any
other provision of this Agreement, SLC shall be responsible for, and the LMS
Shareholders shall not bear, and shall be saved and held harmless by SLC from
and against any taxes (including interest, penalties and additions thereto)
that arise due to the failure, following the Closing, of SLC to cause LMS and
the LMS Subsidiaries to carry out their business on the Closing Date in the
ordinary course and in substantially the same manner as heretofore conducted.

8W. BENEFIT PLANS. Prior to the Closing, the Partnership shall,
and the Parties shall cause the Partnership to, (i) adopt an amendment to the
five Consolidated Foodservice Companies Limited Partnership Retirement and
Disability Plans (one plan for each division) in the form attached hereto as
Exhibit E, and (ii) forward a notice of such amendments (which notice shall be
prepared by the LMS Shareholders) to each Person set forth on a list of plan
participants prepared by the LMS Shareholders and provided to the Partnership.
Steven B. Sandler and Arthur B. Sandler jointly and severally represent and
warrant to SLC that the actions described in the preceding sentence (A) will
comply with all Legal Requirements including, without limitation, the Employee
Retirement Income Security Act of 1974, as amended and (B) will not subject
the Partnership to any liability or obligation (under any Legal Requirement or
otherwise) except obligations to make distributions to participants upon
termination of employment under such amendments.

8X. NO IMPAIRMENT OF CURRENT INDEMNIFICATION RIGHTS. Following
the date hereof, Arthur Sandler and Steven Sandler and each other Person
entitled to indemnification pursuant to Section 6.11 of the Partnership
Agreement as such section is in effect on the date of this Agreement shall
retain their rights pursuant to Section 6.11 of the Partnership Agreement as
such section is in effect on the date of this Agreement.

SECTION 9. DEFINITIONS.

9A. ADDITIONAL DEFINED TERMS. For the purposes of this
Agreement, the following terms have the meanings set forth below:

"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under

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<PAGE> 36

common control with such first Person within the meaning of the Securities
Exchange Act.

"Affiliate Agreement" means any contract, agreement or arrangement
between LMS, the LMS Subsidiaries or the Partnership, on the one hand, and the
LMS Shareholders or any Affiliate of any of the LMS Shareholders (other than
LMS, the LMS Subsidiaries or the Partnership), on the other hand.

"Business" means the business of the Partnership as of the date of
this Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

"Contribution Agreement" means the Capital Contribution Agreement,
dated as of July 25, 1989, by and among PYA, FFI, PYA GP, PYA LP, LMS, LMS GP,
LMS LP, SLC and the Partnership.

"Environmental and Safety Requirements" means all federal, state,
local and foreign statutes, regulations, ordinances and similar provisions
having the force or effect of law, all judicial and administrative orders, all
contractual obligations and all common law concerning public health and safety,
worker health and safety, and pollution or protection of the environment,
including without limitation all those relating to the presence, use,
production, generation, handling, transport, treatment, storage, disposal,
distribution, labeling, testing, processing, discharge, release, threatened
release, control, or cleanup of any hazardous or otherwise regulated materials,
substances or wastes, chemical substances or mixtures, pesticides, pollutants,
contaminants, toxic chemicals, petroleum products or byproducts, asbestos,
polychlorinated biphenyls, or radiation.

"GAAP" means United States generally accepted accounting principles as
in effect from time to time.

"Government Entity" means the United States of America or any state or
other political subdivision thereof, or any entity exercising executive,
legislative, judicial, regulatory or administrative functions of government.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

"HSR Date" means the date on which the waiting period under the HSR
Act for the transactions contemplated hereby expires (which expiration is
scheduled to occur on October 12, 1994).

"Leases" means (i) the Indenture of Lease made as of August 5, 1989
between LMS and the Partnership covering the

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<PAGE> 37

premises as shown on Exhibit F hereto, (ii) the Indenture of Lease made as of
January 1, 1993 between LMS and the Partnership covering the premises as shown
on Exhibit G hereto, and (iii) the lease covering the warehouse and office
facilities located at 900-910 Cooke Avenue, Norfolk, Virginia.

"Legal Requirement" means any requirement arising under any action,
law, treaty, rule or regulation, determination or direction of an arbitrator or
Government Entity, including any Environmental and Safety Requirement.

"Lien" means any mortgage, pledge, security interest, encumbrance,
charge, lien, restriction or adverse claim (other than restrictions on transfer
imposed by applicable securities laws).

"Loss" means, with respect to any Person, any diminution in value,
consequential or other damage, liability, demand, claim, action, cause of
action, cost, damage, deficiency, tax, penalty, fine or other loss or expense,
whether or not arising out of a third party claim, including all interest,
penalties, reasonable attorneys' fees and expenses and all amounts paid or
incurred in connection with any action, demand, proceeding, investigation or
claim by any third party (including any Government Entity) against or affecting
such Person and including the investigation, defense or settlement of any of
the foregoing, together with interest thereon from the date on which the Loss
to which the claim relates is suffered through and including the date on which
the total amount of the claim, including such interest, is recovered or
recouped pursuant to Section 6 above.

"Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of Consolidated Foodservice Companies Limited Partnership,
dated as of August 5, 1989, by and among LMS GP, LMS LP, PYA GP and PYA LP, as
amended.

"Person" means an individual, a partnership, a corporation, an
association, a limited liability company, a joint stock company, a trust, a
joint venture, an unincorporated organization and a Government Entity.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended.

"Securities Exchange Act" means the Securities Exchange Act of 1934,
as amended.

"SLC Affiliated Group" means SLC's affiliated group within the meaning
of section 1504 of the Code.

- 33 -
<PAGE> 38

"Tax Distribution Amount" means an amount such that the pro rata
portion thereof distributed to LMS GP and LMS LP will be sufficient to
reimburse such corporations for any payments (by such corporations or by LMS on
their behalf) of taxes (including estimated taxes) attributable to their
distributive shares of the taxable income of the Partnership (including, for
this purpose, taxes paid in respect of such income by a consolidated, combined
or unitary group of which any such partner is a member) for any period
beginning on or after July 1, 1994.

"Transaction Documents" means this Agreement, the Consulting
Agreements, the Employment Agreements, the Partnership Amendment and all other
agreements, instruments, certificates and other documents to be entered into or
delivered by any Party pursuant to or in connection with any of the foregoing.

9B. OTHER DEFINITIONAL PROVISIONS.

(i) Accounting Terms. Accounting terms which are not otherwise
defined in this Agreement have the meanings given to them under GAAP. To
the extent that the definition of any accounting term that is expressly
defined in this Agreement is inconsistent with the meaning of such term
under GAAP, the definition set forth in this Agreement will control.

(ii) "Hereof," etc. The "hereof," "herein" and "hereunder"
and terms of similar import will refer to this Agreement as a whole and not
to any particular provision of this Agreement. Section, clause, Schedule
and Exhibit references contained in this Agreement are references to
Sections, clauses, Schedules and Exhibits in or to this Agreement, unless
otherwise specified.

(iii) Number and Gender. Each defined term used in this
Agreement has a comparable meaning when used in its plural or singular
form. Each gender-specific term used in this Agreement has a comparable
meaning whether used in a masculine, feminine or gender-neutral form.

(iv) Including. Whenever the term "including" (whether or not
that term is followed by the phrase "but not limited to" or "without
limitation" or words of similar effect) is used in this Agreement in
connection with a listing of items within a particular classification, that
listing will be interpreted to be illustrative only and will not be
interpreted as a limitation on, or an exclusive listing of, the items
within that classification.

(v) Successor Laws. Any reference to any particular Code
section or any other law or regulation will be

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<PAGE> 39

interpreted to include any revision of or successor to that section
regardless of how it is numbered or classified.

SECTION 10. OTHER AGREEMENTS.

10A. TERMINATION. This Agreement may be terminated:

(i) at any time prior to the Closing by agreement of SLC and the
LMS Shareholders,

(ii) by SLC, at any time after September 30, 1995, if the
Closing shall not have occurred by reason of the failure of any condition
precedent under paragraphs (ii) or (iv) of Section 7A hereof (unless the
failure results primarily from an SLC Party itself breaching any
representation, warranty, or covenant contained in this Agreement),

(iii) by SLC, at any time after December 31, 1995, if the
Closing shall not have occurred by reason of the failure of any condition
precedent under paragraphs (i) or (iii) of Section 7A hereof (unless the
failure results primarily from an SLC Party itself breaching any
representation, warranty, or covenant contained in this Agreement),

(iv) by the LMS Shareholders, at any time after December 31, 1995,
if the Closing shall not have occurred by reason of the failure of any
condition precedent under Section 7B hereof (unless the failure results
primarily from an LMS Party itself breaching any representation, warranty,
or covenant contained in this Agreement).

Any termination of this Agreement pursuant to clause 10A(ii), (iii) or (iv)
will effected by written notice from the terminating Party to the others. Any
termination of this Agreement will not terminate the liability of any Party for
any breach or default of any representation, warranty, covenant or other
agreement set forth in any Transaction Document which exists at the time of
such termination.

10B. REMEDIES. No failure to exercise, and no delay in
exercising, any right, remedy, power or privilege under this Agreement by any
Party will operate as a waiver of such right, remedy, power or privilege, nor
will any single or partial exercise of any right, remedy, power or privilege
under this Agreement preclude any other or further exercise of such right,
remedy, power or privilege or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges provided pursuant to
this Agreement are cumulative and not exhaustive of any other rights, remedies,
powers and privileges which may be provided by law.

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<PAGE> 40

10C. CONSENT TO AMENDMENTS. No amendment, modification or
supplement of this Agreement will be binding upon any Party unless such
amendment, modification or supplement is set forth in writing and is executed
by such Party. No other course of dealing between or among any of the Parties
or any delay in exercising any rights pursuant to this Agreement will operate
as a waiver of any rights of any Party. In the event that the Proceedings
condition contained in Sections 7A(i) and 7B(i) or the HSR Act condition
contained in Sections 7A(iii) and 7B(ii) are not satisfied, both SLC and the
LMS Shareholders must waive the unsatisfied condition in order for the Closing
to occur. In the event that the Consents condition contained in Section 7A(ii)
or the Disposition condition contained in Section 7(a)(iv) is not satisfied,
SLC shall have the unilateral right to waive the unsatisfied condition and, if
SLC does so, then the LMS Shareholders shall be obligated to close.

10D. SUCCESSORS AND ASSIGNS. Except as otherwise expressly
provided in this Agreement, all covenants and agreements set forth in this
Agreement by or on behalf of the Parties will bind and inure to the benefit of
the respective successors and assigns of the Parties and their heirs and legal
representatives, whether so expressed or not, except that neither this
Agreement or any of the rights, interests or obligations hereunder may be
assigned by SLC or the LMS Shareholders without the other's prior written
consent. Notwithstanding the foregoing, any LMS Shareholder (the "LMS
Transferor") may transfer any LMS Shares or any SLC Shares acquired hereunder
(a) by will or under the laws of descent and distribution upon the death of LMS
Transferor, or (b) to any "Permitted Transferee" (as defined below) and any
such transferee shall be deemed to have been assigned the LMS Transferor's
rights and interests hereunder and to have assumed and become liable for the
LMS Transferor's liabilities and obligations hereunder; provided that in any
event, the LMS Transferor shall remain directly liable for all liabilities and
obligations hereunder. For the purposes of this Section 10D, the term
"Permitted Transferee" shall mean, with respect to an LMS Shareholder, (i) any
"affiliate" (as such term is defined in Rule 12b-2 of the Securities Exchange
Act) of such LMS Shareholder; (ii) his or her spouse and his or her descendants
and ancestors, and their respective spouses; (iii) any organization that is
described under Section 501(c) of the Internal Revenue Code of 1986, as
amended, or any comparable provision under any successor statute; and (iv) a
trust the beneficiaries of which include only the LMS Shareholders and
Permitted Transferees under the cause (i), (i) or (iii) above, provided that
during the period any such trust owns any LMS Shares or SLC Shares, no person
other than any LMS Shareholder and such Permitted Transferees may become
beneficiaries thereof; or (v) a corporation, partnership or other entity (that
is not a Permitted Transferee under clause (i) above) at least 80% of the
voting power and equity of which is owned by Permitted Transferees under clause
(i), (ii) or (iii) above, provided that

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<PAGE> 41

during the period any such entity owns any LMS Shares or SLC Shares, such
entity shall continue to be at least 80% owned by such Permitted Transferees.

10E. GOVERNING LAW. This Agreement will be governed by and
construed in accordance with the domestic laws of the State of Delaware,
without giving effect to any choice of law or conflict provision or rule
(whether of the State of Delaware or any other jurisdiction) that would cause
the laws of any jurisdiction other than the State of Delaware to be applied.
In furtherance of the foregoing, the internal law of the State of Delaware will
control the interpretation and construction of this Agreement, even if under
such jurisdiction's choice of law or conflict of law analysis, the substantive
law of some other jurisdiction would ordinarily apply.

10F. CONSENT TO JURISDICTION. Any proceeding relating to this
Agreement shall be brought in a state court of Delaware. Each party hereto
hereby (i) consents to personal jurisdiction in any such action brought in any
such Delaware court, (ii) consents to service of process made upon such party
in accordance with the notice provisions of Section 10G and (iii) waives any
objection to venue in any such Delaware court or to any claim that any such
Delaware court is an inconvenient forum.

10G. NOTICES. All demands, notices, communications and reports
provided for in this Agreement will be in writing and will be either personally
delivered, sent by telefax or sent by reputable overnight courier service
(delivery charges prepaid) to any Party at the address specified below, or at
such address, to the attention of such other Person, and with such other copy,
as the recipient party has specified by prior written notice to the sending
Party pursuant to the provisions of this Section 10G.

If to Steven B. Sandler or Arthur B. Sandler:

Steven B. Sandler or
Arthur B Sandler
448 Viking Drive
Virginia Beach, Virginia 23452

with a copy, which will not constitute notice to the Sandlers, to:

Friedman & Kaplan
875 Third Avenue
New York, New York 10022
Attn: Gary D. Friedman, Esq.
Telefax: (212) 355-6401

If to Sheri C. Sandler:

Sheri C. Sandler
151 Central Park West
Apt. 6N
New York, New York 10023

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<PAGE> 42

with a copy, which will not constitute notice to Sheri C. Sandler, to:

Herbert J. Goodfriend, Esq.
Phillips, Nizer, Benjamin, Krim & Ballon
31 West 52nd Street
New York, New York 10019-6167
Telefax: (212) 262-5152

If to SLC:

Sara Lee Corporation
Three First National Plaza
Chicago, Illinois 60602
Attn: General Counsel
Telefax: (312) 558-8687

with a copy, which will not constitute notice to SLC, to:

Kirkland & Ellis
200 East Randolph Drive
Chicago, IL 60601
Attn:Keith S. Crow, Esq.
Sanford E. Perl, Esq.
Telefax: 312-861-2200

Any such demand, notice, communication or report will be deemed to have been
given pursuant to this Agreement when delivered personally or by telefax, or on
the business day after deposit with a reputable overnight courier service, as
the case may be.

10H. SEVERABILITY OF PROVISIONS. If any covenant, agreement,
provision or term of this Agreement is held to be invalid for any reason
whatsoever, then such covenant, agreement, provision or term will be deemed
severable from the remaining covenants, agreements, provisions and terms of
this Agreement and will in no way affect the validity or enforceability of any
other provision of this Agreement; provided that the Parties will negotiate in
good faith with respect to an alternative provision that will effectuate the
intent of the invalidated covenant, agreement or provision.

10I. SCHEDULES AND EXHIBITS. The Schedules and Exhibits
constitute a part of this Agreement and are incorporated into this Agreement
for all purposes.

10J. COUNTERPARTS. The Parties may execute this Agreement in two
or more counterparts (no one of which need contain the signatures of all
Parties), each of which will be an original and all of which together will
constitute one and the same instrument.

10K. SPECIFIC PERFORMANCE. Each of the Parties acknowledges and
agrees that the other Party would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached. Accordingly, each of the Parties
agrees

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<PAGE> 43

that the other Party shall be entitled to an injunction or injunctions to
prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in addition to
any other remedy to which they may be entitled, at law or in equity.

10L. SPECIAL REMEDIES. In addition to and without limiting any
other remedy to which any of the Parties may be entitled, whether at law or in
equity (including without limitation the specific performance contemplated by
Section 10K above):

(i) If a Sandler Default (as defined in the Partnership
Amendment) occurs, (A) all of SLC's attorneys' fees and expenses and all
amounts paid or incurred by SLC or any of its Affiliates in connection with
any legal action to enforce the provisions of this Agreement shall be paid
(on a joint and several basis) by the LMS Shareholders, (B) SLC shall not
be obligated to enter into the Consulting Agreements or make the Consulting
and Noncompetition Payments (as defined in the Consulting Agreements)
regardless of whether or not SLC ultimately acquires the LMS Shares or
otherwise directly or indirectly acquires the Partnership interests
currently held by LMS GP and LMS LP, and (C) notwithstanding any provision
of the Partnership Agreement or the Contribution Agreement to the contrary,
until such time as there has been a final non-appealable adjudication of
claims between the Parties as to whether a Sandler Default exists, neither
the LMS Shareholders nor LMS nor LMS GP nor LMS LP shall be permitted to
sell, transfer, assign, pledge or otherwise dispose of (whether with or
without consideration and whether voluntarily or involuntarily or by
operation of law) any interest in the Partnership, the LMS Subsidiaries or
LMS without the prior written consent of SLC (except transfers of LMS
Shares permitted under Section 10D hereof). In addition, if a Sandler
Default occurs and SLC subsequently acquires the LMS Shares or otherwise
directly or indirectly acquires the Partnership interests currently held by
LMS GP and LMS LP, the LMS Shareholders shall not be entitled to receive or
otherwise be compensated for any dividends which have been declared or paid
on the SLC Common Stock during the period between May 15, 1995 and the date
on which such acquisition actually occurs.

(ii) If an SLC Default occurs, all of the LMS Shareholders'
attorneys' fees and expenses and all amounts paid or incurred by the LMS
Shareholders or any of their Affiliates in connection with any legal action
to enforce the provisions of this Agreement shall be paid by SLC; and, in
addition, if an SLC Default occurs and SLC subsequently acquires the LMS
Shares or otherwise directly or indirectly acquires the Partnership
interests currently held by LMS GP and LMS LP, the LMS Shareholders shall
be entitled to receive

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<PAGE> 44

the amount of any and all dividends which have been declared or paid on
the SLC Common Stock during the period between May 15, 1995 and the date on
which such acquisition actually occurs. Any amounts payable pursuant to
the preceding sentence shall be payable in shares of SLC Common Stock
valued at the time of payment in accordance with the "Market Price"
definition in Section 8R. An "SLC Default" will occur if the Closing does
not occur on or prior to May 15, 1995 notwithstanding the fact that (1) all
of the conditions contained in Section 7A have been satisfied on or prior
to such date and (2) the representations and warranties of the LMS Parties
are true and correct in all material respects on such date, the LMS Parties
have complied in all material respects with all of their pre-Closing
covenants and agreements contained herein and the LMS Parties are ready,
willing and able to consummate the Closing on such date.

10M. NO IMPACT ON OTHER CLAIMS.

(i) Neither this Agreement nor the consummation of the
transactions contemplated hereby shall in any way (except as otherwise
provided in Section 8X) extinguish or limit the rights of PYA GP or PYA LP
(or the Partnership) to pursue any claims, actions or causes of action that
they may have against Arthur Sandler or Steven Sandler, whether in their
capacities as officers or members of the Management Committee of the
Partnership, officers or directors of LMS GP or LMS LP, stockholders of LMS
or otherwise. In addition, Arthur Sandler and Steven Sandler agree that
(except as otherwise provided in Section 8X), in addition to any other
claims, actions or causes of action that PYA GP or PYA LP (or the
Partnership) may have against them personally, PYA GP and PYA LP (and the
Partnership) shall be entitled to assert against Arthur Sandler and Steven
Sandler personally any claims, actions or causes of action that they may
have against LMS relating to the Partnership or the formation, ownership,
management or affairs of the Partnership resulting from, arising out of or
caused directly or indirectly by facts, conditions or circumstances
existing prior to the Closing (and which PYA GP or PYA LP (or the
Partnership) would have been entitled to assert if this Agreement had not
been in effect and SLC had not acquired LMS) and PYA GP and PYA LP (and the
Partnership) agree that Arthur Sandler and Steven Sandler may assert any
defenses or counterclaims that would have been available to LMS in
connection therewith; provided that Arthur Sandler and Steven Sandler shall
not be liable pursuant to this Section 10M for any such claims, actions or
causes of action against LMS in an aggregate amount in excess of the net
worth (on a fair market value basis) of LMS immediately prior to the
Disposition.

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<PAGE> 45

(ii) Neither this Agreement nor the consummation of the
transactions contemplated hereby shall in any way extinguish or limit the
rights of Arthur Sandler or Steven Sandler to pursue any claims, actions or
causes of action that they may have against PYA GP or PYA LP.

(iii) Neither this Agreement nor the consummation of the
transactions contemplated hereby shall in any way extinguish or limit the
rights of the SLC Parties or the Partnership to challenge, dispute or
otherwise question the enforceability of the Leases (including, without
limitation, on the basis that such Leases were not approved in accordance
with the terms of the Partnership Agreement).

10N. NO THIRD-PARTY BENEFICIARIES. Except as otherwise expressly
provided in this Agreement, no Person which is not a Party will have any right
or obligation pursuant to this Agreement.

10O. HEADINGS. The headings used in this Agreement are for the
purpose of reference only and will not affect the meaning or interpretation of
any provision of this Agreement.

10P. MERGER AND INTEGRATION. Except as otherwise provided in this
Agreement, this Agreement sets forth the entire understanding of the Parties
relating to the Acquisition and the other transactions contemplated by this
Agreement, and all prior understandings relating to the subject matter hereof,
whether written or oral are superseded by this Agreement, and all prior
understandings related to the subject matter hereof, including the letter of
intent dated August 25, 1994, are hereby terminated.

* * * * *

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<PAGE> 46

IN WITNESS WHEREOF, the Parties have executed this Agreement and Plan
of Reorganization as of the date first written above.

SARA LEE CORPORATION

By: /s/ Mark McCarville
-----------------------------
Its:
-----------------------------

PYA/MONARCH, INC.

By: /s/ Ann E. Ziegler
-----------------------------

Its:
-----------------------------

FRIGID FREEZE FOODS, INC.

By: /s/ Ann E. Ziegler
-----------------------------

Its:
-----------------------------

PYA GENERAL PARTNER CORP.

By: /s/ Ann E. Ziegler
-----------------------------

Its:
-----------------------------

PYA LIMITED PARTNER CORP.

By: /s/ Ann E. Ziegler
------------------------------

Its:
-----------------------------

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<PAGE> 47

[CONTINUATION OF AGREEMENT AND PLAN OF REORGANIZATION SIGNATURE PAGE]

/s/ Steven B. Sandler
--------------------------
STEVEN B. SANDLER

/s/ Arthur B. Sandler
--------------------------
ARTHUR B. SANDLER

/s/ Sheri C. Sandler
--------------------------
SHERI C. SANDLER

L.M. SANDLER & SONS, INCORPORATED

By: /s/ Steven B. Sandler
-----------------------
Its: President
----------------------

SANDLER LIMITED PARTNER CORP.

By: /s/ Steven B. Sandler
-----------------------
Its: Secretary/Treasurer
----------------------

SANDLER GENERAL PARTNER CORP.

By: /s/ Steven B. Sandler
-----------------------
Its: Secretary/Treasurer
----------------------

CONSOLIDATED FOODSERVICE COMPANIES
LIMITED PARTNERSHIP

By: /s/ Steven B. Sandler
-----------------------
Its: Chairman
-----------------------

- 43 -
<PAGE> 48
The exhibits and schedules referenced in the foregoing Agreement and
Plan of Reorganization (the "Agreement"), which are identified on page (iii) of
the Agreement, have not been included in accordance with paragraph (b)(2) of
Item 601 of Regulation S-K. The Registrant hereby agrees to furnish
supplementally a copy of any omitted exhibit or schedule to the Commission upon
request.

<PAGE> 1
EXHIBIT 5

SARA LEE CORPORATION

October 2, 1995

Board of Directors
Sara Lee Corporation
Three First National Plaza
Chicago, IL 60602-4260

Re: Registration of 440,382
Shares of Common Stock on Form S-3

Dear Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933, as
amended, of 440,382 shares ("Shares") of Common Stock, par value $1.33-1/3 per
share, of Sara Lee Corporation, a Maryland corporation (the "Corporation"), I
have (i) examined the Corporation's Articles of Incorporation, as amended, the
Agreement and Plan of Reorganization dated October 11, 1994, by and among Sara
Lee Corporation, PYA/Monarch, Inc., Frigid Freeze Foods, Inc., PYA General
Partner Corp., PYA Limited Partner Corp., L.M. Sandler & Sons, Incorporated,
Sandler Limited Partner Corp., Sandler General Partner Corp., Steven B.
Sandler, Arthur B. Sandler, and Consolidated Foodservice Companies Limited
Partnership (the "Agreement and Plan of Reorganization"), and the minutes and
resolutions of the Board of Directors authorizing and approving the Agreement
and Plan of Reorganization; (ii) participated in the preparation and filing of
the Registration Statement on Form S-3 and related Prospectus with respect to
the said 440,382 Shares and, (iii) made such further examination and inquiry as
I deemed necessary to enable me to render to you the following opinion.

1. The Corporation is a corporation duly organized and validly existing
under the laws of the State of Maryland.

2. The Shares have been legally issued and are fully paid and
nonassessable.

I hereby consent to the filing of a copy of this opinion with the Securities
and Exchange Commission as an exhibit to the Corporation's Registration
Statement on Form S-3 relating to the Shares, and the use of my name in the
Registration Statement.

Very truly yours,

/s/ Janet L. Kelly

Janet L. Kelly
Senior Vice President, Secretary
and General Counsel

<PAGE> 1
EXHIBIT 10

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
and entered into as of October 11, 1994, by and between Sara Lee Corporation, a
Maryland corporation ("SLC"), and Steven B. Sandler, Arthur B. Sandler and
Sheri C. Sandler (each, a "Selling Securityholder," and together, the "Selling
Securityholders").

WHEREAS, the Selling Securityholders will receive a number of
shares (the "Shares") of common stock, par value $1.33-1/3 per share, of SLC at
the Closing pursuant to an Agreement and Plan of Reorganization dated the date
hereof in exchange for their stock in L. M. Sandler & Sons, Incorporated (the
"Acquisition Agreement");

WHEREAS, in order to induce the Selling Securityholders to
enter into the Acquisition Agreement, SLC is entering into this Agreement to
provide certain registration rights relating to the Shares;

NOW, THEREFORE, in consideration of the premises and the
mutual promises herein made, and in consideration of the representations,
warranties, and covenants herein contained, the parties hereto hereby agree as
follows:

1. Definitions. As used herein the following terms have the
following meanings:

Acquisition Agreement: As defined in the recitals hereto.

Closing: As defined in the Acquisition Agreement.

Commission: Securities and Exchange Commission.

Prohibited Actions: As defined in Section 5.

Provided Information: As defined in Section 5.

Registrable Securities: (i) The Shares and (ii) any
securities issued or issuable with respect to any Shares by way of a
conversion, exchange, stock dividend or stock split or in connection with a
combination of shares, recapitalization or reorganization or otherwise.

<PAGE> 2

Registration Statement: As defined in Section 2(a).

Securities Act: Securities Act of 1933, as amended.

Selling Securityholder: As defined in the preamble hereto.

Shares: As defined in the recitals hereto.

SLC: As defined in the preamble hereto.

S-4 Registration Statement: As defined in Section 8S(i) of
the Acquisition Agreement.

2. Registration.

(a) S-3 Registration Statement. In the event that any of the
Shares are not issued under an effective S-4 Registration Statement, SLC shall
file, within 30 days after delivery to SLC by one or more Selling
Securityholders of the information set forth in Section 3(b), but subject to
the limitations set forth herein, a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act with the Commission,
covering up to the total number of Registrable Securities held by such Selling
Securityholder(s) and will use its reasonable best efforts to cause the
Registration Statement promptly to be declared effective, and thereafter, but
subject to the limitations set forth herein, to keep it effective, amended and
supplemented, if necessary, until the second anniversary of the Closing or
until the end of such shorter period which terminates when all of the
Registrable Securities have been sold.

(b) Cost and Expenses of Registration. SLC agrees to bear
all costs and expenses incurred in connection with the Registration Statement,
including filing fees, printing expenses, and the fees and disbursements of
counsel and of independent public accountants and other experts of SLC, but
excluding commissions and expenses, brokerage fees, transfer taxes applicable
to the registration and sale of the Registrable Securities and the fees and
disbursements of counsel to and any accountants or other experts for the
Selling Securityholders.

2
<PAGE> 3

(c) Limitations on Obligations. The parties agree that SLC's
obligation to use reasonable best efforts set forth in the third to last
sentence of Section 8S(i) of the Acquisition Agreement shall not require SLC
to agree to any amendment, modification or rescission and re-execution of the
Acquisition Agreement or any other agreement contemplated thereby. In the
event that the Selling Securityholders make the election contemplated in the
first sentence of Section 8S of the Acquisition Agreement, and the Shares have
not been registered at the time of their issuance, SLC shall have no
obligations under Section 2(a) unless the Selling Securityholders shall have
reimbursed SLC for all fees, costs and expenses (including costs attributable
to time and resources devoted by in-house counsel) reasonably incurred by SLC
in the preparation, filing and SEC review of the S-4 Registration Statement.
SLC will, promptly but in no event later than 15 days following the Closing
Date, provide the Selling Securityholders with an invoice in reasonable detail
for such fees, costs and expenses.

3. Additional Conditions to Registration.

(a) Conditions to Registration. The obligations of SLC set
forth in Section 2 are, with respect to each Selling Securityholder, subject
to each of the following limitations, conditions and qualifications:

(i) such Selling Securityholder shall have provided to SLC
in writing the information required by Section 3(b), and

(ii) each Selling Securityholder shall only be permitted
to make sales of Registrable Securities under the Registration
Statement during (A) the ten business days beginning on the second
business day following the date on which SLC files a Quarterly Report
on Form 10-Q or its Annual Report on Form 10-K ("Normal Selling
Periods") and (B) any period during which a registration statement
covering sales by other securityholders of SLC is effective and such
other securityholders are making sales thereunder or are entitled to
make sales thereunder without obtaining the prior consent of SLC
("Additional Selling Periods" and together with Normal Selling
Periods, "Selling Periods"). SLC shall not be required to monitor or
advise the Selling Securityholders of the existence of Additional
Selling Periods, provided that SLC shall

3
<PAGE> 4

promptly respond to any inquiry from the Selling Secuityholders as to
whether an Additional Selling Period is in effect as of the date of
such inquiry and the following ten business days and, if no Additional
Selling Period is in effect on the date of such inquiry, but an
Additional Selling Period becomes effective within ten business days
following the date of such inquiry, SLC shall promptly notify the
Selling Securityholders thereof. All sales made by the Selling
Securityholders under the Registration Statement shall be made as if
the volume restrictions of Rule 144 applied (i.e., sales of
Registrable Securities under the Registration Statement during any
calendar quarter shall not exceed the permissible number calculated in
accordance with Rule 144(e)).

(b) Covenants of the Selling Securityholders. Each Selling
Securityholder agrees that he or she will, (1) at least ten business days in
advance of any Selling Period during which a Selling Securityholder wishes to
sell any Registrable Securities, furnish SLC with modifications, if any, to the
following information in writing: (i) his or her full name, (ii) the
nature of any position, office, or other material relationship which such
Selling Securityholder has had with SLC within the three preceding years, or if
none, a statement to such effect, (iii) the number of Registrable Securities
held by such Selling Securityholder, (iv) if less than all, the number of
Registrable Securities held by such Selling Securityholder to be included in
the Registration Statement and (v) subject to the following sentence, the
manner and circumstances in which, and any brokers or dealers by or through
whom, such Selling Securityholder will offer for sale his or her Registrable
Securities included in the Registration Statement, and (2) promptly following
the request of SLC, furnish SLC in writing with any information with respect to
such Selling Securityholder and his or her intended disposition of his or her
Registrable Securities which is required in connection with the Registration
Statement under any federal or state securities law or regulation or which is
reasonably requested by SLC. The distribution of the Registrable Securities by
the Selling Securityholders shall be effected from time to time directly or by
one or more broker-dealers or agents, in one or more transactions (which may
involve crosses and block transactions) on the New York Stock Exchange, the
Pacific Stock Exchange, the Midwest Stock Exchange, the Amsterdam Stock
Exchange, the Bourse de Basel, the Bourse de Geneva, the Bourse de Zurich, the

4
<PAGE> 5

International Stock Exchange of the United Kingdom and the Republic of Ireland
and the Bourse de Paris or other exchanges on which the Registrable Securities
are listed, pursuant to and in accordance with the rules of such exchanges, in
the over-the-counter market or in negotiated transactions at prices related to
such prevailing market prices or at negotiated prices. In order to comply with
state securities laws, if applicable, the Registrable Securities will be sold
in such jurisdictions only through registered or licensed brokers or dealers.
If required under the law of any state, the Registrable Securities may not be
sold in such state unless the Registrable Securities have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is complied with.

4. Registration Procedures.

(a) Notice to Counsel. Before filing the Regis-tration Statement or
any amendments thereto (which for the purposes hereof shall be deemed to
exclude documents incorporated by reference), SLC will furnish to the counsel
selected by the Selling Securityholders copies of all such documents proposed
to be filed, which documents will be subject to the review of such counsel
before any such filing is made, and SLC will comply with any reasonable request
made by such counsel to make changes in any information contained in such
documents relating to the Selling Securityholders.

(b) Furnishing of Prospectuses. SLC will at its expense (i) furnish
to the Selling Securityholders (or such brokers or dealers as they may
designate) such number of conformed copies of the Registration Statement and
of each such amendment and supplement thereto (in each case including all
exhibits), such number of copies of the prospectus contained in such
registration statements (including each to be completed prospectus and any
summary prospectus) and any other prospectus filed under Rule 424 under the
Securities Act, in conformity with the requirements of the Securities Act, and
such other documents, including documents incorporated by reference, as the
Selling Securityholders may reasonably request in order to effect the offering
and sale of the Registrable Securities, and (ii) if required, qualify
Registrable Securities under applicable securities laws of any United States
jurisdiction as the Selling Securityholders may reasonably request, provided
that SLC shall not be required

5
<PAGE> 6

to qualify to do business in any jurisdiction in which it is not then
qualified.

5. Indemnification by SLC. SLC agrees to indemnify and hold
harmless the Selling Securityholders, each other person who participates in the
offering or sale of Registrable Securities and may thereby be deemed an
underwriter (to the extent that such person is deemed an underwriter for
purposes of the Securities Act) with respect to such offering or sale (a
"Statutory Underwriter"), and each other person or entity, if any, who controls
any such Selling Securityholder or Statutory Underwriter within the meaning of
either Section 15 of the Securities Act or Section 20 of the Securities
Exchange Act of 1934, as amended, from and against all losses, claims, damages,
liabilities and expenses (collectively, "Losses") (including reasonable costs
of investigation and legal expenses and related disbursements incurred by any
Selling Securityholder, Statutory Underwriter or control person in connection
with investigating, defending or otherwise participating in any action or
proceeding, whether commenced or threatened in respect thereof) arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement covering any Registrable
Securities or any prospectus contained therein or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or based
upon any omission or alleged omission to state therein (in the case of any
prospectus, in the light of the circumstances under which it was made) a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as such Losses arise out of or are based
upon any such untrue statement or omission or allegation thereof made in any
such Registration Statement, prospectus, amendment or supplement or preliminary
prospectus in reliance on and in conformity with written information furnished
to SLC by or on behalf of a Selling Securityholder expressly for use therein or
other written information with respect to a Selling Securityholder expressly
confirmed by such Selling Securityholder in writing as being true and correct
(collectively, "Provided Information"); provided, however, that SLC shall not
be liable in any such case to the extent that any such Loss arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made (x) in any preliminary prospectus if (i) a Selling
Securityholder (or its agent) failed to send or deliver a copy of the
prospectus with or prior to the delivery of

6
<PAGE> 7

written confirmation of the sale of Registrable Securities to the person
asserting such Loss who purchased such Registrable Securities which are the
subject thereof and (ii) the prospectus would have corrected such untrue
statement or omission or alleged untrue statement or alleged omission; (y) in
the prospectus, if such untrue statement or alleged untrue statement, omission
or alleged omission is corrected in an amendment or supplement to the
prospectus and if having previously been furnished by or on behalf of SLC with
copies of the prospectus as so amended or supplemented, a Selling
Securityholder thereafter fails to deliver such prospectus as so amended or
supplemented at least one business day, prior to the sale of Registrable
Securities to the person asserting such Loss who purchases such Registrable
Securities which are the subject thereof or (z) in the prospectus, if such Loss
arises in connection with an offer or sale of Registrable Securities by a
Selling Securityholder in breach of the terms of this Agreement; and further
provided that SLC shall not be liable to the extent that any such Loss arises
out of or is based on the failure of any Selling Securityholder (or its agents)
to satisfy applicable prospectus delivery requirements (the circumstances
described in this and the preceding proviso under which indemnification is not
available to the Selling Securityholders being hereinafter referred to together
as "Prohibited Actions"). Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of any such Selling
Securityholder, Statutory Underwriter or control person and shall survive the
transfer of any Registrable Securities by the Selling Securityholders.

If any action or proceeding (including any governmental
investigation or inquiry) shall be brought or asserted against the Selling
Securityholders in respect of which indemnity may be properly sought from SLC,
the Selling Securityholders shall promptly notify SLC in writing; provided that
the failure of any indemnified party to give notice as provided herein shall
not relieve the indemnifying party of its obligations under this Agreement,
except to the extent the indemnifying party is actually prejudiced by such
failure to give notice. SLC shall assume the defense of any such action or
proceeding, including the employment of nationally recognized counsel chosen by
SLC, and the payment of all expenses. The Selling Securityholders shall have
the right to employ separate counsel in any such action or proceeding and to
participate in the defense thereof, but the fees and expenses of such counsel
(following the

7
<PAGE> 8

assumption of defense by SLC) shall be at the expense of the Selling
Securityholders unless (a) SLC has agreed to pay such fees and expenses or (b)
SLC shall have failed to assume the defense of such action or proceeding or (c)
the named parties to any such action or proceeding (including any impleaded
parties) include both the Selling Securityholders and SLC, and the Selling
Securityholders shall have been advised in writing by counsel that there are
one or more legal defenses available to the Selling Securityholders which are
materially different from or additional to those available to SLC (in which
case, if the Selling Securityholders notify SLC in writing that they are
entitled and elect to employ separate counsel at the expense of SLC, SLC shall
not have the right to assume the defense of such action or proceeding on behalf
of the Selling Securityholders, it being understood, however, that SLC shall
not, in connection with any one such action or proceeding or separate but
substantially similar or related actions or proceedings in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys at any time for the Selling Securityholders, which firm shall be of
nationally recognized standing and shall be designated in writing by the
Selling Securityholders). SLC shall not be liable for any settlement of any
such action or proceedings affected without its written consent, which consent
will not be unreasonably withheld, but if settled with its written consent, or
if there be a final unappealable judgment for the plaintiff in any such action
or proceeding, SLC agrees, as provided in the preceding paragraph, to indemnify
and hold harmless the Selling Securityholders from and against any Loss by
reason of such settlement or judgment.

6. Indemnification by the Selling Security-holders. The Selling
Securityholders jointly and severally agree to indemnify and hold harmless SLC,
its directors and officers and each person, if any, who controls SLC within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended, to the same extent as the
foregoing indemnity (but disregarding the provisos contained in the first
paragraph thereof) from SLC to the Selling Securityholders, but only to the
extent any Losses incurred by SLC or any other indemnified person arise out of
Provided Information, Prohibited Action or any breach of this Agreement by a
Selling Securityholder. In case any action or proceeding shall be brought
against SLC or its directors or officers or

8
<PAGE> 9

any such controlling person in respect of which indemnity may be properly
sought from the Selling Securityholders, the Selling Securityholders shall have
the rights and duties given SLC and SLC or its directors or officers or such
controlling person shall have the rights and duties given to the Selling
Securityholders by the preceding paragraph.

7. Contribution. If the indemnification provided for in this
Agreement is unavailable to an indemnified party under Section 5 or 6 hereof
(other than by reason of exceptions provided in those Sections) in respect of
any Losses, then each applicable indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses (a) in such proportion as is
appropriate to reflect the relative fault of SLC on the one hand and the
Selling Securityholders on the other or (b) if the allocation provided by
clause (a) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative fault referred to in clause (a)
above, but also the relative benefit received by SLC on the one hand and the
Selling Securityholders on the other, as well as any other relevant equitable
considerations. The relative fault of SLC on the one hand and of the Selling
Securityholders on the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to
information supplied by SLC or Provided Information and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or alleged statement or omission or alleged omission and whether
the Loss arises in connection with a Prohibited Action or a breach of this
Agreement. The amount paid or payable by a party as a result of the Losses
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 5, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending
any action or claim.

No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

8. Blue Sky. The Registrable Securities shall be qualified for
sale under applicable securities laws of

9
<PAGE> 10

such jurisdictions as the Selling Securityholders reasonably request, and SLC
agrees to so qualify the Registrable Securities concurrently with the
registration of the Registrable Securities under the Securities Act.

9. Delay Periods. Upon receipt of any notice from SLC of the
happening of any event which requires the making of any changes in the
Registration Statement or related Prospectus so that such documents will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statement
therein not misleading, the Selling Securityholders will forthwith discontinue
disposition of Registrable Securities until receipt of the copies of the
appropriately supplemented or amended Prospectus, or until they are advised in
writing by SLC that the use of the Prospectus may be resumed, which supplement
or amendment shall be furnished as promptly as practicable. To the extent that
sales of Registrable Securities during a Normal Selling Period are prohibited
pursuant to this Section, SLC shall make available to the Selling
Securityholders another Selling Period, consisting of the same number of days
as the number of days during which sales were so prohibited, as soon as
practicable thereafter. In addition, SLC shall have the right to refuse use of
the Registration Statement (a "Delay Period") for a reasonable length of time
and from time to time, if its Senior Management Committee determines, in view
of the advisability (as determined by the Senior Management Committee in its
good faith business judgment) of deferring public disclosure of material
corporate developments or other information, that use of the Registration
Statement and the disclosures required to be made therein would not be in the
best interests of SLC at such time, provided that there shall not be more than
two Delay Periods in any calendar year. SLC shall use its reasonable efforts
to minimize the length of any Delay Period. SLC shall provide written notice
to the Selling Securityholders of the beginning and end of each Delay Period.

10. Notice of Large Sales. The Selling Securityholders will give
SLC telephonic notice prior to any offers or sales of more than 250,000
Registrable Securities, in a single transaction or series of related
transactions.

11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the

10
<PAGE> 11

State of Delaware without giving effect to its conflict of laws provisions.

12. Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties hereto in respect of the
subject matter contained herein and supersedes all prior statements,
agreements, whether oral or written, by either party or by any officer,
employee or representative of either party.

13. Third Parties. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be construed
to confer upon or give to any person or corporation other than the parties
hereto and their successors or assigns any rights or remedies under or by
reason of this Agreement.

14. Severability. If any provision of this Agreement shall, for any
reason and to any extent, be invalid or unenforceable, the remainder of this
Agreement shall not be affected thereby, but rather shall be enforced to the
greatest extent permitted by law.

15. Notice; Delivery of Prospectuses. All notices referred to
herein shall be in writing, and all notices hereunder shall be deemed to have
been given upon the earlier of delivery thereof if by hand or upon receipt if
sent by mail (registered or certified mail, postage prepaid, return receipt
requested) or upon transmission if sent by telex or facsimile transmission or
on the business day after delivery to a nationally recognized overnight
delivery service, addressed: (i) if to SLC, to its office at Three First
National Plaza, Chicago, Illinois 60602 (Attention: General Counsel), or (ii)
if to the Selling Securityholders, to the address(es) of the Selling
Securityholders set forth in the Acquisition Agreement, it being agreed that
notice as herein provided shall be deemed notice to all Selling Securityholders
or (iii) to such other address as SLC or the Selling Securityholders, as the
case may be, shall have designated by notice similarly given. The delivery of
prospectuses by SLC to the Selling Securityholders shall be deemed to have been
made if delivered in any manner in which notice may be given in accordance with
the terms of this Section.

* * * *

11
<PAGE> 12

IN WITNESS WHEREOF, the parties hereto have caused this
Registration Rights Agreement to be executed as of the day first above written.

SARA LEE CORPORATION

By: /S/ FLOYD G. HOFFMAN
---------------------------
Its: VICE PRESIDENT
--------------------------

SELLING SECURITYHOLDERS

/S/ STEVEN B. SANDLER
------------------------------
Steven B. Sandler

/S/ ARTHUR B. SANDLER
------------------------------
Arthur B. Sandler

/S/ SHERI C. SANDLER
------------------------------
Sheri C. Sandler

<PAGE> 1

Exhibit 23(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports, dated July 31, 1995,
included in Sara Lee Corporation's Form 10-K for the fiscal year ended July 1,
1995, and to all references to our Firm included in this registration
statement.

/s/ Arthur Andersen LLP

Chicago, Illinois
October 2, 1995

<PAGE> 1

Exhibit 24

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that the person whose signature
appears below constitutes and appoints Janet Langford Kelly and Floyd G.
Hoffman, each of them, his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, to act for him and in his name,
place and stead, in any and all capacities to sign the Registration Statement
on Form S-3 relating to the secondary offering by a certain Selling
Securityholder of up to 440,382 shares of Common Stock, par value $1.33-1/3 per
share, of Sara Lee Corporation, and any and all amendments thereto (including
post-effective amendments) and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, or his substitute,
may lawfully do or cause to be done by virtue hereof.

/s/ C. Steven McMillan
---------------------------
C. Steven McMillan

Dated: August 28, 1995
----------------
<PAGE> 2

POWER OF ATTORNEY

/s/ Judith A. Sprieser
-----------------------
Judith A. Sprieser

Dated: October 2, 1995
---------------
<PAGE> 3

POWER OF ATTORNEY

/s/ Paul A. Allaire
---------------------
Paul A. Allaire

Dated: August 29, 1995
---------------
<PAGE> 4

POWER OF ATTORNEY

/s/ Frans H.J.J. Andriessen
-------------------------------
Frans H.J.J. Andriessen

Dated: August 30, 1995
----------------
<PAGE> 5

POWER OF ATTORNEY

/s/ Duane L. Burnham
--------------------------
Duane L. Burnham

Dated: August 28, 1995
----------------
<PAGE> 6

POWER OF ATTORNEY

/s/ Charles W. Coker
---------------------------
Charles W. Coker

Dated: August 29, 1995
---------------
<PAGE> 7

POWER OF ATTORNEY

/s/ Willie D. Davis
---------------------
Willie D. Davis

Dated: August 30, 1995
---------------
<PAGE> 8

POWER OF ATTORNEY

/s/ Vernon E. Jordan, Jr.
---------------------------
Vernon E. Jordan, Jr.

Dated: August 30, 1995
----------------
<PAGE> 9

POWER OF ATTORNEY

/s/ James L. Ketelsen
------------------------
James L. Ketelsen

Dated: August 29, 1995
---------------
<PAGE> 10

POWER OF ATTORNEY

/s/ Hans B. van Liemt
----------------------
Hans B. van Liemt

Dated: August 30, 1995
---------------
<PAGE> 11

POWER OF ATTORNEY

/s/ Joan D. Manley
--------------------
Joan D. Manley

Dated: August 30, 1995
----------------
<PAGE> 12

POWER OF ATTORNEY

/s/ Newton N. Minow
---------------------
Newton N. Minow

Dated: August 25, 1995
----------------
<PAGE> 13

POWER OF ATTORNEY

/s/ Sir Arvi H. Parbo
------------------------
Sir Arvi H. Parbo

Dated: August 31, 1995
---------------
<PAGE> 14

POWER OF ATTORNEY

/s/ Rozanne L. Ridgway
--------------------------
Rozanne L. Ridgway

Dated: August 31, 1995
---------------
<PAGE> 15

POWER OF ATTORNEY

/s/ Richard L. Thomas
------------------------
Richard L. Thomas

Dated: August 29, 1995
---------------