AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 11, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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CABOT NOBLE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 5311 34-1842570
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)

3000 K STREET, N.W. ROBERT M. HAFT
SUITE 105 3000 K STREET, N.W.
WASHINGTON, D.C. 20007 SUITE 105
(202) 424-7718 WASHINGTON, D.C. 20007
(ADDRESS, INCLUDING ZIP CODE AND (202) 424-7718
TELEPHONE NUMBER, INCLUDING AREA CODE (NAME, ADDRESS, INCLUDING ZIP CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE AND TELEPHONE NUMBER, INCLUDING AREA
OFFICES) CODE, OF AGENT FOR SERVICE)

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COPIES TO:
MORRIS F. DEFEO, JR. RANDALL J. ERICKSON THOMAS A. COLE
SWIDLER & BERLIN, GODFREY & KAHN, S.C. SIDLEY & AUSTIN
CHARTERED 780 NORTH WATER STREET ONE FIRST NATIONAL PLAZA
3000 K STREET, N.W.-- MILWAUKEE, WI 53202-3590 CHICAGO, IL 60603
SUITE 300
WASHINGTON, DC 20007

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.

If the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G under the Securities Act of 1933, check the
following box. [_]

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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
AGGREGATE
TITE OF SECURITIES OFFERING AMOUNT OF
TO BE REGISTERED PRICE(1) REGISTRATION FEE
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Common Stock.......................... $619,748,012 $187,802
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Warrants.............................. $ 16,875,000 $ 5,114

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(1) Estimated solely for the purpose of determining the registration fee. In
accordance with Rule 457(f)(1), the proposed maximum aggregate offering
price of the Common Stock is based upon the sum of (a) the product of (i)
$6 3/16 (the average of the high and low prices of Phar-Mor, Inc. Common
Stock on October 7, 1996 on the Nasdaq-NMS) times (ii) 12,157,054 (the
number of shares of Phar-Mor, Inc. Common Stock outstanding) and (b) the
product of (i) $16 (the average of the high and low prices of ShopKo
Stores, Inc. Common Stock on October 7, 1996 on the New York Stock
Exchange Composite Tape) times (ii) 34,032,890 (the sum of the number of
shares of ShopKo Stores, Inc. Common Stock outstanding plus the number of
shares of ShopKo Stores, Inc. Common Stock issuable prior to the Effective
Date upon the exercise of options to purchase ShopKo Stores, Inc. Common
Stock). In accordance with Rule 457(g), the proposed maximum aggregate
offering price of the Warrants is the product of (a) 1,250,000 (the number
of Phar-Mor, Inc. Warrants outstanding) times (b) $13.50 (the exercise
price of the Phar-Mor, Inc. Warrants). Shopko Stores, Inc. has no Warrants
outstanding.

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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 Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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To the Shareholders of
ShopKo Stores, Inc.

Enclosed are a Notice of Special Meeting of Shareholders, a Joint Proxy
Statement/Prospectus and a Proxy for a Special Meeting of Shareholders of
ShopKo Stores, Inc. to be held on December , 1996 at a.m., local time, at
.

At the Special Meeting, you will be asked to consider and vote on an
Agreement and Plan of Reorganization pursuant to which ShopKo and Phar-Mor,
Inc. will become wholly owned subsidiaries of Cabot Noble, Inc. The business
combination will be accomplished through share exchanges with Cabot Noble. The
terms of the combination provide that ShopKo shareholders will receive 2.4
shares of Cabot Noble common stock for each share of ShopKo common stock,
subject to adjustment to the extent that the value of the exchange
consideration falls outside a range of $17.25 to $18.00 per share of ShopKo
common stock, based upon an average market price of Phar-Mor common stock
during a specified measurement period. Phar-Mor shareholders will receive one
share of Cabot Noble common stock for each share of Phar-Mor common stock.
Attachment A illustrates how the exchange ratio is calculated for ShopKo
shareholders.

Immediately following the share exchanges, Cabot Noble will purchase from
supervalu inc. 90% of the Cabot Noble shares it receives for its ShopKo Shares
in the combination, for the equivalent of $16.86 per share of ShopKo common
stock in cash and a short-term note (the "Cabot Noble Buy Back").

AFTER CAREFUL CONSIDERATION OF NUMEROUS FACTORS, INCLUDING THE
RECOMMENDATION OF A SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS, THE BOARD OF
DIRECTORS OF SHOPKO HAS UNANIMOUSLY APPROVED THE COMBINATION, AND RECOMMENDS
THAT ALL SHOPKO SHAREHOLDERS VOTE FOR THE APPROVAL AND ADOPTION OF THE
COMBINATION.

Among the factors considered by the ShopKo Board were the following benefits
of the proposed transaction:

. The transaction is expected to result in earnings per share accretion to
the ShopKo shareholders based upon an analysis prepared by ShopKo's
financial advisors.

. As a result of the Cabot Noble Buy Back, the ShopKo public shareholders
(excluding supervalu) will own a much greater percentage of Cabot Noble
(approximately 73%) than they currently own of ShopKo (approximately
54%).

. The value to be received by the ShopKo public shareholders is a premium
to both the pre-announcement trading price of the ShopKo common stock
and the value to be received by supervalu in the Cabot Noble Buy Back.

. The Cabot Noble Buy Back substantially reduces the perceived depressive
effect on the market price of ShopKo's common stock of supervalu's
expressed desire to liquidate its 46% equity ownership in ShopKo, which
had created an "overhang" on the market. The approximately $70 million
of excess cash held by Phar-Mor and made available to Cabot Noble
through the combination will fund a substantial portion of the Cabot
Noble Buy Back.

. The ShopKo public shareholders will exchange their investment in a
regional business for an investment in a national and more diversified
business.

. The combination is designed to enable ShopKo to (1) decrease its expense
ratios by eliminating administrative redundancies; (2) increase its
revenues, buying power and gross margins through combined sourcing of
merchandise with Phar-Mor; and (3) reinvest a significant portion of the
synergies resulting from the combination in lower and more competitive
prices for consumable merchandise sold in its stores. As a result of
these benefits, ShopKo should be able to compete more effectively.

. The combination results in the acquisition of an equity interest in the
Phar-Mor business--102 stores (selected from Phar-Mor's 311 pre-
bankruptcy stores)--in combination with ShopKo's administrative
management strength and infrastructure. After the combination, it is
also expected that Phar-Mor will sell selected ShopKo merchandise and
optical services using Phar-Mor's current excess floor space.

All shareholders are invited to attend the Special Meeting in person. The
affirmative vote of the holders of a majority of the outstanding shares of
ShopKo common stock will be necessary for approval and adoption of the
Agreement and Plan of Reorganization.

In order that your shares may be represented at the Special Meeting, you are
urged to promptly complete, sign, date and return the accompanying Proxy in
the enclosed envelope, whether or not you plan to attend the Special Meeting.
If you attend the Special Meeting in person, you may, if you wish, revoke your
Proxy and vote in person on all matters brought before the Special Meeting
even if you have previously returned your Proxy.

Sincerely,

Michael W. Wright
Chairman of the Board

Dale P. Kramer
President and Chief Executive Officer

ATTACHMENT A

The terms of the proposed combination provide that (i) holders of Phar-Mor
common stock will receive one share of Cabot Noble common stock for each share
of Phar-Mor common stock owned as of the effective date of the combination and
(ii) holders of ShopKo common stock will receive 2.4 shares of Cabot Noble
common stock for each share of ShopKo common stock owned as of the effective
date of the combination, subject to adjustment to the extent that the value of
the exchange consideration per share of ShopKo common stock would otherwise
fall outside a range of $17.25 to $18.00 based upon an average market price of
Phar-Mor common stock (the "ShopKo Exchange Ratio"), determined as follows:

. If the "Average Closing Price" multiplied by 2.4 is less than $17.25
(i.e. if the Average Closing Price is less than $7.188), the ShopKo
Exchange Ratio will be increased to the quotient (taken to the third
decimal place) obtained by dividing $17.25 by the Average Closing Price.

. If the "Average Closing Price" multiplied by 2.4 exceeds $18.00 (i.e.,
if the Average Closing Price is greater than $7.50), the ShopKo Exchange
Ratio will be reduced to the quotient (taken to the third decimal place)
obtained by dividing $18.00 by the Average Closing Price.

Average Closing Price: means the average closing price per share
of Phar-Mor common stock for each Nasdaq National Market trading
day from November , 1996 through and including December , 1996
(the sixth trading day preceding the scheduled date of the special
meeting of ShopKo shareholders) (the "Pricing Period") as reported
for Nasdaq National Market issues in The Wall Street Journal.
Cabot Noble, ShopKo and Phar-Mor will issue a joint press release
following the termination of the Pricing Period specifying the
Average Closing Price and the resulting ShopKo Exchange Ratio.

ASSUMED AVERAGE SHOPKO EXCHANGE RATIO AGGREGATE VALUE
CLOSING PRICE (NUMBER OF CABOT NOBLE RECEIVED PER
OF PHAR-MOR SHARES ISSUED IN EXCHANGE SHOPKO SHARE
SHARES(1) FOR EACH SHOPKO SHARE) EXCHANGED
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$5.500 3.136(2) $17.250
5.750 3.000 17.250
6.000 2.875 17.250
6.250 2.760 17.250
6.500 2.654 17.250
6.750 2.556 17.250
7.000 2.464 17.250
7.188 2.400 17.250
7.250 2.400 17.400
7.375 2.400 17.700
7.500 2.400 18.000
7.750 2.323 18.000
8.000 2.250 18.000
8.250 2.182 18.000
8.500 2.118 18.000
8.750 2.057 18.000
9.000 2.000 18.000
9.250 1.946 18.000
9.500 1.895(3) 18.000

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(1) The prices indicated represent hypothetical Average Closing Prices, are
assumed for illustrative purposes only, and will vary with the market
price of the Phar-Mor common stock during the Pricing Period.
(2) If the ShopKo Exchange Ratio is greater than 3.140, the Phar-Mor Board
would have the right to terminate the Combination Agreement, unless
ShopKo otherwise agrees that the ShopKo Exchange Ratio shall be set at
3.140.
(3) If the ShopKo Exchange Ratio is less than 1.895, the ShopKo Board would
have the right to terminate the Combination Agreement, unless Phar-Mor
otherwise agrees that the ShopKo Exchange Ratio shall be set at 1.895.

To the Shareholders of
Phar-Mor, Inc.

Enclosed are a Notice of Special Meeting of Shareholders, a Joint Proxy
Statement/ Prospectus and a Proxy for a Special Meeting of Shareholders (the
"Special Meeting") of Phar-Mor, Inc. ("Phar-Mor") to be held on December ,
1996 at a.m., local time, at .

At the Special Meeting, you will be asked to consider and vote on an
Agreement and Plan of Reorganization, pursuant to which Phar-Mor and ShopKo
Stores, Inc. ("ShopKo") will become wholly owned subsidiaries of Cabot Noble,
Inc. ("Cabot Noble"). The business combination will be accomplished through
share exchanges with Cabot Noble. The terms of the combination provide that
Phar-Mor shareholders will receive one share of Cabot Noble common stock for
each share of Phar-Mor common stock. ShopKo shareholders will receive 2.4
shares of Cabot Noble common stock for each share of ShopKo common stock
owned, subject to adjustment to the extent that the value of the exchange
consideration falls outside a range of $17.25 to $18.00 per share of ShopKo
common stock, based on an average market price of Phar-Mor common stock during
a specified measurement period.

Immediately following the completion of the share exchanges, Cabot Noble
will purchase from supervalu inc. 90% of the shares of Cabot Noble common
stock which it receives in exchange for its ShopKo common stock, for the
equivalent of $16.86 per share of ShopKo common stock, in cash and a short-
term note.

AFTER CAREFUL CONSIDERATION OF NUMEROUS FACTORS, THE BOARD OF DIRECTORS OF
PHAR-MOR HAS APPROVED THE COMBINATION AND RECOMMENDS THAT ALL PHAR-MOR
SHAREHOLDERS VOTE FOR THE APPROVAL AND ADOPTION OF THE COMBINATION.

As you may be aware, in September 1995, Phar-Mor became a publicly traded
company. The reorganized Phar-Mor chain currently generates over $1 billion in
annual revenues at 102 individually profitable stores, with approximately 66%
of revenues generated at stores located in Phar-Mor's core markets of
Pennsylvania, Ohio, Virginia and West Virginia.

Over the past year, Phar-Mor's management has implemented a series of
fundamental changes to improve our company's financial performance. Among
other improvements, Phar-Mor has:

. Lowered prices on over 3,000 key items by implementing an everyday low
price strategy similar to Wal-Mart, as well as displaying comparison
pricing on signage throughout its stores and guaranteeing pharmacy
customers the "Lowest Prescription Price or it's Free."

. Implemented a new marketing strategy of "Don't Pay Drugstore Prices"
with increased advertising circulars in standardized formats emphasizing
comparison prices.

. Implemented a new merchandising strategy focusing on the most popular
and profitable items and eliminated over 25,000 unprofitable items.
Phar-Mor added new departments such as discount greeting cards, club
store large pack items, pet items, and Kodak film kiosks.

. Designed and created two new prototype Phar-Mor stores, including
upscale and club store versions with plans to complete eleven remodels
by January 1997. The new prototypes reposition signature departments to
provide customers an easy-to-navigate shopping format further enhanced
by customer signage.

All of these changes significantly increased customer counts and sales per
customer and, as a result, Phar-Mor was profitable for the fiscal year ended
June 29, 1996.

Despite these fundamental improvements, Phar-Mor's current and future
profitability is constrained by having only 102 stores, which represents a
small revenue and store base relative to our national competitors. In

addition, the complexity of our business and the demands and risks of
rebuilding our business represent additional operational constraints.

It has been our goal to use our strong balance sheet and cash position
(approximately $97 million as of October 5, 1996) to increase our
competitiveness by combining with or acquiring complementary businesses. Such
a combination will offer Phar-Mor greater economies of scale, increased
purchasing power and lower costs of goods sold, geographic and merchandise
diversity and the ability to leverage Phar-Mor's existing fixed costs,
properties and management.

The combination with ShopKo provides us the opportunity to achieve this goal
by joining with a successful and complementary retailer that, over the last
five years, has invested $130 million to remodel and remerchandise its stores
in the face of increasing competition and over $40 million in strategic
upgrades of its systems and technology. In addition, ShopKo has efficient and
flexible administrative facilities which we can use to lower our costs,
increase service levels to our stores and generate increased purchasing power.
ShopKo and key members of its talented management team have a demonstrated
record of success over this period.

Management believes that the combination with ShopKo provides the following
specific benefits to Phar-Mor shareholders:

. It combines Phar-Mor, a regional discount merchandise chain with 102
stores in 18 states, with ShopKo to create a national discount retailer
offering pharmaceutical products and services in the United States with
a total of over 230 stores in 29 states across the nation, and combined
projected revenues of nearly $3.4 billion in fiscal year 1997. (See
Cabot Noble Pro Forma Combined Projections on pages 56 through 62 of the
Joint Proxy Statement/Prospectus.)

. It significantly increases the projected earnings per share from Phar-
Mor's current projections. For example, earnings per share are projected
to increase by $0.43-$0.60 in each of fiscal years 1997 to 1999. (See
Phar-Mor management projections and Cabot Noble Pro Forma Combined
Projections, pages 56 through 62 of the Joint Proxy
Statement/Prospectus.)

. It creates cross-merchandising opportunities which are expected to
increase revenues by exploiting higher margin products that are not
currently sold by both companies, such as optical products and services,
basic apparel and fashion jewelry, and additional health and beauty care
products.

. It reduces merchandising costs, corporate overhead and selling, general
and administrative expenses by up to $20 million annually. A significant
portion of this reduction is expected to be achieved by consolidating
Phar-Mor's administrative and operating functions at ShopKo's current
headquarters in Green Bay, Wisconsin, which should significantly
increase management efficiency. These savings, together with the
enhanced purchasing power of the combined companies, will enable Phar-
Mor and ShopKo to compete more aggressively for market share against
competitors such as Wal-Mart and Walgreen's, by passing on greater
savings to our customers.

. It enables Phar-Mor to benefit immediately from ShopKo's existing state-
of-the-art information management and data processing systems, without
the need for Phar-Mor to incur the substantial costs, risks and delays
of developing these systems for itself.

. It eliminates the costs, risks and delays associated with downsizing
certain existing Phar-Mor stores by using excess store capacity to sell
higher margin merchandise and services, such as optical services, that
have been highly successful for ShopKo.

. It provides the opportunity for Phar-Mor's shareholders to participate
in the significant growth in prescription benefit management (PBM) and
related services offered by ShopKo's ProVantage subsidiary. ProVantage
has increased revenues from $14 million in fiscal year 1994 to an
estimated $365 million in fiscal year 1997. Management believes that
ProVantage will generate over $500 million in sales in fiscal 1998.

Management believes that these benefits will materially improve Phar-Mor's
competitive position and profitability by accelerating the opportunities to
reduce costs, enhance revenues and create new and diverse opportunities for
future growth. Without the benefits which the combination with ShopKo is
expected to yield, Phar-Mor will be compelled to invest substantial capital,
time and other resources to improve its technological and logistical
infrastructure and downsize stores, find other means to further reduce
expenses, and seek other opportunities to increase revenues and profitability.
In light of the intensifying competition among retail merchandise companies
and the growing dominance of the largest chains, including Wal-Mart and
Walgreen's, Phar-Mor would have to implement many of these strategies swiftly
and at great cost, with little certainty that these improvements would
ultimately succeed. Moreover, it is likely that any benefits would only be
realized after a considerable passage of time, while many of Phar-Mor's larger
competitors would continue to challenge Phar-Mor's position in the
marketplace. We believe that the combination with ShopKo provides the
opportunity to create a stronger, more competitive and more profitable company
faster and with less risk than if Phar-Mor were compelled to act unilaterally.

All shareholders are invited to attend the Special Meeting in person. The
affirmative vote of holders of a majority of the shares of Phar-Mor common
stock represented at the Special Meeting, in person or by proxy, will be
necessary for adoption of the Agreement and Plan of Reorganization.

In order that your shares may be represented at the Special Meeting, you are
urged to promptly complete, sign, date and return the accompanying Proxy in
the enclosed envelope, whether or not you plan to attend the Special Meeting.
If you attend the Special Meeting in person, you may, if you wish, vote in
person on all matters brought before the Special Meeting even if you have
previously returned your Proxy.

Sincerely,

Robert M. Haft
Chairman of the Board and Chief
Executive Officer

M. David Schwartz
President and Chief Operating
Officer

Daniel J. O'Leary
Senior Vice President and Chief
Financial Officer

John R. Ficarro
Senior Vice President and General
Counsel

SHOPKO STORES, INC.
700 PILGRIM WAY
P.O. BOX 19060
GREEN BAY, WISCONSIN 54307-9060
(414) 497-2211

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
DECEMBER , 1996

A special meeting of the shareholders of ShopKo Stores, Inc., a Minnesota
corporation ("ShopKo"), will be held at , , and at any
adjournments thereof (the "Special Meeting"), on , December , 1996, at
a.m., local time, for the following purposes:

1. To consider and vote upon a proposal to approve and adopt an Agreement
and Plan of Reorganization among Cabot Noble, Inc., a newly formed Delaware
corporation ("Cabot Noble"), ShopKo and Phar-Mor, Inc., a Pennsylvania
corporation ("Phar-Mor"), dated as of September 7, 1996, as amended and
restated (the "Combination Agreement"), and a plan of exchange provided for
therein (collectively, the "ShopKo Plan") pursuant to which each
outstanding share of ShopKo common stock, par value $.01 per share ("ShopKo
Shares") (other than ShopKo Shares as to which dissenters' rights are
perfected), will be exchanged (the "ShopKo Exchange") for 2.4 (the "ShopKo
Exchange Ratio") shares of Cabot Noble common stock, par value $.01 per
share ("Cabot Noble Shares"), subject to adjustment to the extent that the
value of the exchange consideration would otherwise fall outside a range of
$17.25 to $18.00 per ShopKo Share based on the average of the daily closing
per share sales prices of the Phar-Mor common stock, par value $.01 per
share ("Phar-Mor Shares"), during the thirty-day period ending on December
, 1996, and cash in lieu of any fractional share, concurrently with
consummation of a plan of exchange (the "Phar-Mor Plan") pursuant to which
each outstanding Phar-Mor Share will be exchanged for one Cabot Noble Share
(the "Phar-Mor Exchange"), all as described in the Joint Proxy
Statement/Prospectus dated November , 1996, attached to this Notice (the
"Joint Proxy Statement/Prospectus").

Immediately following the consummation of the ShopKo Plan and the Phar-
Mor Plan (collectively, the "Combination"), Cabot Noble will purchase 90%
of the Cabot Noble Shares issued pursuant to the ShopKo Exchange to
supervalu inc., an approximately 46% shareholder of ShopKo prior to the
Combination, in exchange for cash and a short-term promissory note (the
"Cabot Noble Buy Back" and, together with the Combination, the
"Transaction"). The Transaction is subject to certain conditions, including
the approval by the ShopKo shareholders and the Phar-Mor shareholders of
the ShopKo Plan and the Phar-Mor Plan, respectively, as described in the
Joint Proxy Statement/Prospectus.

The Combination Agreement is attached as Annex A to the Joint Proxy
Statement/Prospectus. Shareholders of ShopKo (including supervalu) will
hold approximately 79% of the Cabot Noble Shares outstanding upon
completion of the Transaction assuming no exercise of stock options or
warrants of either ShopKo or Phar-Mor and no adjustment to the ShopKo
Exchange Ratio.

2. To transact such other business as may properly come before the
Special Meeting or adjournments thereof.

Only shareholders of record at the close of business on November , 1996,
will be entitled to notice of and to vote at the Special Meeting.

THE BOARD OF DIRECTORS OF SHOPKO (THE "SHOPKO BOARD") HAS UNANIMOUSLY
APPROVED THE COMBINATION AGREEMENT, INCLUDING THE SHOPKO PLAN, AND HAS
DETERMINED THAT THE TRANSACTION IS FAIR TO, AND IN THE BEST INTERESTS OF,
SHOPKO AND THE SHOPKO PUBLIC SHAREHOLDERS. THE SHOPKO BOARD UNANIMOUSLY
RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL AND ADOPTION OF THE SHOPKO
PLAN. THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING
SHOPKO SHARES IS REQUIRED TO ADOPT THE SHOPKO PLAN.

Holders of ShopKo Shares that comply with the procedures of Section 302A.473
of the Minnesota Business Corporation Act relating to dissenters' rights (as
described in and attached as Annex D to the Joint Proxy Statement/Prospectus,
together with Section 302A.471 of the Minnesota Business Corporation Act) will
have the right to receive, in lieu of the consideration proposed under the
ShopKo Plan, the "fair value" of their ShopKo Shares in cash as and to the
extent provided in Section 302A.473.

Detailed information regarding the Transaction is contained in the attached
Joint Proxy Statement/Prospectus which you are urged to read carefully.

Whether or not you expect to attend the Special Meeting in person, please
complete, sign, date and return the proxy card in the enclosed postage-paid
envelope. If you later desire to revoke your proxy, you may do so at any time
before the shareholder vote is taken by giving written notice of your
revocation to an officer of ShopKo or by submitting to an officer of ShopKo a
subsequently dated proxy, which may be done in person at the Special Meeting.

By Order of the Board of Directors,

_____________________________________
Richard D. Schepp
Secretary

PHAR-MOR, INC.
20 FEDERAL PLAZA WEST
YOUNGSTOWN, OHIO 44501-0400
(330) 746-6641

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
DECEMBER , 1996

A special meeting of the shareholders of Phar-Mor, Inc., a Pennsylvania
corporation ("Phar-Mor"), will be held at , , and at any
adjournments thereof (the "Special Meeting"), on , December , 1996, at
a.m., local time, for the following purposes:

1. To consider and vote upon a proposal to approve and adopt an Agreement
and Plan of Reorganization among Cabot Noble, Inc., a newly formed Delaware
corporation ("Cabot Noble"), ShopKo Stores, Inc., a Minnesota corporation
("ShopKo"), and Phar-Mor dated as of September 7, 1996, as amended and
restated (the "Combination Agreement"), and a plan of exchange provided for
therein (collectively, the "Phar-Mor Plan") pursuant to which each
outstanding share of Phar-Mor common stock, par value $.01 per share
("Phar-Mor Shares"), will be exchanged (the "Phar-Mor Exchange") for one
share of Cabot Noble common stock, par value $.01 per share ("Cabot Noble
Shares"), concurrently with consummation of a plan of exchange (the "ShopKo
Plan") pursuant to which each outstanding share of ShopKo common stock, par
value $.01 per share ("ShopKo Shares") (other than ShopKo Shares as to
which dissenters' rights are perfected), will be exchanged (the "ShopKo
Exchange") for 2.4 Cabot Noble Shares (the "ShopKo Exchange Ratio"),
subject to adjustment to the extent that the value of the exchange
consideration would otherwise fall outside a range of $17.25 to $18.00 per
ShopKo Share based on the average of the daily closing sales prices per
share of the Phar-Mor Shares during the thirty-day period ending on
December , 1996, and cash in lieu of any fractional share, all as
described in the Joint Proxy Statement/Prospectus dated November , 1996,
attached to this Notice (the "Joint Proxy Statement/Prospectus").

Immediately following the consummation of the Phar-Mor Plan and the
ShopKo Plan (collectively, the "Combination"), Cabot Noble will purchase
90% of the Cabot Noble Shares issued pursuant to the ShopKo Exchange to
supervalu inc., an approximately 46% shareholder of ShopKo prior to the
Combination, in exchange for cash and a short-term promissory note (the
"Cabot Noble Buy Back" and, together with the Combination, the
"Transaction"). The Transaction is subject to certain conditions, including
the approval by the ShopKo shareholders and the Phar-Mor shareholders of
the ShopKo Plan and the Phar-Mor Plan, respectively, as described in the
Joint Proxy Statement/Prospectus.

The Combination Agreement is attached as Annex A to the Joint Proxy
Statement/Prospectus. Shareholders of Phar-Mor will hold approximately 21%
of the Cabot Noble Shares outstanding upon completion of the Transaction
assuming no exercise of stock options or warrants of either ShopKo or Phar-
Mor and no adjustment to the ShopKo Exchange Ratio.

2. To transact such other business as may properly come before the
Special Meeting or any adjournment thereof.

Only shareholders of record at the close of business on November , 1996,
will be entitled to notice of and to vote at the Special Meeting.

THE BOARD OF DIRECTORS OF PHAR-MOR (THE "PHAR-MOR BOARD") HAS APPROVED THE
COMBINATION AGREEMENT, INCLUDING THE PHAR-MOR PLAN, AND HAS DETERMINED THAT
THE TRANSACTION IS FAIR TO, AND IN THE BEST INTERESTS OF, PHAR-MOR AND THE
PHAR-MOR SHAREHOLDERS. THE PHAR-MOR BOARD RECOMMENDS THAT SHAREHOLDERS VOTE
FOR APPROVAL AND ADOPTION OF THE PHAR-MOR PLAN. THE AFFIRMATIVE VOTE OF THE
HOLDERS OF A MAJORITY OF THE PHAR-MOR SHARES REPRESENTED AT THE SPECIAL
MEETING, IN PERSON OR BY PROXY, AND ENTITLED TO VOTE THEREAT IS REQUIRED TO
ADOPT THE PHAR-MOR PLAN.

Phar-Mor's Bylaws provide that those shareholders entitled to vote who
attend a meeting of shareholders that has been previously adjourned for one or
more periods aggregating at least 15 days because of the absence of a quorum,
although representing less than a majority of the outstanding Phar-Mor Shares,
shall nevertheless constitute a quorum for the purpose of acting upon any
matter set forth in the notice of the meeting if the notice states that those
shareholders who attend the adjourned meeting shall nevertheless constitute a
quorum for the purpose of acting upon the matter. SHAREHOLDERS ARE HEREBY
NOTIFIED THAT, IN THE EVENT THE SCHEDULED SPECIAL MEETING IS ADJOURNED,
SHAREHOLDERS WHO ATTEND THE ADJOURNED SPECIAL MEETING AS DESCRIBED ABOVE,
WHETHER OR NOT THEY REPRESENT LESS THAN A MAJORITY OF THE OUTSTANDING PHAR-MOR
SHARES, SHALL NEVERTHELESS CONSTITUTE A QUORUM FOR THE PURPOSE OF ACTING ON
THE MATTERS IDENTIFIED IN THIS NOTICE.

Detailed information regarding the Transaction is contained in the attached
Joint Proxy Statement/Prospectus which you are urged to read carefully.

Whether or not you expect to attend the Special Meeting in person, please
complete, sign, date and return the proxy card in the enclosed postage-paid
envelope. If you later desire to revoke your proxy, you may do so at any time
before the shareholder vote is taken by giving written notice or revocation to
the secretary of Phar-Mor, by submitting a later dated proxy or by voting in
person at the Special Meeting.

By Order of the Board of Directors,

_____________________________________
John R. Ficarro
Secretary

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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 THAT A FINAL PROSPECTUS HAS BEEN +
+DELIVERED. 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 SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED OCTOBER 11, 1996

JOINT PROXY STATEMENT/PROSPECTUS

CABOT NOBLE, INC.
PROSPECTUS

SHOPKO STORES, INC. PHAR-MOR, INC.
PROXY STATEMENT PROXY STATEMENT

For Special Meeting of Shareholders For Special Meeting of Shareholders
To Be Held December , 1996 To Be Held December , 1996

This Joint Proxy Statement/Prospectus is being furnished to the shareholders
of ShopKo Stores, Inc. ("ShopKo") and Phar-Mor, Inc. ("Phar-Mor") in connection
with the proposed share exchanges with Cabot Noble, Inc. ("Cabot Noble") as a
result of which (i) ShopKo and Phar-Mor will become wholly owned subsidiaries
of Cabot Noble, (ii) holders of common stock of ShopKo, par value $.01 per
share ("ShopKo Shares") (other than ShopKo Shares as to which dissenters'
rights have been perfected), will receive 2.4 shares of common stock of Cabot
Noble, par value $.01 per share ("Cabot Noble Shares"), in exchange for each
outstanding ShopKo Share, subject to adjustment to the extent that the value of
the exchange consideration received per ShopKo Share would otherwise fall
outside a range of $17.25 to $18.00 (based on the average of the daily closing
sales prices per share of the common stock of Phar-Mor, par value $.01 per
share ("Phar-Mor Shares"), during the thirty-day period ending on December ,
1996), and cash in lieu of any fractional Cabot Noble Share (the "ShopKo
Exchange") (See Annex E hereto) and (iii) holders of Phar-Mor Shares will
receive one Cabot Noble Share in exchange for each outstanding Phar-Mor Share
(the "Phar-Mor Exchange" and, together with the ShopKo Exchange, the
"Combination"). Immediately following the consummation of the Combination,
Cabot Noble will purchase 90% of the Cabot Noble Shares issued pursuant to the
ShopKo Exchange to supervalu inc., an approximately 46% shareholder of ShopKo
prior to the Combination ("supervalu"), in exchange for cash and a short-term
promissory note in an aggregate amount equivalent to $16.86 per ShopKo Share
(the "Cabot Noble Buy Back" and, together with the Combination, the
"Transaction").

This Joint Proxy Statement/Prospectus constitutes (i) the Proxy Statement of
ShopKo with respect to the solicitation of proxies by the Board of Directors of
ShopKo (the "ShopKo Board") for use at ShopKo's special meeting of
shareholders, and at any adjournment thereof (the "ShopKo Special Meeting"), at
which the holders of ShopKo Shares will be asked to consider and vote upon the
Agreement and Plan of Reorganization dated as of September 7, 1996, as amended
and restated, by and among Cabot Noble, Phar-Mor and ShopKo (the "Combination
Agreement") and the ShopKo Exchange (collectively, the "ShopKo Plan"), (ii) the
Proxy Statement of Phar-Mor with respect to the solicitation of proxies by the
Board of Directors of Phar-Mor (the "Phar-Mor Board") for use at Phar-Mor's
special meeting of shareholders, and at any adjournment thereof (the "Phar-Mor
Special Meeting"), at which the holders of Phar-Mor Shares will be asked to
consider and vote upon the Combination Agreement and the Phar-Mor Exchange
(collectively, the "Phar-Mor Plan"), and (iii) the Prospectus of Cabot Noble
with respect to the Cabot Noble Shares and warrants to purchase Cabot Noble
Shares (the "Cabot Noble Warrants" and together with the Cabot Noble Shares,
the "Securities") to be issued in the Combination.

Cabot Noble has filed a Registration Statement on Form S-4 of which this
Joint Proxy Statement/Prospectus is a part (the "Registration Statement"),
under the Securities Act of 1933, as amended (the "Securities Act"), with the
Securities and Exchange Commission (the "Commission") relating to the Cabot
Noble Shares and the Cabot Noble Warrants. All information in the Registration
Statement regarding Cabot Noble has been provided by Cabot Noble, all
information in the Registration Statement regarding ShopKo has been provided by
ShopKo and all information in the Registration Statement regarding Phar-Mor has
been provided by Phar-Mor.

-----------

THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE COMBINATION HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY
STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS JOINT PROXY
STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------
FOR A DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING
THE TRANSACTION AND THE RECEIPT OF THE SECURITIES OFFERED HEREBY, SEE "RISK
FACTORS."
-----------
The date of this Joint Proxy Statement/Prospectus, and the approximate date
on which this Joint Proxy Statement/Prospectus is first being mailed to
shareholders, is November , 1996.

[Map entitled "Overview of the Companies--Pro Forma Geographic Composition"
showing the number of Phar-Mor and ShopKo retail stores in each state as
follows:

Alabama (Phar-Mor) 1
California (ShopKo) 1
Colorado (ShopKo and Phar-Mor) 5
Florida (Phar-Mor) 5
Georgia (Phar-Mor) 3
Idaho (ShopKo) 8
Illinois (ShopKo and Phar-Mor) 7
Indiana (Phar-Mor) 3
Iowa (ShopKo and Phar-Mor) 5
Kansas (Phar-Mor) 2
Kentucky (Phar-Mor) 1
Michigan (ShopKo) 4
Minnesota (ShopKo) 13
Missouri (Phar-Mor) 1
Montana (ShopKo) 5

Nebraska (ShopKo) 11
Nevada (ShopKo) 3
North Carolina (Phar-Mor) 9
Ohio (Phar-Mor) 15
Oklahoma (Phar-Mor) 1
Oregon (ShopKo) 4
Pennsylvania (Phar-Mor) 33
South Carolina (Phar-Mor) 4
South Dakota (ShopKo) 6
Utah (ShopKo) 15
Virginia (Phar-Mor) 11
Washington (ShopKo) 10
West Virginia (Phar-Mor) 4
Wisconsin (ShopKo and Phar-Mor) 42

The map also shows the location of Phar-Mor's distribution center in Ohio;
ShopKo's distribution centers in Wisconsin, Nebraska and Idaho; ProVantage's
regional offices in Utah and Texas; the ProVantage Processing Center in
Wisconsin; and the Cabot Noble headquarters in Wisconsin.

Set forth beneath the map are the following facts about Cabot Noble:

SALES

$3.4 billion in combined general merchandise/health services sales

RETAIL OPERATIONS

Over 230 retail stores
29 States

MANAGED HEALTH CARE OPERATIONS

4 million lives under contract
50 States

[PHOTOS, INCLUDING 4 INTERIOR PHOTOGRAPHS OF SHOPKO STORES
DISPLAYING RETAIL HEALTH SERVICES, SEASONAL AND APPAREL DEPARTMENTS
AND 4 INTERIOR PHOTOGRAPHS DISPLAYING PHAR-MOR REMODELED
MERCHANDISING ASSORTMENTS, AND SHOPPERS, ETC.]

[CONTINUED FROM COVER PAGE]

ShopKo Shares and Phar-Mor Shares which are represented by properly executed
proxies will, unless such proxies have been previously revoked, be voted in
accordance with the instructions indicated in such proxies. If no instructions
are so indicated, such shares will be voted in favor of approval and adoption
of the ShopKo Plan and the Phar-Mor Plan, respectively, and, in the discretion
of the respective proxy holder, such other business as may properly come
before the Special Meetings. Any shareholder of Phar-Mor who has given a proxy
may revoke it at any time prior to its exercise at the Phar-Mor Special
Meeting by filing an instrument revoking it with the secretary of Phar-Mor, by
duly executing a proxy bearing a later date or by appearing at the meeting and
voting in person. Any shareholder of ShopKo who has given a proxy may revoke
it at any time prior to its exercise at the ShopKo Special Meeting by filing
an instrument revoking it with an officer of ShopKo or by duly executing and
filing with an officer of ShopKo a proxy bearing a later date. The mere
presence at a Special Meeting of a person who has appointed a proxy does not
revoke the appointment.

The ShopKo Shares are traded on the New York Stock Exchange (the "NYSE")
under the symbol "SKO." The Phar-Mor Shares are traded on the Nasdaq National
Market ("Nasdaq-NMS") under the symbol "PMOR." On November , 1996, the last
sale price of the ShopKo Shares and the Phar-Mor Shares was $ and $ per
share, respectively. See "Market Price and Dividend Data."

Cabot Noble intends to apply for listing of the Cabot Noble Shares for
trading on the NYSE.

AVAILABLE INFORMATION

Cabot Noble has filed with the Commission a registration statement on Form
S-4 (herein, together with all amendments and exhibits thereto, referred to as
the "Registration Statement") under the Securities Act with respect to the
Cabot Noble Shares and Cabot Noble Warrants. This Joint Proxy
Statement/Prospectus, which forms a part of the Registration Statement, does
not contain all of the information set forth in the Registration Statement,
certain portions of which have been omitted as permitted by the rules and
regulations of the Commission. Statements contained in this Joint Proxy
Statement/Prospectus as to the contents of any contract or other document are
not necessarily complete, and in each instance reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by reference to
such contract or document.

Each of Phar-Mor and ShopKo 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 Commission. Such reports, proxy statements and other information may
be inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the following Regional Offices of the Commission: 7 World Trade Center,
Thirteenth Floor, New York, New York 10048, and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such materials may also be obtained
by mail, upon payment of the Commission's customary fees, by writing to the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The ShopKo Shares are listed on the NYSE. The Phar-Mor
Shares are listed on the Nasdaq-NMS. Reports, proxy statements and other
information filed by ShopKo may be inspected at the offices of the NYSE at 20
Broad Street, New York, New York 10005, and such information filed by Phar-Mor
may also be inspected at the offices of the Nasdaq-NMS at 1735 K Street, N.W.,
Washington, D.C. 20006. The Commission maintains an Internet web site
(http://www.sec.gov) that contains reports, proxy and information statements
and other information regarding each of Phar-Mor and ShopKo.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents previously filed with the Commission by ShopKo
pursuant to the Exchange Act are incorporated by reference in this Proxy
Statement:

1. ShopKo's Annual Report on Form 10-K for the fiscal year ended February
24, 1996;

2. ShopKo's Quarterly Reports on Form 10-Q for the fiscal quarters ended
June 15 and September 7, 1996;

3. ShopKo's Current Report on Form 8-K dated September 7, 1996; and

4. ShopKo's Proxy Statement for its Annual Meeting of Shareholders dated
May 10, 1996.

The information relating to ShopKo contained in this Joint Proxy
Statement/Prospectus does not purport to be comprehensive and should be read
together with the information in the documents incorporated by reference
herein.

All documents filed by ShopKo pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Joint Proxy
Statement/Prospectus and prior to the date of the Special Meetings shall be
deemed to be incorporated by reference in this Joint Proxy
Statement/Prospectus and be a part hereof from the dates of filing such
documents or reports. 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 Joint Proxy Statement/Prospectus to the
extent that a statement contained herein, or in any other subsequently filed
document which also is or is deemed to be incorporated 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 Joint Proxy Statement/Prospectus.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS WITH RESPECT TO THE MATTERS DESCRIBED IN THIS JOINT PROXY
STATEMENT/PROSPECTUS OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE
HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY CABOT NOBLE, SHOPKO OR PHAR-MOR. THIS
JOINT PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, NOR DOES IT CONSTITUTE THE
SOLICITATION OF A PROXY, IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE ANY SUCH SOLICITATION IN SUCH JURISDICTION. THE DELIVERY
OF THIS JOINT PROXY STATEMENT/PROSPECTUS SHALL NOT, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF CABOT
NOBLE, SHOPKO OR PHAR-MOR SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE
WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH. COPIES OF SUCH DOCUMENTS
(OTHER THAN EXHIBITS THERETO WHICH ARE NOT SPECIFICALLY INCORPORATED BY
REFERENCE HEREIN) ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON, INCLUDING ANY
BENEFICIAL OWNER OF SHOPKO SHARES OR PHAR-MOR SHARES TO WHOM THIS JOINT PROXY
STATEMENT/PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST, TO RICHARD D.
SCHEPP, CORPORATE SECRETARY, SHOPKO STORES, INC. 700 PILGRIM WAY, P.O. BOX
19060, GREEN BAY, WISCONSIN 54307-9060, TELEPHONE NUMBER (414) 497-2211, OR
JOHN R. FICARRO, CORPORATE SECRETARY, PHAR-MOR, INC., 20 FEDERAL PLAZA WEST,
YOUNGSTOWN, OHIO, 44501-0400, TELEPHONE NUMBER (330) 746-6641. IN ORDER TO
ENSURE DELIVERY OF DOCUMENTS PRIOR TO THE APPLICABLE SPECIAL MEETING, ANY
REQUEST THEREFOR SHOULD BE MADE NOT LATER THAN DECEMBER , 1996.

iii

FORWARD-LOOKING STATEMENTS

The actual results of ShopKo, Phar-Mor and Cabot Noble may differ materially
from those contained in forward-looking statements contained in (i) this Joint
Proxy Statement/Prospectus, including, without limitation, statements made
under "Certain Forward-Looking Information;" (ii) information included or
incorporated by reference in future filings by ShopKo, Phar-Mor, or Cabot
Noble with the Commission, and (iii) information contained in written
material, releases and oral statements issued by, or on behalf of, ShopKo,
Phar-Mor or Cabot Noble. Factors which may cause such a difference to occur
include, but are not limited to: (i) delays in anticipated cost savings, (ii)
higher than anticipated costs in completing the Transaction, (iii) business
disruption related to the Transaction (both before and after completion), (iv)
cost savings that are less than anticipated, (v) higher than expected
financing or refinancing costs, (vi) costs and delays caused by any
litigation, (vii) unanticipated regulatory delays or constraints or changes in
the proposed Transaction required by regulatory authorities, (viii) other
unanticipated occurrences which may delay the consummation of the Transaction,
increase the costs related to the Transaction, or decrease the expected
financial and other benefits of the Transaction, (ix) heightened competition,
including specifically increased price competition from national and regional
discount stores, specialty stores, and prescription benefit management
companies, (x) adverse weather conditions, (xi) changes in the prescription
drug industry regarding pricing, formulary use, or reimbursement practices,
(xii) minimum wage legislation, (xiii) regulatory and litigation matters
affecting health care services, particularly prescription benefit managers,
(xiv) higher than anticipated interest rates, (xv) real estate costs and
construction and development costs, (xvi) inventory imbalances caused by
unanticipated fluctuations in consumer demand, and (xvii) trends in the
economy which affect consumer confidence and consumer demand for retail goods.

TABLE OF CONTENTS

Summary.................................................................... 1
Risk Factors............................................................... 13
Competition............................................................... 13
Limited Operating History of Reorganized Phar-Mor......................... 13
Combination of Retail Operations; Realization of Synergies................ 13
Leverage.................................................................. 13
Interests of Management................................................... 14
Trading Market for Cabot Noble Shares..................................... 14
Holding Company Structure; Reliance on Subsidiaries for Dividends......... 14
Dividends................................................................. 15
Dilution; Control of Cabot Noble.......................................... 15
Resale of Cabot Noble Shares.............................................. 16
Market Price of Cabot Noble Shares........................................ 16
Dependence on Key Personnel............................................... 16
No Appraisal Rights for Holders of Phar-Mor Shares; ShopKo Dissenters'
Rights................................................................... 16
Anti-Takeover Provisions.................................................. 16
Litigation and Insurance.................................................. 17
Cabot Noble Business Strategy.............................................. 18
General................................................................... 18
Cost Savings From the Combination......................................... 18
Revenue Enhancements from the Combination................................. 19
ProVantage................................................................ 20
Strategic Benefits of the Combination..................................... 20
Comparative Per Share Data................................................. 22
Capitalization............................................................. 23
Market Price and Dividend Data............................................. 24
ShopKo.................................................................... 24
Phar-Mor.................................................................. 24
Cabot Noble............................................................... 25
The Special Meetings....................................................... 26
General................................................................... 26
ShopKo Record Date; Quorum; Vote Required................................. 26
Phar-Mor Record Date; Quorum; Vote Required............................... 26
Dissenters' Rights........................................................ 27
Solicitation of ShopKo Proxies............................................ 30
Solicitation of Phar-Mor Proxies.......................................... 30
Other Matters to be Considered............................................ 31
The Transaction............................................................ 32
Background of the Transaction............................................. 32
Recommendations of ShopKo Board; Reasons for the Transaction.............. 34
ShopKo Fairness Opinion................................................... 36
Recommendations of Phar-Mor Board; Reasons for the Transaction............ 40
Phar-Mor Fairness Opinion................................................. 41
Terms of the ShopKo Plan.................................................. 45
Terms of the Phar-Mor Plan................................................ 46
Voting Agreement.......................................................... 46
Fractional Share Interests................................................ 47
Treatment of Options, Warrants and Other Rights........................... 47
Cabot Noble Buy Back...................................................... 48
Financing................................................................. 48
Representations and Warranties............................................ 49

Operations of Phar-Mor, ShopKo and Cabot Noble Prior to the Transaction.. 49
ShopKo Dividends......................................................... 50
No Solicitation; Certain Negotiations.................................... 50
Director and Officer Indemnification and Liability Insurance............. 50
Conditions Precedent to the Transaction.................................. 50
Termination; Break-up Fee................................................ 51
Modification or Waiver................................................... 53
Accounting Treatment..................................................... 53
Certain United States Federal Income Tax Consequences..................... 54
Certain Forward-Looking Information....................................... 56
Cabot Noble Pro Forma Combined Projection................................ 56
ShopKo Information Supplied to Phar-Mor.................................. 58
Phar-Mor Information Supplied to ShopKo.................................. 60
Cabot Noble
Unaudited Pro Forma Financial Statements................................. 63
ShopKo Selected Consolidated Financial Data............................... 70
ShopKo Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................... 71
General.................................................................. 71
Results of Operations.................................................... 71
Subsequent Events........................................................ 72
Liquidity and Capital Resources.......................................... 75
Inflation................................................................ 76
Phar-Mor Selected Consolidated Financial Data............................. 77
Phar-Mor Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................... 78
General.................................................................. 78
Recent Developments and Outlook.......................................... 78
Results of Operations.................................................... 78
Financial Condition and Liquidity........................................ 82
Trends, Demands, Commitments, Events or Uncertainties.................... 84
Inflation................................................................ 84
Description of Cabot Noble................................................ 85
General.................................................................. 85
Directors and Executive Officers......................................... 85
Management Compensation.................................................. 86
Employment Contracts..................................................... 86
Director Remuneration.................................................... 87
Stock Incentive Plan..................................................... 87
Director Stock Plan...................................................... 89
Director Phantom Stock Plan.............................................. 90
Pro Forma Beneficial Ownership of Cabot Noble Shares..................... 92
Description of ShopKo..................................................... 94
General.................................................................. 94
Merchandising Philosophy--Management..................................... 94
Merchandising and Services--General Merchandise.......................... 95
Merchandising and Services--Health Services.............................. 95
Marketing and Advertising................................................ 96
Store Layout and Design.................................................. 97
Store Operations and Management.......................................... 97
Purchasing and Distribution.............................................. 98
Management Information Systems........................................... 98

Expansion................................................................. 99
Competition............................................................... 101
Seasonality............................................................... 102
Employees................................................................. 102
Government Regulation..................................................... 102
Properties................................................................ 102
Legal Proceedings......................................................... 103
Executive Officers of ShopKo.............................................. 103
Employment Agreements--Executive Officers................................. 104
Indemnification of Officers and Directors................................. 104
Severance Agreements...................................................... 105
Description of Phar-Mor.................................................... 106
General................................................................... 106
Operations................................................................ 107
Marketing and Merchandising............................................... 108
Sales..................................................................... 109
Competition............................................................... 110
Capital Expenditures...................................................... 110
Growth.................................................................... 110
Trademarks and Service Marks.............................................. 111
History................................................................... 111
Regulation................................................................ 112
Properties................................................................ 112
Legal Proceedings......................................................... 113
Directors, Executive Officers............................................. 113
Executive Compensation.................................................... 117
Executive Compensation Plans.............................................. 119
Compensation of Directors................................................. 122
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements............................................................. 123
Compensation Committee Interlocks and Insider Participation............... 126

Security Ownership of Certain Beneficial Owners and Management........... 126
Certain Relationships and Related Transactions........................... 129
Description of Capital Stock of Cabot Noble............................... 132
Common Stock............................................................. 132
Preferred Stock.......................................................... 132
Warrants................................................................. 132
Transfer Agent and Registrar............................................. 133
Comparison of Rights of Phar-Mor and ShopKo Shareholders and Cabot Noble
Stockholders............................................................. 134
Certain Transactions...................................................... 147
Employment Agreements--Executive Officers................................ 147
Effect of the Transaction on Stock Option and Restricted Stock Awards of
ShopKo.................................................................. 149
CareStream Scrip Card Acquisition........................................ 149
Legal Matters............................................................. 150
Experts................................................................... 150
Index to Financial Statements............................................. F-1

- --------------------------------------------------------------------------------

Annex A.. Agreement and Plan of Reorganization, as amended
Annex B.. Fairness Opinion of Salomon Brothers Inc
Annex C.. Fairness Opinion of Jefferies & Company, Inc.
Annex D.. Minnesota Dissenters' Rights Statute
Annex E.. Calculation of ShopKo Exchange Ratio
Annex F.. Restated Certificate of Incorporation of Cabot Noble, Inc.
Annex G.. Management Projections; As Adjusted

SUMMARY

The following is a summary of certain information contained elsewhere in this
Joint Proxy Statement/Prospectus. Reference is made to, and this summary is
qualified in its entirety by, the more detailed information and financial
statements, including the notes thereto, contained elsewhere in this Joint
Proxy Statement/Prospectus. Unless the context otherwise requires, this Joint
Proxy Statement/Prospectus assumes that (i) all outstanding Phar-Mor Shares and
ShopKo Shares are exchanged in the Combination for Cabot Noble Shares, (ii) no
options or warrants issued by ShopKo or Phar-Mor are exercised prior to the
Effective Date, and (iii) the ShopKo Exchange Ratio (as defined below) is 2.4
Cabot Noble Shares for each ShopKo Share exchanged pursuant to the ShopKo Plan.

THE COMPANIES

CABOT NOBLE:

As used herein "Cabot Noble" refers to Cabot Noble, Inc., a Delaware
corporation, and as the context requires, after the Effective Date (as defined
below), its wholly owned subsidiaries, ShopKo and Phar-Mor. Until the
Combination, Cabot Noble will have minimal assets and will conduct no business.
After the Combination, Cabot Noble will be the holding company for Phar-Mor and
ShopKo, through which Cabot Noble will conduct retail discount drugstore,
general merchandise and managed health care businesses. See "Cabot Noble
Business Strategy" and "Description of Cabot Noble." The principal executive
offices of Cabot Noble will be located at 700 Pilgrim Way, P.O. Box 19060,
Green Bay, Wisconsin 54307-9060 (telephone number 414/497-2211).

SHOPKO:

As used herein "ShopKo" refers to ShopKo Stores, Inc., a Minnesota
corporation, and, as the context requires, references to ShopKo include its
subsidiaries. ShopKo will become a wholly owned subsidiary of Cabot Noble upon
completion of the Combination. ShopKo is principally engaged in the business of
providing general merchandise and health services through retail stores and
other managed health care services through its subsidiary, ProVantage, Inc.
("ProVantage"). As of September 30, 1996, ShopKo operated 130 stores in 15
states located primarily in the Upper Midwest, Pacific Northwest and Western
Mountain regions of the United States. ProVantage's managed health care
business is nationwide. Currently, 46% of the outstanding ShopKo Shares are
owned by supervalu and the balance is widely held by other holders (the "ShopKo
Public Shareholders"). See "Description of ShopKo." The principal executive
offices of ShopKo are located at 700 Pilgrim Way, P.O. Box 19060, Green Bay,
Wisconsin 54307-9060 (telephone number 414/497-2211).

PHAR-MOR:

As used herein "Phar-Mor" refers to Phar-Mor, Inc., a Pennsylvania
corporation, and, as the context requires, references to Phar-Mor include its
subsidiaries. Phar-Mor will become a wholly owned subsidiary of Cabot Noble
upon completion of the Combination. Phar-Mor is principally engaged in the
business of providing discount drugstore products and services through retail
stores. As of September 13, 1996, Phar-Mor operated 102 stores in 22 U.S.
metropolitan markets located primarily in Ohio (15 stores), Pennsylvania (33
stores), and Virginia (11 stores). These stores were selected from among the
311 stores operated by Phar-Mor before it emerged from bankruptcy in September
1995. See "Description of Phar-Mor." The principal executive offices of Phar-
Mor are located at 20 Federal Plaza West, Youngstown, Ohio 44501-0400
(telephone number 330/746-6641).

THE TRANSACTION

GENERAL

ShopKo is a leading regional retailer of general merchandise and health
services operating 130 stores in 15 states. ShopKo's retail stores offer a wide
variety of hardline and softline goods. A significant majority of ShopKo's
stores include full service pharmacy and optical departments. ShopKo's wholly
owned subsidiary, ProVantage, specializes in prescription benefit management
(PBM), vision benefit management (VBM) and health care decision support
services (DSS). Phar-Mor operates a chain of discount retail drugstores which
sell prescription and over-the-counter drugs, health and beauty care products,
cosmetics, greeting cards, groceries, beer, wine, tobacco, soft drinks and
seasonal and other general merchandise and rent videos. As of September 13,
1996, Phar-Mor operated 102 stores in 22 metropolitan areas in 18 states. The
Combination will combine these businesses under a common holding company, which
the ShopKo Board and Phar-Mor Board believe will result in a national discount
merchandise and health services provider with reduced operational and
administrative costs, enhanced profitability and a stronger competitive
position.

The ShopKo Board and Phar-Mor Board have approved the Agreement and Plan of
Reorganization dated as of September 7, 1996, as amended and restated, by and
among Cabot Noble, Phar-Mor and ShopKo (the "Combination Agreement") and the
share exchanges contemplated thereby (the "Combination" and, together with the
Cabot Noble Buy Back, the "Transaction"). Upon the consummation of the
Transaction, former ShopKo Public Shareholders will hold approximately 73%,
supervalu will own approximately 6%, and former shareholders of Phar-Mor will
hold approximately 21% of the total outstanding Cabot Noble Shares. The actual
percentages will depend upon the final ShopKo Exchange Ratio. See Annex E. The
Board of Directors of Cabot Noble (the "Cabot Noble Board") initially will
consist of the current directors of Phar-Mor ( of whom are independent),
Dale P. Kramer, the current chief executive officer of ShopKo, and two
individuals, at least one of whom will be an independent director, designated
by the ShopKo Board with the approval of the independent members of the Phar-
Mor Board. After the Effective Date (as defined below), Cabot Noble will have a
management team drawn from both companies. See "Description of Cabot Noble--
Directors and Executive Officers." For additional information concerning the
business of Cabot Noble, see "Cabot Noble Business Strategy," "Description of
Cabot Noble," and "Cabot Noble Unaudited Pro Forma Condensed Consolidated
Financial Statements."

The Combination will be accomplished through simultaneous share exchanges,
whereby ShopKo and Phar-Mor will become wholly owned subsidiaries of Cabot
Noble and former shareholders of ShopKo and Phar-Mor will receive Cabot Noble
Shares in accordance with the exchange ratios described herein. The ShopKo
Exchange and the Phar-Mor Exchange will each be accounted for as a purchase by
ShopKo of Phar-Mor. The principal terms of the Transaction, including the
ShopKo Plan, the Phar-Mor Plan and the Cabot Noble Buy Back (as defined below),
are summarized below.

SHOPKO'S REASONS FOR THE TRANSACTION

Among the factors considered by the ShopKo Board were the following benefits
of the proposed Transaction:

. The Transaction is expected to result in earnings per share accretion to
ShopKo's shareholders based upon an analysis prepared by ShopKo's
financial advisors. See "Certain Forward-Looking Information."

. As a result of the Cabot Noble Buy Back, the ShopKo Public Shareholders
will own a much greater percentage of Cabot Noble (approximately 73%)
than they currently own of ShopKo (approximately 54%).

. The value to be received by the ShopKo Public Shareholders is a premium
to both the pre-announcement trading price of the ShopKo Shares and the
value to be received by supervalu in the Cabot Noble Buy Back.

. The Cabot Noble Buy Back substantially reduces the perceived depressive
effect on the market price of ShopKo Shares attributable to supervalu's
expressed desire to liquidate its 46% equity ownership in ShopKo, which
had created an "overhang" on the market. The approximately $70 million of
excess cash held by Phar-Mor and made available to Cabot Noble through
the Combination will fund a substantial portion of the Cabot Noble Buy
Back.

. The ShopKo Public Shareholders will exchange their investment in a
regional business for an investment in a national and more diversified
business.

. The Combination is designed to enable ShopKo to (1) decrease its expense
ratios by eliminating administrative redundancies; (2) increase its
revenues, buying power and gross margins through combined sourcing of
merchandise with Phar-Mor; and (3) reinvest a significant portion of the
synergies resulting from the Combination in lower and more competitive
prices for consumable merchandise sold in its stores. As a result of
these benefits, ShopKo should be able to compete more effectively.

. The Combination results in the acquisition of an equity interest in the
Phar-Mor business--102 stores (selected from Phar-Mor's 311 pre-
bankruptcy stores)--in combination with ShopKo's administrative
management strength and infrastructure. After the Combination, it is also
expected that Phar-Mor will sell selected ShopKo merchandise and optical
services using Phar-Mor's current excess floor space.

PHAR-MOR'S REASONS FOR THE TRANSACTION

Management believes that the Combination with ShopKo provides the following
specific benefits to Phar-Mor shareholders:

. It combines Phar-Mor, a regional discount merchandise chain with 102
stores in 18 states, with ShopKo to create a national discount retailer
offering pharmaceutical products and services in the United States with a
total of over 230 stores in 29 states across the nation, and combined
projected revenues of nearly $3.4 billion in fiscal year 1997. See
"Certain Forward-Looking Information."

. It reduces merchandising costs, corporate overhead and selling, general
and administrative expenses by up to $20 million annually. A significant
portion of this reduction is expected to be achieved by consolidating
Phar-Mor's administrative and operating functions at ShopKo's current
headquarters in Green Bay, Wisconsin, which should significantly increase
management efficiency. These savings, together with the enhanced
purchasing power of the combined companies, will enable Phar-Mor and
ShopKo to compete more aggressively for market share against competitors
such as Wal-Mart and Walgreen's, by passing on greater savings to
customers.

. It eliminates the costs, risks and delays associated with downsizing
certain existing Phar-Mor stores by using excess store capacity to sell
high margin merchandise and services, such as optical services, that have
been highly successful for ShopKo.

. It provides the opportunity for Phar-Mor's shareholders to participate in
the significant growth in prescription benefit management ("PBM") and
related services offered by ShopKo's ProVantage subsidiary. ProVantage
has increased revenues from $14 million in fiscal year 1994 to an
estimated $365 million in fiscal year 1997. Management believes that
ProVantage will generate over $500 million in sales in fiscal year 1998.

Phar-Mor's management believes that these benefits will materially improve
Phar-Mor's competitive position and profitability by accelerating the
opportunities to reduce costs, enhance revenues and create new and diverse
opportunities for future growth. Without the benefits which the Combination is
expected to yield, Phar-Mor would be compelled to invest substantial capital,
time and other resources to improve its technological and logistical
infrastructure, downsize stores, find other means to further reduce expenses,
and seek other opportunities to increase revenues and profitability. In light
of the intensifying competition among retail merchandise companies and the
growing dominance of the largest chains, including Wal-Mart and Walgreen's,
Phar-Mor would have to implement many of these strategies in the near term and
at great cost, with little certainty that these strategies would ultimately
succeed. Moreover, it is likely that any benefits would only be realized after
a considerable passage of time, while many of Phar-Mor's larger competitors
would continue to challenge Phar-Mor's position in the marketplace. Phar-Mor's
management believes that the Combination provides the opportunity to create a
stronger, more competitive and more profitable company faster and with less
risk than if Phar-Mor were compelled to act unilaterally.

THE SHOPKO EXCHANGE

Pursuant to the ShopKo Exchange and subject to the terms of the Combination
Agreement, each ShopKo Share outstanding as of the Effective Date (other than
ShopKo Shares as to which dissenters' rights have been perfected), without any
further action on the part of ShopKo's shareholders, will be exchanged for 2.4
Cabot Noble Shares (and cash in lieu of any fractional share), subject to
adjustment to the extent that the value of the exchange consideration received
per ShopKo Share would otherwise fall outside a range of $17.25 to $18.00 (the
"ShopKo Exchange Ratio"). More specifically:

. If the average closing price per Phar-Mor Share for each Nasdaq-NMS
trading day from November , 1996 through and including December , 1996
(the sixth trading day preceding the scheduled date of the ShopKo
Special Meeting) (the "Pricing Period") as reported for Nasdaq-NMS
national issues in The Wall Street Journal (the "Average Closing Price")
multiplied by 2.4 exceeds $18.00, the ShopKo Exchange Ratio will be
reduced to the quotient (taken to the third decimal place) obtained by
dividing $18.00 by the Average Closing Price; provided that if the
ShopKo Exchange Ratio would be less than 1.895, the ShopKo Board shall
have the right to terminate the Combination Agreement, unless Phar-Mor
otherwise agrees that the ShopKo Exchange Ratio shall be set at 1.895.

. If the Average Closing Price multiplied by 2.4 is less than $17.25, the
ShopKo Exchange Ratio will be increased to the quotient (taken to the
third decimal place) obtained by dividing $17.25 by the Average Closing
Price; provided that if the ShopKo Exchange Ratio would be more than
3.140, the Phar-Mor Board shall have the right to terminate the
Combination Agreement, unless ShopKo otherwise agrees that the ShopKo
Exchange Ratio shall be set at 3.140.

For a schedule of the ShopKo Exchange Ratio calculations corresponding to
various Average Closing Prices for the Phar-Mor Shares, see Annex E hereto.

The ShopKo Exchange is intended to constitute a tax-free exchange such that,
among other things, ShopKo shareholders will not recognize gain or loss upon
the receipt of Cabot Noble Shares in exchange for their ShopKo Shares. See
"Certain United States Federal Income Tax Consequences."

THE PHAR-MOR EXCHANGE

Pursuant to the Phar-Mor Exchange and subject to the terms of the Combination
Agreement, each Phar-Mor Share outstanding as of the Effective Date, without
any further action on the part of Phar-Mor's shareholders, will be exchanged
for one Cabot Noble Share. The Phar-Mor Exchange is intended to constitute a
tax-free exchange such that, among other things, Phar-Mor shareholders will not
recognize gain or loss upon the receipt of Cabot Noble Shares in exchange for
their Phar-Mor Shares. See "Certain United States Federal Income Tax
Consequences."

CASH IN LIEU OF FRACTIONAL CABOT NOBLE SHARES

No fractional Cabot Noble Shares will be issued in the Combination. Any
fractional Cabot Noble Shares resulting from the ShopKo Exchange will be
aggregated and, as soon after the Effective Date as practicable, sold on the
principal trading market for the Cabot Noble Shares. The net proceeds from such
sale will be distributed pro rata among the shareholders that otherwise would
have received a fractional Cabot Noble Share in the Combination. See "The
Transaction--Fractional Share Interests."

CABOT NOBLE BUY BACK

Immediately following the consummation of the Combination, without any
further action by the shareholders of Cabot Noble, Phar-Mor or ShopKo, Cabot
Noble will purchase from supervalu, a significant shareholder of ShopKo, 90% of
the Cabot Noble Shares received by supervalu in the ShopKo Exchange (the "Buy
Back Shares") for $223,594,526, payable as follows: (i) $183,194,526 in cash;
and (ii) $40,400,000 in a short-term note issued by Cabot Noble and due January
31, 1997 (the "Cabot Noble Buy Back"). The short-term promissory note will be
secured by a pledge of the Buy Back Shares purchased by Cabot Noble. supervalu
will have certain shelf and incidental registration rights with respect to the
Cabot Noble Shares that it retains. ShopKo and Phar-Mor expect to have
approximately $150 million in cash available on the Effective Date to finance
the Cabot Noble Buy Back. Cabot Noble intends to finance the balance of the
Cabot Noble Buy Back through bank borrowings or other third-party financings
which are expected to be entered into prior to or contemporaneously with the
closing of the Cabot Noble Buy Back (the "Cabot Noble Financing"). The closing
of the Transaction is conditioned upon Cabot Noble's ability to obtain
financing of at least $75 million in connection with the Cabot Noble Buy Back.
See "The Transaction--Financing."

CONDITIONS OF THE TRANSACTION

The obligations of ShopKo and Phar-Mor to consummate the Combination are
subject to numerous conditions, including, among others: (i) obtaining
requisite shareholder approval of the Phar-Mor Plan and the ShopKo Plan, (ii)
the holders of not more than 5% of ShopKo Shares shall have exercised their
right under the Minnesota Business Corporation Act ("Minnesota Law") to dissent
from the ShopKo Plan and to have their ShopKo Shares appraised and to receive
their fair value in cash rather than Cabot Noble Shares, (iii) expiration or
termination of the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 (the "Hart-Scott-Rodino Act"), (iv)
obtaining appropriate consents of lenders, debenture holders and other third
parties, (v) receipt by Cabot Noble of a commitment or reasonable assurances
that it will obtain a minimum of $75 million in third-party financing in
connection with the Cabot Noble Buy Back, and (vi) receipt of certain solvency
and tax opinions. Each of Phar-Mor and ShopKo is currently attempting to
refinance its working capital facility, but there can be no assurance that such
financing will be available under terms acceptable to Phar-Mor and ShopKo, and
in such case certain third-party approvals necessary to effect the Transaction
may not be forthcoming. Such conditions may be waived under certain
circumstances. See "The Transaction--Conditions Precedent to the Transaction."

FINANCING

In connection with the Transaction, Cabot Noble intends to partially fund the
purchase price of the Cabot Noble Buy Back using the proceeds of the Cabot
Noble Financing and to fund the balance with available excess cash of Phar-Mor
and ShopKo. In addition, each of ShopKo and Phar-Mor is currently negotiating
to maintain or replace its working capital facility.

Currently, Phar-Mor has outstanding 11.72% Senior Notes due 2002 in the
aggregate principal amount of approximately $91.5 million (the "Phar-Mor Senior
Notes"). Although Phar-Mor believes that the Transaction does not entitle
holders of the Phar-Mor Senior Notes to cause Phar-Mor to offer to purchase
such instruments, Phar-Mor intends to solicit waivers from such holders of any
right they may have to compel Phar-Mor to offer to repurchase any Phar-Mor
Senior Notes as a result of any "change in control" resulting from the
Transaction. Receipt of such waivers is not a condition precedent to the
Transaction. If (i) such waivers are not received, (ii) it is determined that
such holders have such a right, and (iii) such holders exercise such right,
Phar-Mor would be required to repurchase the Phar-Mor Senior Notes at 101% of
their principal amount plus accrued interest to the date of repurchase. Phar-
Mor may need to obtain additional financing to repurchase the Phar-Mor Senior
Notes but has no current arrangements to obtain such financing, and there can
be no assurance that it would be able to arrange to obtain such financing.

EFFECTIVE DATE

The ShopKo Exchange and Phar-Mor Exchange will each become effective at such
time as the separate Articles of Exchange to be filed with the Secretary of
State of the State of Minnesota and the Articles of Exchange to be filed in the
Commonwealth of Pennsylvania Department of State, respectively, shall specify
(the "Effective Date"). Such filings are conditioned upon, among other things,
the approval of the ShopKo Plan and the Phar-Mor Plan by the shareholders of
ShopKo and Phar-Mor, respectively. The Effective Date is expected to occur
promptly after the Special Meetings if all other conditions precedent to the
Transaction are satisfied or waived. See "The Transaction."

THE SPECIAL MEETINGS

GENERAL

At the Special Meetings, holders of ShopKo Shares will be asked to adopt and
approve the ShopKo Plan and holders of Phar-Mor Shares will be asked to adopt
and approve the Phar-Mor Plan, each as described in the Combination Agreement
attached as Annex A hereto.

SHOPKO SPECIAL MEETING AND SHAREHOLDER APPROVAL

A Special Meeting of the shareholders of ShopKo will be held at ,
, on December , 1996, at a.m., local time. Only holders of record of
ShopKo Shares at the close of business on November , 1996 (the "ShopKo Record
Date") will be entitled to notice of and to vote at the ShopKo Special Meeting.
The presence of the holders of a majority of the ShopKo Shares outstanding as
of the ShopKo Record Date, either in person or by proxy, will constitute a
quorum for the purposes of the ShopKo Special Meeting. See "The Special
Meetings."

The affirmative vote of the holders of at least a majority of the outstanding
ShopKo Shares is required to approve and adopt the ShopKo Plan. At the ShopKo
Record Date, there were ShopKo Shares outstanding, each share entitling
its holder to one vote. As of the date of this Joint Proxy
Statement/Prospectus, supervalu has agreed to vote a number of its ShopKo
Shares equal to approximately 19.9% of the outstanding ShopKo Shares, and has
indicated its intention to vote all of its ShopKo Shares (approximately 46%),
in favor of approval and

adoption of the ShopKo Plan. See "The Transaction--Voting Agreement." ShopKo
directors, officers and other affiliates are entitled to vote in the aggregate
approximately % of the outstanding ShopKo Shares. ShopKo directors and
executive officers have indicated that they intend to vote all of their ShopKo
Shares in favor of the ShopKo Plan.

RECOMMENDATIONS OF SHOPKO BOARD AND FAIRNESS OPINION

The ShopKo Board, upon the recommendation of its special committee, has
approved the ShopKo Plan and the Combination Agreement and believes the
Transaction, including the ShopKo Exchange, to be in the best interests of
ShopKo shareholders and recommends a vote FOR approval and adoption of the
ShopKo Plan. In arriving at its determination, the ShopKo Board considered a
number of factors, including the opinion of Salomon Brothers Inc ("Salomon
Brothers"), the financial advisor to ShopKo, that as of the date of such
opinion the consideration to be received by the ShopKo Public Shareholders
pursuant to the Combination Agreement is fair to such holders from a financial
point of view. The written opinion of Salomon Brothers is reproduced in its
entirety as Annex B hereto and holders of ShopKo Shares are urged to read this
opinion carefully and in its entirety for a description of the procedures
followed, assumptions and qualifications made, and any limitations on the
review undertaken by Salomon Brothers. In arriving at its decision, the ShopKo
Board also considered the recommendation of the special committee of two
disinterested directors, Messrs. Eugster and Tyrell (the "ShopKo Special
Committee"), which the ShopKo Board appointed on July 26, 1996 to review a
possible business combination with Phar-Mor. During the course of the ensuing
negotiations, the financial and legal advisors to ShopKo consulted with and
took direction from the ShopKo Special Committee. The ShopKo Special Committee
has approved the Combination and recommended that the full ShopKo Board approve
the Combination. See "The Transaction--Background of the Transaction;" "--
Recommendations of ShopKo Board;" "--Reasons for the Transaction;" and "--
ShopKo Fairness Opinion."

PHAR-MOR SPECIAL MEETING AND SHAREHOLDER APPROVAL

A Special Meeting of the shareholders of Phar-Mor will be held at ,
, on December , 1996, at a.m., local time. Only holders of record of
Phar-Mor Shares at the close of business on November , 1996 (the "Phar-Mor
Record Date") will be entitled to notice of and to vote at the Phar-Mor Special
Meeting. See "The Special Meetings."

The affirmative vote of the holders of at least a majority of the Phar-Mor
Shares present in person or by proxy at the Phar-Mor Special Meeting at which a
quorum is present, and entitled to vote thereat, is required to approve and
adopt the Phar-Mor Plan. At the Phar-Mor Record Date, there were Phar-Mor
Shares outstanding, each entitling its holder to one vote. The presence of the
holders of at least a majority of the Phar-Mor Shares outstanding on the Phar-
Mor Record Date, whether present in person or by properly executed and
delivered proxy, will constitute a quorum for the purposes of the Phar-Mor
Special Meeting. Phar-Mor Shareholders are hereby notified that, in the event
the scheduled Phar-Mor Special Meeting is adjourned, shareholders who attend
the adjourned Phar-Mor Special Meeting as described above, whether or not they
represent less than a majority of the outstanding Phar-Mor Shares, shall
nevertheless constitute a quorum for the purpose of acting on the matters
identified in the Phar-Mor Notice of Special Meeting of Shareholders
accompanying this Joint Proxy Statement/Prospectus. Therefore, the Phar-Mor
Plan may ,be approved by a majority of a quorum which, in certain
circumstances, may constitute less than a majority of the issued and
outstanding Phar-Mor Shares. See "The Transaction--Voting Agreement." Phar-Mor
directors, officers and other affiliates are entitled to vote in the aggregate
approximately % of the outstanding Phar-Mor Shares. Certain Phar-Mor directors
and executive officers have indicated that they intend to vote their Phar-Mor
Shares in favor of the Phar-Mor Plan.

Robert Haft has agreed to use reasonable efforts to cause Hamilton Morgan,
L.L.C., a Delaware limited liability company ("Hamilton Morgan"), which
beneficially owns 4,704,033 Phar-Mor Shares (or 38.7% of the outstanding Phar-
Mor Shares), to vote those shares in favor of approval and adoption of the
Phar-Mor Plan. Under the Amended and Restated Limited Liability Company
Agreement of Hamilton Morgan (the "Hamilton Morgan LLC Agreement"), the Phar-
Mor Shares beneficially owned by Hamilton Morgan may not be voted

without the unanimous consent of the members of Hamilton Morgan. As of October
11, 1996, Robert Haft and his wife, Mary Z. Haft, as tenants by the entirety,
owned 30.2% of the membership interests in Hamilton Morgan and FoxMeyer Health
Corporation ("FoxMeyer Health") owned 69.8% of such interests. Robert Haft is
President of Hamilton Morgan. FoxMeyer Health has indicated that it has not
reached a conclusion as to its position on the Transaction. See "Description of
Phar-Mor--Security Ownership of Certain Beneficial Owners and Management."

RECOMMENDATIONS OF PHAR-MOR BOARD AND FAIRNESS OPINION

The Phar-Mor Board has approved the Phar-Mor Plan and the Combination
Agreement and believes the Transaction, including the Phar-Mor Exchange, to be
in the best interests of Phar-Mor shareholders and recommends a vote FOR
approval and adoption of the Phar-Mor Plan. In arriving at its determination,
the Phar-Mor Board considered a number of factors, including the opinion of
Jefferies & Company, Inc. ("Jefferies"), the financial advisor to Phar-Mor, as
to the fairness of the consideration to be received by the holders of Phar-Mor
Shares in the Combination from a financial point of view as of the date of such
opinion. The written opinion of Jefferies is reproduced in its entirety as
Annex C hereto and holders of Phar-Mor Shares are urged to read this opinion
carefully and in its entirety for a description of the procedures followed,
assumptions and qualifications made, and any limitations on the review
undertaken by Jefferies. See "The Transaction--Background of the Transaction;"
"--Recommendations of Phar-Mor Board; Reasons for the Transaction;" "--Phar-Mor
Fairness Opinion."

INTERESTS OF MANAGEMENT

In considering the respective recommendations of the ShopKo Board and the
Phar-Mor Board, shareholders of ShopKo and Phar-Mor should be aware that
certain members of ShopKo's and Phar-Mor's management and their respective
Boards have interests in the Transaction that are in addition to the interests
of the shareholders of either ShopKo or Phar-Mor generally. On the Effective
Date, Dale P. Kramer, President and Chief Executive Officer of ShopKo, William
J. Podany, Executive Vice President and Chief Operating Officer of ShopKo, and
Jeffrey A. Jones, Senior Vice President and Chief Financial Officer of ShopKo,
will enter into Employment Agreements with ShopKo. In addition, Mr. Kramer will
be appointed to the Cabot Noble Board. See "Risk Factors--Interests of
Management" and "Certain Transactions."

OTHER SIGNIFICANT CONSIDERATIONS

Anticipated non-recurring charges related to the Combination are estimated at
between $31 million and $34 million. This includes transaction costs paid by
Phar-Mor of approximately $4.5 million and $500,000 related to investment
banking fees and legal, accounting and other transaction fees, respectively.
The total also includes non-recurring costs paid by ShopKo of between $26
million and $29 million related to employment costs, inventory markdown
reserves and the write-off of computer equipment to be upgraded. See "Certain
Forward-Looking Information".

DISSENTERS' RIGHTS

Holders of ShopKo Shares who dissent from the ShopKo Plan and follow certain
statutory procedures have the right under the Minnesota Law to demand payment
in cash for the fair value of their ShopKo Shares, calculated as of the day
prior to the Effective Date, in lieu of Cabot Noble Shares. See "The Special
Meetings--Dissenters' Rights" and Annex D hereto which sets forth the text of
the applicable sections of the Minnesota Law. Holders of Phar-Mor Shares are
not entitled to dissenters' rights in connection with the Transaction.

EFFECT OF THE TRANSACTION; MANAGEMENT AND OPERATIONS OF CABOT NOBLE

Upon consummation of the Combination, ShopKo and Phar-Mor will become wholly
owned subsidiaries of Cabot Noble. The executive officers of ShopKo will remain
unchanged, but each current member of the ShopKo

Board will be required to resign effective as of the Effective Date. The
executive officers of Phar-Mor will remain unchanged and, from and after the
Effective Date, Cabot Noble will have exclusive authority to appoint the
Phar-Mor Board. Certain officers of Phar-Mor and ShopKo will become officers of
Cabot Noble at the Effective Date. As of the Effective Date, the Cabot Noble
Board will consist of the current members of the Phar-Mor Board ( of whom
are independent), Dale P. Kramer, the chief executive officer of ShopKo, and
two individuals, at least one of whom will be an independent director,
designated by the ShopKo Board and approved by the independent members of the
Phar-Mor Board. The Cabot Noble Board will be classified into three classes of
approximately equal size.

NYSE LISTING

Cabot Noble intends to apply to list the Cabot Noble Shares on the NYSE.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The obligations of ShopKo and Phar-Mor to consummate the Combination are
subject to the receipt by ShopKo and Phar-Mor of opinions of counsel to the
effect that each of the ShopKo Exchange and the Phar-Mor Exchange will be
treated for federal income tax purposes as tax-free transfers of property to
Cabot Noble by the holders of Phar-Mor Shares and ShopKo Shares, to the extent
such holders receive Cabot Noble Shares in the Combination. See "Certain United
States Federal Income Tax Consequences."

TREATMENT OF OPTIONS AND WARRANTS

The Combination Agreement provides that all outstanding options and warrants
to purchase Phar-Mor Shares and ShopKo Shares will be converted at the
Effective Date into options or Cabot Noble Warrants, respectively, to purchase
Cabot Noble Shares, at the same aggregate exercise prices and on the same terms
and conditions as such outstanding options or warrants currently provide. The
number of Cabot Noble Shares issuable upon exercise of the converted options or
warrants will equal the number of shares presently issuable upon exercise of
such outstanding options or warrants multiplied by one, in the case of
converted outstanding Phar-Mor options and warrants, or the ShopKo Exchange
Ratio, in the case of converted outstanding ShopKo options. See "Description of
Cabot Noble--Stock Incentive Plan" and "Description of Capital Stock of Cabot
Noble--Warrants."

TERMINATION; BREAK-UP FEE

The Combination Agreement may be terminated and the Transaction may be
abandoned at any time prior to the Effective Date (notwithstanding any approval
of the ShopKo Plan or the Phar-Mor Plan by the shareholders of either of ShopKo
or Phar-Mor) (i) by mutual written consent of ShopKo and Phar-Mor; (ii) by
either ShopKo or Phar-Mor if the Combination has not been consummated by March
31, 1997; (iii) by Phar-Mor if the Average Closing Price is less than $5.50
(i.e., if the ShopKo Exchange Ratio is greater than 3.140), unless ShopKo
otherwise agrees that the ShopKo Exchange Ratio shall be set at 3.140; (iv) by
ShopKo if the Average Closing Price exceeds $9.50 (i.e., if the ShopKo Exchange
Ratio is less than 1.895), unless Phar-Mor otherwise agrees that the ShopKo
Exchange Ratio shall be set at 1.895; or (v) by either Phar-Mor and/or ShopKo
upon the occurrence of certain other conditions. See "The Transaction--
Termination; Break-up Fee."

If the Combination Agreement is terminated because of a material breach
thereof by ShopKo or Phar-Mor, it shall reimburse the other for up to $500,000
of the expenses incurred by the other in connection with the Transaction. In
certain circumstances, including a potential business combination with a third
party, if the Combination Agreement is terminated, Phar-Mor or ShopKo shall pay
to the other a "break-up" fee of $3 million, if paid by Phar-Mor, or $15
million, if paid by ShopKo, plus an amount equal to up to $500,000 of expenses
incurred in connection with the Transaction. See "The Transaction--Termination;
Break-up Fee."

SELECTED HISTORICAL AND PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL DATA

CABOT NOBLE SELECTED PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL DATA

The following Cabot Noble selected pro forma consolidated financial data
presents the estimated effects of (i) the Combination and (ii) the Cabot Noble
Buy Back, including the incurrence of $75 million in debt financing in
connection therewith, at an assumed interest rate of 9%. The pro forma balance
sheet data assumes that these events occurred on August 3, 1996 and the pro
forma income statement data assumes that these events occurred on February 4,
1995. The summary pro forma consolidated financial data should be read in
conjunction with the Cabot Noble unaudited pro forma condensed consolidated
financial statements and accompanying notes, together with the historical
financial statements, including notes thereto, and other financial information
of Cabot Noble, ShopKo and Phar-Mor, including the separate ShopKo and Phar-Mor
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Capitalization", included elsewhere in this Joint Proxy
Statement/Prospectus.

CABOT NOBLE SELECTED PRO FORMA CONSOLIDATED FINANCIAL DATA
(In millions, except per share data)

TWENTY-SIX WEEKS FIFTY-TWO WEEKS
ENDED ENDED
AUGUST 3, 1996 FEBRUARY 3, 1996
---------------- ----------------

Pro Forma Statement of Operations
Net sales................................... $1,517.7 $3,019.7
Income from operations...................... 32.7 128.9
Net earnings................................ 3.1 38.7
Earnings per share.......................... 0.05 0.68
Weighted average number of common shares
outstanding................................ 57,275 57,162

AS OF
AUGUST 3, 1996
----------------

Pro Forma Balance Sheet
Working capital............................. $ 193.9
Total assets................................ 1,404.7
Long-term obligations....................... 633.6
Shareholders' equity........................ 281.4

SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data of ShopKo and its
subsidiaries and Phar-Mor and its subsidiaries, respectively, should be read in
conjunction with the consolidated financial statements, including the notes
thereto, set forth on pages F-5 through F-25, with respect to ShopKo, and pages
F-26 through F-54, with respect to Phar-Mor.
SHOPKO SELECTED CONSOLIDATED FINANCIAL DATA
(In millions, except share data)

FIRST HALF ENDED FISCAL YEAR ENDED
------------------------- ----------------------------------------------------------------
(28 WEEKS) (28 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) (53 WEEKS)
SEPTEMBER 7, SEPTEMBER 9, FEBRUARY 24, FEBRUARY 25, FEBRUARY 26, FEBRUARY 27, FEBRUARY 29,
1996 1995 1996 1995 1994 1993 1992
------------ ------------ ------------ ------------ ------------ ------------ ------------

Net sales............... $1,109 $ 979 $1,968 $1,853 $1,739 $1,683 $1,648
Gross margin............ 259 247 501 488 453 457 452
Income from operations.. 33 31 97 91 74 100 98
Net earnings............ 10 7 38 38 32 50 50
Earnings per share...... .30 .23 1.20 1.18 1.00 1.56 1.55
Cash dividends declared
per share.............. .22 .22 .44 .44 .44 .44 .11
Weighted average number
of common shares
outstanding (000s)..... 32,052 32,005 32,005 32,014 32,001 32,000 32,000(1)
Working capital......... $ 205 $ 195 $ 215 $ 187 $ 119 $ 82 $ 79
Total assets............ 1,172 1,107 1,118 1,110 953 792 706
Long-term debt.......... 415 413 415 414 310 209 11
Shareholders' equity.... 425 397 422 397 374 355 320

- --------
(1)Represents the total number of ShopKo Shares outstanding upon completion of
the initial public offering in October, 1991.

PHAR-MOR SELECTED CONSOLIDATED FINANCIAL DATA(1)
(In millions, except per share data)

SUCCESSOR
PHAR-MOR PREDECESSOR PHAR-MOR
------------- ---------------------------------------------------------
43 WEEKS 9 WEEKS 52 WEEKS 53 WEEKS 39 WEEKS
ENDED ENDED ENDED ENDED ENDED
JUNE 29, 1996 SEPTEMBER 2, 1995 JULY 1, 1995 JULY 2, 1994 JUNE 26, 1993
------------- ----------------- ------------ ------------ -------------

Net sales............... $874.3 $182.0 $1,412.7 $1,852.2 $1,434.3
Income (loss) from
continuing operations.. 2.5 (10.4) (53.1) (142.8) (82.2)
Income (loss) per share
from continuing
operations............. .21 (.19) (.98) (2.64) (1.52)

AS OF AS OF AS OF AS OF AS OF
JUNE 29, 1996 SEPTEMBER 2, 1995 JULY 1, 1995 JULY 2, 1994 JUNE 26, 1993
------------- ----------------- ------------ ------------ -------------

Total assets............ $363.5 $390.2 $ 531.3 $ 680.1 $ 861.0
Long-term debt & capital
leases................. 149.2 151.0 -- -- --
Liabilities subject to
settlement............. -- -- 1,155.0 1,182.1 1,253.0

- --------
(1) Phar-Mor emerged from bankruptcy in September 1995. In accordance with
fresh-start reporting, reorganization value was used to record the assets
and liabilities of Phar-Mor at September 2, 1995 (the "Fresh Start Date").
Accordingly, the selected consolidated financial data as of June 29, 1996
and for the 43 weeks ended June 29, 1996 and as of September 2, 1995, are
not comparable in material respects to such data for prior periods.
Furthermore, Phar-Mor's results of operations for periods prior to the
Fresh Start Date are not necessarily indicative of results of operations
that may be achieved in the future.

COMPARATIVE STOCK PRICES

The following table represents market price per share data for ShopKo and
Phar-Mor on September 6, 1996, the last trading day preceding the public
announcement of the proposed Transaction, and on November , 1996.

HISTORICAL MARKET
VALUE PER SHARE EQUIVALENT MARKET
--------------------- VALUE PER SHOPKO
PHAR-MOR(1) SHOPKO(2) SHARE(3)
----------- --------- -----------------

September 6, 1996....................... $8.125(4) $16.25 $18.00
November , 1996........................

- --------
(1) The market value of the Phar-Mor Shares is the closing sales price per
share quoted on the Nasdaq-NMS on the dates indicated.
(2) The market value of the ShopKo Shares is the closing sales price per share
as reported on the NYSE Composite Tape on the dates indicated.
(3) The equivalent market value per ShopKo Share represents the closing sales
price for Phar-Mor Shares on the dates indicated multiplied by the ShopKo
Exchange Ratio, assuming that the Average Closing Price equals the closing
sales price for Phar-Mor Shares on such dates.
(4) Represents the last sales price per share quoted on the Nasdaq-NMS on
September 5, 1996. No sales of Phar-Mor Shares occurred on the Nasdaq-NMS
on September 6, 1996 (the last trading day immediately preceding the public
announcement of the proposed Transaction).

RISK FACTORS

Before voting on the ShopKo Plan or the Phar-Mor Plan, holders of ShopKo
Shares and Phar-Mor Shares should carefully read this entire Joint Proxy
Statement/Prospectus and the Annexes hereto and should give particular
attention to the following considerations.

COMPETITION

The discount retail merchandise business generally, and the discount retail
drugstore business in particular, are highly competitive and subject to excess
capacity. Certain competitors of ShopKo and Phar-Mor are much larger than
Cabot Noble and have substantially greater resources than ShopKo and Phar-Mor.
The competition for customers has intensified in recent years as larger
competitors, such as Wal-Mart, Kmart, Target and Walgreen's, have moved into
ShopKo's and/or Phar-Mor's geographic markets. Although ShopKo has performed
well notwithstanding this intensified competition, and management of Cabot
Noble believes that the Transaction will give both ShopKo and Phar-Mor the
ability to compete more effectively in the market for discount merchandise and
prescription sales, there is no assurance that either ShopKo or Phar-Mor will
be able to compete successfully.

The prescription benefit management industry is dynamic, growing and very
competitive. ProVantage competes for health services clients with a number of
prescription benefit management companies including PCS Health Systems, Inc.
(a subsidiary of Eli Lilly and Co.), Merck-Medco Managed Care, Inc. (a
subsidiary of Merck & Co., Inc.), Express Scripts, Inc., Caremark
International, Inc. (a subsidiary of Med Partners, Inc.), TDI, Inc. (a
subsidiary of Thrift Drug Company, Inc.), Value RX (a subsidiary of Value
Health, Inc.), and Diversified Pharmaceutical Services, Inc. (a subsidiary of
SmithKline Beecham), many of which are substantially larger than ProVantage
and each of which has considerable resources.

LIMITED OPERATING HISTORY OF REORGANIZED PHAR-MOR

Phar-Mor emerged from bankruptcy in September 1995 and, therefore, has had a
limited history of operations as a reorganized company. Since that time, Phar-
Mor's management has implemented a number of new operational strategies, many
of which have only recently begun to have an impact on Phar-Mor's results of
operations. For the fiscal year ended June 29, 1996, Phar-Mor reported
revenues of approximately $1.1 billion, with pro forma net income of
approximately $3.3 million, or $0.27 per Phar-Mor Share. Phar-Mor incurred a
net loss for the quarter ended June 29, 1996 of $2.7 million or $0.22 per
share. There is no assurance that Phar-Mor will continue to be profitable or
generate earnings.

COMBINATION OF RETAIL OPERATIONS; REALIZATION OF SYNERGIES

The management of ShopKo and Phar-Mor each believes that Cabot Noble will be
able to integrate the geographically and operationally diverse businesses of
ShopKo and Phar-Mor in a beneficial and profitable manner. However, the
operations and management of ShopKo and Phar-Mor are different, and Cabot
Noble may incur costs or encounter other challenges not currently anticipated
which may negatively affect its prospects. In addition, there can be no
assurance that Cabot Noble will realize in whole or in part the anticipated
synergies reflected in the pro forma financial statements or the "Certain
Forward-Looking Information" or "Cabot Noble Business Strategy" sections.

LEVERAGE

Phar-Mor and ShopKo have incurred a significant amount of debt in connection
with the remodeling of Phar-Mor and ShopKo stores, construction of new ShopKo
stores, and operation of their respective businesses. In connection with the
Transaction, Cabot Noble intends to partially fund the purchase price of the
Cabot Noble Buy Back through the Cabot Noble Financing of at least $75 million
or through other borrowings. Such arrangements, and certain other obligations
of Cabot Noble and its subsidiaries, as they are expected to exist after
consummation of the Transaction, are described in "The Transaction--
Financing." The degree to which

ShopKo and Phar-Mor are leveraged could have adverse effects on Cabot Noble,
including the following: (i) the ability of Cabot Noble to obtain additional
financing may be impaired, (ii) a substantial portion of cash flow from
operations must be dedicated to the payment of the principal of and interest
on debt, (iii) the existing indebtedness of Phar-Mor restricts the
distribution of dividends to shareholders, including Cabot Noble after the
Combination, and (iv) the leverage may make Cabot Noble more vulnerable to
economic downturns and may limit its ability to withstand competitive
pressures and any adverse changes in government regulation. Phar-Mor and
ShopKo are currently attempting to refinance their working capital facilities,
but there can be no assurance that such financing will be available on terms
acceptable to Cabot Noble, Phar-Mor and ShopKo, and in such case the necessary
approvals of the Transaction may not be forthcoming. See "ShopKo Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources," "Phar-Mor Management's Discussion and
Analysis of Financial Condition and Results of Operations--Financial Condition
and Liquidity," and "The Transaction--Financing."

INTERESTS OF MANAGEMENT

In considering the recommendations of the ShopKo Board and the Phar-Mor
Board with respect to the Combination, shareholders of ShopKo and Phar-Mor
should be aware that certain members of ShopKo's and Phar-Mor's management and
their respective Boards, including individuals who are or will be directors
and executive officers of Cabot Noble, have certain interests in the
Transaction in addition to the interests of ShopKo and Phar-Mor shareholders
generally. The terms of the agreements which serve as a basis for these
interests were not all established as a result of arm's-length negotiations,
and there can be no assurance that such terms would not have been more
favorable to Cabot Noble if the agreements had been negotiated with
unaffiliated persons. In addition, certain members of ShopKo's and Phar-Mor's
management and their respective Boards are, or as of the Effective Date will
be, the directors and/or executive officers of Cabot Noble. See "Description
of Cabot Noble--Directors and Executive Officers." For a discussion of certain
matters relating to the employment and compensation of the directors and
executive officers of ShopKo and Phar-Mor who will become officers and/or
directors of Cabot Noble, see "Description of Cabot Noble--Management
Compensation" and "Description of Cabot Noble--Employment Contracts."

TRADING MARKET FOR CABOT NOBLE SHARES

The Combination Agreement provides that Cabot Noble shall take such actions
as may be required to permit Cabot Noble Shares to be authorized for trading
on the NYSE or, if listing on the NYSE is unattainable, on the Nasdaq-NMS,
immediately after the Effective Date. There is no assurance, however, that
Cabot Noble Shares will be so authorized or traded. The ShopKo Shares are
currently listed and traded on the NYSE, and the Phar-Mor Shares are currently
listed and traded on the Nasdaq-NMS. Accordingly, Cabot Noble expects that
there will be a reasonable trading market in Cabot Noble Shares, but there can
be no assurance that such a market will develop or be sustained. After the
Effective Date, the market price of Cabot Noble Shares could be subject to
significant fluctuations in response to various factors and events, including
the depth and liquidity of the market for Cabot Noble Shares, variations in
Cabot Noble's operating results, litigation, or new statutes or regulations,
or changes in the interpretations of existing statutes and regulations,
affecting the retail discount drugstore, general merchandise and health
services industries.

HOLDING COMPANY STRUCTURE; RELIANCE ON SUBSIDIARIES FOR DIVIDENDS

Cabot Noble will be a holding company, the principal assets of which will be
its subsidiaries, ShopKo and Phar-Mor. As a holding company, Cabot Noble's
internal sources of funds to meet its cash needs, including payment of
expenses, are dividends and other permitted payments from its direct and
indirect subsidiaries, as well as its own credit arrangements. The ability of
Cabot Noble's operating subsidiaries to pay dividends or make other payments
to Cabot Noble may be restricted by the terms of various credit arrangements
entered into by such operating subsidiaries, as well as statutory and other
legal restrictions, and such payments would restrict Cabot Noble's ability to
utilize cash flow from one subsidiary to satisfy working capital needs of
another

subsidiary and could otherwise have a material adverse effect upon Cabot
Noble's business, financial condition and results of operations.

DIVIDENDS

While Cabot Noble may, in the future, determine to pay dividends, it is
expected that, for the foreseeable future, Cabot Noble will retain all future
earnings, if any, for the growth and expansion of its business and not declare
or pay dividends. The declaration and payment of future dividends on Cabot
Noble Shares depends upon the income, financial condition and capital and cash
requirements of Cabot Noble, restrictions on dividends under applicable law
and imposed by existing and future credit facilities and other borrowings,
including the Cabot Noble Financing. Accordingly, there can be no assurance
that dividends on Cabot Noble Shares will be declared or paid in the future
nor any assurances as to amounts or timing of any such dividends. Thus,
holders of the ShopKo Shares will, as a result of the Combination, exchange
their investments in securities that have been paying, or may be able to pay,
cash dividends for an investment in securities with respect to which no
dividends or other distributions are anticipated. ShopKo has agreed not to
declare or pay any cash dividends on the ShopKo Shares following the cash
dividend of $0.11 per ShopKo Share paid on September 15, 1996. At the present
time, covenants governing the existing indebtedness of Phar-Mor restrict the
payment of dividends on Phar-Mor Shares. See "Description of Capital Stock of
Cabot Noble," and "Market Price and Dividend Data."

DILUTION; CONTROL OF CABOT NOBLE

Immediately following the consummation of the Transaction, Cabot Noble's
officers and directors and their affiliates will beneficially own in the
aggregate approximately % of the outstanding Cabot Noble Shares, excluding
Cabot Noble Shares subject to options that will be granted upon consummation
of the Transaction as described in "Description of Cabot Noble--Stock
Incentive Plan" and "Description of Cabot Noble--Director Stock Plan." Cabot
Noble intends to grant new options to purchase Cabot Noble Shares to its
executives and managers which will permit them to acquire approximately
1,000,000 Cabot Noble Shares, in addition to the Cabot Noble options which
will be outstanding at the Effective Date upon conversion of existing ShopKo
and Phar-Mor options. The Cabot Noble options will entitle their holders to
acquire a number of Cabot Noble Shares equal to approximately % of the Cabot
Noble Shares which will be outstanding following the Cabot Noble Buy Back.
Currently outstanding ShopKo options and Phar-Mor options entitle their
holders to acquire up to % and % of the currently outstanding ShopKo Shares
and Phar-Mor Shares, respectively.

Upon consummation of the Transaction, the former ShopKo Public Shareholders
will own approximately 73%, SUPERVALU will own approximately 6%, and former
Phar-Mor shareholders will own approximately 21% of the outstanding Cabot
Noble Shares. See Annex E.

SUPERVALU and Cabot Noble's officers and directors may be able to influence
the outcome of stockholder votes on various matters, including the election of
directors, extraordinary corporate transactions and certain business
combinations.

Pursuant to the Stock Purchase Agreement, the consideration to be paid to
SUPERVALU for the Buy Back Shares in the Cabot Noble Buy Back includes
$40,400,000 in a short-term note issued by Cabot Noble and due January 31,
1997 and such note will be secured by the pledge, by Cabot Noble, of all of
the Buy Back Shares purchased by Cabot Noble. Pursuant to the terms of the
pledge, should Cabot Noble default in the payment of such short-term note,
such Buy Back Shares may be sold and the proceeds applied to the payment of
accrued and unpaid interest on and the unpaid principal of such short-term
note.

Upon consummation of the Transaction, Cabot Noble's Restated Certificate of
Incorporation, a copy of which is attached as Annex F (the "Cabot Noble
Certificate") will authorize the issuance of 50,000,000 shares of preferred
stock. The Cabot Noble Board has authority, without shareholder approval, to
issue shares of preferred stock in one or more series and to determine the
number of shares, designations, dividend rights,

conversion rights, voting power, redemption rights, liquidation preferences
and other terms of each such series. See "Description of Capital Stock of
Cabot Noble."

Any of the above matters may result in substantial dilution of the Cabot
Noble equity attributable to Cabot Noble Shares outstanding at the Effective
Date.

RESALE OF CABOT NOBLE SHARES

All Cabot Noble Shares received by ShopKo and Phar-Mor shareholders in the
Transaction will be freely transferable, except that Cabot Noble Shares
received by ShopKo or Phar-Mor shareholders who are deemed to be "affiliates"
of ShopKo or Phar-Mor prior to the Transaction may be resold by them only in
transactions permitted by the resale provisions and volume limitations of
Securities Act Rule 145 (or Securities Act Rule 144 in the case of such
persons who become affiliates of Cabot Noble) or as otherwise permitted under
the Securities Act. supervalu will have registration rights with respect to
its Cabot Noble Shares. See "The Transaction-- Cabot Noble Buy Back."

MARKET PRICE OF CABOT NOBLE SHARES

No assurance can be given that the aggregate market value of the Cabot Noble
Shares outstanding after consummation of the Transaction will equal or exceed
the aggregate market value of the Phar-Mor Shares plus the aggregate market
value of the ShopKo Shares. Following consummation of the Transaction, the
market price of Cabot Noble Shares may be subject to significant fluctuations
in response to various factors and events, including the depth and liquidity
of the market for Cabot Noble Shares, variations in Cabot Noble's operating
results, litigation, market-wide fluctuations, new statutes or regulations, or
changes in the interpretation of existing statutes and regulations affecting
the retail discount drugstore, general merchandise and health care services
industry.

After consummation of the Transaction, a large number of Cabot Noble Shares
may be offered for sale in a short period of time for various reasons,
including the increased liquidity that the Transaction may afford to the
holders of Cabot Noble Shares and Cabot Noble Warrants. Any initial selling
pressure might tend to depress the market price of the Cabot Noble Shares.
There is no substantial basis for predicting whether or not the Cabot Noble
Shares will trade below book value per share. On November , 1996, the Phar-
Mor Stock closing price on the Nasdaq--NMS was $ per share. On November ,
1996, the ShopKo Share closing price on the NYSE was $ per share.

DEPENDENCE ON KEY PERSONNEL

Cabot Noble will be dependent upon the continued services and management
experience of ShopKo's and Phar-Mor's executive officers. If any of such
executive officers leave Cabot Noble, Cabot Noble's operating results could be
affected adversely. Cabot Noble's success depends on its ability to hire and
retain skilled employees, particularly in administration, purchasing and
marketing, and the failure to do so could adversely affect Cabot Noble's
potential for growth.

NO APPRAISAL RIGHTS FOR HOLDERS OF PHAR-MOR SHARES; SHOPKO DISSENTERS' RIGHTS

The holders of Phar-Mor Shares who do not vote for approval and adoption of
the Phar-Mor Plan will have no appraisal, dissenters' or similar rights if the
Combination is approved and the Transaction is consummated. See "The Special
Meetings--Dissenters' Rights." Holders of ShopKo Shares have dissenters'
rights as described in "The Special Meetings--Dissenters' Rights" and Annex D
hereto.

ANTI-TAKEOVER PROVISIONS

The Cabot Noble Certificate and/or the Cabot Noble Bylaws will contain
several procedures and provisions designed to reduce the likelihood of a
change in the management or voting control of Cabot Noble without the

consent of the then incumbent members of the Cabot Noble Board, including the
ability of the Cabot Noble Board to issue classes or series of preferred stock
and the adoption of a stockholder rights plan. In addition, the Cabot Noble
Certificate and/or the Cabot Noble Bylaws (i) provide for a classified Board
of Directors serving staggered three-year terms, (ii) impose restrictions on
who may call a special meeting of stockholders, (iii) include a requirement
that stockholder action may not be taken by written consent and (iv) specify
certain advance notice requirements for stockholder nominations of candidates
for election to the Cabot Noble Board and certain other stockholder proposals.
In addition, the Cabot Noble Board, without further action by the stockholders
of Cabot Noble, may cause Cabot Noble to issue up to 50,000,000 shares of
preferred stock on such terms and with such rights, preferences and
designations as the Cabot Noble Board may determine. These provisions may be
deemed to have an anti-takeover effect and may delay, defer, or prevent a
tender offer or takeover attempt that a stockholder might consider to be in
that stockholder's best interests, including attempts that might result in a
premium over the market price for the shares held by stockholders.

In addition, Cabot Noble is governed by Section 203 of the Delaware General
Corporation Law (the "Delaware Law"), which prohibits business combinations
between Cabot Noble and any interested stockholder of Cabot Noble for a period
of three years following the date on which such stockholder became an owner of
15% or more of the outstanding voting stock of Cabot Noble, unless certain
statutory exceptions are satisfied. Section 203 of the Delaware Law may also
have the effect of discouraging non-negotiated takeover attempts.

For a discussion of documents and provisions with potential anti-takeover
effects, see "Comparison of Rights of Phar-Mor and ShopKo Shareholders and
Cabot Noble Stockholders."

LITIGATION AND INSURANCE

The sale of retail merchandise and provision of health services entails an
inherent risk of liability. Both Phar-Mor and ShopKo are currently subject to
a number of lawsuits, and it is expected that Cabot Noble from time to time
will be subject to similar suits in the ordinary course of business. Phar-Mor,
ShopKo and Cabot Noble each currently maintain insurance intended to cover
such claims, and management of each believes that its respective insurance
programs are adequate. There can be no assurance, however, that claims in
excess of insurance coverage or claims not covered by insurance coverage will
not arise. There can be no assurance that Phar-Mor, ShopKo and Cabot Noble
will be able to obtain insurance coverage in the future on acceptable terms,
if at all. A successful claim against any of them substantially in excess of
its insurance coverage, or for claims which are not covered by such insurance,
could have a material adverse effect on its financial condition and results of
operations. In addition, claims against any of the companies, regardless of
merit or eventual outcome, may have a material adverse effect upon their
reputations and businesses. See "Description of Phar-Mor--Legal Proceedings"
and "Description of ShopKo--Legal Proceedings."

CABOT NOBLE BUSINESS STRATEGY

GENERAL

The Combination will join ShopKo and Phar-Mor, which currently are regional
discount retail chains, to form a dynamic national discount retailer offering
general merchandise in conjunction with pharmaceutical and health care
products and services with more than 230 stores in 29 states and total
revenues of approximately $3.4 billion in fiscal 1997. There will be
geographic overlap of stores in only one market. See the Store Distribution
Map on the inside front cover Page .

To succeed in today's increasingly competitive retail environment ShopKo and
Phar-Mor need to achieve economies of scale and be dominant in a greater range
of value-oriented merchandise. The strategy of relying primarily on the
building of new stores to achieve greater scale is significantly more
expensive and entails more risk than the addition, expansion, refurbishment
and remerchandising of stores with existing customer bases. The Combination
will enable ShopKo and Phar-Mor to leverage costs and expand market share by
capitalizing on their respective strengths.

Management believes:

. the consolidation of Phar-Mor's corporate headquarters ShopKo's
headquarters in Green Bay, Wisconsin;

.the creation of buying, distribution, merchandising and management
synergies;

.the expansion of retail pharmacy, optical and health care services; and

.the introduction of Shopko's successful retail merchandising to Phar-Mor's
turnaround program

will result in a stronger and more efficient retailer with greater potential
for earnings growth.

Management believes this expanded market share can be achieved without the
need for additional debt. In particular, the management of Cabot Noble has
targeted a maximum net debt-to-total capitalization ratio of 55%.

Management believes that many of the proven strategies implemented by ShopKo
during the last five years can be successfully utilized by Phar-Mor to
similarly enhance its competitive position. Both ShopKo and Phar-Mor stores
include market leading pharmacies, offer a wide array of health and beauty
care products and derive significant revenues from general merchandise sales
of similar items (aggregating $1.2 billion in revenues). ShopKo, however, has
differentiated its retail general merchandising by emphasizing a broader
variety of value oriented, upscale lifestyle merchandise in specialty
departments. Phar-Mor, while generally relying more heavily on value pricing,
has in the last year emphasized specialty departments that mirror ShopKo's
strategy. Management believes that the addition by ShopKo and Phar-Mor of
complementary products and services offered by the other will allow Cabot
Noble to further increase revenues and earnings. This strategy, together with
the merchandising of approximately 500,000 square feet of unutilized or
underutilized Phar-Mor store space with higher margin products that are now
sold in ShopKo's stores, should enable ShopKo and Phar-Mor to become more
efficient, grow faster and produce greater earnings on a combined basis than
if they were operated as completely independent retailers.

COST SAVINGS FROM THE COMBINATION

The Combination is expected to generate estimated cost savings and
merchandising synergies of approximately $15 million in fiscal 1998 and $20
million annually thereafter, net of amounts reinvested in lower, more
competitive retail prices on ShopKo merchandise. Major areas of cost savings
include management information systems, accounting, headquarters support,
store labor, and the relocation of Phar-Mor's headquarters. These savings are
expected to lower overhead costs on a per store basis, and are expected to
enable ShopKo and Phar-Mor to gain additional market share on a nationwide
basis. The savings will be derived from the following areas:

Consolidation of Headquarters. Phar-Mor's Youngstown, Ohio headquarters will
be closed and moved to ShopKo's headquarters in Green Bay, Wisconsin, where
most of the administrative functions of Cabot Noble

will be consolidated. Several key regional Phar-Mor personnel will relocate to
existing offices in the Phar-Mor distribution center in Youngstown, while
other essential Phar-Mor personnel will relocate to Green Bay. This
consolidation of headquarters is expected to result in cost savings of
approximately $8 million annually. Redundant management will also be
eliminated, which management believes will save an additional $5 million
annually.

Purchasing Synergies. The Combination will create substantial additional
buying power for Cabot Noble. Approximately $535 million in revenues, on a
combined basis, are derived from pharmacy operations; and approximately $685
million in revenues, on a combined basis, are derived from general merchandise
sales of similar items. Management believes that through coordinated
purchasing efforts, Cabot Noble can save approximately $13 million annually
through lower purchase prices for these items.

Leverage ShopKo's Management Information Systems. During the last several
years ShopKo has invested approximately $40 million in strategic
infrastructure and information systems, and has become an industry leader in
the use of information technology and systems. ShopKo's management information
systems are considered to be on the leading edge of technology for retail
stores. Phar-Mor, if it remained independent, would have to make significant
investments in such systems. The Combination enables Phar-Mor to benefit from
ShopKo's investment immediately, without the risks, costs and delays of
developing its own systems, and enables ShopKo to leverage its systems costs
across a larger number of retail stores, which will operate to the benefit of
both companies.

REVENUE ENHANCEMENTS FROM THE COMBINATION

Growth Opportunities Through Update of Phar-Mor Stores. Generally, stores in
high-traffic areas generate additional new business when modernized in a
customer-friendly manner. Nearly all of ShopKo's 130 stores have been updated
and remodeled during the past five years to reflect ShopKo's merchandise and
marketing strategies, known as its Vision 2000 concept. The benefits of the
store modernization and improved merchandising have resulted in significantly
improved sales and earnings for ShopKo. Phar-Mor's 102 stores were "cherry-
picked" from the 311 stores that Phar-Mor operated prior to its bankruptcy
filing in 1992, and are located in very desirable, high-traffic areas. Several
new Phar-Mor store prototypes are now operating with significantly improved
results. Many of the remaining Phar-Mor stores need to be refurbished and
updated. It is the current intention of Cabot Noble management to remodel 82
Phar-Mor stores over the next four and one-half years. The anticipated cost of
such remodels is approximately $200,000 to $930,000 per store or approximately
$37 million in the aggregate. ShopKo's management will utilize its experience
in successfully rebuilding ShopKo's stores to assist in the remodeling and
creation of new merchandising presentations for the Phar-Mor stores.

Growth Opportunities Through Cross Merchandising. Phar-Mor stores range from
30,000 to 75,000 square feet. During the process of rebuilding Phar-Mor in the
last two years, Phar-Mor's management has determined that approximately
500,000 square feet of underutilized retail space is available for expanded
merchandising. The Combination provides the opportunity to use such excess
space to merchandise categories that do not overlap with Phar-Mor's present
general merchandise assortment. ShopKo has been highly successful in
remerchandising its own stores with these categories, and believes that it
will be equally successful in assisting Phar-Mor stores in remerchandising its
stores to improve sales, profit margins and operating profits. Management also
believes that it will be able to introduce ShopKo's optical departments, a
proven high earnings performer, into many Phar-Mor stores. Similarly, Phar-Mor
successfully sells certain categories of hardline goods and convenience foods,
which management believes could be introduced into many ShopKo stores with
equal or improved results, thereby further leveraging sales, gross margins and
operating profits.

Growth Opportunities Through Lower Prices. Management believes that
reinvesting savings generated from the anticipated cost and buying synergies
into lower retail sales prices at ShopKo stores will improve its competitive
position for consumable merchandise categories, provide customers with
enhanced value, and ultimately provide additional earning power to Cabot
Noble.

PROVANTAGE

Growth Opportunities Through ProVantage. ProVantage, a wholly owned
subsidiary of ShopKo, provides selected managed health care services, and is
an extension of ShopKo's core competencies in retail health care and optical
products. ProVantage specializes in three distinct areas:

. Prescription (PBM) and Vision (VBM) Benefit Management Services

. Pharmacy Mail Services

. Advanced Information Decision Support Services (DSS)

Through internal growth and strategic acquisitions and alliances, ProVantage
has become a significant force in the PBM health care sector. Recent
initiatives have not only increased the number of ProVantage participants, but
have also improved the information systems that allow ProVantage to provide
clinical and other value-added services to its clients.

During the last three years, ProVantage has experienced substantial growth,
with sales revenues increasing from $14 million in fiscal 1994 to an estimated
$365 million in fiscal 1997. Management believes that ProVantage's sales
revenues will exceed $500 million in fiscal 1998, which would make ProVantage
one of the fastest growing managed health care businesses in the United
States.

ProVantage earns revenues based on transactions processed, and grows through
obtaining new agreements to provide services to new corporate clients and to
new participants under existing plans. Management believes that the retail
health orientation of ShopKo stores has been instrumental in attracting and
retaining ProVantage clients. Management believes that the Combination will
add greater opportunities to expand the ProVantage business.

Growth Opportunities and Value Realization of ProVantage. With the recent
acquisition of the 1.4 million participant Scrip Card plan, ProVantage has a
total of four million participants. ProVantage has the capacity to grow
further, and will continue to seek strategic acquisitions to leverage its
advanced systems and expenses. In addition, ProVantage has added services to
its plan offering, including vision benefit management. Management believes
Cabot Noble will add greater marketing opportunities for the ProVantage
concept. ProVantage is now among the fifteen largest prescription benefit
management companies in the United States.

Management believes the securities markets have not fully recognized the
value of ProVantage as a wholly owned subsidiary of ShopKo. As such,
management will consider strategic alternatives in order to unlock its true
value to shareholders.

STRATEGIC BENEFITS OF THE COMBINATION

Management believes there are a number of significant benefits which can be
realized from the Combination. ShopKo and Phar-Mor each have strengths and
skills that can be capitalized upon to enable each company to become stronger
and more competitive, and to achieve significant earnings enhancements.
Management further believes that neither ShopKo nor Phar-Mor could arrive at
this position on its own. Key reasons for the Combination include:

National Presence. To compete effectively with large national chains,
ShopKo and Phar-Mor need to achieve a larger scale that will enable them to
enhance operations and earnings. Enhanced earnings can be achieved through
a lower cost structure at the selling, general and administrative level by
spreading fixed overhead over a greater number of stores and revenue
enhancements at the store level by leveraging each company's merchandising
strengths. ShopKo operates 130 stores in 15 states and Phar-Mor operates
102 stores in 18 states. ShopKo and Phar-Mor operate in contiguous regions
with virtually no geographic overlap.

Ability To Reposition Stores. Over the past five years, ShopKo has
completed a highly successful repositioning of its stores. This success is
highlighted by strong financial results including (1) earnings growth of
20% in the past two years, which places ShopKo among industry leaders, (2)
a 33% growth in the first half of fiscal 1997 earnings compared to the same
period in fiscal 1996, and (3) substantial same store sales growth during
the 1996 "back to school" shopping season. Phar-Mor currently has over
500,000 feet of under or unutilized space in its existing stores. ShopKo's
management will use its retail expertise to focus upon utilizing such space
to sell higher margin products that have been successfully sold in ShopKo
stores. This strategy will substantially reduce the costs, risks and delays
associated with downsizing existing Phar-Mor stores by using such excess
store capacity to sell higher margin merchandise and other offerings, such
as optical services, available from ShopKo.

Success Through Growth. Both ShopKo and Phar-Mor believe they must grow
to succeed in the increasingly competitive retail environment. ShopKo has
historically grown internally; however, recent stores opened by ShopKo have
had less success as a result of competitive pressures from larger national
retail chains and the difficulty in attracting a sufficient customer base
in new market areas. Management believes that the strategy of acquiring and
refurbishing Phar-Mor stores is a more attractive approach than opening new
stores in untested or overstored markets because this strategy is less
risky and requires lower capital expenditures and less time to achieve
profitability than the development of new stores due to the existing
customer base and established market presence of such stores.

Pharmacy and Optical Retail Health Niche. Cabot Noble expects to fill
approximately 20 million prescriptions annually. In addition, ShopKo
currently dispenses approximately 600,000 eye wear prescriptions per year
in its optical departments. These retail health care sales generate
substantial additional revenues through sales of general merchandise to
customers who visit the stores for their health care needs. In the future,
there will be increasing emphasis on generating large volumes in the retail
health business to offset gross margin pressures on prescription prices
from third-party prescription benefit management companies. Also,
ProVantage will be utilized to further exploit the health care niche of
Cabot Noble.

Extensive Retail Expertise at ShopKo and Phar-Mor. The retail executive
management teams of ShopKo and Phar-Mor will remain in place, but the
planning and administration will be centralized and coordinated to obtain
management efficiencies. Dale P. Kramer, who was named Retailer of the Year
for 1996 by Discount Store News, will remain as President and CEO of
ShopKo, and David Schwartz, who has been instrumental in Phar-Mor's
turnaround, will remain as President of Phar-Mor. Robert M. Haft, an
individual with proven experience and success leading such retail companies
as Crown Books, Trak Auto and Dart Group, will be Chairman of the Board and
CEO of Cabot Noble. In addition, other key members of the ShopKo management
team associated with its repositioning will be available to assist Phar-Mor
with its major remodeling efforts.

COMPARATIVE PER SHARE DATA

The following table sets forth earnings, book value and cash dividends per
share for (i) ShopKo Shares and Phar-Mor Shares on a historical basis, (ii)
Cabot Noble Shares on a pro forma basis assuming the consummation of the
Transaction and (iii) ShopKo Shares and Phar-Mor Shares on a pro forma
equivalent basis assuming consummation of the Transaction and the exchange
ratios outlined in note (b) below. Phar-Mor did not pay any dividends during
the relevant periods. The table should be read in conjunction with the
respective consolidated financial statements of ShopKo and Phar-Mor and the
unaudited pro forma consolidated financial statements of Cabot Noble included
elsewhere in this Joint Proxy Statement/Prospectus.

PHAR-MOR SHOPKO
-------------------------------- -----------------------------------
AT OR FOR AT OR FOR AT OR FOR
FORTY-THREE NINE TWENTY-EIGHT AT OR FOR
WEEKS ENDED WEEKS ENDED WEEKS ENDED YEAR ENDED
JUNE 29, 1996 SEPTEMBER 2, 1995 SEPTEMBER 7, 1996 FEBRUARY 24, 1996
-------------- ----------------- ----------------- -----------------

Historical
Earnings (Loss) Per
Share................. $0.21 $(0.19) $0.30 $1.20
Cash Dividends Per
Share................. N/A N/A 0.22 0.44
Book Value Per Share... 7.57 7.36 13.26 13.18

CABOT NOBLE
PRO FORMA COMBINED
--------------------------------
AT OR FOR
TWENTY-SIX AT OR FOR
WEEKS ENDED YEAR ENDED
AUGUST 3, 1996 FEBRUARY 3, 1996
-------------- -----------------

Cabot Noble Pro Forma
Combined(a)
Earnings Per Share..... $0.05 $0.68
Cash Dividends Per
Share................. N/A N/A
Book Value Per Share... 4.91 4.87

PHAR-MOR SHOPKO
-------------------------------- -----------------------------------
AT OR FOR AT OR FOR
TWENTY-SIX AT OR FOR TWENTY-SIX AT OR FOR
WEEKS ENDED YEAR ENDED WEEKS ENDED YEAR ENDED
AUGUST 3, 1996 FEBRUARY 3, 1996 AUGUST 3, 1996 FEBRUARY 3, 1996
-------------- ----------------- ----------------- -----------------

Pro Forma Equivalents(b)
Earnings Per Share..... $0.05 $ 0.68 $0.12 $1.63
Cash Dividends Per
Share................. N/A N/A N/A N/A
Book Value Per Share... 4.91 4.87 11.78 11.69

- --------
(a) See Cabot Noble Unaudited Pro Forma Consolidated Financial Statements.
(b) Pro forma equivalents represent the unaudited pro forma combined earnings
per share, cash dividends per share and book value per share calculated on
a basis of: (1) 1 to 1 exchange ratio for Phar-Mor and (2) 2.4 to 1
exchange ratio for ShopKo.

CAPITALIZATION

The following table sets forth the Capitalization of ShopKo, Phar-Mor and
Cabot Noble as of August 3, 1996 and the pro forma capitalization of Cabot
Noble after giving effect to the Combination. This table should be read in
conjunction with the Cabot Noble, Inc. Unaudited Pro Forma Consolidated
Financial Statements included elsewhere in this Joint Proxy
Statement/Prospectus and the Cabot Noble, ShopKo and Phar-Mor historical
consolidated financial statements, including the notes thereto.

AS OF AUGUST 3, 1996
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

HISTORICAL
-----------------------
CABOT
SHOPKO PHAR-MOR NOBLE PRO FORMA
-------- -------- ----- ---------

BORROWINGS:
Existing borrowings (long-term debt and
capital leases net of current portion)... $414,965 $148,645 -- $563,610
New borrowings, net....................... -- -- 69,939(a)
-------- -------- ---- --------
Total borrowings.......................... 414,965 148,645 -- 633,549
Total Stockholders' Equity................. 421,395 91,868 -- 281,362(b)
-------- -------- ---- --------
Total Capitalization....................... $836,360 $240,513 -- $914,911
======== ======== ==== ========

- --------
(a) The new borrowings, net are a result of:

Incurrence of new debt at a 9% per annum interest rate--the
proceeds from which are to be used to finance the Cabot Noble Buy
Back.............................................................. $ 75,000
Elimination of non-recourse debt associated with the current Phar-
Mor corporate office building..................................... (5,061)
---------
$ 69,939
=========

(b) Pro forma Total Stockholders' Equity is based on the following, as the
accounting treatment for the Combination is that ShopKo is the acquiror
and Phar-Mor is the aquiree:
SHOPKO:
ShopKo historical equity as of August 3, 1996..................... $ 421,395
Less the effect of the transaction on ShopKo historical equity... (3,973)
---------
$ 417,422
CABOT NOBLE BUY BACK:
Buy back of 90% of the Cabot Noble Shares issued to supervalu..... (223,438)
EXCHANGE OF SHARES:
Exchange of 1 Cabot Noble Share for each of the 12,157,054
outstanding Phar-Mor Shares (based on $7.1875 per share)......... 87,378
---------
TOTAL PRO FORMA STOCKHOLDERS' EQUITY............................... $ 281,362
=========

The exchange of ShopKo Shares for Cabot Noble Shares discussed elsewhere does
not impact the pro forma stockholders' equity.

MARKET PRICE AND DIVIDEND DATA

SHOPKO

The ShopKo Shares are currently traded on the NYSE under the symbol "SKO."
The following table sets forth the high and low sale prices and the dividends
declared and paid for each period indicated below.

HIGH LOW DIVIDEND
------- ------- --------

FISCAL YEAR 1995
First Quarter (ended June 18, 1994)............... $12.000 $10.250 $.11
Second Quarter (ended September 10, 1994)......... 10.375 9.750 .11
Third Quarter (ended December 3, 1994)............ 10.625 9.750 .11
Fourth Quarter (ended February 25, 1995).......... 9.750 8.625 .11
FISCAL YEAR 1996
First Quarter (ended June 17, 1995)............... 11.750 8.750 .11
Second Quarter (ended September 9, 1995).......... 14.000 10.250 .11
Third Quarter (ended December 2, 1995)............ 13.250 10.250 .11
Fourth Quarter (ended February 24, 1996).......... 11.750 10.875 .11
FISCAL YEAR 1997
First Quarter (ended June 15, 1996)............... 16.500 11.250 .11
Second Quarter (ended September 7, 1996).......... 16.250 13.500 .11
Third Quarter (through October 10, 1996).......... 16.250 15.625 (--)

On September 6, 1996, the last trading day before ShopKo publicly announced
the execution of the Combination Agreement, the closing sales price per ShopKo
Share reported on the NYSE was $16.25. On November , 1996 the closing sales
price of ShopKo Shares was $ per share. Holders of ShopKo Shares are urged
to obtain current quotations for the market price of such stock. As of
November , 1996, ShopKo had shareholders of record. The Combination
Agreement prohibits ShopKo from declaring or paying dividends on ShopKo Shares
following the $0.11 per share dividend paid on September 15, 1996.

PHAR-MOR

The Phar-Mor Shares are currently traded on the Nasdaq-NMS under the symbol
"PMOR." Prior to September 11, 1995, there was no established public trading
market for the Phar-Mor Shares or for the Phar-Mor Warrants. From September
11, 1995 through October 31, 1995, the only market activity in the Phar-Mor
Shares of which Phar-Mor was aware was trading on a limited basis, primarily
through inter-dealer quotations. From October 31, 1995 through February 7,
1996, the Phar-Mor Shares were quoted for trading on the Nasdaq SmallCap
Market. Since February 8, 1996, the Phar-Mor Shares have been included for
quotation on the Nasdaq-NMS under the symbol "PMOR."

The following table sets forth, for the periods indicated, the high and low
closing prices for the Phar-Mor Shares and Phar-Mor Warrants. For the period
prior to October 31, 1995 with respect to the Phar-Mor Shares, and for the
period prior to with respect to the Phar-Mor Warrants, such reported prices
reflect inter-dealer quotations without retail mark-up or mark-down and may not
necessarily represent actual transactions. Since its emergence from bankruptcy
in September, 1995, Phar-Mor has not paid any dividends on Phar-Mor Shares.

HIGH LOW
------ ------

PHAR-MOR SHARES
---------------
FISCAL YEAR 1996
First Quarter(1) (ended September 30, 1995).................. $9.250 $6.812
Second Quarter (ended December 30, 1995)..................... 9.750 6.375
Third Quarter (ended March 30, 1996)......................... 8.250 6.875
Fourth Quarter (ended June 29, 1996)......................... 8.625 7.000
FISCAL YEAR 1997
First Quarter (ended Sept. 28, 1996)......................... 8.375 6.125
Second Quarter (through October 10, 1996).................... 6.250 6.125
PHAR-MOR WARRANTS
-----------------
FISCAL YEAR 1996
First Quarter(1) (ended September 30, 1995).................. $1.375 $0.500
Second Quarter (ended December 30, 1995)..................... 4.000 2.250
Third Quarter (ended March 30, 1996)......................... 3.500 2.250
Fourth Quarter (ended June 29, 1996)......................... 3.875 2.250
FISCAL YEAR 1997
First Quarter (ended September 28, 1996)..................... 3.375 2.250
Second Quarter (through October 10, 1996).................... 2.375 2.375

--------
(1) Commencing September 11, 1995

On September 5, 1996, the last trading day on which Phar-Mor Shares traded
before Phar-Mor publicly announced the execution of the Combination Agreement,
the closing sales price reported on the Nasdaq-NMS per Phar-Mor Share was
$8.125. On August 27, 1996, the last trading day on which Phar-Mor Warrants
traded before Phar-Mor publicly announced the execution of the Combination
Agreement, the closing sales price reported per Phar-Mor Warrant was $2.375. On
November , 1996 the closing sale price of (i) Phar-Mor Shares was $ per
share and (ii) Phar-Mor Warrants was $ per warrant. Holders of Phar-Mor
Shares and Phar-Mor Warrants are urged to obtain current quotations for the
market prices of such securities. As of November , 1996, Phar-Mor had
shareholders of record.

CABOT NOBLE

There is currently no market for Cabot Noble Shares. Phar-Mor currently owns
all of the 100 issued and outstanding Cabot Noble Shares which will be canceled
in the Combination. See generally "Risk Factors--Trading Market for Cabot Noble
Shares" and "Description of Capital Stock of Cabot Noble."

Cabot Noble has no operating history. Following the Effective Date,
provisions of the Cabot Noble Financing or other borrowing arrangements which
may be entered into in connection with the Transaction will restrict Cabot
Noble from declaring and paying dividends on Cabot Noble Shares, and existing
indebtedness of Phar-Mor will restrict it from declaring and paying dividends
on the Phar-Mor Shares owned by Cabot Noble. It is expected to be the policy of
Cabot Noble's Board that, for the foreseeable future, Cabot Noble will retain
all future earnings for the growth and expansion of its business and not
declare dividends.

THE SPECIAL MEETINGS

GENERAL

This Joint Proxy Statement/Prospectus is being furnished to ShopKo and Phar-
Mor shareholders in connection with the solicitation of proxies by the ShopKo
Board and the Phar-Mor Board, respectively, for use at the Special Meetings to
consider and vote upon the approval of the ShopKo Plan and the Phar-Mor Plan,
respectively.

Special meetings of the shareholders of each of ShopKo and Phar-Mor will be
held on December , 1996. The Phar-Mor special meeting will be held at ,
, on , , 1996, at a.m., local time (the "Phar-Mor Special
Meeting"), and the ShopKo special meeting will be held at , on December ,
1996, at a.m., local time (the "ShopKo Special Meeting").

The ShopKo Board and the Phar-Mor Board have approved the Combination
Agreement. Each board has determined that the Combination is fair to, and in
the best interests of, the respective shareholders of ShopKo and Phar-Mor. The
ShopKo Board and the Phar-Mor Board recommend that the shareholders of ShopKo
and Phar-Mor vote for adoption and approval of the Combination Agreement and
the ShopKo Plan and the Phar-Mor Plan, respectively. The Combination Agreement
and the ShopKo Plan and the Phar-Mor Plan have also been approved by the Cabot
Noble Board.

The affirmative vote of the holders of a majority of the outstanding ShopKo
Shares is required to approve and adopt the Combination Agreement and the
ShopKo Plan. The affirmative vote of the holders of a majority of the Phar-Mor
Shares present in person or represented by proxy at the Phar-Mor Special
Meeting and entitled to vote thereat is required to approve and adopt the
Combination Agreement and the Phar-Mor Plan.

Shareholders of ShopKo will have the right to dissent from the ShopKo
Exchange and, subject to strict compliance with certain provisions of the
Minnesota Law, to receive in lieu of Cabot Noble Shares the "fair value" of
their ShopKo Shares in cash. See "The Special Meetings--Dissenters' Rights"
and Annex D.

SHOPKO RECORD DATE; QUORUM; VOTE REQUIRED

Only ShopKo shareholders of record as of the close of business on November
, 1996 (the "ShopKo Record Date") will be entitled to notice of, and to vote
at, the ShopKo Special Meeting. At the ShopKo Record Date, there were
outstanding ShopKo Shares. Each holder of ShopKo Shares outstanding on the
ShopKo Record Date is entitled to one vote for each share so held, exercisable
in person or by properly executed and delivered proxy, at the ShopKo Special
Meeting. The presence of the holders of at least a majority of the ShopKo
Shares outstanding on the ShopKo Record Date, whether present in person or by
properly executed and delivered proxy, will constitute a quorum for the
purposes of the ShopKo Special Meeting.

The affirmative vote of the holders of record of at least a majority of the
outstanding ShopKo Shares is necessary to adopt and approve the ShopKo Plan.
Since approval of the ShopKo Plan requires the affirmative vote of a majority
of all outstanding ShopKo Shares, abstentions, failures to vote and broker
non-votes will have the same effect as a vote against approval of the ShopKo
Plan for purposes of determining whether the requisite majority has been
obtained. supervalu has entered into an agreement with Robert M. Haft,
Chairman of the Board of Phar-Mor, and Cabot Noble pursuant to which supervalu
has agreed to vote a number of supervalu's Shares constituting at least 19.9%
of the outstanding ShopKo Shares in favor of the approval and adoption of the
ShopKo Plan (the "Voting Agreement"). See "The Transaction--Voting Agreement."
supervalu has expressed its intention to vote its remaining ShopKo Shares
(representing an additional 26% of the outstanding ShopKo Shares), in favor of
the approval and adoption of the ShopKo Plan.

PHAR-MOR RECORD DATE; QUORUM; VOTE REQUIRED

Only Phar-Mor shareholders of record as of the close of business on November
, 1996 (the "Phar-Mor Record Date") will be entitled to notice of, and to
vote at, the Phar-Mor Special Meeting. At the Phar-Mor

Record Date, there were outstanding Phar-Mor Shares. Each holder of Phar-
Mor Shares outstanding on the Phar-Mor Record Date is entitled to one vote for
each share so held, exercisable in person or by properly executed and
delivered proxy, at the Phar-Mor Special Meeting. The presence of the holders
of at least a majority of the Phar-Mor Shares outstanding on the Phar-Mor
Record Date, whether present in person or by properly executed and delivered
proxy, will constitute a quorum for the purposes of the Phar-Mor Special
Meeting. Those Phar-Mor shareholders entitled to vote who attend a meeting of
shareholders that has been previously adjourned for one or more periods
aggregating at least 15 days because of an absence of a quorum, although
representing less than a majority of the outstanding Phar-Mor Shares, shall
nevertheless constitute a quorum for the purpose of acting upon any matter set
forth in the notice of the meeting if the notice states that those
shareholders who attend the adjourned meeting shall nevertheless constitute a
quorum for the purpose of acting upon the matter. Phar-Mor shareholders should
be aware that, in the event the Phar-Mor Special Meeting as scheduled is
adjourned, shareholders who attend the adjourned Phar-Mor Special Meeting as
described above, whether or not they represent less than a majority of the
outstanding Phar-Mor Shares, shall nevertheless constitute a quorum for the
purpose of acting on the matters identified in the Phar-Mor Notice of Special
Meeting of Shareholders accompanying this Joint Proxy Statement/Prospectus.
Therefore, the Phar-Mor Plan may, pursuant to the Pennsylvania Law, be
approved by a majority of a quorum which, in certain circumstances, may
constitute less than a majority of the issued and outstanding Phar-Mor Shares.

The affirmative vote of the holders of record of at least a majority of the
Phar-Mor Shares voted at the Phar-Mor Special Meeting at which a quorum is
present, either in person or by proxy, is necessary to adopt and approve the
Phar-Mor Plan.

DISSENTERS' RIGHTS

Phar-Mor. Holders of Phar-Mor Shares are not entitled to dissenters' rights.

ShopKo. Holders of ShopKo Shares are entitled to dissenters' rights;
however, it is a condition to the Combination that holders of no more than 5%
of the outstanding ShopKo Shares shall have exercised such rights. Sections
302A.471 and 302A.473 of the Minnesota Law entitle any ShopKo shareholder who
objects to the ShopKo Plan and who follows the procedures prescribed by
Section 302A.473, in lieu of receiving the consideration proposed under the
ShopKo Plan, to receive cash equal to the "fair value" of such shareholder's
ShopKo Shares. Set forth below is a summary of the procedures relating to the
exercise of such dissenters' rights. This summary does not purport to be a
complete statement of dissenters' rights and is qualified in its entirety by
reference to Sections 302A.471 and 302A.473 of the Minnesota Law, which are
reproduced in full as Annex D hereto and are incorporated herein by reference,
and to any amendments to such provisions as may be adopted after the date
hereof.

ANY SHOPKO SHAREHOLDER CONTEMPLATING THE POSSIBILITY OF DISSENTING FROM THE
SHOPKO PLAN SHOULD CAREFULLY REVIEW THE TEXT OF ANNEX D (PARTICULARLY THE
SPECIFIED PROCEDURAL STEPS REQUIRED TO PERFECT DISSENTERS' RIGHTS, WHICH ARE
COMPLEX) AND SHOULD ALSO CONSULT SUCH SHAREHOLDER'S LEGAL COUNSEL. SUCH RIGHTS
WILL BE LOST IF THE PROCEDURAL REQUIREMENTS OF SECTION 302A.473 OF THE
MINNESOTA LAW ARE NOT FULLY AND PRECISELY SATISFIED.

The Minnesota Law provides dissenters' rights for shareholders of ShopKo who
object to the ShopKo Plan and meet the requisite statutory requirements
contained in the Minnesota Law. Under the Minnesota Law, any ShopKo
shareholder who (i) files with ShopKo written notice of his or her intent to
demand the fair value for his or her ShopKo Shares if the ShopKo Plan is
consummated and becomes effective, which notice is filed with ShopKo before
the vote is taken at the ShopKo Special Meeting, and (ii) does not vote his or
her ShopKo Shares at the ShopKo Special Meeting in favor of the proposal to
approve and adopt the ShopKo Plan, shall be entitled, if the ShopKo Plan is
approved, adopted and consummated, to receive a cash payment of the fair value
of such shareholder's ShopKo Shares upon compliance with the applicable
statutory procedural requirements. A failure by any ShopKo shareholder to vote
against the proposal to approve and adopt the ShopKo Plan will not in and

of itself constitute a waiver of the dissenters' rights of such shareholder
under the Minnesota Law. However, the submission of a proxy which does not
direct how the ShopKo Shares represented thereby are to be voted will
constitute a vote in favor of the ShopKo Plan and a waiver of statutory
dissenters' rights. In addition, a ShopKo shareholder's vote against the
proposal to approve and adopt the ShopKo Plan will not satisfy the notice
requirement referred to in clause (i) above.

Any written notice of a ShopKo shareholder's intent to demand payment of fair
value in cash for such shareholder's ShopKo Shares if the ShopKo Plan is
consummated must be filed with ShopKo at: 700 Pilgrim Way, P.O. Box 19060,
Green Bay, Wisconsin 54307-9060 Attn: Richard D. Schepp, Corporate Secretary,
prior to the vote on the ShopKo Plan at the ShopKo Special Meeting. A
shareholder who votes for the ShopKo Plan will have no dissenters' rights. A
shareholder who does not satisfy each of the requirements of Sections 302A.471
and 302A.473 of the Minnesota Law is not entitled to payment for such
shareholder's ShopKo Shares under the dissenters' rights provisions of the
Minnesota Law and will be bound by the terms of the ShopKo Plan as set forth in
the Combination Agreement.

After the proposed ShopKo Plan has been approved, ShopKo will send written
notice to all shareholders who have given written notice under the dissenters'
rights provisions and not voted in favor of the ShopKo Plan as described above.
The notice will contain: (i) the address where the demand for payment and
certificates representing ShopKo Shares (the "ShopKo Certificates") must be
sent and the date by which they must be received, (ii) any restrictions on
transfer of uncertificated shares that will apply after the demand for payment
is received, (iii) a form to be used to certify the date on which the
shareholder, or the beneficial owner on whose behalf the shareholder dissents,
acquired the ShopKo Shares (or an interest in them) and to demand payment, and
(iv) a copy of the provisions of the Minnesota Law set forth in Annex D with a
brief description of the procedures to be followed under those provisions. A
ShopKo shareholder who is sent a notice and who wishes to assert dissenters'
rights must demand payment and deposit his or her ShopKo Certificates within 30
days after such notice is given. Under Minnesota law, notice by mail is given
by ShopKo when deposited in the United States mail. A SHAREHOLDER WHO FAILS TO
MAKE DEMAND FOR PAYMENT OR DEPOSIT STOCK CERTIFICATES WITHIN SUCH 30-DAY PERIOD
WILL LOSE THE RIGHT TO RECEIVE FAIR VALUE FOR HIS OR HER SHARES UNDER THE
DISSENTERS' RIGHTS PROVISIONS NOTWITHSTANDING THE EARLIER TIMELY FILING OF
NOTICE OF INTENT TO DEMAND PAYMENT. Prior to the Effective Date, a ShopKo
shareholder exercising dissenters' rights retains all other rights of a ShopKo
shareholder. From and after the Effective Date, dissenting shareholders will no
longer be entitled to any rights of ShopKo shareholders, including, but not
limited to, the right to receive notice of meetings, to vote at any meetings or
to receive dividends, and will only be entitled to dissenters' rights as
provided by the Minnesota Law. If any such holder of ShopKo Shares shall have
failed to perfect or shall have effectively withdrawn or lost such right, his
or her ShopKo Shares shall thereupon be deemed to have been exchanged for Cabot
Noble Shares and cash in lieu of any fractional Cabot Noble Shares pursuant to
the provisions of the ShopKo Plan.

Except as provided below, after the Effective Date or upon receipt of a valid
demand for payment, whichever is later, ShopKo will remit to each dissenting
shareholder who complied with the requirements of the Minnesota Law the amount
ShopKo estimates to be the fair value of such shareholder's ShopKo Shares, plus
interest accrued from a date five days after the Effective Date to the date of
payment calculated at the rate provided in Section 549.09 of the Minnesota Law
(presently 5% through December 31, 1996). The payment also must be accompanied
by certain financial data relating to ShopKo, ShopKo's estimate of the fair
value of the shares and a brief description of the method used to reach such
estimate, and a copy of Sections 302A.471 and 302A.473 of the Minnesota Law
with a brief description of the procedures to be followed in demanding
supplemental payment. If a dissenting shareholder believes that the amount
remitted is less than the fair value of the ShopKo Shares plus interest, if
any, such dissenting shareholder must give written notice to ShopKo of his or
her own estimate of the fair value of the shares, plus interest, if any, within
30 days after ShopKo mails its remittance, and demand payment of the
difference. Failure to make such demand within such 30-day period entitles the
dissenting shareholder only to the amount remitted. If ShopKo fails to remit
payment within 60 days of the deposit of the ShopKo Certificates or the
imposition of transfer restrictions on uncertificated shares, it shall return
all deposited ShopKo Certificates and cancel all transfer restrictions;
however, ShopKo may again

give notice regarding the procedure to exercise dissenters' rights and require
deposit or restrict transfer at a later time.

ShopKo may withhold such remittance with respect to ShopKo Shares for which
the dissenting shareholder demanding payment was not the registered owner (or
the person on whose behalf such dissenting shareholder acts was not the
beneficial owner) as of the first public announcement date of the ShopKo Plan
(the "Public Announcement Date"). As to each such dissenting shareholder who
has validly demanded payment, following the Effective Date or the receipt of
demand, whichever is later, ShopKo will mail its estimate of the fair value of
such dissenting shareholder's ShopKo Shares and offer to pay this amount with
interest, if any, to the dissenting shareholder upon receipt of such
dissenting shareholder's agreement to accept this amount in full satisfaction.
If such dissenting shareholder believes that ShopKo's offer is for less than
the fair value of the ShopKo Shares, with interest, if any, such dissenting
shareholder must give written notice to ShopKo of his or her own estimate of
the fair value of the ShopKo Shares, with interest, if any, and demand payment
of this amount within 30 days after the mailing of ShopKo's offer. If the
dissenting shareholder fails to give written notice of such estimate to ShopKo
within such 30-day period, such dissenting shareholder will be entitled only
to the amount offered by ShopKo.

If ShopKo receives a demand from a dissenting shareholder to pay such
difference, it shall, within 60 days after receiving the demand, either pay to
the dissenting shareholder the amount demanded or agreed to by the dissenting
shareholder after discussion with ShopKo or file in a court of competent
jurisdiction in Hennepin County, Minnesota, a petition requesting that the
court determine the fair value of the ShopKo Shares, plus interest, if any.
All dissenting shareholders whose demands are not settled within the
applicable 60-day period will be made parties to the proceeding.

The court may appoint one or more appraisers to receive evidence and make
recommendations to the court as to the amount of the fair value of the shares.
The court shall determine whether the dissenting shareholders have complied
with the requirements of Section 30A.473 of the Minnesota Law and shall
determine the fair value of the shares, taking into account any and all
factors the court finds relevant, computed by any method or combination of
methods that the court, in its discretion, sees fit to use. The fair value of
the shares as determined by the court is binding on all dissenting
shareholders and may be less than, equal to or greater than the market price
of the Cabot Noble Shares to be issued to non-dissenting shareholders for
their ShopKo Shares if the ShopKo Plan is consummated. If the court determines
that the fair value of the shares is in excess of the amount, if any, remitted
by ShopKo, then the court will enter a judgment for cash in favor of the
dissenting shareholders in an amount by which the value determined by the
court, plus interest, exceeds such amount previously remitted. A dissenting
shareholder will not be liable to ShopKo if the amount, if any, remitted to
such shareholder exceeds the fair value of the shares, as determined by the
court, plus interest.

Costs and expenses of the court proceeding shall be determined by the court
and assessed against ShopKo, except that part or all of the costs may be
assessed against any dissenting shareholders whose actions in demanding
supplemental payments are found by the court to be arbitrary, vexatious or not
in good faith.

If the court finds that ShopKo did not substantially comply with the
relevant provisions of Section 302A.473 of the Minnesota Law, the court may
also assess the fees and expenses, if any, of attorneys or experts as the
court deems equitable against ShopKo. Such fees and expenses may also be
assessed against any party if the court finds that such party has acted
arbitrarily, vexatiously or not in good faith in bringing the proceedings, and
may be awarded to a party injured by those actions. The court may award, in
its discretion, fees and expenses of an attorney for the dissenting
shareholders out of the amount awarded to such shareholders, if any.

A shareholder of record may assert dissenters' rights as to fewer than all
of the shares registered in such shareholder's name only if he or she dissents
with respect to all shares beneficially owned by a beneficial shareholder and
notifies ShopKo of the name and address of each person on whose behalf he or
she asserts dissenters' rights. The rights of such a partial dissenting
shareholder are determined as if the shares as to which he or she dissents and
his or her other shares were registered in the names of different
shareholders. Beneficial

owners of ShopKo Shares who desire to exercise dissenters' rights themselves
must obtain and submit the registered owner's written consent at or before the
time they file the notice of intent to demand fair value.

For purposes of Minnesota Law, "fair value" means the value of ShopKo Shares
immediately before the Effective Date.

Under Subdivision 4 of Section 302A.471 of the Minnesota Law, a ShopKo
shareholder has no right, at law or in equity, to set aside the approval and
adoption of the ShopKo Plan or the consummation of the ShopKo Plan except if
such approval, adoption or consummation was fraudulent with respect to such
shareholder or ShopKo.

SOLICITATION OF SHOPKO PROXIES

The accompanying proxy is being solicited by the ShopKo Board for use in
connection with the ShopKo Special Meeting. ShopKo will bear its own expenses
in connection with the ShopKo Special Meeting. In addition to solicitation of
proxies by mail, directors, officers and employees of ShopKo may make
solicitation of proxies for the ShopKo Special Meeting either personally or by
telephone, telegram or other forms of communication. Such directors, officers
and employees will receive no special compensation for any solicitation.
Brokerage houses, nominees, fiduciaries and other custodians will be requested
to forward soliciting materials to beneficial owners and will be reimbursed
for their customary charges and expenses.

ShopKo shareholders are requested to complete, date and sign the
accompanying form of proxy and return it to ShopKo in the enclosed postage-
paid envelope. When the accompanying form of proxy is returned properly
executed, the ShopKo Shares represented thereby will be voted at the ShopKo
Special Meeting in accordance with the instructions received therein. If a
proxy is executed and returned without an indication as to how the ShopKo
Shares represented thereby are to be voted, such shares will be voted in favor
of approval and adoption of the Combination Agreement and the ShopKo Plan.

Any ShopKo shareholder giving a proxy pursuant to the solicitation has the
power to revoke it at any time before it is voted at the ShopKo Special
Meeting. A later dated proxy or written notice of revocation given prior to
the vote at the ShopKo Special Meeting to an officer of ShopKo will serve to
revoke such proxy. A ShopKo shareholder who properly revokes any prior proxies
may thereafter vote in person by ballot at the ShopKo Special Meeting. A
shareholder's presence at such meeting does not alone serve to revoke any
proxy previously given.

----------------
SHOPKO SHAREHOLDERS SHOULD NOT SEND ANY
STOCK CERTIFICATES WITH THEIR PROXY CARDS
----------------

SOLICITATION OF PHAR-MOR PROXIES

The accompanying proxy is being solicited by the Phar-Mor Board for use in
connection with the Phar-Mor Special Meeting, including any adjournment
thereof. See "Phar-Mor Record Date; Quorum; Vote Required." Phar-Mor will bear
its own expenses in connection with the Phar-Mor Special Meeting. In addition
to solicitation of proxies by mail, directors, officers and employees of Phar-
Mor may make solicitation of proxies for the Phar-Mor Special Meeting either
personally or by telephone, telegram or other forms of communication. Such
directors, officers and employees will receive no special compensation for any
solicitation. Brokerage houses, nominees, fiduciaries and other custodians
will be requested to forward soliciting materials to beneficial owners and
will be reimbursed for their customary charges and expenses.

Phar-Mor shareholders are requested to complete, date and sign the
accompanying form of proxy and return it to Phar-Mor in the enclosed postage-
paid envelope. When the accompanying form of proxy is returned properly
executed, the Phar-Mor Shares represented thereby will be voted at the Phar-
Mor Special Meeting,

including any adjournment thereof, in accordance with the instructions
received therein. If a proxy is executed and returned without an indication as
to how the Phar-Mor Shares represented thereby are to be voted, such shares
will be voted in favor of approval and adoption of the Phar-Mor Plan.

Any Phar-Mor shareholder giving a proxy pursuant to the solicitation has the
power to revoke it at any time before it is voted at the Phar-Mor Special
Meeting. A later dated proxy or written notice of revocation given prior to
the vote at the Phar-Mor Special Meeting to the Secretary of Phar-Mor will
serve to revoke such proxy. A Phar-Mor shareholder who attends the Phar-Mor
Special Meeting in person may vote by ballot at the Phar-Mor Special Meeting,
thereby canceling any proxy previously given. A shareholder's presence at such
meeting does not alone serve to revoke any proxy previously given.

----------------
PHAR-MOR SHAREHOLDERS SHOULD NOT SEND ANY
STOCK CERTIFICATES WITH THEIR PROXY CARDS
----------------

OTHER MATTERS TO BE CONSIDERED

Neither the Phar-Mor Board nor the ShopKo Board is aware of any other matter
which will be brought before either the Phar-Mor Special Meeting or the ShopKo
Special Meeting. If, however, other matters are presented, proxies will be
voted in accordance with the discretion of the holders of such proxies.

THE TRANSACTION

The description of the Transaction set forth below does not purport to be
complete and is qualified in its entirety by reference to the Combination
Agreement, a copy of which is attached hereto as Annex A and incorporated by
reference herein.

BACKGROUND OF THE TRANSACTION

ShopKo Background. Over the last several years, ShopKo has determined that
to succeed and remain profitable in the very competitive discount retail
industry, it would be necessary to obtain economies of scale in its retail
business and to grow its health services businesses. This determination was
reemphasized by the recent turmoil in the discount retail industry, including
bankruptcy filings and/or generally poor financial results of a number of
ShopKo's regional competitors. ShopKo believes that by achieving economies of
scale it can achieve greater purchasing power, offer more competitive pricing,
and enhance its financial performance over the long term. ShopKo has also been
cognizant of the fact that supervalu has publicly expressed its intention to
liquidate its investment in ShopKo in order to concentrate on its own core
business. Over the last several years, ShopKo has informally contacted various
retail businesses concerning possible business combinations and none of those
contacts advanced beyond preliminary discussions. Also during this period,
ShopKo explored the possibility of a secondary offering of supervalu's Shopko
Shares to reduce its ownership in ShopKo, including exploring such
possibilities as recently as the spring and early summer of 1996. A secondary
offering was not pursued after such exploration.

In the late winter of 1995 and spring of 1996, ShopKo began reviewing
strategic alternatives available to it to maximize shareholder value. In
connection with this review, Salomon Brothers was engaged to present a review
of strategic alternatives to the ShopKo Board at the ShopKo Board meeting on
June 19, 1996.

Phar-Mor Background. Since Phar-Mor's emergence from bankruptcy in September
1995, Phar-Mor has sought to complement its internal growth from its 102-store
base through a strategic business combination with another company. Phar-Mor's
overall merchandising strategy has been to offer (a) value to consumers by
pricing its products below the prices charged by conventional drugstores and
supermarkets and (b) a broader array of products in each of its major product
categories than is offered by mass merchant discounters. While Phar-Mor
conducted preliminary discussions with several possible acquisition
candidates, no understanding or agreement was reached with respect to any
business combination.

The Phar-Mor Board concluded that Phar-Mor would need to grow to compete
effectively against other discount merchandise chains. Phar-Mor's acquisition
strategy has been designed to identify potential candidates for a business
combination to create a larger and stronger discount retail drug store chain
with a broader geographic market, enhanced purchasing power and a more
powerful presence in the increasingly competitive market for discount
merchandising.

Background of Negotiations. In the spring of 1996, ShopKo was negotiating
with FoxMeyer Health regarding the acquisition by ShopKo of FoxMeyer Health's
Scrip Card business. See "Certain Transactions--CareStream Scrip Card
Acquisition." During these negotiations, FoxMeyer Health representatives who
are also directors of Phar-Mor had several meetings with members of ShopKo's
management and generally became familiar with ShopKo's business. In May 1996,
FoxMeyer Health representatives discussed ShopKo with Mr. Robert Haft,
Chairman and CEO of Phar-Mor. On May 22, 1996, Mr. Haft called Mr. Michael W.
Wright, Chairman and CEO of supervalu and Chairman of the ShopKo Board and
inquired about the possibility of Phar-Mor acquiring supervalu's interest in
ShopKo. The May 22 call was followed by subsequent calls and a letter from Mr.
Haft to Mr. Wright on May 28, 1996 in which Mr. Haft indicated Phar-Mor's
interest in purchasing supervalu's interest in ShopKo. Subsequent to May 28,
1996, supervalu informed Phar-Mor that if Phar-Mor was interested in a
business combination with ShopKo, Phar-Mor should contact ShopKo directly.

At the ShopKo Board meeting on June 19, 1996, Salomon Brothers presented its
previously scheduled review of strategic alternatives to the ShopKo Board.
Salomon Brothers recommended to the ShopKo Board that ShopKo (i) enhance the
scale of its discount store business, and (ii) enhance the scale, service
range, and capabilities of ShopKo's health care businesses. At the same
meeting, the ShopKo Board was informed of the discussions that had taken place
with Phar-Mor.

On June 21, 1996, representatives of Phar-Mor, ShopKo and supervalu,
together with Phar-Mor's financial advisor, Jefferies, and ShopKo's financial
advisor, Salomon Brothers, met to discuss a possible business combination
between Phar-Mor and ShopKo. On June 24, 1996, Phar-Mor and ShopKo entered
into reciprocal confidentiality agreements, and on June 27, 1996, Mr. Haft met
with Messrs. Kramer, Podany, and Jones, Shopko's chief executive officer,
chief operating officer, and chief financial offer, respectively, to discuss
strategic and other issues in connection with a possible business combination.
Negotiations and due diligence activities by all parties continued through
July and August.

The Phar-Mor Board met on July 16, 1996, at which time Jefferies, Phar-Mor's
counsel and members of Phar-Mor's management made detailed presentations to
the Phar-Mor Board with respect to a possible business combination with
ShopKo.

On July 26, 1996, the ShopKo Board met and, among other things, (i)
established a Special Committee of disinterested directors consisting of
Messrs. Eugster and Tyrell (the "ShopKo Special Committee") to review a
possible business combination with Phar-Mor on behalf of ShopKo, and (ii)
engaged Salomon Brothers to assist ShopKo in connection with a possible
business combination with Phar-Mor.

In July and August 1996, representatives of Phar-Mor, ShopKo and supervalu
conducted detailed discussions concerning the structure of a possible business
combination, the terms of a definitive agreement, and certain related
documents.

Throughout the period of negotiations, the financial and legal advisors to
ShopKo consulted with and took direction from the ShopKo Special Committee.
The ShopKo Special Committee met four times between July 30 and August 8,
1996, to review and discuss the negotiations concerning the possible business
combination. The ShopKo Special Committee members were also updated
individually on the status of the negotiations several times in July and
August.

In mid-August, Phar-Mor submitted draft business combination documents to
all parties (the "Combination Documents"), including drafts of the Combination
Agreement, Stock Purchase Agreement and Voting Agreement. On August 26, 1996,
the ShopKo Board met, and Mr. Haft and other Phar-Mor representatives made a
presentation to the ShopKo Board concerning the Phar-Mor proposal and plans
for the combined company.

On August 27, 1996, the Phar-Mor Board met to consider the terms of the
Combination Documents and representatives of Jefferies presented an analysis
of the Combination and delivered their oral opinion as to the fairness, from a
financial point of view, to the holders of Phar-Mor Shares (the "Phar-Mor
Shareholders") of the consideration to be received by such Phar-Mor
Shareholders pursuant to the transaction contemplated by the Combination
Agreement dated September 5, 1996. See "--Phar-Mor Fairness Opinion." At that
meeting, the Phar-Mor Board unanimously approved the Combination, approved and
adopted the Phar-Mor Plan, and directed the officers of Phar-Mor involved in
negotiations to meet with ShopKo and supervalu in an attempt to complete final
negotiations on certain remaining issues.

On August 28, 1996, the ShopKo Board met and reviewed the Combination
Documents in detail, and Salomon Brothers presented its view that the proposed
transaction was fair to ShopKo's public shareholders from a financial point of
view. The ShopKo Board also established a special committee under Section
302A.673 of the Minnesota Law consisting of Mr. Eugster (the "Section 673
Committee") to review the proposed Combination and the proposed Voting
Agreement. The full ShopKo Board then adjourned, and the ShopKo Special
Committee and the Section 673 Committee then met and approved the proposed
Combination, and, in

the case of the Section 673 Committee, the proposed Voting Agreement, and
recommended that the full ShopKo Board approve the proposed Combination. The
full ShopKo Board then reconvened and unanimously approved the principal terms
of the proposed Combination, subject to satisfactory resolution of the
remaining issues.

Negotiations on these open issues continued over the succeeding days. On
September 4, 1996, the Phar-Mor Board met to consider certain modifications
and approve the results of final negotiations, including a discussion with
representatives of Jefferies and a determination by Jefferies that the
negotiated changes would not affect its fairness opinion. The Phar-Mor Board
ratified such changes. In the vote on September 4, 1996, all members of the
Phar-Mor Board voted in favor of such modifications, other than Messrs. Butler
and Estrin, the two members of the Phar-Mor Board who are officers and
directors of FoxMeyer Health, who abstained. See "The Special Meetings--Phar-
Mor Record Date; Quorum; Vote Required."

On September 6, 1996, the ShopKo Board, the ShopKo Special Committee, and
the Section 673 Committee met again. At the ShopKo Board meeting the Shopko
Board reviewed the revised Combination Documents, and Salomon Brothers
reconfirmed its view as to the fairness of the proposed Combination from a
financial point of view to the ShopKo Public Shareholders, which opinion was
delivered in written form on September 7, 1996. Both the ShopKo Special
Committee and the Section 673 Committee approved the proposed Combination, and
in the case the Section 673 Committee, the proposed Voting Agreement, and
recommended that the full ShopKo Board approve the proposed Combination. The
full ShopKo Board then unanimously approved and adopted the ShopKo Plan and
approved the proposed Combination.

On Saturday, September 7, 1996, Phar-Mor, ShopKo and Cabot Noble entered
into the Combination Agreement; supervalu and Cabot Noble entered into the
Stock Purchase Agreement; and supervalu, Cabot Noble and Mr. Haft entered into
the Voting Agreement. On Monday, September 9, 1996, Phar-Mor and ShopKo issued
press releases announcing the Combination.

On October 9, 1996, the ShopKo Special Committee, the Section 673 Committee
and the ShopKo Board met to consider certain proposed changes to the terms of
the Combination Agreement. Salomon Brothers presented an analysis of the
effect of such proposed changes, and reconfirmed its opinion that the proposed
Combination is fair from a financial point of view to the ShopKo Public
Shareholders, which opinion was delivered in written form on October 9, 1996.
The Special Committee and the Section 673 Committee approved the proposed
amendments to the Combination Agreement and recommended that the full ShopKo
Board approve the proposed amendment to the Combination Agreement, and the
ShopKo Board unanimously approved the proposed amendments.

RECOMMENDATIONS OF SHOPKO BOARD; REASONS FOR THE TRANSACTION

In approving the Combination, the ShopKo Board considered a number of
factors, including the following:

(1) The financial condition and results of operations of ShopKo and Phar-
Mor;

(2) The projected financial condition, results of operations, prospects
and strategic objectives of ShopKo and Phar-Mor, and the risks of achieving
those prospects and objectives, including, in the case of ShopKo,
increasingly intense competition from larger companies with greater
purchasing power, lower merchandise unit costs and more resources than
ShopKo, and pressure on ShopKo's prices from managed health care
organizations and other purchasers of ShopKo merchandise;

(3) The purchase by Cabot Noble pursuant to the Cabot Noble Buy Back of
90% of the Cabot Noble Shares received by supervalu in the ShopKo Exchange,
which will:

(a) based on the analysis of Salomon Brothers, result in higher
earnings per share for the Cabot Noble Shares received by the ShopKo
Public Shareholders;

(b) cause the ShopKo Public Shareholders to own a much greater
percentage of the Cabot Noble Shares than they currently own of ShopKo
Shares;

(d) eliminate the potential for the market price of Cabot Noble
Shares being depressed by potential or actual sales of large amounts of
stock by a single significant shareholder.

(4) The fact that it would be necessary for ShopKo to incur an
unreasonably large amount of debt to enable it to purchase ShopKo Shares
owned by supervalu, whereas the Phar-Mor cash resources and ShopKo cash
resources, together with the proceeds of a reasonable amount of debt, will
enable Cabot Noble to purchase, pursuant to the Cabot Noble Buy Back, 90%
of the Cabot Noble Shares received by supervalu in the Combination;

(5) The fact that supervalu will sell 90% of its Cabot Noble Shares to
Cabot Noble for the equivalent of $16.86 per ShopKo Share in cash and a
short-term Cabot Noble note, which on a per share basis will be between
2.3% and 6.3% less than the value of the Cabot Noble Shares to be received
per ShopKo Share by the ShopKo Public Shareholders. The fact that $16.86
per ShopKo Share is below the low end of Salomon Brothers' discounted cash
flow analysis range for ShopKo;

(6) The terms and conditions of the Combination Agreement and the course
of negotiations thereon, including terms which permit the ShopKo Board, to
the extent required by their fiduciary duties and subject to certain
conditions,

(a) to participate in discussions or negotiations with, and to
furnish information to, any person or entity in connection with any
tender or exchange offer or proposal for a merger, consolidation or
other business combination involving a substantial equity interest in,
or a substantial portion of the assets of, ShopKo, although ShopKo is
prohibited by the Combination Agreement from initiating, soliciting or
encouraging, or taking any action to facilitate, any offer or proposal
for such a transaction; and

(b) under certain circumstances to terminate the Combination
Agreement. (The ShopKo Board noted that the Combination Agreement
requires ShopKo to pay to Phar-Mor up to $15.5 million if the
Combination Agreement is terminated under certain circumstances because
of a prospective transaction between ShopKo and a person or entity
other than Phar-Mor.);

(7) The presentation to the ShopKo Board by Mr. Haft of the anticipated
business plan for Cabot Noble, Phar-Mor and ShopKo, including plans to
reduce their combined purchasing, administration and other costs by
combining certain functions, and to increase their combined sales by adding
certain ShopKo product lines and services to Phar-Mor stores, and adding
certain Phar-Mor products to ShopKo stores;

(8) The ShopKo Public Shareholders will exchange their investments in a
regional business for an investment in a national and more diversified
business;

(9) The acquisition by the ShopKo Public Shareholders of an equity
interest in the 102 Phar-Mor stores--selected from Phar-Mor's 311 pre-
bankruptcy stores--in connection with ShopKo's administrative management
strength and infrastructure;

(10) The report to the ShopKo Board by ShopKo executive officers and
legal advisors concerning their due diligence investigation of Phar-Mor;

(11) Mr. Haft's business reputation, experience and track record as a
manager of significant retail businesses;

(12) The composition of the Cabot Noble Board and the fact that the Cabot
Noble Certificate will mandate that a majority of its directors be
"independent," as defined;

(13) The written opinions dated as of September 7, 1996 and October 9,
1996 of Salomon Brothers, that, as of such dates and based on and subject
to the considerations set forth in such opinions, the consideration to be
received by the ShopKo Public Shareholders pursuant to the Combination
Agreement is fair from a financial point of view to such holders;

(14) The availability to the holders of ShopKo Shares of dissenters'
appraisal rights under the Minnesota Law;

(15) The unanimous recommendation of the ShopKo senior executive officers
that the Combination be approved by the ShopKo Board and its shareholders,
recognizing the individual interests of such officers in the Combination;

(16) The unqualified recommendation of the ShopKo Special Committee and
the Section 673 Committee that the Combination be approved by the ShopKo
Board;

(17) The expressed desire of supervalu to sell its interest in ShopKo;

(18) The effect of the Combination on the employees, suppliers and
customers of ShopKo and the communities in which its stores are located;

(19) The effect of the Combination on ShopKo's debt holders and the
financial and credit profile of the combined company;

(20) The fact that ShopKo pays dividends on the ShopKo Shares whereas
Cabot Noble is not expected to pay dividends on Cabot Noble Shares in the
foreseeable future;

(21) The familiarity of the ShopKo Board with the business, operations,
prospects and assets (including real estate) of ShopKo. See "Description of
ShopKo--Properties;" and

(22) Consideration of the Combination at eight meetings of the ShopKo
Special Committee and five meetings of the entire ShopKo Board.

The ShopKo Board did not quantify or attempt to assign relative weights to
the specific factors considered in reaching its determination. A copy of the
written opinion of Salomon Brothers, which sets forth the assumptions,
qualifications and procedures on which such opinion is based, is attached
hereto as Annex B, and ShopKo shareholders are urged to read that opinion in
its entirety.

SHOPKO FAIRNESS OPINION

At meetings of the ShopKo Board held on August 28, 1996, September 6, 1996
and October 9, 1996, Salomon Brothers delivered its oral opinion, subsequently
confirmed in writing, that, as of such dates and in connection with the
Transaction, the ShopKo Exchange Ratio is fair to the ShopKo Public
Shareholders from a financial point of view. No limitations were imposed by
the ShopKo Board upon Salomon Brothers with respect to the investigation made
or the procedures followed by Salomon Brothers in rendering its opinion.

The full text of the written opinion of Salomon Brothers, dated as of
October 9, 1996, is set forth as Annex B to this Joint Proxy
Statement/Prospectus and sets forth the assumptions made, procedures followed
and matters considered by Salomon Brothers. ShopKo shareholders are urged to
read Salomon Brothers' opinion in its entirety. The summary of the opinion as
set forth in this Joint Proxy Statement/Prospectus is qualified in its
entirety by reference to the full text of such opinion.

In connection with rendering its opinion, Salomon Brothers reviewed certain
publicly available information concerning ShopKo and Phar-Mor, respectively.
Salomon Brothers was not requested to and did not solicit third party
indications of interest in ShopKo. In arriving at its opinion, however,
Salomon Brothers did consider information provided to it by ShopKo as to prior
informal discussions with third parties concerning a possible business
combination. Salomon Brothers also discussed the business operations and
financial condition of ShopKo and Phar-Mor, as well as other matters Salomon
Brothers believed relevant to its inquiry, with certain officers and employees
of ShopKo and Phar-Mor. Salomon Brothers also considered such other
information, financial studies, analyses, forecasts, investigations, and
financial, economic and market criteria that Salomon Brothers deemed relevant.

In its review and analysis and in arriving at its opinion, Salomon Brothers
assumed and relied upon the accuracy and completeness of the financial and
other information (including information relating to the obtaining

of regulatory approvals for the Transaction), and Salomon Brothers did not
assume any responsibility for independent verification of such information.
With respect to the financial forecasts of ShopKo and Phar-Mor, Salomon
Brothers assumed that such forecasts had been reasonably prepared on bases
reflecting the best currently available estimates and judgments of the
respective managements of ShopKo or Phar-Mor as to the future financial
performance of ShopKo or Phar-Mor, respectively, and Salomon Brothers
expressed no opinion with respect to such forecasts or the assumptions on
which such forecasts were based. Salomon Brothers did not make or obtain or
assume any responsibility for making or obtaining any independent evaluations
or appraisals of the assets (including properties and facilities) or
liabilities of ShopKo or Phar-Mor.

Salomon Brothers' opinion is based upon conditions as they existed and could
be evaluated on the date thereof. Salomon Brothers' opinion does not imply any
conclusion as to the likely trading range for Cabot Noble Shares following the
consummation of the Transaction, which may vary depending upon, among other
factors, changes in interest rates, market conditions, general economic
conditions and other factors that generally influence the price of securities.
Salomon Brothers' opinion does not address ShopKo's underlying business
decision to effect the Transaction. Further, Salomon Brothers' opinion is
directed only to the fairness, from a financial point of view, of the ShopKo
Exchange Ratio to the ShopKo Public Shareholders and does not constitute a
recommendation concerning how holders of ShopKo Shares should vote with
respect to the ShopKo Plan. The proposed consideration to be received by
ShopKo shareholders was determined through negotiations between ShopKo and
Phar-Mor. In rendering its opinion, Salomon Brothers assumed that no
restrictions would be imposed by any regulatory authority that would have a
material adverse effect on the contemplated benefits of the Transaction to
Cabot Noble following the consummation of the Transaction.

The following is a summary of the reports and analyses (collectively, the
"Salomon Brothers Report") presented on August 28, 1996, certain of which were
updated on September 6 and 7 and again on October 9, 1996, by Salomon Brothers
to the ShopKo Board in connection with the rendering of Salomon Brothers'
opinion.

(i) Premium Analysis. Salomon Brothers calculated the implied premium to be
received by the ShopKo Public Shareholders (the "ShopKo Premium") based on the
$17.25 to $18.00 consideration range for ShopKo Public Shareholders (the
"Collar") and prices of ShopKo Shares and Phar-Mor Shares over certain recent
periods. The ShopKo Premium, based on the Collar and the closing stock price
for ShopKo Shares as of September 6, 1996, would have ranged from 6-11%.
Further, Salomon Brothers calculated the ShopKo Premium as ranging from 14-19%
based on the average price of ShopKo Shares during the 30-day period ended
September 6, 1996.

(ii) Exchange Ratio Analysis. Salomon Brothers reviewed the historical ratio
(the "Ratio") of the daily closing prices of ShopKo Shares to Phar-Mor Shares
over the period from September 11, 1995, through September 6, 1996. Such
analysis showed that based on stock prices over the thirty calendar days ended
on September 6, 1996, the average, high and low Ratios were 1.86, 2.06 and
1.73, as compared to the ratio of 2.23 (the "Implied Exchange Ratio") shares
of Phar-Mor Shares to each ShopKo Share based on the Collar and the 30-day
average Phar-Mor price for the period ended September 6, 1996.

(iii) Pro Forma Combination Consequences Analysis. Based on management
forecasts for ShopKo and Phar-Mor (the "Base Case"), Salomon Brothers examined
the pro forma combined forecast of results of operations for Cabot Noble for
the years ended February 28, 1998, and 1999 (each such period, a "Fiscal
Year"), Fiscal Years 1998 and 1999 estimated to be the first two complete
Fiscal Years after consummation of the Transaction. Salomon Brothers also
examined the pro forma combined forecast of results of operations under a
scenario based on the projections of ShopKo management and the projections of
Phar-Mor management, with the Phar-Mor projections revised downward to reflect
certain more conservative assumptions and adjustments by ShopKo management
(the "Adjusted Case"). The Adjusted Case anticipates that Phar-Mor would have
lower sales and incur net losses in each of Fiscal Years 1997, 1998 and 1999.
Based on the Base Case, this analysis showed an earnings per share ("EPS")
accretion of 26.5% in Fiscal Year 1998 and 48.0% in Fiscal Year 1999 to the
ShopKo Public Shareholders, assuming that Cabot Noble realizes pre-tax savings
resulting from certain synergies resulting from the combination of the two
companies of $15 million in Fiscal Year 1998 and $20

million in Fiscal Year 1999, net of savings assumed reinvested in more
competitive pricing (the "Net Synergies"). Based on the Adjusted Case, this
analysis showed an EPS accretion to the ShopKo Public Shareholders of 3.7% in
Fiscal Year 1998 and 22.3% in Fiscal Year 1999, assuming Cabot Noble realized
the Net Synergies. Management of ShopKo advised the ShopKo Board that it
believed the Adjusted Case to be conservative.

(iv) Comparable Company Analysis. In arriving at a valuation for ShopKo,
Salomon Brothers performed a valuation analysis for each of ShopKo's two
business segments, the discount retail business and the pharmacy benefit
management business. Salomon Brothers compared the discount retail segment of
ShopKo with the financial and market performance of the following group of
selected publicly traded discount retail companies: Dayton Hudson Corporation;
Kmart Corporation; Wal-Mart Stores, Inc.; Bradlees, Inc.; The Caldor
Corporation; Fred Meyer Inc.; Hills Stores Company; and Venture Stores, Inc.
Salomon Brothers examined certain publicly available financial and operating
data of the comparable companies, in particular; (a) equity market
capitalization; (b) the ratio (the "P/E Ratio") of current stock prices per
share to estimated EPS for (i) the latest twelve months ("LTM"), (ii) the 1997
fiscal years of such companies and (iii) the 1998 fiscal years of such
companies (such estimated earnings for the comparable companies and for
ShopKo, for each such period, as reported on First Call; (c) the ratio of the
equity value plus total debt, preferred stock, minority interests, less cash
(collectively, "Firm Value") to (i) the LTM revenues, (ii) the LTM earnings
before interest, taxes, depreciation and amortization ("EBITDA") and the LTM
earnings before interest and taxes ("EBIT"). All multiples were based on
closing stock prices as of September 6, 1996. This analysis showed: a range of
LTM P/E Ratios from 4.9x-53.1x (with a median of 23.0x) for the comparable
companies, as compared to 13.4x for ShopKo; a range of estimated 1997 P/E
Ratios from 6.3x-26.6x (with a median of 14.0x) for the comparable companies,
as compared to 12.3x for ShopKo; a range of 1998 P/E Ratios from 5.9x-16.7x
(with a median of 13.1x) for the comparable companies, as compared to 10.6x
for ShopKo; the ratios of Firm Value to LTM revenues ranged from .14x-.75x
(with a median of 0.27x) for the comparable companies, as compared to .41x for
ShopKo; the ratios of Firm Value to LTM EBITDA ranged from 4.1x-10.8x (with a
median of 6.0x) for the comparable companies, as compared to 5.4x for ShopKo;
and the ratios of Firm Value to LTM EBIT ranged from 6.8x-46.0x for the
comparable companies, as compared to 8.5x for ShopKo. Further, Salomon
Brothers compared the pharmacy benefit management business of ShopKo with the
financial and market performance of the following group of selected publicly
traded pharmacy benefit management companies: Caremark International Inc.;
Express Scripts, Inc.; HCIA Inc.; Mednet MPC Corporation; Systems, Inc.; and
Value Health, Inc. Salomon Brothers examined certain publicly available
financial and operating data of the comparable companies, in particular: (a)
equity market capitalization; (b) the P/E Ratio of current stock prices per
share to estimated EPS for (i) the LTM, (ii) the 1996 fiscal year and (iii)
the 1997 fiscal year (such estimated earnings for the comparable companies and
for ShopKo, for each year, as reported on First Call; (c) the ratio of Firm
Value to (i) LTM revenues, (ii) LTM EBITDA and (iii) LTM EBIT. All multiples
were based on closing stock prices as of September 6, 1996. This analysis
showed: a range of LTM P/E Ratios from 24.9x-75.6x (with a median of 41.8x)
for the comparable companies; a range of 1996 P/E Ratios from 8.0x-58.1x (with
a median of 20.0x) for the comparable companies; a range of 1997 P/E Ratios
from 8.7x-40.0x (with a median of 15.1x) for the comparable companies; a range
of ratios of Firm Value to LTM revenues from .4x-9.1x (with a median of .7x)
for the comparable companies; a range of ratios of Firm Value to LTM EBITDA
from 4.6-30.0 (with a median of 13.1x) for the comparable companies; and a
range of Firm Value to LTM EBIT from 6.2-53.9 (with a median of 17.7x) for the
comparable companies. Based on these comparisons, Salomon Brothers estimated
the valuation of each of the two business segments of ShopKo and added such
results to estimate a valuation for ShopKo. This analysis showed that ShopKo,
as of September 6, 1996, was trading at a 2.2%-24.2% premium to the sum of the
estimated values of its business segments. Salomon Brothers also showed that,
based on the Implied Exchange Ratio and the Collar, the premium to be received
by the ShopKo Public Shareholders would range from 13.2%-37.6%.

(v) Discounted Cash Flow Analysis. Using a discounted cash flow ("DCF")
methodology, Salomon Brothers valued ShopKo on a stand-alone basis in
accordance with the management forecasts by estimating the present value of
future unlevered free cash flows of ShopKo. Salomon Brothers aggregated (x)
the present value

of the unlevered free cash flows for the period ranging from November 2, 1996
to February 28, 2001 (the "Forecast Period") with (y) the present value of the
range of terminal values described below. The range of terminal values was
generally calculated by applying a range of multiples to ShopKo's EBITDA for
the last twelve months of the Forecast Period. This range of terminal values
represents ShopKo's value beyond the Forecast Period. As part of the DCF
analysis, Salomon Brothers used discount rates ranging from 11.5%-13.5% for
ShopKo. This DCF analysis resulted in values ranging from $17 to $20 per
ShopKo Share.

(vi) Contribution Analysis. Salomon Brothers reviewed the pro forma
contribution to the revenues, EBITDA, cash flow and net income of Cabot Noble
by ShopKo and Phar-Mor, without consideration to any cost savings related to
the Transaction, for the year ending February 22, 1997, such estimates having
been prepared in accordance with the Adjusted Case. The contribution analysis
showed that ShopKo's estimated percentage contribution to the financial
results of the combined entity were 68.4% of total revenues, 83.9% of EBITDA,
246.4% of free cash flow (which percentage is offset by -146.4% contribution
to cash flow by Phar-Mor). Salomon Brothers noted that, based on the Implied
Exchange Ratio, holders of ShopKo Shares will hold 85.1% of outstanding Cabot
Noble Shares following the consummation of the Share Exchanges and 76.7% of
the Cabot Noble Shares after the consummation of the Cabot Noble Buy Back.

On October 9, 1996, at a meeting of the ShopKo Board, Salomon Brothers
reviewed with the ShopKo Board the proposed changes to the Combination
Agreement and the Cabot Noble Buy Back, and the financial impact of such
changes including, without limitation, the effect on the pro forma ownership
of Cabot Noble, and the effect on pro forma earnings, leverage, and selected
pro forma financial ratios of Cabot Noble.

The preparation of a fairness opinion is not susceptible to partial analysis
or summary descriptions. Salomon Brothers believes that its analysis and the
summary set forth above must be considered as a whole and that selecting
portions of its analyses and the factors considered by it, without considering
all analyses and factors, could create an incomplete view of the processes
underlying the analysis set forth in its opinion and the Salomon Brothers
Report. The ranges of valuations resulting from any particular analysis
described above should not be taken to be the view of Salomon Brothers of the
actual value of ShopKo or Phar-Mor.

In performing its analyses, Salomon Brothers made numerous assumptions with
respect to industry performance, general business, financial, market and
economic conditions and other matters, many of which are beyond the control of
ShopKo or Phar-Mor. The analyses which Salomon Brothers performed are not
necessarily indicative of actual values or actual future results, which may be
significantly more or less favorable than suggested by such analyses. Such
analyses were prepared solely as part of Salomon Brothers' analysis of the
fairness, from a financial point of view, of the ShopKo Exchange Ratio to the
ShopKo Public Shareholders in connection with the Combination and the Cabot
Noble Buy Back. The analyses do not purport to be appraisals or to reflect the
prices at which a company might actually be sold or the prices at which any
securities may trade at the present time or at any time in the future.

In the ordinary course of its business, Salomon Brothers actively trades the
equity securities of ShopKo and Phar-Mor for its own account and the accounts
of its customers and, accordingly, may at any time hold a long or short
position in such securities. Pursuant to an engagement letter dated July 26,
1996, ShopKo agreed to pay to Salomon Brothers for its services in connection
with the Transaction an advisory fee of approximately $4,080,000 (less
$250,000 paid by ShopKo to Salomon Brothers in connection with the strategic
review of ShopKo's businesses and alternatives, discussed below), payable upon
consummation of the Transaction. ShopKo also agreed, under certain
circumstances, to reimburse Salomon Brothers for reasonable fees and
disbursements of Salomon Brothers' counsel and for certain out-of-pocket
expenses incurred by Salomon Brothers in connection with the Transaction, and
agreed to indemnify Salomon Brothers and certain related persons against
certain liabilities, including liabilities under the federal securities law,
relating to or arising out of its engagement.

In addition to the advisory fee payable to Salomon Brothers as described
above, ShopKo paid Salomon Brothers a fee of $500,000, for its services in
connection with a strategic review of ShopKo's businesses and alternatives
pursuant to an engagement letter dated June 17, 1996. As noted above, $250,000
of this $500,000

fee will be credited against the advisory fee payable to Salomon Brothers by
ShopKo. ShopKo also agreed to reimburse Salomon Brothers for certain out-of-
pocket expenses incurred by Salomon Brothers in connection with its services
under the engagement letter, and agreed to indemnify Salomon Brothers and
certain related persons against certain liabilities, including liabilities
under the federal securities laws, relating to or arising out of its
engagement.

In accordance with the Phar-Mor bankruptcy, and that certain Settlement
Agreement dated as of July 12, 1995, between Phar-Mor and Salomon Brothers,
Salomon Brothers received a payment of $1,525,000 and an unsecured claim in
the amount of $7,233,096, in respect of Salomon Brothers' right, title and
interest in certain loans, bankruptcy claims and a credit agreement related to
certain furniture, fixtures and equipment utilized by Phar-Mor in certain
stores. Additionally, Phar-Mor executed a ninety-six (96) month promissory
note dated September 11, 1995, in the initial amount of $1,750,000 at an
interest rate of 7% per annum, which promissory note is secured by that
certain Security Agreement of even date. Phar-Mor commenced quarterly payments
under the promissory note on January 1, 1996.

Salomon Brothers is an internationally recognized investment banking firm
that provides financial services in connection with a wide range of business
transactions. As part of its business, Salomon Brothers regularly engages in
the valuation of companies and their securities in connection with mergers and
acquisitions, negotiated underwritings, competitive biddings, secondary
distributions of listed and unlisted securities, private placements and other
purposes. The ShopKo Board retained Salomon Brothers based on Salomon
Brothers' expertise in the valuation of companies as well as its familiarity
with companies in the discount retail industry.

RECOMMENDATIONS OF PHAR-MOR BOARD; REASONS FOR THE TRANSACTION

The Phar-Mor Board has approved the Phar-Mor Plan and the Combination
Agreement and believes the Transaction, including the Phar-Mor Plan, to be in
the best interests of Phar-Mor shareholders and recommends a vote FOR approval
and adoption of the Phar-Mor Plan. In arriving at its determination, the Phar-
Mor Board considered a number of factors, including the opinion of Phar-Mor's
financial advisor, Jefferies, that as of the date of such opinion the
consideration to be received by the holders of Phar-Mor Shares pursuant to the
Combination is fair to such holders from a financial point of view. The
written opinion of Jefferies is reproduced in its entirety as Annex C hereto
and holders of Phar-Mor Shares are urged to read this opinion carefully and in
its entirety for a description of the procedures followed, assumptions and
qualifications made, and limitation on the review undertaken by Jefferies. See
"--Background of the Transaction" and "--Phar-Mor Fairness Opinion."

The Phar-Mor Board believes that the Combination provides the following
specific benefits to Phar-Mor shareholders:

. It combines Phar-Mor, a regional discount merchandise chain with 102
stores in 18 states, with ShopKo to create a national discount retailer
offering pharmaceutical products and services in the United States with a
total of over 230 stores in 29 states across the nation, and combined
projected revenues of nearly $3.4 billion in fiscal year 1997. See
"Certain Forward-Looking Information."

together with the enhanced purchasing power of the combined companies,
will enable Phar-Mor and ShopKo to compete more aggressively for market
share against competitors such as Wal-Mart and Walgreen's, by passing on
greater savings to customers.

. It provides the opportunity for Phar-Mor's shareholders to participate in
the significant growth in PBM and related services offered by ProVantage.
ProVantage has increased revenues from $14 million in fiscal year 1994 to
an estimated $365 million in fiscal year 1997. Management believes that
ProVantage will generate over $500 million in sales in fiscal 1998.

The Phar-Mor Board believes that these benefits will significantly increase
Phar-Mor's competitive position and profitability by reducing costs, enhancing
revenue and creating new and diverse opportunities for future growth. There
can be no assurance that any of the foregoing benefits will be realized.

PHAR-MOR FAIRNESS OPINION

Phar-Mor engaged Jefferies to render an opinion to the Phar-Mor Board as to
the fairness, from a financial point of view, to the Phar-Mor Shareholders of
the consideration to be received by such Phar-Mor Shareholders pursuant to the
transaction as originally contemplated by the Combination Agreement dated
September 5, 1996 prior to the amendments reflected in the First Amendment to
the Combination Agreement and the Amended and Restated Stock Purchase
Agreement (the "Transaction," for purposes of this section only). The Phar-Mor
Board selected Jefferies to render such opinion because of Jefferies'
reputation as an internationally recognized investment banking firm. As part
of its investment banking business, Jefferies is regularly engaged in the
evaluation of capital structures, the valuation of businesses and their
securities in connection with mergers and acquisitions, negotiated
underwritings, competitive biddings, secondary distributions of listed and
unlisted securities, private placements, financial restructurings and other
financial services.

On August 27, 1996, Jefferies delivered its oral presentation to the Phar-
Mor Board and followed this presentation with a written opinion, dated
September 5, 1996, to the Phar-Mor Board (the "Phar-Mor Fairness Opinion"), to
the effect that, as of such date and based upon procedures and subject to the
assumptions set forth in the Phar-Mor Fairness Opinion, the consideration to
be received by the Phar-Mor Shareholders pursuant to the Transaction is fair
to such Phar-Mor Shareholders from a financial point of view. Except as set
forth below, no limitations were imposed by Phar-Mor on the scope of
Jefferies' investigations or procedures to be followed by it in rendering its
opinion. Jefferies was not requested to opine as to, and its opinion did not
address, the underlying business decision of the Phar-Mor Board to proceed
with or to effect the Transaction.

THE FULL TEXT OF THE PHAR-MOR FAIRNESS OPINION, WHICH SETS FORTH THE
ASSUMPTIONS MADE, MATTERS CONSIDERED AND LIMITATIONS ON THE REVIEW UNDERTAKEN,
IS ATTACHED AS ANNEX C TO THIS JOINT PROXY STATEMENT/PROSPECTUS. PHAR-MOR
SHAREHOLDERS ARE URGED TO READ THE PHAR-MOR FAIRNESS OPINION CAREFULLY AND IN
ITS ENTIRETY FOR INFORMATION WITH RESPECT TO PROCEDURES FOLLOWED, ASSUMPTIONS
MADE AND MATTERS CONSIDERED BY JEFFERIES IN ARRIVING AT THE CONCLUSIONS
EXPRESSED THEREIN. THE SUMMARY OF THE PHAR-MOR FAIRNESS OPINION SET FORTH IN
THIS JOINT PROXY STATEMENT/PROSPECTUS IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FULL TEXT OF SUCH OPINION. THE PHAR-MOR FAIRNESS OPINION IS
ADDRESSED ONLY TO THE PHAR-MOR BOARD, IS DIRECTED ONLY TO THE CONSIDERATION TO
BE RECEIVED BY THE PHAR-MOR SHAREHOLDERS IN THE TRANSACTION AND DOES NOT
ADDRESS THE UNDERLYING BUSINESS DECISION TO PROCEED WITH THE TRANSACTION OR
CONSTITUTE A RECOMMENDATION TO ANY SHAREHOLDER OF PHAR-MOR OR SHOPKO (OR ANY
OTHER PERSON) AS TO HOW SUCH SHAREHOLDER SHOULD VOTE AT EITHER SPECIAL
MEETING.

The Phar-Mor Fairness Opinion notes that: (i) the consummation of the
Transaction is conditioned upon the approval of Phar-Mor's and ShopKo's
shareholders, and Jefferies is not recommending that Phar-Mor, the

Phar-Mor Board, any of its security holders or any other person should take
any specific action in connection with the Transaction; (ii) Jefferies was not
requested to solicit, nor did Jefferies solicit, any third party indications
of interest in acquiring all or any part of Phar-Mor; (iii) such opinion does
not constitute a recommendation of the Transaction over any alternative
transactions which may be available to Phar-Mor, and does not address Phar-
Mor's underlying business decision to effect the Transaction; (iv) Jefferies
did not opine as to the market value of the consideration to be received by
the Phar-Mor Shareholders or the prices at which any of the securities of
Cabot Noble may trade upon and following the consummation of the Transaction;
(v) Jefferies has no obligation to advise any person of any change in any fact
or matter affecting the Phar-Mor Fairness Opinion of which Jefferies becomes
aware after the date of such opinion; and (vi) such opinion is for the sole
use of the Phar-Mor Board, as one element in the Phar-Mor Board's
consideration of the Transaction, and may not be used for any other purpose,
or otherwise referred to, relied upon or circulated, without Jefferies' prior
written consent.

In connection with the provision of its opinion, Jefferies, among other
things, (i) reviewed the draft of the Combination Agreement dated September 5,
1996 (including the exhibits thereto) and certain financial and other
information that was publicly available or furnished to Jefferies by Phar-Mor
and ShopKo, including certain internal financial analyses, budgets, reports
and other information prepared by the respective company's management; (ii)
held discussions with various members of senior management of Phar-Mor and
ShopKo concerning each company's historical and current operations, financial
conditions and prospects, as well as the strategic and operating benefits
anticipated from the business combination; and (iii) conducted such other
reviews, analyses and inquiries relating to Phar-Mor and ShopKo as it
considered appropriate.

In Jefferies' review and analysis in rendering the Phar-Mor Fairness
Opinion, Jefferies relied upon, without independent investigation or
verification, the accuracy, completeness and fair presentation of all
financial and other information that was provided to Jefferies by Phar-Mor or
ShopKo, or that was publicly available (including, without limitation, the
information described above and the financial projections prepared by Phar-Mor
and ShopKo regarding the estimated future performance of the respective
companies before and after giving effect to the Transaction). The Phar-Mor
Fairness Opinion is expressly conditioned upon all such information (whether
written or oral) being complete, accurate and fair in all respects.

With respect to the financial projections provided by Phar-Mor and ShopKo
to, and examined by, Jefferies, Jefferies noted that projecting future results
of any company is inherently subject to vast uncertainty. However, the Phar-
Mor Board informed Jefferies, and Jefferies assumed, that such projections
were reasonably prepared on bases reflecting the best currently available
estimates and good faith judgments of the respective managements of the
companies as to the future performance of each company. In addition, although
Jefferies performed sensitivity analyses thereon in rendering its opinion,
Jefferies assumed that each company will perform in accordance with such
projections for all periods specified therein. Although such projections did
not form the principal basis for Jefferies' opinion, but rather constituted
one of many items that Jefferies employed, changes thereto could affect the
Phar-Mor Fairness Opinion attached herein. In addition, Jefferies assumed that
the Transaction will be a tax-free reorganization and will be accounted for
under the purchase method of merger accounting. Jefferies has disclaimed any
undertaking or obligation to advise any person of any change in any fact or
matter affecting its opinion of which it becomes aware after the date of the
Phar-Mor Fairness Opinion attached herein.

Jefferies was not requested to, and did not make any independent evaluation
or appraisal of the assets or liabilities of, nor conducted a comprehensive
physical inspection of any of the assets of, Phar-Mor or ShopKo, nor was
Jefferies furnished with any such appraisals.

Jefferies' opinion is based on economic, monetary, political, market and
other conditions existing and which could be evaluated as of the date of the
Phar-Mor Fairness Opinion (including, without limitation, then current market
prices of the Phar-Mor Shares and the ShopKo Shares and the terms of the
Combination Agreement as of such date). The Phar-Mor Fairness Opinion
expressly noted that such conditions, however, are subject to rapid and
unpredictable change and such changes could affect the conclusions expressed
in the Phar-Mor Fairness

Opinion. Jefferies did not make an independent investigation of any legal
matters affecting Phar-Mor or ShopKo, and assumed the correctness of all legal
and accounting advice given to such parties and their respective boards of
directors, including (without limitation) advice as to the accounting and tax
consequences of the Transaction to Phar-Mor, ShopKo and their respective
shareholders.

In rendering the Phar-Mor Fairness Opinion, Jefferies also assumed that: (i)
the terms and provisions contained in the definitive Combination Agreement
(including the exhibits thereto) will not differ from those contained in the
draft of those documents Jefferies reviewed; (ii) the conditions to the
consummation of the Transaction set forth in such agreement will be satisfied
without material expense; (iii) there is not now, and there will not as a
result of the consummation of the transactions contemplated by such agreement
be, any default, or event of default, under any indenture, credit agreement or
other material agreement or instrument to which Phar-Mor, ShopKo or any of
their respective subsidiaries or affiliates is a party; and (iv) the amount of
outstanding net indebtedness of ShopKo immediately after the closing of the
Transaction (but prior to the Cabot Noble Buy Back) will be approximately
$343.2 million.

The preparation of a fairness opinion involves various determinations as to
the most appropriate and relevant methods of financial analyses and the
application of those methods to particular circumstances and, therefore, such
an opinion is not readily susceptible to summary description. Furthermore, in
arriving at its opinion, Jefferies did not attribute any particular weight to
any analysis or factor considered by it, but rather made qualitative judgments
as to the significance and relevance of each analysis and factor. Accordingly,
Jefferies' analyses must be considered as a whole. Considering any portion of
such analyses and of the factors considered, without considering all analyses
and factors, could create a misleading or incomplete view of the process
underlying the Phar-Mor Fairness Opinion. In its analyses, Jefferies made many
assumptions with respect to industry performance, general business and
economic conditions and other matters, many of which are beyond the control of
the merging companies. Any estimates contained in these analyses are not
necessarily indicative of actual values or predictive of future results or
values, which may be significantly more or less favorable than as set forth
therein and herein. In addition, analyses relating to the value of businesses
do not purport to be appraisals or to reflect the prices at which businesses
actually may be sold.

The following summarizes the material financial and comparative analyses
Jefferies performed in arriving at the conclusions expressed in its opinion.
The following does not purport to be a complete description of the analyses
performed or the matters considered by Jefferies in arriving at its opinion.

Comparable Publicly-Traded Company Analysis. Using public information, as
part of its analysis, Jefferies calculated the implied total enterprise value
of ShopKo based on (i) ShopKo's latest twelve months ("LTM") historical
information (the "Base Case") and (ii) "ShopKo with 100% Synergies," which
assumes that as a result of the Transaction, cost redundancies between Phar-
Mor and ShopKo will be eliminated and that the pro forma combined company
realizes the benefits of its increased purchasing power. Jefferies calculated
these values using the multiples of LTM revenue, EBITDA and EBIT at which
eight publicly traded retailers were trading on August 23, 1996. The eight
comparable companies examined were: Dayton-Hudson Corp., Fred Meyer, Inc., Mac
Frugals Bargains * Close-Outs, Inc., Value City Dept. Stores, Inc., Hill
Stores Company, Venture Stores, Inc., Wal-Mart Stores, Inc. and Kmart
Corporation. Jefferies applied the mean multiples of these eight comparable
companies to the analogous LTM June 16, 1996 statistics for ShopKo. This
analysis indicated an implied total enterprise value of ShopKo of between
$853.3 million and $1,256.2 million based on the Base Case and of between
$853.3 million and $1,420.2 million based on ShopKo with 100% Synergies. By
contrast, the consideration to be received by ShopKo in the Transaction, based
on a ShopKo Exchange Ratio of 2.4 Cabot Noble Shares for each ShopKo Share and
a Phar-Mor Share price of $7.375 on August 23, 1996, equals approximately
$914.7 million.

None of the companies used in the above analysis is identical to Phar-Mor,
ShopKo or Cabot Noble. Because of the inherent differences between the
operations of Phar-Mor and ShopKo and the comparable companies, a purely
quantitative comparable company analysis is not particularly meaningful. An
appropriate

use of a comparable company analysis in this instance necessarily involves
qualitative judgments concerning, among other things, differences between the
financial and operating characteristics of Phar-Mor and ShopKo and the
selected comparable companies that could affect the public trading values of
Phar-Mor and ShopKo and such companies.

Comparable Merger and Acquisition Transaction Analysis. Jefferies reviewed
the consideration paid in the following five transactions that Jefferies
believed were the only reasonable comparable transactions completed on or
after August 18, 1995 for which sufficient public data was available as
screened by Securities Data Corporation (target/acquiror): Bruno's,
Inc./Kohlberg Kravis Roberts; Super Rite Corporation/Richfood Holdings, Inc.;
National Convenience Stores, Inc./Diamond Shamrock, Inc.; Younkers,
Inc./Proffitt's, Inc.; and Circle K Corporation/Tosco Corp. Jefferies analyzed
the consideration paid in such transactions as a multiple of the target
companies' sales, EBITDA and EBIT for the LTM prior to the acquisition of the
target. Such analysis yielded mean multiplies of 0.32x LTM sales, 7.1x LTM
EBITDA and 11.7x LTM EBIT. Jefferies compared these multiples with the
respective multiples calculated using the total enterprise value of ShopKo
based on an offer price of $17.70 per share of ShopKo (the ShopKo Exchange
Ratio multiplied by the Phar-Mor closing price on August 23, 1996 of $7.375
(the "Offer Price")). These multiplies were 0.45x LTM sales, 6.0x LTM EBITDA
and 9.5x LTM EBIT.

Because the reasons for and circumstances surrounding each of the
transactions analyzed were diverse and because of the inherent differences
between the operations of Phar-Mor and ShopKo and the companies engaged in the
selected transactions, Jefferies believes that a purely quantitative
comparable transaction analysis is not particularly meaningful. An appropriate
use of a comparable transaction analysis in this instance necessarily involves
complex considerations and qualitative judgments concerning, among other
things, differences between the characteristics of these transactions and the
Transaction that could affect the public trading value of the companies to
which ShopKo is being compared.

Premiums Paid Analysis. Jefferies examined the premiums paid in all
completed acquisition transactions announced on or after January 1, 1996 as
screened by Securities Data Corporation. The premiums paid in these completed
transactions based on the target's stock price 1 day, 1 week and 1 month prior
to the announcement were 29.4%, 33.9% and 42.7%, respectively. In the proposed
Transaction, the assumed Offer Price of $17.70 per original ShopKo Share
represents, based on the ShopKo Shares closing bid prices of $15.125 per share
on August 23, 1996, $14.875 per share on August 16, 1996, and $15.000 per
share on July 23, 1996, an approximate premium of 17.0%, 19.0% and 18.0%,
respectively. Jefferies noted that after taking into account the repurchase of
Cabot Noble Shares from supervalu at $16.86 per original ShopKo Share, the
implied premiums calculated above would be further lowered.

Discounted Cash Flow Analysis. Jefferies applied a discounted cash flow
analysis to ShopKo's financial forecasts for 1997 through 2001. In conducting
its discounted cash flow analysis, Jefferies first calculated the estimated
future streams of cash flows that ShopKo would produce through the year 2001.
In addition, Jefferies applied various growth rates to ShopKo's 2001 projected
cash flow for terminal valuation purposes. Finally, Jefferies discounted such
cash flow streams to present values using discount rates ranging from 9.35% to
11.85%, chosen to reflect different assumptions regarding the cost of capital
using the Capital Asset Pricing Model. Based on this discounted cash flow
analysis and the projections contained in "Adjusted Projections Used by
Jefferies in its Fairness Opinion" in Annex G hereto, the range of equity
values for ShopKo were $537.2 million to $1,085.1 million, or $16.34 to $33.01
per share. These values imply a range of total enterprise values of ShopKo of
between $880.4 million to $1,428.3 million.

Earnings Per Share Analysis. Jefferies analyzed the effects of the
Transaction on the earnings per share of the combined company by comparing
Phar-Mor's projected earnings per share on a stand-alone basis to (i) the
projected earnings per share pro forma for the Transaction with $5 million to
$20 million of synergies assumed to be realized (the "100% Combination
Benefits"), and (ii) the projected earnings per share pro forma for the merger
with no synergies ("No Combination Benefits") based on the projections
contained in "Adjusted Projections Used by Jefferies in its Fairness Opinion"
in Annex G hereto. For the purpose of calculating earnings

per share, Jefferies assumed that on a pro forma basis, there were 55.685
million shares of Cabot Noble outstanding. Based on these analyses, Jefferies
observed that the projected earnings per Cabot Noble Share with 100%
Combination Benefits and No Combination Benefits were accretive to Phar-Mor's
shareholders in every year including pro forma 1996 and during each year of
the projected period through 2001.

Contribution Analysis. Jefferies analyzed the relative contribution of each
of Phar-Mor and ShopKo to the pro forma combined company based on the
projections contained in "Adjusted Projections used by Jefferies in its
Fairness Opinion" in Annex G hereto. Based on pro forma fiscal year 1996 data,
Phar-Mor would contribute approximately 34.8% of revenues, 26.9% of gross
margin and 14.3% of EBITDA of the combined company before taking into account
any synergies that may be achieved if the Combination were consummated. Based
on data as of August 23, 1996, Phar-Mor would contribute 15.3% of the market
capitalization of the combined companies. Based on the ShopKo Exchange Ratio,
Phar-Mor would receive approximately 21.8% of the equity of Cabot Noble.

BASED ON THE FOREGOING ANALYSES AND FACTORS JEFFERIES ARRIVED AT ITS
OPINION; HOWEVER, THE SUMMARY SET FORTH ABOVE DOES NOT PROPOSE TO BE A
COMPLETE DESCRIPTION OF THE ANALYSIS PERFORMED AND FACTORS CONSIDERED BY
JEFFERIES IN ARRIVING AT ITS OPINION.

Pursuant to an engagement letter dated August 23, 1996 between Phar-Mor and
Jefferies as compensation for Jefferies' services in connection with its
delivery of an opinion to Phar-Mor with respect to the Transaction, Phar-Mor
has paid Jefferies a fee of $150,000 (without regard to whether Jefferies'
opinion ultimately would be favorable or unfavorable), such fee to be credited
against the Advisory Fee described below, if earned. In addition, in
connection with Jefferies' role as exclusive financial advisor to Phar-Mor,
Phar-Mor will pay to Jefferies an advisory fee of up to $4.44 million (the
"Advisory Fee") upon closing of the Transaction. Phar-Mor has also agreed to
indemnify Jefferies against certain liabilities, including liabilities arising
under the federal securities laws, and to reimburse Jefferies promptly for all
out-of-pocket expenses (including the reasonable fees and expenses of
counsel), such reimbursement to be credited to the Advisory Fee described
above if earned. In the ordinary course of its business, Jefferies may
actively trade the securities of Phar-Mor and ShopKo for its own account and
for the accounts of its customers and, accordingly, may at any time hold a
long or short position in those securities.

TERMS OF THE SHOPKO PLAN

Pursuant to the ShopKo Plan and subject to the terms of the Combination
Agreement, each ShopKo Share outstanding as of the Effective Date (other than
ShopKo Shares as to which dissenters' rights have been perfected), without any
further action on the part of ShopKo's shareholders, will be exchanged for 2.4
Cabot Noble Shares (and cash in lieu of any fractional share), subject to
adjustment to the extent that the value of the exchange consideration received
per ShopKo Share would fall outside a range of $17.25 to $18.00. More
specifically,

. If the Average Closing Price multiplied by 2.4 exceeds $18.00, the ShopKo
Exchange Ratio will be reduced to the quotient (taken to the third
decimal place) obtained by dividing $18.00 by the Average Closing Price;
provided if the ShopKo Exchange Ratio would be less than 1.895, the
ShopKo Board shall have the right to terminate the Combination Agreement,
unless Phar-Mor otherwise agrees that the ShopKo Exchange Ratio shall be
set at 1.895.

The ShopKo Exchange is intended to constitute a tax-free exchange such that,
among other things, ShopKo shareholders will not recognize gain or loss upon
the receipt of Cabot Noble Shares in exchange for the ShopKo Shares. See
"Certain United States Federal Income Tax Consequences."

TERMS OF THE PHAR-MOR PLAN

Pursuant to the Phar-Mor Plan and subject to the terms of the Combination
Agreement, each Phar-Mor Share outstanding as of the Effective Date, without
any further action on the part of Phar-Mor's shareholders, will be exchanged
for one Cabot Noble Share. The Phar-Mor Exchange is intended to constitute a
tax-free exchange such that, among other things, Phar-Mor shareholders will
not recognize gain or loss upon the receipt of Cabot Noble Shares in exchange
for their Phar-Mor Shares. See "Certain United States Federal Income Tax
Consequences."

Upon the consummation of the Phar-Mor Plan, holders of Phar-Mor Shares will
automatically become holders of Cabot Noble Shares and their certificates
which represent Phar-Mor Shares will automatically represent the Cabot Noble
Shares for which such shares were exchanged pursuant to the Phar-Mor Plan.
After the Phar-Mor Exchange, as presently outstanding certificates
representing Phar-Mor Shares are presented for transfer, new stock
certificates bearing the name of the Cabot Noble and the appropriate number of
Cabot Noble Shares will be issued.

VOTING AGREEMENT

Pursuant to the Voting Agreement by and among SUPERVALU, Cabot Noble and
Robert M. Haft, for himself and as the holder of a voting proxy for Mary Z.
Haft, in their capacity as a member of Hamilton Morgan, SUPERVALU has agreed
to vote or to cause to be voted a number of ShopKo Shares then beneficially
owned by SUPERVALU or its affiliates equal to not less than 19.9% of all the
outstanding ShopKo Shares in favor of approval and adoption of the ShopKo
Plan. In addition, pursuant to the Voting Agreement, Mr. Haft has agreed to
vote all Phar-Mor Shares then owned of record by Mr. Haft in favor of approval
and adoption of the Phar-Mor Plan, and to the extent permitted by the terms of
the governing instruments of Hamilton Morgan, to use his reasonable efforts to
cause Hamilton Morgan to vote all of the Phar-Mor Shares then beneficially
owned by it in favor of approval and adoption of the Phar-Mor Plan. Haft does
not currently own any Phar-Mor Shares of record and Hamilton Morgan
beneficially owns 4,704,033 Phar-Mor Shares, or approximately 38.7% of the
outstanding Phar-Mor Shares. Mr. Haft is the Chairman of the Board and Chief
Executive Officer of Phar-Mor and Cabot Noble.

Under the Hamilton Morgan LLC Agreement, the Phar-Mor Shares beneficially
owned by Hamilton Morgan may not be voted without the unanimous consent of the
members of Hamilton Morgan. As of October 11, 1996, Robert Haft and his wife,
Mary Z. Haft, as tenants by the entirety, owned 30.2% and FoxMeyer Health
owned the remaining 69.8% of the membership interests in Hamilton Morgan.
FoxMeyer Health has indicated that it has not reached a conclusion as to its
position on the Transaction.

EXCHANGE OF CERTIFICATES

will act as exchange agent (the "Exchange Agent") in connection with
the ShopKo Exchange. Promptly after the Effective Date, the Exchange Agent
will send transmittal forms and instructions to ShopKo shareholders to be used
in forwarding certificates evidencing their ShopKo Shares for surrender and
exchange for (i) certificates representing the number of full shares of Cabot
Noble Shares for which their ShopKo Shares were exchanged in the ShopKo
Exchange and (ii) a cash payment for any fractional Cabot Noble Shares to
which such holders otherwise would be entitled. ShopKo shareholders are
requested not to surrender their certificates for exchange until such
transmittal forms and instructions are received. Such instructions will
include procedures concerning lost certificates. Holders of Phar-Mor Shares
will not be required to exchange their Phar-Mor Share certificates in
connection with the Combination. See "--Terms of the Phar-Mor Plan."

Each holder of ShopKo Shares will be entitled, upon surrender to the
Exchange Agent of certificates representing such shares, to receive in
exchange therefor a certificate or certificates representing the number of
whole Cabot Noble Shares to which such holder is entitled based on the ShopKo
Exchange Ratio, together with any cash payable in lieu of a fractional Cabot
Noble Share. Until so surrendered, the certificates representing ShopKo Shares
will be deemed to represent the number of whole Cabot Noble Shares into which
the ShopKo

Shares were exchanged and the right to receive cash in lieu of fractional
Cabot Noble Shares. ShopKo shareholders who are entitled to receive Cabot
Noble Shares in exchange for their ShopKo Shares and/or cash in lieu of stock
for fractional shares will not be entitled to receive payment of any dividends
or other distributions on shares of Cabot Noble Shares for which their ShopKo
Shares have been exchanged until the certificates representing their ShopKo
Shares have been surrendered to the Exchange Agent. Upon surrender of any
certificates which prior to the Combination represented ShopKo Shares, the
holder thereof shall be entitled to receive any dividends or other
distributions (without interest) which previously have become payable and
which have not been paid with respect to the number of Cabot Noble Shares
represented by the certificate issued upon the surrender of certificate
representing ShopKo Shares.

FRACTIONAL SHARE INTERESTS

No certificate or scrip representing fractional Cabot Noble Shares will be
issued pursuant to the Combination. No fractional share interests will entitle
the owner thereof to vote or to any other rights of a stockholder of Cabot
Noble. Each holder of ShopKo Shares who otherwise would be entitled to receive
a fractional Cabot Noble Share in the Combination will receive, upon surrender
for exchange, a cash payment in lieu of the issuance of any fractional Cabot
Noble Share. As soon after the Effective Date as practicable, the Exchange
Agent shall aggregate all fractional interests (the "Excess Shares") and sell
such Excess Shares at then prevailing prices on the principal securities
market on which the Cabot Noble Shares are then trading. The Exchange Agent
shall determine the portion of the net proceeds from the sale of such Excess
Shares to which each holder of ShopKo Shares shall be entitled, if any, by
multiplying the amount of the aggregate net proceeds from the sale by a
fraction, the numerator of which is the amount of the fractional Cabot Noble
Share interest to which such holder of ShopKo Shares is entitled and the
denominator of which is the aggregate amount of fractional Cabot Noble Share
interests to which all holders of ShopKo Shares are entitled. Cabot Noble
shall pay all commissions, transfer taxes and other out-of-pocket transaction
costs, including the expenses and compensation, of the Exchange Agent incurred
in connection with such sale of the Excess Shares. If more than one
certificate representing ShopKo Shares shall be surrendered at one time for
the account of the same stockholder of record, the number of full Cabot Noble
Shares for which certificates shall be delivered shall be computed on the
basis of the aggregate number of Cabot Noble Shares represented by the
certificates so surrendered.

TREATMENT OF OPTIONS, WARRANTS AND OTHER RIGHTS

The Combination Agreement provides that each option to purchase Phar-Mor
Shares or ShopKo Shares, and each warrant to purchase Phar-Mor Shares, in each
case outstanding on the Effective Date, shall become (by conversion, exchange,
assumption, substitution, and/or otherwise as determined by mutual agreement
of ShopKo and Phar-Mor) an option (a "Cabot Noble Option") or Cabot Noble
Warrant, as the case may be, to purchase (i) in the case of options or
warrants to purchase Phar-Mor Shares, the same number of Cabot Noble Shares
and (ii) in the case of options to purchase ShopKo Shares, that number of
Cabot Noble Shares determined by multiplying the number of ShopKo Shares
issuable upon the exercise of such option by the ShopKo Exchange Ratio. Each
such Cabot Noble Option and Cabot Noble Warrant shall be exercisable at the
same aggregate exercise price after the Combination as the corresponding
option or warrant was before the Combination and shall have the same exercise
period and other terms and conditions as the corresponding option or warrant.
Notwithstanding the foregoing, no Cabot Noble Option to purchase fractional
Cabot Noble Shares shall be issued in connection with the Combination.

The Combination Agreement also provides that Cabot Noble shall assume all of
the rights and obligations of Phar-Mor and ShopKo pursuant to their respective
employee benefit plans and the options and restricted stock outstanding
thereunder. Approval of the Combination by the shareholders of ShopKo and
Phar-Mor will constitute shareholder approval of the assumption by Cabot Noble
of the rights and obligations of ShopKo and Phar-Mor under their respective
employee benefit plans. Such approval will also constitute shareholder
approval of related amendments to such plans to provide for, among other
things, the conversion at the Effective Date of each outstanding stock option
or warrant into a Cabot Noble Option or Cabot Noble Warrant, respectively.

CABOT NOBLE BUY BACK

Immediately following the consummation of the Combination, without any
further action by the shareholders of Cabot Noble, Phar-Mor or ShopKo, Cabot
Noble will purchase from supervalu the Buy Back Shares for an aggregate price
of $223,594,526, payable as follows: (i) $183,194,526 in cash; and (ii)
$40,400,000 in a short-term note issued by Cabot Noble and due January 31,
1997. The $40,400,000 note will pay interest at the same rate as ShopKo's
working capital financing facility, and will be secured by the pledge, by
Cabot Noble, of the Cabot Noble Shares purchased from supervalu in the Cabot
Noble Buy Back. Where statements have been made in this Joint Proxy
Statement/Prospectus with respect to the percentage ownership of Cabot Noble
Shares after the consummation of the Combination and the Cabot Noble Buy Back,
no effect has been given to the pledged Buy Back Shares. The Cabot Noble Buy
Back results in an effective price of $16.86 for each ShopKo Share exchanged
by supervalu for Cabot Noble Shares and included in the Buy Back Shares.

Cabot Noble intends to finance a portion of the purchase price for the Cabot
Noble Buy Back using proceeds from the Cabot Noble Financing. The consummation
of the Combination is also conditioned upon Cabot Noble's ability to obtain
financing of at least $75 million in connection with the Cabot Noble Buy Back.
Cabot Noble intends to fund the balance of the purchase price with the
available cash of Phar-Mor and ShopKo. See "--Financing."

Under the terms of the Stock Purchase Agreement, the obligation of supervalu
to consummate the Cabot Noble Buy Back is subject to certain conditions,
including that the representations and warranties of Cabot Noble contained in
the Stock Purchase Agreement were true and correct when made and will be true
and correct as of the closing of the Cabot Noble Buy Back on the Effective
Date, that Cabot Noble has performed and complied with all of its agreements,
covenants and obligations under the Stock Purchase Agreement and that the
Combination has been consummated pursuant to the Combination Agreement. The
obligation of Cabot Noble to consummate the Cabot Noble Buy Back is also
subject to certain conditions, including that the representations and
warranties of supervalu were true and correct when made and will be true and
correct as of the closing of the Cabot Noble Buy Back on the Effective Date,
that supervalu has complied with all its agreements, covenants and conditions
under the Stock Purchase Agreement, that the Combination be consummated
pursuant to the Combination Agreement and that Cabot Noble has received a
financing commitment or other reasonable assurances from one or more
underwriters, placement agents or other financing sources (on terms and
conditions reasonably acceptable to each of Cabot Noble, Phar-Mor and ShopKo),
that Cabot Noble may obtained financing of at least $75 million, and that all
documents and deliveries necessary to consummate such financing shall be
completed at or before the closing and held in escrow pending the Effective
Date. The Stock Purchase Agreement also provides for supervalu to indemnify
Cabot Noble for claims, losses, damages, costs, expenses and liabilities
suffered by Cabot Noble on account of any misrepresentation, breach of
warranty, or nonfulfillment of any agreement on the part of supervalu, and for
Cabot Noble similarly to indemnify supervalu in connection with any
misrepresentation, breach of warranty or nonfulfillment of any agreement on
the part of Cabot Noble.

In connection with the Cabot Noble Buy Back, supervalu will be granted
certain shelf and incidental registration rights with respect to the Cabot
Noble Shares which are not being repurchased by Cabot Noble.

FINANCING

In connection with the Transaction, Cabot Noble intends to partially fund
the purchase price of the Cabot Noble Buy Back through the Cabot Noble
Financing in the principal amount of at least $75 million. In addition, each
of ShopKo and Phar-Mor is currently negotiating to maintain or increase or
replace its working capital facility.

Currently, Phar-Mor has outstanding the Phar-Mor Senior Notes in the
aggregate principal amount of approximately $91.5 million. Although Phar-Mor
believes that the Transaction does not entitle holders of the Phar-Mor Senior
Notes to put such instruments to Phar-Mor, Phar-Mor intends to solicit the
consent of such holders to waive any right to compel Phar-Mor to repurchase
any Phar-Mor Senior Notes which such holders

may have or may be deemed to have as a result of any "change in control"
resulting from the Transaction. If (i) such waivers are not received, (ii) it
is determined that such holders have such a right, and (iii) such holders
exercise such right, Phar-Mor would be required to repurchase the Phar-Mor
Senior Notes at 101% of their principal amount plus accrued interest to the
date of repurchase. Phar-Mor may need to incur debt to repurchase the Phar-Mor
Senior Notes but has no current arrangements concerning such financing, and
there can be no assurance that it would be able to arrange such financing.

REPRESENTATIONS AND WARRANTIES

The Combination Agreement contains various representations and warranties of
the parties thereto. These include representations and warranties by each of
Phar-Mor and ShopKo as to (i) organization and good standing, (ii)
capitalization, (iii) approval and adoption of the Phar-Mor Plan and the
ShopKo Plan, respectively, and authorization of the Combination Agreement and
the absence of the need (except as specified) for governmental or third party
consents to the consummation of the Phar-Mor Plan and the ShopKo Plan,
respectively, and compliance with the provisions of the Combination Agreement,
(iv) compliance with applicable law, (v) accuracy of financial statements and
filings with the Commission, (vi) absence of material undisclosed liabilities
and the absence of material adverse changes in the condition (financial or
otherwise), operations or business of Phar-Mor or ShopKo and their
subsidiaries, taken as a whole, (vii) absence of pending or threatened
material litigation, (viii) no brokers or finders other than Jefferies and
Salomon Brothers and (ix) receipt of opinions of financial advisors and
counsel.

OPERATIONS OF PHAR-MOR, SHOPKO AND CABOT NOBLE PRIOR TO THE TRANSACTION

Phar-Mor and ShopKo have agreed to conduct their operations, except as
otherwise provided in the Combination Agreement, according to their ordinary
course of business and in accordance with applicable laws and contracts
pending consummation of the Transaction. In addition, Phar-Mor and ShopKo have
agreed that, among other things, prior to the consummation of the Transaction,
unless the other agrees in writing or as otherwise required or permitted by
the Combination Agreement, they each shall not: (i) except in the ordinary
course of business and consistent with past practice, sell, pledge, dispose of
or encumber any assets (including, without limitation, any indebtedness owned
or any claims held); (ii) whether or not in the ordinary course of business or
consistent with past practice, sell or dispose of any material assets; (iii)
amend its articles of incorporation or by-laws; (iv) split, combine or
reclassify any shares of its capital stock or other equity interests or
declare, set aside or pay any dividend or distribution, payable in cash,
stock, property or otherwise with respect to any of its capital stock or other
equity interests; (v) redeem, purchase or otherwise acquire any of its capital
stock or other equity interests; (vi) adopt a plan of complete or partial
liquidation or resolutions providing for the complete or partial liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or other
reorganization; (vii) prepare or file any tax return or tax report
inconsistent with past practice or, on any such return or report, take any
position, make any election or adopt any method that is inconsistent with
positions taken, elections made or methods used in preparing or filing similar
returns or reports in prior periods; (viii) issue, sell, pledge or dispose of
or authorize, propose or agree to the issuance, sale, pledge or disposition of
any shares of, or any options, warrants or rights of any kind to acquire any
shares of, or any securities convertible into or exchangeable or exercisable
for any shares of, its capital stock or other equity interests of any class or
any other securities in respect of, in lieu of, or in substitution for, shares
of its common stock or other equity interests outstanding on the date of the
Combination Agreement; (ix) acquire (by merger, consolidation or acquisition
of stock or assets) any corporation, partnership or other business
organization or entity or division thereof, or make any investment in any
entity, either by purchase of stock or other securities, contributions to
capital, property transfer or purchase of any property or assets, other than
cash management transactions in the ordinary cause of business and consistent
with past practice; (x) except in the ordinary course of business and
consistent with past practice, incur any indebtedness for borrowed money or
issue any debt securities or assume, guarantee, endorse or otherwise as an
accommodation become responsible for, the obligations of any other person, or
make any loans or advances; (xi) authorize, recommend or propose any change in
its capitalization (other than the incurrence of indebtedness otherwise
permitted pursuant to the Combination Agreement);

(xii) modify or change in any material respect any existing material license,
lease, contract or other document, other than in the ordinary course of
business and consistent with past practice and other than changes to
employment agreements in connection with the Transaction; or (xiii) authorize
or propose any of the foregoing, or enter into or modify any contract,
agreement, commitment or arrangement to do any of the foregoing.

SHOPKO DIVIDENDS

ShopKo has agreed not to declare or pay any dividends on the ShopKo Shares
following the cash dividend of $.11 per ShopKo Share paid on September 15,
1996.

NO SOLICITATION; CERTAIN NEGOTIATIONS

Each of Phar-Mor and ShopKo has agreed that it will not, directly or
indirectly, solicit, initiate or encourage or take any action to facilitate
the making of any proposal or offer from any person relating to any
acquisition, purchase or sale of all or a material amount of its assets or
securities, or any tender or exchange offer, proposal for a merger,
consolidation or other business combination involving a substantial equity
interest in or a substantial portion of its assets, except pursuant to the
Combination Agreement, or to engage in any negotiations regarding, or to
furnish to any other person any confidential information with respect to, any
effort or attempt by any other person to do or seek any of the foregoing.
Until the Phar-Mor Plan and the ShopKo Plan have been approved and adopted by
the Phar-Mor and ShopKo shareholders, respectively, the Phar-Mor Board or the
ShopKo Board to the extent required by its fiduciary obligations under
applicable law (as determined in good faith by such Board based on the advice
of outside counsel), may participate in discussions or negotiations with,
furnish information to, and afford access to its properties, books and records
to any person in connection with any such proposal or offer, but such action
may, in certain circumstances, provide the other party with a right to receive
a "break up" fee. See "--Termination; Break-up Fee." Each of Phar-Mor and
ShopKo is required to notify promptly the other of any such proposal, offer or
inquiry from any person with respect to the foregoing, including a description
of the terms and conditions of any such proposal, offer or inquiry which is
made, and to give the other party five days advance written notice of any
agreement to be entered into with, or any information furnished to, any such
person.

DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY INSURANCE

Pursuant to the terms of the Combination Agreement, Phar-Mor and ShopKo have
each agreed to maintain in effect, for a period of six years after the
expiration of the respective policies currently in force, their respective
directors' and officers' liability insurance policies, and to maintain in
effect the provisions of their respective articles of incorporation relating
to the indemnification of their respective directors and officers.
Additionally, pursuant to the Combination Agreement, Cabot Noble has agreed to
guarantee the foregoing obligations of Phar-Mor and ShopKo.

CONDITIONS PRECEDENT TO THE TRANSACTION

The respective obligations of Phar-Mor and ShopKo to consummate the
Transaction are subject to the satisfaction of certain conditions at or prior
to the Effective Date, including: (i) the Phar-Mor Plan shall have been
approved by the requisite vote of the holders of the Phar-Mor Shares; (ii) the
ShopKo Plan shall have been approved by the requisite vote of the holders of
the ShopKo Shares; (iii) the Registration Statement, of which this Joint Proxy
Statement/Prospectus is a part, shall have become effective; (iv) the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 shall have expired; (v) Cabot Noble's Shares shall have been
listed, or approved for listing upon notification of issuance, on the NYSE or
on the Nasdaq-NMS (vi) the absence of any judgment, decree, injunction, ruling
or order of any court, governmental department, authority, commission, agency
or instrumentality outstanding against Cabot Noble, Phar-Mor or ShopKo which
prohibits, restricts or delays the consummation of the Combination or the
Cabot Noble Buy Back or the satisfaction of any conditions to such
consummation or materially limits the rights of Cabot Noble to control ShopKo
or Phar-Mor; (vii) each of ShopKo and Phar-Mor shall have received written
confirmation of the continuation of their respective existing financing
facilities as of the date of closing for the Combination (the

"Closing"), or, in the alternative, a working capital facility commitment in
form and substance reasonably acceptable to Phar-Mor and ShopKo; (ix) the
holders of fewer than 5% of the outstanding ShopKo Shares shall have exercised
appraisal rights under the Minnesota Law; (x) Cabot Noble shall have received
a commitment or reasonable assurances that it will obtain a minimum of $75
million in third-party financing in connection with the Cabot Noble Buy Back;
(xi) at the Effective Date, there shall exist no condition or circumstance
that would reasonably be expected to prevent or delay the consummation of the
Cabot Noble Buy Back; and (xii) each of Cabot Noble, Phar-Mor, ShopKo and
supervalu shall have received a solvency opinion from a nationally recognized
valuation firm.

The obligation of Phar-Mor to consummate the Transaction is subject to the
satisfaction of certain additional conditions at or prior to the Effective
Date, including (i) each of the representations and warranties of ShopKo
contained in the Combination Agreement shall be true and correct in all
material respects as of the date of the Combination Agreement and the
Effective Date with the same effect as though made at the Effective Date,
ShopKo shall have performed all obligations and complied with all covenants
required by the Combination Agreement, and ShopKo shall have delivered to
Phar-Mor a certificate to that effect; (ii) there shall not have occurred any
change in the financial condition, business or prospects of ShopKo and its
subsidiaries, taken as a whole, that is materially adverse to ShopKo and its
subsidiaries taken as a whole; (iii) all permits, authorizations and
regulatory approvals of governmental authorities necessary for the
consummation of the Transaction and any required consent to the Transaction
under any agreement or contract shall have been received; (iv) an opinion of
Phar-Mor's counsel that the Combination will constitute a tax-free exchange
shall have been received; (v) a comfort letter from ShopKo's independent
certified public accountants with regard to certain financial matters shall
have been received; (vi) the ShopKo Exchange shall be consummated
simultaneously with the Phar-Mor Exchange; (vii) each member of the ShopKo
Board shall have submitted a written resignation effective as of the Effective
Date; and (viii) the ShopKo Board shall have terminated the Rights Agreement
dated July 3, 1996, between ShopKo and Norwest Bank Minnesota, National
Association (the "Rights Agreement"). The ShopKo Board has adopted a
resolution terminating the Rights Agreement immediately prior to the Effective
Date.

The obligation of ShopKo to consummate the Transaction is subject to the
satisfaction of certain additional conditions at or prior to the Effective
Date, including (i) each of the representations and warranties of Phar-Mor
contained in the Combination Agreement shall be true and correct in all
material respects as of the date of the Combination Agreement and the
Effective Date with the same effect as though made at the Effective Date,
Phar-Mor and Cabot Noble shall have performed all obligations and complied
with all covenants required by the Combination Agreement, and Phar-Mor shall
have delivered to ShopKo a certificate to that effect; (ii) there shall not
have occurred any change in the financial condition, business or prospects of
Phar-Mor and its subsidiaries, taken as a whole, that is materially adverse to
Phar-Mor and its subsidiaries taken as a whole; (iii) all permits,
authorizations and regulatory approvals of governmental authorities necessary
for the consummation of the Transaction and any required consent to the
Transaction under any agreement or contract shall have been received; (iv) an
opinion of ShopKo's counsel that the Combination will constitute a tax-free
exchange shall have been received; (v) a comfort letter from Phar-Mor's
independent certified public accountants with regard to certain financial
matters shall have been received; and (vi) the Phar-Mor Exchange shall be
consummated simultaneously with the ShopKo Exchange.

TERMINATION; BREAK-UP FEE

The Combination Agreement may be terminated at any time prior to the
Effective Date: (i) by mutual consent of the Phar-Mor Board and the ShopKo
Board; (ii) by the Phar-Mor Board or the ShopKo Board (A) if the Effective
Date shall not have occurred on or before March 31, 1997, (B) if any state or
federal law, order, rule or regulation is adopted or issued, which has the
effect, as supported by the written opinion of outside counsel for such party,
of prohibiting the Combination or the Cabot Noble Buy Back; or (C) if any
court of competent jurisdiction in the United States or any State shall have
issued an order, judgment or decree permanently restraining, enjoining or
otherwise prohibiting the Transaction, and such order, judgment or decree
shall have become final and nonappealable; or (iii) by the Phar-Mor Board or
the ShopKo Board if at the Phar-Mor Special Meeting or the ShopKo Special
Meeting (including any adjournment thereof), the Phar-Mor Plan or the ShopKo
Plan, respectively, shall fail to be approved and adopted by the shareholders
of Phar- Mor and ShopKo, respectively.

The Phar-Mor Board may also terminate the Combination Agreement (i) prior to
the date originally set forth in this Joint Proxy Statement/Prospectus for the
ShopKo Special Meeting if the ShopKo Exchange Ratio, as adjusted, exceeds
3.140 (i.e., if the Average Closing Price is less than $5.50), unless ShopKo
agrees, by written notice delivered to Phar-Mor within three days after the
end of the Pricing Period, that the ShopKo Exchange Ratio shall be 3.140; (ii)
in the event there has been a material breach of any representation, warranty,
covenant or agreement contained in the Combination Agreement on the part of
ShopKo which has not been cured within ten business days after notice
(provided that Phar-Mor is not also in material breach of the terms of the
Combination Agreement); (iii) if Phar-Mor receives a third party tender offer
or other written offer or proposal with respect to a merger or sale of a
material portion of its assets or other business combination (each, a
"Business Combination") and if (A) the Phar-Mor Board determines in good faith
that its fiduciary obligations under applicable law require that such Business
Combination proposal be accepted and has received written advice from
independent counsel that notwithstanding a binding commitment to consummate an
agreement of the nature of the Combination Agreement entered into in the
proper exercise of its applicable fiduciary duties, such fiduciary duties
would also require the directors to reconsider such commitment as a result of
such Business Combination proposal, (B) prior to any such termination, Phar-
Mor has negotiated in good faith with ShopKo to make such adjustments in the
terms and conditions of the Combination Agreement as would enable Phar-Mor to
proceed with the Transaction, and (C) Phar-Mor has given ShopKo at least five
business days written notice of such termination; and (iv) if the ShopKo Board
(A) shall withdraw or modify in any manner adverse to Phar-Mor its approval of
the Combination Agreement and Transaction or its recommendation to its
shareholders regarding their approval of the ShopKo Plan, (B) shall fail to
reaffirm such approval or recommendation upon the reasonable request of Phar-
Mor, (C) shall approve or recommend any Business Combination proposal for
ShopKo, or (D) shall resolve to take any of the actions specified in clauses
(A), (B) or (C) (collectively "ShopKo Board Actions").

The ShopKo Board may also terminate the Combination Agreement (i) prior to
the date originally set forth in this Joint Proxy Statement/Prospectus for the
ShopKo Special Meeting if the ShopKo Exchange Ratio, as adjusted, is less than
1.895 (i.e., if the Average Closing Price exceeds $9.50), unless Phar-Mor
agrees, by written notice delivered to ShopKo within three days after the end
of the Pricing Period, that the ShopKo Exchange Ratio shall be 1.895; (ii) in
the event there has been a material breach of any representation, warranty,
covenant or agreement contained in the Combination Agreement on the part of
Phar-Mor which has not been cured within ten business days after notice
(provided that ShopKo is not also in material breach of the terms of the
Combination Agreement); (iii) if ShopKo receives an offer or proposal for a
Business Combination and if (A) the ShopKo Board determines in good faith that
its fiduciary obligations under applicable law require that such Business
Combination be accepted and has received written advice from independent
counsel that notwithstanding a binding commitment to consummate an agreement
of the nature of the Combination Agreement entered into in the proper exercise
of its applicable fiduciary duties, such fiduciary duties would also require
the directors to reconsider such commitment as a result of such Business
Combination proposal, (B) prior to any such termination, ShopKo has negotiated
in good faith with Phar-Mor to make such adjustments in the terms and
conditions of the Combination Agreement as would enable ShopKo to proceed with
the Transaction, and (C) ShopKo has given Phar-Mor at least five business days
written notice of such termination; and (iv) if the Phar-Mor Board (A) shall
withdraw or modify in any manner adverse to ShopKo its approval of the
Combination Agreement and Transaction or its recommendation to its
shareholders regarding their approval of the Phar-Mor Plan, (B) shall fail to
reaffirm such approval or recommendation upon the reasonable request of
ShopKo, (C) shall approve or recommend any Business Combination for Phar-Mor,
or (D) shall resolve to take any of the actions specified in clauses (A), (B)
or (C) (collectively "Phar-Mor Board Actions" and, together with ShopKo Board
Actions, "Board Actions").

In the event of the termination of the Combination Agreement, the
Combination Agreement shall become void and (except as discussed below) have
no effect, without any liability on the part of any party or its directors,
officers or shareholders, except with respect to confidentiality obligations,
an agreement not to solicit the other party's employees and payment of
respective expenses.

If, however, termination occurs as a result of a party's material breach of
any representation, warranty, covenant or agreement contained in the
Combination Agreement, the breaching party shall pay the non-breaching party
an amount equal to all fees, expenses, financing commitments and other costs
incurred by the non-breaching party in connection with the Transaction, but
not more than $500,000, which remedy would be in addition to, and not in lieu
of, all other remedies which the non-breaching party may have. In addition to
the foregoing, prior to such termination, the breaching party experiences a
"Triggering Event" (as defined below), then the breaching party is also
required to pay the non-breaching party, upon demand and following such
termination, the sum of (i) $3.0 million in cash if required to be paid by
Phar-Mor or (ii) $15.0 million in cash if required to be paid by ShopKo.

A "Triggering Event" means: (i) the acceptance in writing by the breaching
party of any Business Combination proposal; (ii) the recommendation by the
board of directors of the breaching party not to oppose any tender offer for
capital stock of such breaching party by a third party; (iii) a withdrawal or
material modification by the board of directors of the breaching party of its
authorization, approval or recommendation to the shareholders of such party
with respect to the Combination or the failure by such board to approve or
take steps necessary to consummate the Combination; or (iv) the acquisition by
any person, entity or group (as the term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended), other than supervalu with
respect to ShopKo or Hamilton Morgan with respect to Phar-Mor, of beneficial
ownership with respect to more than twenty percent (20%) of the common stock
of such party.

If a termination of the Combination Agreement occurs by reason of the
acceptance of a Business Combination proposal or by reason of a party's Board
Action, however, the party that accepted such Business Combination proposal or
to which the Board Action relates shall pay to the other party the sum of (i)
$3.0 million in cash if required to be paid by Phar-Mor or (ii) $15.0 million
in cash if required to be paid by ShopKo, plus in each case cash in an amount
equal to all documented expenses and fees incurred by the other, but not more
than $500,000, as liquidated damages. If one party fails to pay promptly to
the other any expense and/or fee due thereunder, the defaulting party shall
pay the costs and expenses (including legal fees and expenses) in connection
with any action, including the filing of any lawsuit or other legal action,
taken to collect payment, together with interest on the amount of any unpaid
fee at the publicly announced prime rate of Citibank, N.A. from the date such
fee was required to be paid.

MODIFICATION OR WAIVER

The Combination Agreement may be amended, modified or superseded at any time
by a written instrument approved by the Phar-Mor Board and the ShopKo Board
and any of the terms, covenants, representations, warranties or conditions of
the Combination Agreement may be waived by the party intended to be benefited
thereby, provided that after adoption of the Phar-Mor Plan and the ShopKo Plan
by the shareholders of Phar-Mor or ShopKo, respectively, no amendment may be
made without the further approval of such approving shareholders except to the
extent permitted by the Minnesota Law or the Pennsylvania Law, as applicable.

ACCOUNTING TREATMENT

The transactions in which Cabot Noble acquires ShopKo and Phar-Mor through
an exchange of shares will be accounted for as a purchase of Phar-Mor by
ShopKo. Under purchase accounting, Cabot Noble will allocate among the Phar-
Mor assets the total cost of acquiring the Phar-Mor shares based upon the fair
value of the assets and liabilities acquired in the Transaction. The excess of
ShopKo's cost over the fair value of the identifiable tangible assets
acquired, if any, would be recorded as intangible assets and amortized on a
straight-line basis over a period not to exceed 20 years. The assets and
liabilities of ShopKo will be reflected in Cabot Noble's financial statements
at their historical cost basis. Earnings of the combined companies subsequent
to the date of the Combination will be reduced by the amortization of
intangible assets. The cost to ShopKo of acquiring the Phar-Mor Shares is
expected to exceed the fair market value of the net assets of Phar-Mor. See
"Cabot Noble Unaudited Pro Forma Consolidated Financial Statements."

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of certain Federal income tax consequences
applicable to holders of Phar-Mor Shares and ShopKo Shares. This summary is
based upon the provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), applicable treasury regulations thereunder, judicial decisions,
and current administrative rulings, subsequent changes to any of which may
affect the tax consequences described herein.

The following discussion does not address all aspects of Federal income
taxation that may be important to particular taxpayers in light of their
personal investment circumstances or to taxpayers subject to special treatment
under the Federal income tax laws (including dealers in securities, mutual
funds, life insurance companies, foreign persons, tax-exempt entities, and
holders who acquired their Phar-Mor Shares or ShopKo Shares pursuant to the
exercise of employee stock options or otherwise as compensation) and does not
address any aspect of state, local or foreign taxation. This summary also
assumes that the Phar-Mor Shares and ShopKo Shares will be held as capital
assets at the Effective Date.

Swidler & Berlin, Chartered, counsel for Phar-Mor, has delivered an opinion
to the effect that the description of the Federal income tax consequences to
holders of Phar-Mor Shares contained below is correct in all material
respects. Sidley & Austin, special counsel for ShopKo, has delivered an
opinion to the effect that the description of the Federal income tax
consequences to holders of ShopKo Shares contained below is correct in all
material respects. Those opinions are based upon, among other things,
representation letters provided by Phar-Mor, ShopKo, Cabot Noble and certain
beneficial owners of 5% or more of the Phar-Mor Shares to counsel containing
customary statements relating to control of Cabot Noble immediately after the
Combination by the former holders of Phar-Mor Shares and ShopKo Shares and
certain other technical requirements under Section 351 of the Code.

Based upon such representation letters, which will be confirmed by Cabot
Noble, Phar-Mor, ShopKo, and certain beneficial owners of 5% or more of the
Phar-Mor Shares prior to the consummation of the Combination, (i) it is the
opinion of Swidler & Berlin, Chartered, that the Phar-Mor Exchange will be
treated for Federal income tax purposes as a tax-free transfer of property to
Cabot Noble by the holders of Phar-Mor Shares, to the extent such holders
receive Cabot Noble Shares in the Combination, and (ii) it is the opinion of
Sidley & Austin that the ShopKo Exchange will be treated for Federal income
tax purposes as a tax-free transfer of property to Cabot Noble by the holders
of ShopKo Shares, to the extent such holders receive Cabot Noble Shares in the
Combination. It is a condition to the obligation of Phar-Mor and ShopKo to
consummate the Combination, that each shall have received confirmation, dated
the closing date, of the opinion of its respective counsel contained in this
paragraph.

No rulings have been or will be requested from the Internal Revenue Service
(the "IRS") with respect to any of the matters discussed herein, and the
opinions of counsel described above are not binding on the IRS. There can be
no assurance that future legislation, regulations, administrative rulings or
court decisions will not adversely affect the accuracy of the statements
contained herein.

Tax Consequences of the Phar-Mor Exchange and ShopKo Exchange. A holder of
Phar-Mor Shares or ShopKo Shares who, pursuant to the Phar-Mor Exchange or
ShopKo Exchange, exchanges Phar-Mor Shares or ShopKo Shares for Cabot Noble
Shares will not recognize gain or loss upon such exchange to the extent of the
Cabot Noble Shares received. The aggregate tax basis of the Cabot Noble Shares
received by such holder will be equal to the aggregate tax basis of the Phar-
Mor Shares or ShopKo Shares exchanged by the holder and the holding period of
the Cabot Noble Shares will include the holding period of the Phar-Mor Shares
or ShopKo Shares exchanged by the holder.

Shareholders who receive cash with respect to fractional Cabot Noble Shares
will be treated as having received such fractional Cabot Noble Shares pursuant
to the ShopKo Exchange and then as having sold those fractional shares in the
market for cash. Such shareholders will recognize gain or loss with respect to
such fractional Cabot Noble Shares in an amount equal to the difference
between the tax basis allocated to such

fractional Cabot Noble Shares, and the cash received in respect thereof. Any
such gain or loss will be capital gain or loss and will constitute long-term
capital gain or loss if the holding period of such fractional Cabot Noble
Shares (as determined above) exceeds one year.

Tax Consequences to Holders of ShopKo Shares upon Exercise of Dissenting
Shareholders' Rights. A holder of ShopKo Shares who exercises and perfects
dissenters' rights with respect to all ShopKo Shares owned actually or
constructively by such holder will generally recognize capital gain or loss
equal to the difference between the amount of cash received (other than in
respect of interest awarded by a court) and such shareholder's tax basis in
his or her ShopKo Shares. Such capital gain or loss will be long-term capital
gain or loss if such ShopKo Shares have a holding period exceeding one year at
the time of the consummation of the Combination. Interest, if any, awarded by
a court to a dissenting shareholder will be includible in such shareholder's
income as ordinary income. In the event that the dissenting shareholder is
treated as owning Cabot Noble Shares owned by related parties by virtue of the
constructive ownership rules of the Code, the cash received might be treated
as a dividend rather than capital gain.

Reporting Requirements. Each shareholder (other than holders of ShopKo
Shares who exercise and perfect dissenters' rights) will be required to retain
records and file with such holder's U.S. federal income tax return a statement
setting forth certain facts relating to the Combination. It is also expected
that such shareholders will be asked to indicate in the letter of transmittal
their tax basis in the shares surrendered by them pursuant to the Combination.

Tax Consequences to Phar-Mor, ShopKo and Cabot Noble. No income, gain or
loss will be recognized by Phar-Mor, ShopKo or Cabot Noble pursuant to the
Combination.

THIS FEDERAL INCOME TAX DISCUSSION IS FOR GENERAL INFORMATION ONLY. IT IS
NOT INTENDED TO BE LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER OF SHOPKO
SHARES OR PHAR-MOR SHARES. SUCH HOLDERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE COMBINATION.

CERTAIN FORWARD-LOOKING INFORMATION

Set forth below are certain forward-looking statements. The actual results
of ShopKo, Phar-Mor and Cabot Noble may differ materially from those contained
in the forward-looking statements. Factors which may cause such differences
are identified under "Forward-Looking Statements."

CABOT NOBLE PRO FORMA COMBINED PROJECTIONS

The Cabot Noble Management Projections were not prepared with a view toward
public disclosure or complying with the American Institute of Certified Public
Accountants Guide for Prospective Financial Statements (the "AICPA Guide"),
nor have they been presented in lieu of pro forma historical financial
information and, accordingly, are not intended to comply with Rule 11-03 of
Regulation S-X. The independent accountants for Cabot Noble have not examined
or compiled these projections and, accordingly, do not express an opinion or
any other form of assurance on them and assume no responsibility for them.

The Cabot Noble Management Projections, while presented with numerical
specificity, were based upon numerous estimates and other assumptions (some of
which are referred to under "Forward-Looking Statements") which are inherently
subject to significant business, economic and competitive uncertainties,
contingencies and risks, all of which are difficult to quantify and many of
which are beyond the control of Cabot Noble, Phar-Mor and ShopKo. Accordingly,
there can be no assurances that the Cabot Noble Management Projections will be
realized, and it is likely that future results will vary from those set forth
below, possibly in material respects. The Cabot Noble Management Projections
included the information set forth below.

CABOT NOBLE, INC. MANAGEMENT PROJECTIONS
PROJECTED CONSOLIDATED STATEMENT OF OPERATIONS (IN MILLIONS, EXCEPT PER SHARE
DATA)

PROJECTED FISCAL YEAR
ENDING FEBRUARY
-----------------------------------
1997(A) 1998 1999
-------- -------- --------

Revenues................................ $3,408.9 $3,787.7 $4,163.6
Gross profit............................ 722.9 764.2 804.2
Selling, general and administrative..... 525.9(a) 539.4 542.9
Adjusted EBITDA......................... 188.3(a) 215.2 251.2
EBIT.................................... 112.9(a) 132.4 164.8
Interest expense........................ 53.9 56.1 51.3
Net income.............................. 35.4(a) 45.8 68.1
Earnings per share...................... $ 0.60(a)(b) $ 0.78(b) $ 1.16(b)

- --------
(a) The 1997 projections do not include one-time charges to be incurred by
ShopKo which are estimated to range from $15.8 to $17.6 or $0.27 to $0.30
per share. The charges will be incurred due to changes that will occur as
a result of the Combination and are associated with the following:

Employee related costs....................................... $ 9.5 to $10.0
Inventory markdown reserves.................................. 11.5 to 13.5
Write-off of computer equipment to be upgraded............... 5.0 to 5.5
----- -----
Pre-tax impact............................................... $26.0 to $29.0
===== =====
After-tax impact............................................. $15.8 to $17.6
===== =====
Impact on earnings per share................................. $0.27 to $0.30
===== =====

(b) Earnings per share have been computed on the basis of the 58.8 million
weighted average number of outstanding Cabot Noble Shares. To determine
the equivalent earnings per ShopKo Share and Phar-Mor Share, respectively,
the earnings per share should be multiplied by the applicable exchange
ratio (which, with respect to ShopKo, is subject to adjustment) indicated
below.

EQUIVALENT
EXCHANGE EARNINGS
YEAR RATIO PER SHARE
---- -------- ----------

ShopKo............................................. 1997 2.4 $1.44(1)
1998 2.4 $1.87
1999 2.4 $2.78
Phar-Mor........................................... 1997 1.0 $0.60
1998 1.0 $0.78
1999 1.0 $1.16

- --------
(1) The 1997 projections do not include one-time charges to be incurred by
ShopKo and Phar-Mor outlined in (a) above.

None of Cabot Noble, Phar-Mor or ShopKo currently intend to update or
otherwise publicly revise the Cabot Noble Management Projections presented
herein to reflect circumstances existing or developments occurring after the
preparation of such projections or to reflect the occurrence of unanticipated
events. The Cabot Noble Management Projections have not been independently
verified by Phar-Mor, ShopKo, Salomon Brothers or Jefferies. Inclusion of the
Cabot Noble Management Projections in this Joint Proxy Statement/Prospectus
should not be regarded as a representation by any person that the projected
results will be achieved.

CABOT NOBLE SIGNIFICANT ASSUMPTIONS TO THE PROJECTED CONSOLIDATED STATEMENT
OF OPERATIONS:

BASIS OF PRESENTATION:

The projected consolidated statement of operations has been presented for a
fiscal year ending on the last Saturday in February of each such year
(ShopKo's current fiscal year end). Subsequently, the Phar-Mor Management
Projections presented below have been adjusted to a February fiscal year end.
It is anticipated that after the Combination, Cabot Noble will adopt, as its
fiscal year end, the Saturday closest to January 31 of each year.

ACCOUNTING POLICIES:

The accounting policies used in this projection are consistent with the
current accounting policies of each of ShopKo and Phar-Mor as described in the
"Summary of Significant Accounting Policies " in Note A of Notes to ShopKo's
Consolidated Financial Statements contained on pages F-5 to F-23 and "Business
and Summary of Significant Accounting Policies" in Note 3 of Notes to Phar-
Mor's Consolidated Financial Statements contained on pages F-24 to F-51.

GENERAL:

The Cabot Noble Management Projections present the projected consolidated
results of operations of ShopKo and Phar-Mor as adjusted to reflect the
effects of: (1) the Transaction; (2) the incurrence of $75.0 million in
additional debt financing; and (3) purchase accounting.

The significant adjustments are as follows:

(a) The net pre-tax effect of synergies in purchasing and selling,
general and administrative expenses has been projected to be approximately
$5.0 million, $15.0 million and $20.0 million in fiscal years 1997, 1998
and 1999, respectively.

(b) Amortization of goodwill has been projected to be approximately $2.0
million per year.

(c) Interest expense was adjusted as follows: (1) interest on $75.0
million in debt financing at a 9% per annum interest rate and (2) interest
expense was increased for the estimated reduction in interest income on
invested funds.

(d) Projected earnings per share are calculated based on the weighted
average number of Cabot Noble Shares outstanding during each year (assumed
to be 58.8 million for each fiscal year presented).

SHOPKO INFORMATION SUPPLIED TO PHAR-MOR

ShopKo does not as a matter of course make public forecasts or projections
presented of its future revenues or results of operations. However, during the
course of negotiations for the Transaction, ShopKo presented certain financial
information to representatives of Phar-Mor. The information presented included
the estimates by ShopKo's management of ShopKo's future financial performance
that are set forth below (assuming the Transaction did not occur) (the "ShopKo
Management Projections").

The ShopKo Management Projections were not prepared with a view toward
public disclosure or complying with the AICPA Guide, nor have they been
presented in lieu of pro forma historical financial information and,
accordingly, are not intended to comply with Rule 11-03 of Regulation S-X. The
independent accountants for ShopKo have not examined or compiled these
projections and, accordingly, do not express an opinion or any other form of
assurance on them and assume no responsibility for them.

The ShopKo Management Projections, while presented with numerical
specificity, were based upon numerous estimates and other assumptions (some of
which are referred to under "Forward-Looking Statements") which are inherently
subject to significant business, economic and competitive uncertainties,
contingencies and risks, all of which are difficult to quantify and many of
which are beyond the control of ShopKo. Accordingly, there can be no
assurances that the ShopKo Management Projections will be realized, and it is
likely that future results will vary from those set forth below, possibly in
material respects. The ShopKo Management Projections included the information
set forth below.

SHOPKO MANAGEMENT PROJECTIONS
PROJECTED CONSOLIDATED STATEMENT OF OPERATIONS (IN MILLIONS, EXCEPT PER SHARE
DATA)

PROJECTED FISCAL YEAR ENDED FEBRUARY
-----------------------------------------
1997(A) 1998 1999
-------------- ------------ ------------

Revenues......................... $ 2,319.9 $ 2,642.8 $ 2,957.5
Gross profit..................... 531.6 556.4 580.3
Selling, general and
administrative.................. 373.5(a) 389.2 391.4
EBITDA........................... 158.1(a) 167.2 188.9
EBIT............................. 98.6(a) 103.0 123.5
Interest expense................. 31.7 31.0 30.6
Net income....................... 40.6(a) 43.7 56.4
Earnings per share............... $ 1.24(a) $ 1.34 $ 1.73

- --------
(a) The 1997 projections do not include one-time charges to be incurred by
ShopKo which are estimated to range from $15.8 to $17.6 or $0.49 to $0.55
per share. The charges will be incurred due to changes that will occur as
a result of the Combination and are associated with the following:

Employee related costs..................................... $ 9.5 to $10.0
Inventory markdown reserves................................ 11.5 to 13.5
Write-off of computer equipment to be upgraded............. 5.0 to 5.5
----- -----
Pre-tax impact............................................. $26.0 to $29.0
===== =====
After-tax impact........................................... $15.8 to $17.6
===== =====
Impact on earnings per share............................... $0.49 to $0.55
===== =====

ShopKo does not intend to update or otherwise publicly revise the
projections herein to reflect circumstances existing or developments occurring
after the preparation of such projections or to reflect the occurrence of
unanticipated events. The ShopKo Management Projections are included in this
Joint Proxy Statement/Prospectus solely because such projections were provided
to Phar-Mor in connection with the Transaction. The ShopKo Management
Projections have not been independently verified by Cabot Noble, Phar-Mor,
Jefferies or Salomon Brothers. Inclusion of the ShopKo Management Projections
in this Joint Proxy Statement/Prospectus should not be regarded as a
representation by any person that the projected results will be achieved.

SHOPKO STORES SIGNIFICANT ASSUMPTIONS TO THE PROJECTED CONSOLIDATED
STATEMENT OF OPERATIONS:

ACCOUNTING POLICIES:

The accounting policies used in the ShopKo Projected Consolidated Statement
of Operations parallel those used by ShopKo and described in the "Summary of
Significant Accounting Policies" in Note A of Notes to the Consolidated
Financial Statements of ShopKo appearing on pages F-5 to F-23.

SALES:

ShopKo management projects that sales for the fiscal year ended February 22,
1997 will increase by 17.9% over the previous fiscal year. For fiscal year
1998 and fiscal year 1999, sales are projected to increase by 14.0% and 11.9%,
respectively. These sales increases are primarily due to growth in the
prescription benefit management business.

GROSS PROFIT:

Gross profit percentage for fiscal 1997 is projected to decline by 2.6% from
fiscal 1996. For fiscal years 1998 and 1999, gross profit is projected to
decline 1.8% and 1.5% as a percent of sales, respectively. These declines are
primarily due to lower gross margins in the growing prescription benefit
management business.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Payroll and benefits: Payroll and benefits are projected at 9.6% of sales
for fiscal year 1997, 8.9% for fiscal year 1998 and 8.1% for fiscal year 1999.
The impact of the minimum wage increase is assumed to be offset by increases
in productivity.

Advertising: Projected advertising expense for fiscal years 1997, 1998 and
1999 is 2.2%, 2.0% and 1.8% of sales, respectively.

Other Store Expenses: All the volume related expenses, net of miscellaneous
income are projected at 0.7% of sales for fiscal year 1997, 0.6% for fiscal
year 1998 and 0.5% for fiscal year 1999.

Non-volume related expenses are projected to increase 8.0% from fiscal year
1996 to fiscal year 1997 while fiscal years 1998 and 1999 show an anticipated
1.0% increase over the prior year.

DEPRECIATION AND AMORTIZATION:

Depreciation is based on ShopKo's fixed assets plus subsequent additions.
Amortization is based on capital leases and the goodwill resulting from
ProVantage acquisitions. Depreciation and amortization expense for the fiscal
years 1997, 1998 and 1999 are projected to be $59.5, $64.2 and $65.4 million,
respectively.

NET INTEREST EXPENSE:

Net interest expense is based on the terms of the long-term debt and
capitalized leases, described in Note D--"Long-Term Obligation and Leases" of
the Notes to the Consolidated Financial Statements of ShopKo appearing on
pages F-5 to F-23, offset by interest income on short-term investments. For
fiscal years 1997, 1998 and 1999, interest income is projected to be $4.0,
$5.5 and $5.8 million, respectively.

INCOME TAXES:

Income taxes are estimated at a tax rate of 39.3% for all three fiscal
years. This is based on the statutory federal tax rate of 35.0% and state and
local tax rates, net of federal tax benefits, of 4.3%.

EARNINGS PER SHARE:

Projected earnings per share are determined by dividing the net income by
the weighted average number of ShopKo Shares outstanding during each year
(assumed to be 32.7 million shares for all fiscal years).

PHAR-MOR INFORMATION SUPPLIED TO SHOPKO

Phar-Mor does not as a matter of course make public forecasts or projections
of its future revenues or results of operations. However, during the course of
negotiations for the Transaction, Phar-Mor presented certain financial
information to representatives of ShopKo. The information presented included
the estimates by Phar-Mor's management of Phar-Mor's future financial
performance that are set forth below (assuming the Transaction did not occur)
(the "Phar-Mor Management Projections").

The Phar-Mor Management Projections were not prepared with a view toward
public disclosure or complying with the AICPA Guide, nor have they been
presented in lieu of pro forma historical financial information and,
accordingly, are not intended to comply with Rule 11-03 of Regulation S-X. The
independent accountants for Phar-Mor have not examined or compiled these
projections and, accordingly, do not express an opinion or any other form of
assurance on them and assume no responsibility for them.

The Phar-Mor Management Projections, while presented with numerical
specificity, were based upon numerous estimates and other assumptions (some of
which are referred to under "Forward-Looking Statements") which are inherently
subject to significant business, economic and competitive uncertainties,
contingencies and risks, all of which are difficult to quantify and many of
which are beyond the control of Phar-Mor. Accordingly, there can be no
assurance that the Phar-Mor Management Projections will be realized, and it is
likely that future results will vary from those set forth below, possibly in
material respects. The Phar-Mor Management Projections included the
information set forth below.

PHAR-MOR MANAGEMENT PROJECTIONS PROJECTED CONSOLIDATED STATEMENT OF OPERATIONS
(IN MILLIONS, EXCEPT PER SHARE DATA)

PROJECTED FISCAL YEAR ENDING,
---------------------------------------
JUNE 28, 1997 JULY 1, 1998 JULY 2, 1999
------------- ------------ ------------

Revenues............................... $1,105.4 $1,164.6 $1,226.9
Gross profit........................... 196.4 213.5 229.1
Selling, general and administrative.... 161.4 167.2 173.7
Adjusted EBITDA........................ 25.7 36.5 45.2
EBIT................................... 12.7 20.4 26.9
Interest expense....................... 12.7 13.3 13.3
Net income............................. 0.0 4.2 8.2
Earnings per share..................... $ 0.00 $ 0.35 $ 0.67

Phar-Mor does not intend to update or otherwise publicly revise the
projections presented herein to reflect circumstances existing or developments
occurring after the preparation of such projections or to reflect the
occurrence of unanticipated events. The Phar-Mor Management Projections are
included in this Joint Proxy Statement/Prospectus solely because such
projections were provided to ShopKo in connection with the Transaction.

PHAR-MOR SIGNIFICANT ASSUMPTIONS TO THE PROJECTED CONSOLIDATED STATEMENT OF
OPERATIONS:

ACCOUNTING POLICIES:

The accounting policies used in the projected consolidated statement of
operations parallel those used by Phar-Mor and described in the "Business and
Summary of Significant Accounting Policies" in Note 3 of Phar-Mor's Notes to
Consolidated Financial Statements set forth on pages F-24 to F-51.

SALES:

Phar-Mor's management projects that sales for the fiscal year ending June
28, 1997 for the 102 stores that Phar-Mor presently operates will increase by
4.66% as compared to the previous year. For fiscal year 1998 and fiscal year
1999, sales are projected to increase by 5.35% in each year. These sales
increases are based on Phar-Mor attaining increased market share from its new
marketing program and the remodeling of stores.

GROSS PROFIT:

Gross profit margin for fiscal 1997 is projected to decline by 0.10% from
fiscal 1996. This is primarily due to a decline of 0.44% in product margins,
reflecting the impact of the price reductions implemented in January 1996. The
decline in product margins is partially offset by the projected reduction in
warehouse expense from out-sourcing certain products, anticipated reduction in
shrink expense from the installation of Electronic Article Surveillance (EAS)
tag systems and elimination of double coupon promotions.

For the fiscal years 1998 and 1999 the gross profit margin is projected to
increase 0.56% and 0.34% as a percentage of sales, respectively. These
increases are primarily due to phasing out the senior citizen discount program
and reduced occupancy costs from the rightsizing of stores.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Store payroll and benefits: Store payroll and benefits are projected at
6.49% of sales for each of the three years presented. The impact of the
minimum wage increase is assumed to be offset by an increase in productivity.
Vacation and health insurance expenses have been increased by 3% per year.
Store incentive compensation expense has been increased from $1.0 million in
fiscal year 1997 to $2.0 million in 1999.

Advertising: Fiscal 1997 advertising expense has been projected based on
Phar-Mor's continuance of the new advertising program implemented in January
1996. This advertising program primarily consists of weekly circulars in all
markets supplemented by additional circulars during the holiday period.
Consequently, the projected expense for fiscal year 1997 is $27.0 million, or
2.45% of sales, as compared to $25.1 million, or 2.38% of sales, for fiscal
year 1996.

For fiscal years 1998 and 1999, no change in Phar-Mor's advertising program
has been projected. Consequently, advertising costs have been projected on the
basis of a 3% annual increase.

Other store expenses: All volume related expenses, as a group, are projected
at 0.79% of sales for the fiscal years 1997, 1998 and 1999. As a group, such
expenses represented 0.69% of sales in fiscal year 1996.

All non-volume related expenses are projected to increase by 3% per year.

Electric expense has been projected to be reduced by $0.8 million in fiscal
year 1997 and $2.1 million in fiscal years 1998 and 1999 as a result of
planned savings from the lighting retrofit program. In addition for each store
rightsized, the savings in electric expense is projected to be $24.0 thousand.

Security expense has been projected to increase $0.2 million in fiscal year
1997 and $0.5 million in fiscal years 1998 and 1999 to reflect additional
costs associated with the EAS tag system.

Corporate Overhead: Corporate overhead costs are projected to be reduced by
$3.0 million in fiscal year 1997. This reduction is primarily due to lower
wages and benefits from the head count reductions already implemented and
projected savings from the operating costs associated with the replacement of
the mainframe computer.

DEPRECIATION AND AMORTIZATION:

Depreciation is based on Phar-Mor's fixed assets plus subsequent additions.
Depreciation expense for fiscal years 1997, 1998 and 1999 are projected to be
$13.0 million, $16.1 million and $18.3 million, respectively.

Amortization is based on Phar-Mor's cost of video tapes used in its rental
video tape operations. Amortization expense for fiscal years 1997, 1998 and
1999 are projected to be $9.3 million, $9.8 million and $10.2 million,
respectively.

INTEREST EXPENSE:

Interest expense is projected net of interest income. Gross interest expense
is based on the terms of the long-term debt and capitalized leases described
in "Long-Term Debt" in Note 9 and "Leases" in Note 10 of Phar-Mor's Notes to
Consolidated Financial Statements. Interest income is projected based on
investing excess cash at 5.2% per annum. For fiscal years 1997, 1998 and 1999
the interest income is projected to be $4.3 million, $3.2 million and $2.3
million, respectively.

TAXES:

Income taxes are estimated at a tax rate of 40% for each of the three fiscal
years presented. This is based on a statutory federal tax rate of 35% and
combined state and local tax rates, net of federal tax benefits, of 5%.

EARNINGS PER SHARE:

Projected earnings per share are determined by dividing net income by the
weighted average number of Phar-Mor Shares outstanding during each year
(assumed to be 12.2 million Phar-Mor Shares for all periods).

MANAGEMENT PROJECTIONS; AS ADJUSTED

ADJUSTED PROJECTIONS USED BY JEFFERIES IN ITS FAIRNESS OPINION

In the course of preparing its fairness opinion, Jefferies performed
sensitivity analyses on the projections provided by ShopKo and Phar-Mor, which
resulted in the development of pro forma projections for ShopKo, Phar-Mor and
Cabot Noble, utilizing forward looking financial information provided by
ShopKo and Phar-Mor and taking into account the Cabot Noble Buy Back. Such pro
forma projections were based on then current assumptions about combined
operations provided by each of Phar-Mor and ShopKo. The projections appear in
Annex G hereto.

PHAR-MOR PROJECTIONS ADJUSTED BY SHOPKO MANAGEMENT

ShopKo management adjusted the projections provided by Phar-Mor management
to reflect more conservative estimates of sales and other assumptions than
those utilized by Phar-Mor Management in its Projected Consolidated Statement
of Operations. Such pro forma projections, as adjusted by ShopKo Management,
were based on then current assumptions made by ShopKo Management and were used
by Salomon Brothers in the course of preparing its fairness opinion. Such pro
forma projections are set forth in Annex G hereto.

CABOT NOBLE, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following Cabot Noble unaudited pro forma consolidated financial
statements present the estimated effects of (i) the Combination and (ii) the
Cabot Noble Buy Back, including the incurrence of $75 million in debt
financing in connection therewith. The pro forma balance sheet data assumes
that these events occurred on August 3, 1996 and the pro forma statement of
operations assumes that these events occurred on February 4, 1995.

The pro forma adjustments are based on available information and certain
assumptions that management believes are reasonable. The unaudited pro forma
consolidated financial statements do not purport to represent what Cabot
Noble's financial position and results of operations would actually have been
if the Transaction had occurred on August 3, 1996 or February 4, 1995 or to
project Cabot Noble's financial position or results of operations for any
future period.

The pro forma consolidated financial statements should be read in
conjunction with the historical financial statements, including notes thereto,
and other financial information of Cabot Noble, ShopKo and Phar-Mor, including
the separate ShopKo and Phar-Mor "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Capitalization", included
elsewhere in this Joint Proxy Statement/Prospectus.

CABOT NOBLE UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (DOLLARS
IN THOUSANDS)

The following Cabot Noble unaudited pro forma consolidated statements of
operations present the pro forma consolidated results of the operations of
ShopKo and Phar-Mor (see Phar-Mor unaudited pro forma consolidated statement
of operations) for the fifty-two weeks ended February 3, 1996 and the twenty-
six weeks ended August 3, 1996, as adjusted to reflect the effects of the
Transaction; the incurrence of $75,000 in debt financing in connection
therewith; and the effects of purchase accounting. This information should be
read in conjunction with the description of the Transaction set forth in this
Joint Proxy Statement/Prospectus.

The pro forma adjustments to the consolidated statement of operations adjust
for the effects of the Transaction as if it had occurred as of February 4,
1995. This includes adjustments to:

(a) adjust for the expected corporate office expense synergies;

(b) reduce depreciation expense to reflect the abandonment of property
and equipment and to record amortization expense on goodwill of $38,717
recorded as part of purchase accounting;

(c) record interest expense on $75,000 of new debt at an assumed 9.0%
interest rate. Adjust interest expense for the estimated reduction in
interest income on invested funds and record interest expense on borrowings
under a new revolving credit facility as a result of the Cabot Noble Buy
Back and other costs and transaction fees expected to be incurred in
connection with the Transaction; and

(d) record estimated income tax provision at an effective rate of 40%
based on a statutory federal tax rate of 35% and a combined state and local
tax rate, net of federal tax benefits, of 5%.

CABOT NOBLE, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FIFTY-TWO WEEKS ENDED FEBRUARY 3, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)

PHAR- PRO FORMA PRO FORMA
SHOPKO(1) MOR(2) ADJUSTMENTS CABOT NOBLE
---------- ---------- ----------- -----------

Sales........................ $1,961,693 $1,058,047 -- $3,019,740
Less:
Cost of goods sold......... 1,462,344 823,438 -- 2,285,782
Selling, general and
administrative expenses... 345,534 193,519 $ (6,690)(a) 532,363
Depreciation and
amortization.............. 56,091 18,190 (1,543)(b) 72,738
---------- ---------- -------- ----------
Income from operations....... 97,724 22,900 8,233 128,857
Interest expense............. 34,199 12,000 18,613 (c) 64,812
---------- ---------- -------- ----------
Income before taxes.......... 63,525 10,900 (10,380) 64,045
Income tax provision......... 25,151 4,360 (4,152)(d) 25,359
---------- ---------- -------- ----------
Net income (loss)............ $ 38,374 $ 6,540 $ (6,228) $ 38,686
========== ========== ======== ==========
Net income per common share.. $ 1.20 $ 0.54 $ 0.68(3)
========== ========== ==========
Weighted average shares
outstanding................. 32,005 12,156 57,162
========== ========== ==========

- --------
(1) Represents the fifty-two weeks ended February 24, 1996 as presented in
the consolidated statement of earnings in the ShopKo Consolidated
Financial Statements on page F- , adjusted to February 3, 1996 by
subtracting the three weeks ended February 24, 1996 and adding the three
weeks ended February 25, 1995.
(2) See the Phar-Mor unaudited pro forma consolidated statement of operations
for the fifty-two weeks ended February 3, 1996 on page .
(3) Net income per common share has been computed on the basis of the 57,162
weighted average number of outstanding Cabot Noble Shares. To determine
the equivalent net income per ShopKo Share and Phar-Mor Share,
respectively, the net income per common share should be multiplied by the
applicable exchange ratio (which, with respect to ShopKo, is subject to
adjustment) as indicated below:

EQUIVALENT NET
EXCHANGE INCOME PER
RATIO SHARE
-------- --------------

ShopKo............................................... 2.4 $1.63
Phar-Mor............................................. 1.0 $0.68

CABOT NOBLE, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
TWENTY-SIX WEEKS ENDED AUGUST 3, 1996 (1)
(IN THOUSANDS, EXCEPT PER SHARE DATA)

PRO FORMA PRO FORMA
SHOPKO PHAR-MOR ADJUSTMENTS CABOT NOBLE
-------- -------- ----------- -----------

Sales................... $990,079 $527,648 -- $1,517,727
Less:
Cost of goods sold..... 752,753 422,443 -- 1,175,196
Selling, general and
administrative
expenses.............. 180,518 96,696 $(3,122)(a) 274,092
Chapter 11 professional
fee accrual
adjustment............ -- (1,532) -- (1,532)
Depreciation and
amortization.......... 28,868 9,243 (837)(b) 37,274
-------- -------- ------- ----------
Income from operations.. 27,940 798 3,959 32,697
Interest expense........ 15,617 4,966 7,018 (c) 27,601
-------- -------- ------- ----------
Income (loss) before
taxes.................. 12,323 (4,168) (3,059) 5,096
Income tax provision.... 4,841 (1,667) (1,223)(d) 1,951
-------- -------- ------- ----------
Net income (loss)....... $ 7,482 $ (2,501) $(1,836) $ 3,145
======== ======== ======= ==========
Net income per common
share.................. $ 0.23(1) $ (0.21)(1) $ 0.05 (1)(2)
======== ======== ==========
Weighted average shares
outstanding............ 32,052 12,156 57,275
======== ======== ==========

- --------
(1) These interim results are not necessarily indicative of the results of the
fiscal year as a whole because the operations of both Shopko and Phar-Mor
are highly seasonal. The third and fourth fiscal quarters contribute a
significant part of both Shopko's and Phar-Mor's earnings due to the
Christmas selling season.
(2) Net income per common share has been computed on the basis of the 57,275
weighted average number of outstanding Cabot Noble Shares. To determine
the equivalent net income per ShopKo Share and Phar-Mor Share,
respectively, the net income per common share should be multiplied by the
applicable exchange ratio (which, with respect to ShopKo, is subject to
adjustment) as indicated below:

EQUIVALENT NET
EXCHANGE INCOME PER
RATIO SHARE
-------- --------------

ShopKo............................................... 2.4 $0.12
Phar-Mor............................................. 1.0 $0.05

PHAR-MOR UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

The following unaudited pro forma consolidated statement of operations
presents consolidated results of operations of Phar-Mor and its subsidiaries
during the pendency of the Phar-Mor bankruptcy ("Predecessor Phar-Mor") along
with the consolidated results of operations of Phar-Mor and its subsidiaries
after its emergence from bankruptcy ("Successor Phar-Mor") for the fifty-two
weeks ended February 3, 1996, as adjusted to reflect the implementation of
fresh-start reporting as of February 4, 1995; the elimination of the 41 stores
closed in July 1995; the elimination of the effects of non-recurring
transactions resulting from the bankruptcy plan of reorganization; and certain
payments to creditors pursuant to Phar-Mor's bankruptcy plan of reorganization
as of February 4, 1995. This information should be read in conjunction with
Notes 1 and 2 of Phar-Mor's Notes to Consolidated Financial Statements
included elsewhere in this Joint Proxy Statement/Prospectus.

The pro forma adjustments:

(1) Eliminate the store operating results of the 41 stores closed as of
February 4, 1995. These stores began liquidation sales in May 1995 and were
not included in Predecessor Phar-Mor's results of operations for periods
subsequent to May 6, 1995; and

(2) Adjust for the effect of Phar-Mor's bankruptcy plan of reorganization
as if it had been effective as of February 4, 1995. This includes
adjustments to:

(a) adjust for the rent credit from the amortization of the
"unfavorable lease liability."

(b) reduce historical depreciation and amortization to reflect the
adjustment to property and equipment values in accordance with fresh-
start reporting.

(c) reverse historical interest expense and record interest expense
on debt and on the "unfavorable lease liability" incurred in connection
with Phar-Mor's bankruptcy plan of reorganization.

(d) eliminate the effects of non-recurring reorganization items,
fresh-start revaluation and gain on debt discharge due to the emergence
from bankruptcy.

(e) record estimated income tax provision at an effective rate of 40%
based on a statutory federal tax rate of 35% and a combined state and
local tax rate, net of federal tax benefits of 5%.

Pro forma net income per Phar-Mor Share is calculated based on a weighted
average number of Phar-Mor Shares outstanding of 12,156,250.

PHAR-MOR, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FIFTY-TWO WEEKS ENDED FEBRUARY 3, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)

PRO FORMA ADJUSTMENTS
SUCCESSOR PREDECESSOR PER NOTE PRO FORMA
----------- ------------ ---------------------- -----------
TWENTY-TWO THIRTY WEEKS FIFTY-TWO
WEEKS ENDED ENDED WEEKS ENDED
FEBRUARY 3, SEPTEMBER 2, FEBRUARY 3,
1996 1995 (1) (2) 1996
----------- ------------ ---------- ----------- -----------

Sales....................................................... $448,444 $695,006 $ (85,403) -- $1,058,047
Less:
Cost of goods sold......................................... 349,953 541,016 (67,531) -- 823,438
Selling, general and administrative expenses............... 80,627 128,130 (14,863) $ (375)(a) 193,519
Depreciation and amortization.............................. 7,447 13,406 (1,178) (1,485)(b) 18,190
-------- -------- --------- ----------- ----------
Income from operations before interest expense,
reorganization items, fresh-start revaluation, income taxes
and extraordinary item..................................... 10,417 12,454 (1,831) 1,860 22,900
Interest expense............................................ 1,843 19,126 -- (8,969)(c) 12,000
-------- -------- --------- ----------- ----------
Income (loss) before reorganization items, fresh-start
revaluation, income taxes and extraordinary item........... 8,574 (6,672) (1,831) 10,829 10,900
Reorganization items........................................ -- 64,892 (53,691) (11,201)(d) --
Fresh-start revaluation..................................... -- (8,043) -- 8,043 (d) --
-------- -------- --------- ----------- ----------
Income (loss) before income taxes and extraordinary item.... 8,574 (63,521) 51,860 13,987 10,900
Income tax provision........................................ 3,426 -- -- 934 (e) 4,360
-------- -------- --------- ----------- ----------
Income (loss) before extraordinary item..................... 5,148 (63,521) 51,860 13,053 6,540
Extraordinary item--gain on debt discharge.................. -- 775,073 -- (775,073)(d) --
-------- -------- --------- ----------- ----------
Net income (loss)........................................... $ 5,148 $711,552 $ 51,860 $ (762,020) $ 6,540
- -------------------------------------------------- ======== ======== ========= =========== ==========
Net income per common share................................. $ 0.54
==========

CABOT NOBLE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (IN THOUSANDS,
EXCEPT FOR PER SHARE DATA)

The following Cabot Noble unaudited pro forma consolidated balance sheet
presents the pro forma consolidated balance sheets of ShopKo and Phar-Mor as
of August 3, 1996, as adjusted to reflect the effects of the Transaction; the
incurrence of $75,000 in debt financing in connection therewith; and the
effects of purchase accounting. This information should be read in conjunction
with the description of the Transaction set forth in this Joint Proxy
Statement/Prospectus.

The pro forma adjustments adjust for the effect of the Transaction as if it
had occurred on August 3, 1996. This includes adjustments to:

(a) reflect the payment of $183,038 in cash in connection with the Cabot
Noble Buy Back (the $223,438 buyback amount less the $40,400 short term
note (see note (g) below), proceeds from the issuance of $75,000 in new
debt and the payment of professional fees incurred in connection with the
Transaction.

(b) record inventory markdown reserves on inventory expected to be
liquidated to accommodate new categories of goods not currently carried by
Phar-Mor, but carried by ShopKo and not carried by ShopKo, but carried by
Phar-Mor.

(c) record the write-off of the assets, liabilities and minority interest
in the current Phar-Mor corporate office building.

(d) record the write-down of Phar-Mor's abandoned property and equipment.

(e) record goodwill of $38,717 created as a result of the Transaction
based on an assumed $7.1875 market value per Phar-Mor Share and the
elimination of the other assets associated with the current Phar-Mor
corporate office building.

(f) record reserves for severance pay, employee relocation costs and
lease termination costs associated with the relocation of Phar-Mor's
corporate office to Green Bay.

(g) record the $40,400 in short term debt incurred in connection with the
Cabot Noble Buy Back and the elimination of the current portion of long-
term debt associated with the current Phar-Mor corporate office building.

(h) record the incurrence of $75,000 in debt financing and the
elimination of the long-term debt associated with the current Phar-Mor
corporate office building.

(i) record the deferred tax effect of certain adjustments made and
expenses incurred in connection with the Transaction.

(j) record the exchange of one Cabot Noble Share for each Phar-Mor Share
and 2.4 Cabot Noble Shares for each ShopKo Share, the Cabot Noble Buy Back
and the effects of purchase accounting.

CABOT NOBLE, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)

PRO FORMA
SHOPKO PHAR-MOR CABOT NOBLE
AUGUST 3, AUGUST 3, EFFECTS OF AUGUST 3,
1996 1996 THE TRANSACTION 1996
---------- --------- --------------- -----------

ASSETS
CURRENT ASSETS:
Cash and cash
equivalents............. $ 47,640 $ 89,317 $ (121,332)(a) $ 15,625
Accounts receivable--
net..................... 64,531 25,338 -- 89,869
Merchandise inventories.. 371,140 159,519 (12,000)(b) 518,659
Other current assets..... 19,150 5,365 (16)(c) 24,499
---------- -------- ---------- ----------
Total current assets... 502,461 279,539 (133,348) 648,652
PROPERTY AND EQUIPMENT--
NET....................... 603,354 66,674 (21,916)(d) 648,112
DEFERRED TAX ASSET......... -- 9,478 -- 9,478
OTHER ASSETS............... 57,099 3,922 37,477 (e) 98,498
---------- -------- ---------- ----------
Total assets........... $1,162,914 $359,613 $ (117,787) $1,404,740
========== ======== ========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable......... $ 180,435 $ 52,847 $ (80)(c) $ 233,202
Related party accounts
payable................. -- 1,844 -- 1,844
Accrued expenses......... 122,294 36,348 10,988 (f) 169,630
Current portion of long-
term debt............... -- 2,902 40,028 (g) 42,930
Current portion of
capital lease
obligations............. 1,096 6,019 -- 7,115
---------- -------- ---------- ----------
Total current
liabilities........... 303,825 99,960 50,936 454,721
LONG-TERM DEBT............. 399,875 109,939 69,939 (h) 579,753
CAPITAL LEASE OBLIGATIONS.. 15,090 38,706 -- 53,796
DEFERRED INCOME TAX
LIABILITY................. 22,729 -- (6,226)(i) 16,503
LONG-TERM SELF INSURANCE
RESERVES.................. -- 7,365 -- 7,365
DEFERRED RENT AND
UNFAVORABLE LEASE
LIABILITY--NET............ -- 11,240 -- 11,240
---------- -------- ---------- ----------
Total liabilities...... 741,519 267,210 114,649 1,123,378
---------- -------- ---------- ----------
COMMITMENTS AND
CONTINGENCIES
Minority interests......... -- 535 (535)(c) --
---------- -------- ---------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock.......... -- -- --
Common stock............. 321 122 131 (j) 574
Additional paid-in
capital................. 244,337 89,385 (115,268)(j) 218,454
RETAINED EARNINGS.......... 176,737 2,361 (116,764)(j) 62,334
---------- -------- ---------- ----------
Total stockholders'
equity.................. 421,395 91,868 (231,901) 281,362
---------- -------- ---------- ----------
Total liabilities and
stockholders' equity.... $1,162,914 $359,613 $ (117,787) $1,404,740
========== ======== ========== ==========

SHOPKO SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data of ShopKo and its
subsidiaries is based on, and should be read in conjunction with, ShopKo's
consolidated financial statements, including the notes thereto set forth on
pages F-5 through F-23.

SHOPKO STORES, INC.

SELECTED CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE AND SHARE DATA)

FIRST HALF ENDED FISCAL YEAR ENDED
------------------------- ----------------------------------------------------------------
(28 WEEKS) (28 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) (52 WEEKS) (53 WEEKS)
SEPTEMBER 7, SEPTEMBER 9, FEBRUARY 24, FEBRUARY 25, FEBRUARY 26, FEBRUARY 27, FEBRUARY 29,
1996 1995 1996 1995 1994(1) 1993 1992
------------ ------------ ------------ ------------ ------------ ------------ ------------

Net sales............... $1,109 $ 979 $1,968 $1,853 $1,739 $1,683 $1,648
Gross margin............ 259 247 501 488 453 457 452
Income from operations.. 33 31 97 91 74 100 98
Net earnings............ 10 7 38 38 32 50 50
Net earnings per share.. .30 .23 1.20 1.18 1.00 1.56 1.55
Cash dividends declared
per share.............. .22 .22 .44 .44 .44 .44 .11
Weighted average number
of common shares
outstanding (000's).... 32,052 32,005 32,005 32,014 32,001 32,000 32,000(2)
Working capital......... $ 205 $ 195 $ 215 $ 187 $ 119 $ 82 $ 79
Total assets............ 1,172 1,107 1,118 1,110 953 792 706
Long-term debt.......... 415 413 415 414 310 209 11
Shareholders' equity.... 425 397 422 397 374 355 320

- --------
(1) The effect of adopting Statement of Financial Accounting Standards
("SFAS") No. 106, "Employers' Accounting for Postretirement Benefits
Other Than Pensions," resulted in a decrease in net earnings of $0.6
million ($0.02 per share). Adoption of SFAS No. 109, "Accounting for
Income Taxes," had no effect on reported net earnings or financial
position.
(2) Represents the total number of ShopKo Shares outstanding upon completion
of the initial public offering in October, 1991.

SHOPKO MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The discussion of results of operations that follows is based upon, and
should be read in conjunction with, ShopKo's consolidated financial
statements, including the notes thereto, set forth on pages F-5 to F-23. The
discussion of liquidity and capital resources is based upon ShopKo's current
financial position.

RESULTS OF OPERATIONS

First Half Results

The following table sets forth items from ShopKo's unaudited consolidated
financial statements for the second quarter and first half of fiscal 1997 and
1996 as a percentage of net sales:

SECOND QUARTER FIRST HALF
----------------- --------------
FISCAL FISCAL FISCAL FISCAL
1997 1996 1997 1996
------- ------- ------ ------

Revenues
Net sales................................. 100.0% 100.0% 100.0% 100.0%
Licensed department rentals & other
income................................... 0.6 0.8 0.6 0.8
------- ------- ----- -----
100.6 100.8 100.6 100.8
Costs and expenses
Cost of sales............................. 77.3 75.2 76.6 74.8
Selling, general & administrative
expenses................................. 17.7 19.9 18.1 19.8
Depreciation & amortization expenses...... 2.8 3.1 2.9 3.1
------- ------- ----- -----
97.8 98.2 97.6 97.7
Income from operations.................... 2.8 2.6 3.0 3.1
Interest expense.......................... 1.5 1.9 1.5 1.9
------- ------- ----- -----
Earnings before income taxes.............. 1.3 0.7 1.5 1.2
Provision for income taxes................ 0.5 0.3 0.6 0.5
------- ------- ----- -----
Net earnings.............................. 0.8% 0.4% 0.9% 0.7%
======= ======= ===== =====

Net Sales. The following table presents ShopKo's consolidated net sales for
the second quarter and first half of fiscal 1997 and fiscal 1996 (in
millions):

SECOND QUARTER % INCREASE(DECREASE)
----------------------- -----------------------
FISCAL 1997 FISCAL 1996 TOTAL COMP
----------- ----------- ---------- ----------

General Merchandise............. $ 337.3 $315.0 7.1% 5.9%
Health Services................. 161.2 103.2 56.2 42.2
-------- ------ ---------- ----------
Consolidated.................... $ 498.5 $418.2 19.2% 14.9%
======== ====== ========== ==========

FIRST HALF % INCREASE(DECREASE)
----------------------- -----------------------
FISCAL 1997 FISCAL 1996 TOTAL COMP
----------- ----------- ---------- ----------

General Merchandise............. $ 760.8 $741.5 2.6% 2.3%
Health Services................. 348.6 237.1 47.0 40.9
-------- ------ ---------- ----------
Consolidated.................... $1,109.4 $978.6 13.4% 11.7%
======== ====== ========== ==========

Consolidated comparable sales in the second quarter and first half are based
upon those facilities (both store and non-store) which were open for the
entire preceding fiscal year. Retail comparable store sales, which are

based on retail facilities which were open the entire preceding fiscal year,
increased 6.4 percent in the second quarter and increased 3.5 percent in the
first half.

Since the second quarter of fiscal 1996, ShopKo has opened three new stores
(one in the third quarter of fiscal 1996 and two in the second quarter of
fiscal 1997, one of which was a relocation) and remodeled 12 stores (six in
the third quarter of fiscal 1996 and six in the first quarter of fiscal 1997)
under the Vision 2000 format.

General merchandise sales had a strong performance in the second quarter of
fiscal 1997, especially in back-to-school related categories. The general
merchandise sales in the first half of fiscal 1997 also reflect the
unseasonable spring weather experienced throughout the ShopKo markets in the
first quarter.

The increase in health services sales in the second quarter and first half
of fiscal 1997 is primarily due to growth in the prescription benefit
management business and increases in the retail pharmacy and optical
departments. Health services comparable sales for the second quarter and first
half are based upon sales from health care services provided in retail stores,
from the pharmacy mail service sales, and from prescription benefit management
and claims processing activities in facilities which were open the entire
preceding fiscal year.

Gross Margin. The following table sets forth gross margin as a percent of
net sales:

SECOND QUARTER FIRST HALF
----------------------- -----------------------
FISCAL 1997 FISCAL 1996 FISCAL 1997 FISCAL 1996
----------- ----------- ----------- -----------

Gross margin percent.......... 22.7% 24.8% 23.4% 25.2%
Gross margin percent prior to
LIFO charge.................. 22.8% 24.9% 23.6% 25.4%

The decrease in the gross margin percentage in the second quarter and first
half of fiscal 1997 is primarily due to the impact of lower gross margins in
the prescription benefit management business and to increased margin pressures
in the retail pharmacies as a result of increased managed care business. The
gross margin percentages for the second quarter and first half of fiscal 1997
reflect LIFO charges of $0.8 million and $1.9 million, respectively. This is
compared to the prior year's LIFO expense of $0.2 million in the second
quarter and $1.8 million in the first half.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses as a percent of sales were 17.7% for the second
quarter of fiscal 1997 compared to 19.9% for the same period last year. The
decrease is primarily due to increased sales related to the prescription
benefit management business and the leveraging of store expenses on
incremental retail sales. For the first half of fiscal 1997, selling, general
and administrative expenses as a percent of sales were 18.1% compared to 19.8%
for the same period in fiscal 1996. The decrease is primarily due to increased
sales related to the prescription benefit management business.

Interest Expense. Interest expense for the second quarter and first half of
fiscal 1997 was 1.5% of sales versus 1.9% of sales in the second quarter and
first half of fiscal 1996. This decrease is primarily due to increased sales
and increased investment income.

SUBSEQUENT EVENTS

Effective as of October 4, 1996, ShopKo's Credit Agreement was extended
until October 4, 1997. The amount of borrowing available under the Credit
Agreement was reduced from $175 million to $125 million. The Credit Agreement
will terminate upon the consummation of the Combination and be replaced by a
new credit agreement.

On October 4, 1996, ShopKo (i) acquired the remaining 3% of Bravell, Inc.
("Bravell") which ShopKo did not acquire in January 1995, and (ii)
extinguished all remaining contingent payment obligations to the former
shareholders of Bravell. The acquisition agreement provides for the issuance
by ShopKo on an installment sale basis of ShopKo Shares having a value of
$9.16 million (approximately 572,500 ShopKo Shares based on a

market price of $16.00 per share) to the former Bravell shareholders. Under
certain circumstances, ShopKo has the right to reacquire ShopKo Shares issued
to the former Bravell shareholders for cash based on a 30-day average trading
price.

Fiscal Year Results

The following table sets forth items from ShopKo's Consolidated Statements
of Earnings as a percentage of net sales:

FISCAL YEARS ENDED
--------------------------------
FEB. 24, FEB. 25, FEB. 26,
1996 1995 1994
(52 WEEKS) (52 WEEKS) (52 WEEKS)
---------- ---------- ----------

Revenues:
Net sales............................... 100.0% 100.0% 100.0%
Licensed department rentals and other
income................................. .7 .7 .7
----- ----- -----
100.7 100.7 100.7
Costs and expenses:
Cost of sales........................... 74.5 73.7 73.9
Selling, general and administrative
expenses............................... 18.4 19.2 19.8
Depreciation and amortization expenses.. 2.9 2.9 2.8
----- ----- -----
95.8 95.8 96.5
Income from operations.................... 4.9 4.9 4.2
Interest expense.......................... 1.7 1.6 1.2
----- ----- -----
Earnings before income taxes.............. 3.2 3.3 3.0
Provision for income taxes................ 1.2 1.3 1.2
----- ----- -----
Net earnings.............................. 2.0% 2.0% 1.8%
===== ===== =====

Fiscal 1996 Compared to Fiscal 1995

Net sales for fiscal 1996 (52 weeks) increased $115.1 million or 6.2% over
fiscal 1995 (52 weeks). Consolidated comparable sales decreased 0.2% for
fiscal 1996 compared to an increase of 0.7% in fiscal 1995. Changes in
consolidated comparable sales for a fiscal year were based upon those
facilities (both store and non-store) which were open for the entire preceding
fiscal year. In fiscal 1996, comparable sales included pharmacy mail service,
since it was open for the entire preceding fiscal year. On a comparable store
basis, sales decreased 0.5% for fiscal 1996.

ShopKo conducts business in two business segments: general merchandise and
health services. General merchandise is conducted through retail stores.
Health services include professional health care services provided in the
retail stores and prescription benefit management services which are generally
provided through other facilities. Beginning in fiscal 1997, health services
will include vision benefit management services and decision support services
(DSS).

General merchandise sales increased $13.2 million or 0.9% over fiscal 1995.
Management of ShopKo attributes this sales increase to the opening of five new
stores. Comparable store general merchandise sales decreased 2.1%. Management
of ShopKo believes general merchandise sales were negatively impacted by a
difficult retail environment, planned contraction of several departments and
increased competitive entries.

Health services sales increased $101.9 million or 28.1% over fiscal 1995.
Management of ShopKo attributes this increase to growth in prescription
benefit management sales of $74.0 million, increases in comparable sales and
the opening of five new stores. Comparable sales increased 7.4% due to
increased business in ShopKo's retail pharmacy and optical centers. Health
services comparable sales were based upon sales generated from

health care services provided in retail stores which were open for the entire
preceding fiscal year and from the pharmacy mail service sales.

Consolidated gross margins as percentages of sales were 25.5% and 26.3% for
fiscal 1996 and 1995, respectively. The gross margin for fiscal 1996 includes
a LIFO charge of $2.2 million. The gross margin for fiscal 1995 includes a
LIFO credit of $2.0 million and a $5.5 million charge to reduce certain
inventories to market value. Gross margin, before LIFO expense, was 25.6% in
fiscal 1996 as compared to 26.2% in fiscal 1995. The decrease is primarily due
to the impact of lower gross margin prescription benefit management sales.

Consolidated selling, general and administrative expenses decreased 0.8% of
net sales to 18.4% compared with 19.2% in fiscal 1995. Improvement of 0.6% of
net sales is due to increased sales related to the prescription benefit
management business and improvement of 0.2% of net sales is due to expense
control initiatives in retail operations.

ShopKo's operating earnings (earnings before interest and income taxes)
increased 6.5% to $97.4 million in fiscal 1996 from $91.5 million in fiscal
1995. General merchandise operating earnings (earnings before corporate
expenses, interest and income taxes) increased 8.1% to $73.1 million in fiscal
1996 compared to $67.6 million in fiscal 1995. This increase is primarily due
to increased gross margin rates and expense control initiatives. Health
services operating earnings increased in fiscal 1996 to $36.8 million compared
to $36.5 million in fiscal 1995. This increase is primarily due to expense
control initiatives and growth in prescription benefit management services but
is reduced by lower gross margin rates in the retail pharmacies as a result of
a larger percentage of sales coming from third party managed care business.
Management of ShopKo anticipates continued gross margin pressure due to the
increased managed care business.

Interest expense in fiscal 1996 increased from the prior year by 0.1% of net
sales to 1.7% of net sales. The increase reflects last year's issuance of
long-term debentures.

Fiscal 1995 Compared to Fiscal 1994

Net sales for fiscal 1995 (52 weeks) increased $114.2 million or 6.6% over
fiscal 1994 (52 weeks). ShopKo opened seven new stores and remodeled 32 stores
in fiscal 1995. Consolidated comparable sales increased 0.7% for fiscal 1995
compared to 1.2% in fiscal 1994. Consolidated comparable sales increases for a
fiscal year were based upon those stores which were open for the entire
preceding fiscal year.

General merchandise sales increased $78.1 million or 5.5% over fiscal 1994.
Management of ShopKo attributes this sales increase to the opening of seven
new stores. Comparable store general merchandise sales decreased 0.2%.
Management of ShopKo believes general merchandise sales were negatively
impacted by increased competition, reduced clearance sales this year compared
to last year, the planned contraction of several departments and the
disruption caused by the remodeling of 32 stores during fiscal 1995.

Health services sales increased $36.1 million or 11.0% over fiscal 1994.
Management of ShopKo attributes this increase to increases in comparable
sales, expansion into claims processing activities, growth of the pharmacy
mail service and the opening of seven new stores. Health services comparable
store sales increased 4.5%, which is due to increased business in ShopKo's
retail pharmacy and optical centers. Health services comparable sales
increases for a fiscal year were based upon sales generated from health care
services provided in those retail stores which were open for the entire
preceding fiscal year. Sales from prescription benefit management services,
pharmacy mail service and claims processing activities were not included in
fiscal 1995 or fiscal 1994.

Consolidated gross margins as percentages of sales were 26.3% and 26.1% for
fiscal 1995 and 1994, respectively. The gross margin for fiscal 1995 includes
a LIFO credit of $2.0 million and a $5.5 million charge to reduce certain
inventories to market value. The gross margin for fiscal 1994 includes a LIFO
charge of $3.7 million. Gross margin, before LIFO expense, was 26.2% in fiscal
1995 as compared to 26.3% in fiscal 1994.

Consolidated selling, general and administrative expenses decreased 0.6% of
net sales to 19.2% compared with 19.8% in fiscal 1994. The percentage decrease
is primarily due to expense control initiatives, which were partially offset
by increased costs associated with the operation of seven new stores and 32
store remodels during fiscal 1995.

Depreciation and amortization expenses as percentages of sales were 2.9% and
2.8% for fiscal 1995 and 1994, respectively. The increase is primarily due to
the opening of new stores and the remodeling of existing stores to the VISION
2000 format.

ShopKo's operating earnings (earnings before interest and income taxes)
increased 23.1% to $91.5 million in fiscal 1995 from $74.3 million in fiscal
1994. General merchandise operating earnings (earnings before corporate
expenses, interest and income taxes) increased 14.3% to $67.6 million in
fiscal 1995 compared to $59.2 million in fiscal 1994. This increase is
primarily due to expense control initiatives. Health services operating
earnings increased 22.4% in fiscal 1995 to $36.5 million compared to $29.9
million in fiscal 1994. This increase is primarily due to increased sales and
increased gross margin percentage.

Interest expense in fiscal 1995 increased from the prior year by 0.4% of net
sales to 1.6% of net sales. The increase is primarily due to long-term
borrowing which principally funded new stores, ShopKo's remodeling program and
additional related working capital.

LIQUIDITY AND CAPITAL RESOURCES

ShopKo relies primarily on cash generated from its operations, with its
remaining funding requirements being met from short-term and long-term
borrowings. Cash provided from net earnings before depreciation and
amortization was $41.5 million for the first half of fiscal 1997 compared to
$37.9 million for the same period last year. ShopKo had no borrowings
outstanding under its revolving credit agreement at the end of fiscal 1996 or
the first half of fiscal 1997.

ShopKo's principal use of cash in the first half of fiscal 1997 was for
increases in working capital and for the purchase of property, equipment,
systems technology and the CareStream Scrip Card acquisition discussed below.
During the first half of fiscal 1997, working capital, excluding cash,
increased $27.0 million. This increase resulted principally from increases in
merchandise inventories net of accounts payable and from increases in
receivables offset by increases in accrued liabilities related to the
prescription benefit management business.

ShopKo spent $15.0 million on capital expenditures (excluding acquisitions)
in the first half of fiscal 1997 compared to $24.4 million for the same period
last year. ShopKo spent $53.0 million on capital expenditures in fiscal 1996,
compared to $94.6 million in fiscal 1995 and $133.8 million in fiscal 1994.
The following table sets forth the components of ShopKo's capital expenditures
(in millions):

TWENTY-EIGHT
WEEKS ENDED FISCAL YEAR
SEPTEMBER 7, ------------------
1996 1996 1995 1994
------------ ----- ----- ------

New stores.................................... $ 2.4 $14.9 $31.3 $ 82.4
Remodeling and refixturing.................... 2.3 24.7 45.2 29.4
Distribution centers.......................... 0.4 0.7 2.8 0.7
Management information and point-of-sale
equipment and systems........................ 5.6 11.7 14.8 20.1
Other......................................... 4.3 1.0 0.5 1.2
----- ----- ----- ------
Total......................................... $15.0 $53.0 $94.6 $133.8

ShopKo opened two new stores in the first half of fiscal 1997, one of which
is a relocation, and five new stores in fiscal 1996. ShopKo may consider the
acquisition of existing retail stores or businesses, or health services
businesses, or the construction or acquisition of stores which vary from
ShopKo's existing stores. If ShopKo were to undertake a large acquisition,
additional capital may be required. Such plans may be reviewed and revised
from time to time in light of changing conditions. ShopKo's expansion and
capital expenditure plans are under review in light of the Combination.

With respect to store remodels, ShopKo completed 13 remodels under the
Vision 2000 format during fiscal 1996. The rate of remodeling activity in
fiscal 1996 was substantially reduced compared to fiscal 1995 and is expected
to approximate the future annual level of major remodels based on a seven to
ten year cycle. ShopKo completed remodeling of six stores in the first half of
fiscal 1997. One additional store will be remodeled in fiscal 1997. As with
store expansion plans remodeling plans are subject to change and normal
delays.

ShopKo's total capital expenditures for fiscal 1997 for new store
construction, remodels, management information systems and other expenditures
(excluding acquisitions) are anticipated to approximate $45-55 million, of
which $40-45 million would relate to the existing retail business and $5-10
million to the health related businesses. Such plans may be reviewed and
revised from time to time in light of changing conditions.

On August 2, 1996, ShopKo completed the acquisition of CareStream Scrip Card
from FoxMeyer Health. CareStream Scrip Card is a prescription benefit
management company which is being integrated with ProVantage. The purchase
price was $30.5 million in cash, with a supplemental cash payment of between
$1.5 million and $5.0 million due between six months and five years after
August 2, 1996. The purchase price was funded from ShopKo's available cash.
INFLATION

Inflation has not had a significant effect on the results of operations of
ShopKo or its internal and external sources of liquidity.

PHAR-MOR SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data of Phar-Mor and its
subsidiaries is based on, and should be read in conjunction with, Phar-Mor's
consolidated financial statements including the notes thereto set forth on
pages F-25 through F-53.

PHAR-MOR, INC.

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

AS OF AS OF AS OF AS OF AS OF
JUNE 29, 1996 SEPTEMBER 2, 1995 JULY 1, 1995 JULY 2, 1994 JUNE 26, 1993
------------- ----------------- ------------ ------------ -------------

- --------
Note:
Phar-Mor emerged from bankruptcy in September 1995. In accordance with
fresh-start reporting, reorganization value was used to record the assets
and liabilities of Phar-Mor at September 2, 1995 (the "Fresh Start Date").
Accordingly, the selected consolidated financial data as of September 2,
1995 and June 29, 1996 and for the 43 weeks ended June 29, 1996, is not
comparable in material respects to such data for prior periods.
Furthermore, Phar-Mor's results of operations for periods prior to
September 11, 1995, the effective date of Phar-Mor's bankruptcy plan of
reorganization, are not necessarily indicative of results of operations
that may be achieved in the future.
- --------
(a) Excludes an extraordinary gain of $775 million on debt discharged pursuant
to Phar-Mor's bankruptcy; and includes the gain for revaluation of assets
and liabilities under fresh-start reporting of $8 million and
reorganization costs of $16.8 million.
(b) Excludes the results of 25 stores after July 2, 1994 and the results of 41
stores after May 6, 1995, closed as part of Phar-Mor's restructuring prior
to emergence from bankruptcy.
(c) Includes reorganization costs of $51.2 million, including $53.7 million
for costs of downsizing, less $7.6 million gain on sale of assets held for
sale.
(d) Includes reorganization costs of $106.5 million, including $43 million for
costs of downsizing and $53.2 million to write down property and equipment
to lower of appraised or net book value.
(e) Includes reorganization costs of $16.7 million.

PHAR-MOR MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The discussion of results of operations that follows is based upon, and
should be read in conjunction with, Phar-Mor's consolidated financial
statements including the notes thereto set forth on pages F-26 to F-54. The
discussion of liquidity and capital resources is based upon Phar-Mor's current
financial position. The accompanying financial review reflects the significant
impact of the events leading up to and following Phar-Mor's emergence from
bankruptcy. Certain information regarding Phar-Mor's bankruptcy and its
bankruptcy plan of reorganization is set forth in "Description of Phar-Mor--
History."

Upon Phar-Mor's emergence from bankruptcy, Phar-Mor adopted the principles
of fresh-start reporting as of the Fresh Start Date to reflect the impact of
the reorganization. As a result of the application of fresh-start reporting,
the financial condition and results of operations of Phar-Mor for dates and
periods subsequent to the Fresh Start Date shall not necessarily be comparable
to those prior to such date.

RECENT DEVELOPMENTS AND OUTLOOK

Phar-Mor's results of operations and financial condition reflect the impact
of the recapitalization effected pursuant to its bankruptcy plan of
reorganization and the consolidation of operations following August 17, 1992,
Phar-Mor's bankruptcy petition date.

Phar-Mor has significantly restructured its debt obligations. Phar-Mor has
converted approximately $855 million of debt obligations to equity, obtained a
$9.5 million net cash equity infusion, and entered into a $100 million
revolving credit facility (the "Phar-Mor Revolving Credit Facility") See "--
Financial Condition and Liquidity."

In addition, since August 1992, Phar-Mor has put in place a series of
programs that are designed to reduce its expense structure and improve its
operations. These programs resulted in the closing of 209 stores and three
warehouses, the elimination of 75% of corporate level staff and the
implementation of three major information system improvements.

Management believes that the recapitalization and the specific steps taken
to streamline Phar-Mor's business operations since Phar-Mor's bankruptcy have
yielded a significant improvement in Phar-Mor's operating and financial
profile. The restructuring of Phar-Mor's debt obligations has significantly
reduced interest expense and enhanced financial flexibility. As a result of
the consolidation program, Phar-Mor has significantly reduced the fixed cost
elements of cost of sales and selling, general and administrative expenses
partially offset by declines in sales and gross margin dollars.

Although there can be no assurance, management believes that Phar-Mor is now
positioned to enhance future profitability as economic and competitive
conditions improve in its markets. Management also believes that additional
gains may be realized through further reduction of expenses and refinement of
Phar-Mor's business operations.

RESULTS OF OPERATIONS

The following table sets forth the number of retail stores operated between
years:

FISCAL YEAR ENDED
-------------------------
JUNE 29, JULY 1, JULY 2,
1996(A) 1995 1994
-------- ------- -------

Stores, beginning of period.................... 143 168 168
Closed stores.................................. (41) (25) --
Stores, end of period.......................... 102 143(b) 168

- --------
(a) Includes the nine weeks ended September 2, 1995 (Predecessor Phar-Mor) and
the forty-three weeks ended June 29, 1996 (Successor Phar-Mor).
(b) Includes 41 stores in the process of closing July 1, 1995.

The historical results of operations exclude the results of the 25 stores
closed in fiscal year 1995 (as part of Phar-Mor's restructuring) after the
date their closing was decided (July 2, 1994) and the results of 41 stores
closed in fiscal year 1996 (also part of Phar-Mor's restructuring) after the
date their closing was decided (May 6, 1995).

Phar-Mor's results of operations for the 43 weeks ended June 29, 1996 are
not comparable to its results of operations for prior periods due to Phar-
Mor's adoption of fresh-start reporting as of the Fresh Start Date. See Note 2
of the Notes to Phar-Mor's Consolidated Financial Statements included
elsewhere herein. For the purposes of the following discussion, the following
pro forma results of operations for the 52 weeks ended June 29, 1996 (fiscal
year 1996) and the fifty-two weeks ended July 1, 1995 (fiscal year 1995) will
be compared.

UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS

The following unaudited pro forma statements of operations present
consolidated results of operations of Phar-Mor and its subsidiaries for fiscal
year 1996 and fiscal year 1995 as if Phar-Mor's bankruptcy plan of
reorganization was effective July 2, 1994 and includes adjustments to reflect
the implementation of fresh-start reporting as of July 2, 1994; the
elimination of the 41 stores closed in July 1995 from the results of fiscal
year 1995; the effects of non-recurring transactions resulting from Phar-Mor's
bankruptcy plan of reorganization; and certain payments to creditors pursuant
to Phar-Mor's bankruptcy plan of reorganization as of July 2, 1994. See Notes
1 and 2 of Phar-Mor's Notes to Consolidated Financial Statements included
elsewhere herein.

PHAR-MOR, INC.
PRO FORMA RESULTS OF OPERATIONS FOR THE FIFTY-TWO WEEKS ENDED JUNE 29, 1996
AND THE FIFTY-TWO WEEKS ENDED JULY 1, 1995

52 WEEKS ENDED 52 WEEKS ENDED
JUNE 29, 1996 JULY 1, 1995
------------------ ------------------

Sales............................... $1,056,252 100.00 % $1,107,222 100.00 %
Less:
Cost of goods sold, including
occupancy and distribution costs.. 875,148 82.86 % 900,814 81.36 %
Selling, general and administrative
expenses.......................... 149,458 14.15 % 158,009 14.27 %
Chapter 11 professional fee accrual
adjustment........................ (1,530) (0.15)% -- --
Depreciation and amortization...... 18,319 1.73 % 18,725 1.69 %
---------- ------ ---------- ------
Income from operations before
interest and income taxes.......... 14,857 1.41 % 29,674 2.68 %
Interest expense.................... (17,465) (1.65)% (16,990) (1.53)%
Interest income..................... 8,614 0.81 % -- --
---------- ------ ---------- ------
Income before income taxes.......... 6,006 0.57 % 12,684 1.15 %
Income tax provision................ 2,676 0.25 % 5,074 0.46 %
---------- ------ ---------- ------
Net income.......................... $ 3,330 0.32 % $ 7,610 0.69 %
========== ====== ========== ======

PRO FORMA RESULTS FOR THE 52 WEEKS ENDED JUNE 29, 1996 (FISCAL YEAR 1996)
COMPARED TO THE PRO FORMA RESULTS FOR THE 52 WEEKS ENDED JULY 1, 1995 (FISCAL
YEAR 1995) (ALL DOLLAR AMOUNTS IN THOUSANDS)

Comparable store sales for fiscal year 1996 were down $50,970 or 4.6% from
fiscal year 1995. This is due to the fact that Phar-Mor has not opened a new
store since September 1992, while competitors have opened a significant number
of new stores in the markets where Phar-Mor operates and the negative impact
of continued penetration of third-party prescription plans and its impact on
Phar-Mor's pharmacy business. Sales improved over the last two quarters of
fiscal year 1996 as a result of Phar-Mor's new marketing approach, which was
launched January 14, 1996. Comparable store sales increased .04% in the fourth
quarter of fiscal year 1996 with June increasing 2.96%. The new marketing
approach included retail price reductions on over 3,000 items and additional
advertising.

Gross profit for fiscal year 1996 was 1.50% of sales lower than fiscal year
1995. Phar-Mor's new marketing approach, which included retail price
reductions on over 3,000 items, resulted in a lower product gross margin.
Inventory shrink and damage expenses were reduced by .42% of sales in fiscal
year 1996 over fiscal year 1995.

Selling, general and administrative expenses for fiscal year 1996 were 0.12%
of sales lower than fiscal year 1995. Increases in advertising expenses to
support the new marketing approach were more than offset by a 16.8% reduction
in corporate overhead costs.

Fiscal year 1996 included $5,479 in interest income on invested cash and
also included $3,135 in interest income received on federal income tax
refunds. The pro forma fiscal year 1995 results assumed Phar-Mor would not
have earned any interest income.

PHAR-MOR, INC.
RESULTS OF OPERATIONS FOR THE FIFTY-TWO WEEKS ENDED JULY 1, 1995
AND THE FIFTY-THREE WEEKS ENDED JULY 2, 1994

52 WEEKS ENDED 53 WEEKS ENDED
JULY 1, 1995 JULY 2, 1994
------------------ ------------------

Sales.................................. $1,412,661 100.00% $1,852,244 100.00%
Costs of goods sold, including
occupancy and distribution costs...... 1,156,928 81.90% 1,522,722 82.21%
---------- ----------
Gross profit........................... 255,733 18.10% 329,522 17.79%
Selling, general and administrative
expenses.............................. 199,863 14.15% 276,887 14.95%
Depreciation and amortization.......... 24,643 1.74% 55,401 2.99%
---------- ----------
Income (loss) from operations before
interest expense, reorganization items
and income taxes...................... 31,227 2.21% (2,766) -0.15%
Interest expense....................... 33,324 2.36% 33,878 1.83%
---------- ----------
Loss before reorganization items and
income taxes.......................... (2,097) -0.15% (36,644) -1.98%
Reorganization items................... 51,158 3.62% 106,450 5.75%
---------- ----------
Loss before income tax benefit......... (53,255) -3.77% (143,094) -7.73%
Income tax benefit..................... (111) -0.01% (331) -0.02%
---------- ----------
Net income (loss)...................... $ (53,144) -3.76% $ (142,763) -7.71%
========== ==========

52 WEEKS ENDED JULY 1, 1995 COMPARED TO 53 WEEKS ENDED JULY 2, 1994 (ALL
DOLLAR AMOUNTS IN THOUSANDS)

During the 52 weeks ended July 1, 1995, Phar-Mor closed 25 stores after
conducting going out of business ("GOB") sales. The projected costs of closing
the stores was recorded as of July 2, 1994 (Phar-Mor's previous year end). In
May 1995, Phar-Mor announced the closing of an additional 41 stores and began
GOB sales at such stores. These additional 41 stores were closed in July 1995.
The projected costs of closing these stores was recorded as of May 6, 1995.
Consequently, the actual operating results for 52 weeks ended July 1, 1995
included below are for 143 stores for the first 44 weeks of the period and 102
continuing stores for the remaining eight weeks of the period. The operating
results for the 53 weeks ended July 2, 1994 included below are for 168 stores.

Net retail sales for the 52 weeks ended July 1, 1995 were $1,412,661, which
was 22.5% less than the comparable 52 week period in 1994 and is primarily due
to the closing of the 41 stores discussed above. Net retail sales for the 102
continuing stores for the comparable period declined by 4.5%. Generally, this
decrease in sales is attributable to (i) the fact that Phar-Mor has not opened
new stores since September 1992, while competitors have opened a significant
number of new stores in those markets where Phar-Mor continues to operate and
(ii) the negative impact of continued penetration of third party prescription
plans and its impact on Phar-Mor's pharmacy business.

The gross profit improvement of 0.31% of sales for the 52 weeks ended July
1, 1995, compared to the 53 weeks ended July 2, 1994, is primarily a result of
Phar-Mor realizing the full benefit of the margin enhancement program
instituted during the 53 weeks ended July 2, 1994.

Selling, general and administrative expenses were 0.80% of sales lower for
the 52 weeks ended July 1, 1995 compared to the 53 weeks ended July 2, 1994.
This is a result of cost reduction programs implemented during the 53 weeks
ended July 2, 1994 and acceleration of the cost reduction activities planned
for fiscal year 1995.

The decrease in depreciation and amortization expense for the 52 weeks ended
July 1, 1995, compared to the 53 weeks ended July 2, 1994, is due primarily to
the write-down of property and equipment that resulted from closing 66 stores
and a $53,211 charge to write-down property and equipment to the lower of
appraised or

net book value as of July 2, 1994 based on an independent appraisal undertaken
in 1994. The appraisal included a physical inspection of property and
equipment at Phar-Mor's corporate headquarters, warehouse and selected retail
store locations. The appraisal was undertaken because Phar-Mor lacked reliable
historical accounting records for property and equipment as a result of the
fraud and because the adverse business conditions concealed by the fraud
dictated an assessment of whether the carrying amount of property and
equipment was overstated. (The adjustment was recorded at July 2, 1994;
consequently, depreciation included in depreciation and amortization for
fiscal 1994 was computed on the unadjusted balances of property and
equipment).

The decrease in interest expense for the 52 weeks ended July 1, 1995,
compared to the 53 weeks ended July 2, 1994, is due primarily to repayment of
approximately $123,000 of principal on prepetition secured debt from the net
proceeds of GOB sales and was partially offset by an increase in interest
rates under Phar-Mor's prepetition revolving credit agreements.

The decrease in reorganization items is due to an increase in interest
income from higher level of funds invested and higher interest rates, gains on
sales of real property in Boardman, Ohio and Jacksonville, Florida,
recognition of a gain in insurance settlement from a claim Phar-Mor asserted
against its insurance carrier seeking reimbursement of monies allegedly
embezzled by certain former officers of Phar-Mor, write-down of property and
equipment recorded in 53 weeks ended July 2, 1994 (as discussed above) and
partially offset by increased costs associated with closing of an additional
66 stores.

FINANCIAL CONDITION AND LIQUIDITY (ALL DOLLAR AMOUNTS IN THOUSANDS)

Phar-Mor's cash position as of June 29, 1996 was $104,265.

On September 11, 1995, Phar-Mor entered into the Phar-Mor Revolving Credit
Facility with Bank America Business Credit, Inc. ("BABC"), as agent, and other
financial institutions (collectively, the "Lenders"), that established a
credit facility in the maximum amount of $100,000.

Borrowings under the Phar-Mor Revolving Credit Facility may be used for
working capital needs and general corporate purposes. Up to $50,000 of the
Phar-Mor Revolving Credit Facility at any time may be used for standby and
documentary letters of credit. The Phar-Mor Revolving Credit Facility includes
restrictions on, among other things, additional debt, capital expenditures,
investments, dividends and other distributions, mergers and acquisitions, and
contains covenants requiring Phar-Mor to meet a specified quarterly minimum
"EBITDA Coverage Ratio" (i.e., the sum of earnings before interest, taxes,
depreciation and amortization, as defined, divided by interest expense),
calculated on a rolling four quarter basis, and a monthly minimum net worth
test. As of the date hereof, Phar-Mor believes it is in compliance with all
such financial covenants.

Credit availability under the Phar-Mor Revolving Credit Facility at any time
is the lesser of the Aggregate Availability (as defined in the Phar-Mor
Revolving Credit Facility) or $100,000. Availability under the Phar-Mor
Revolving Credit Facility, after subtracting amounts used for outstanding
letters of credit, was $76,829 at June 29, 1996. The Phar-Mor Revolving Credit
Facility establishes a first priority lien and security interest in the
current assets of Phar-Mor, including, among other items, cash, accounts
receivable and inventory.

Advances made under the Phar-Mor Revolving Credit Facility bear interest at
the Bank America reference rate plus 1/2% or London Interbank Offered Rate
("LIBOR") plus the applicable margin (as defined in the Phar-Mor Revolving
Credit Facility), which ranges between 1.50% and 2.00%. Under the terms of the
Phar-Mor Revolving Credit Facility, Phar-Mor is required to pay a commitment
fee of 0.28125% per annum on the unused portion of the Phar-Mor Revolving
Credit Facility, letter of credit fees and certain other fees.

There were no outstanding advances under the Revolving Credit Facility at
any time during the forty-three weeks ended June 29, 1996. As of June 29,
1996, there were letters of credit in the amount of $5,384 outstanding under
the Phar-Mor Revolving Credit Facility. The Phar-Mor Revolving Credit Facility
expires on August 30, 1998.

Pursuant to Phar-Mor's bankruptcy plan of reorganization, Phar-Mor and its
lenders agreed to a restructuring of Phar-Mor's obligations. The resulting new
debts are discussed in Notes 8 and 9 to the Notes to Phar-Mor's Consolidated
Financial Statements included elsewhere herein.

Phar-Mor's cash position decreased $3,665 during the 43 weeks ended June 29,
1996 as cash provided by operating activities of $16,014 was offset by $13,829
in cash used for investing activities and $5,850 in cash used for financing
activities.

Phar-Mor generated cash from operations of $16,014 after payments of chapter
11 professional fees of $19,476. Inventories declined $15,534 during the 43
weeks ended June 29, 1996 due to continued emphasis on inventory control and
review of product category profitability. As part of this review Phar-Mor
determined that the music category of goods was not providing an adequate
return on the inventory invested and decided to exit the music category of
goods. The liquidation of this inventory resulted in a $5,713 reduction in
inventory during the 43 weeks ended June 29, 1996.

Phar-Mor increased its cash position by $5,606 from operations and investing
activities during the 9 weeks ended September 2, 1995 and used $121,933 for
bankruptcy reorganization activities including cash distributions pursuant to
its bankruptcy plan of reorganization. Consequently, the net decrease in cash
position during the 9 week period ended September 2, 1995 was $116,327. Other
significant sources and uses of cash during the period were as follows:

. Phar-Mor generated $8,129 from operations after net interest expense
(including adequate protection payments) and professional fees actually
paid that were associated with the bankruptcy proceedings, which totaled
$6,479.
. Phar-Mor invested $649 in property and equipment and $1,874 in rental
video tapes. Phar-Mor generated $11,951 in net proceeds from GOB sales.

. Phar-Mor paid $1,079 of equipment capital lease obligations.

During the 52-week period ended July 1, 1995, Phar-Mor's cash position
increased $29,056. The significant sources and uses of cash for the period
were as follows:

. Phar-Mor generated $84,164 of cash from operations after net interest
expense (including adequate protection payments) and professional fees
actually paid that were associated with the bankruptcy proceedings, which
together totaled $32,592.

. Phar-Mor generated $78,323 from GOB sales and sale of real property in
Boardman, Ohio and Jacksonville, Florida. Of this amount $46,330 was paid
to reduce principal on the Prepetition Revolving Credit Agreement and
senior notes. Phar-Mor also received $3,194 from the sale of leasehold
interests in 13 of the closed stores.

. Phar-Mor invested $9,088 in property and equipment. The investments were
primarily for store right-sizing, merchandising fixtures and financial
systems. Phar-Mor invested $11,925 in video rental tapes.

. Phar-Mor paid $3,744 of equipment capital lease obligations from December
1994 (the date the new leases became effective) through July 1, 1995.

From October 22, 1992 to the effective date of Phar-Mor's bankruptcy plan of
reorganization, Phar-Mor had debtor-in-possession revolving credit facilities.
The maximum amount available under the facilities ranged from $150,000 to
$50,000 during the pendency of the bankruptcy cases. Phar-Mor never borrowed
under the facilities, utilizing the credit availability only for standby
letters of credit of which the maximum amount outstanding during the pendency
of the bankruptcy cases was $9,814.

During the 53 weeks ended July 2, 1994, Phar-Mor's cash position decreased
by $87,242. The significant sources and uses of cash for the period were as
follows:

. Phar-Mor generated $26,331 of cash from operations, after net interest
expense and professional fees associated with the bankruptcy proceedings,
which together totaled $39,400.

. Phar-Mor invested $12,904 in property and equipment. The majority of
funds were invested in computer system development and implementation of
POS scanning system. When fully implemented, these systems are expected
to assist in controlling inventories and shrink at the store level and
increase labor efficiencies. Further, Phar-Mor has invested in store
remodeling to enhance merchandising presentation.

. Phar-Mor invested $13,756 for rental video tape inventory.

. Phar-Mor made principal payments of $76,300 against the Prepetition
Revolving Credit Agreement and Senior Notes, using proceeds from the
store closing sales completed by July 1993.

. Phar-Mor made payments of $12,655 against liabilities required to be
satisfied in the bankruptcy proceedings. Generally, these payments were
for settlements with equipment financiers and amounts due landlords for
rent, common area maintenance, and real estate taxes that accrued between
August 17, 1992 and the date leases on closed stores were rejected.

TRENDS, DEMANDS, COMMITMENTS, EVENTS OR UNCERTAINTIES (ALL DOLLAR AMOUNTS IN
THOUSANDS)

Management believes the availability of the Phar-Mor Revolving Credit
Facility, together with Phar-Mor's current cash position and expected cash
flows from operations for fiscal year 1997 will enable Phar-Mor to fund its
working capital needs and capital expenditures. Achievement of expected cash
flows from operations is dependent upon, among other things, Phar-Mor's
attainment of sales, gross profit and expense levels that are consistent with
its financial projections, and there can be no assurance that Phar-Mor will
achieve its expected cash flows. In connection with the proposed Transaction,
Phar-Mor is seeking the consent of its Lenders under the Phar-Mor Revolving
Credit Facility to continue or to replace the facility. There can be no
assurance that Phar-Mor will obtain the consents necessary to maintain the
facility.

Investment activities for fiscal year 1997 are expected to total $39,486.
The major expenditures are expected to be (i) video rental tapes ($9,399),
(ii) redesigning and remodeling of existing stores ($8,873), (iii) systems and
technology ($7,069), and (iv) new stores ($3,601). Phar-Mor expects to finance
and meet its obligations for these capital expenditures through internally
generated funds and the use of the Phar-Mor's current cash position.

INFLATION

Inflation has not had a significant effect on the results of operations of
Phar-Mor or its internal and external sources of liquidity.

DESCRIPTION OF CABOT NOBLE

GENERAL

Cabot Noble recently was incorporated as a Delaware corporation for the
purpose of facilitating the Transaction. Cabot Noble has not conducted any
activities other than in connection with its organization and the Transaction.
Upon consummation of the Combination, Phar-Mor and ShopKo each will be a
wholly owned subsidiary of Cabot Noble. Cabot Noble will have its headquarters
in Green Bay, Wisconsin. Cabot Noble's fiscal year will end on the Saturday
falling closest to January 31 in each calendar year.

Cabot Noble's business initially will be the combined operations of Phar-Mor
and ShopKo, its proposed wholly owned subsidiaries. These operations are more
fully described in "Description of Phar-Mor" and "Description of ShopKo." The
property of Cabot Noble will be the properties of Phar-Mor and ShopKo, as more
fully described in "Description of Phar-Mor--Properties" and "Description of
ShopKo--Properties." Cabot Noble is a newly formed corporation and is not
currently subject to any legal proceedings. For a discussion of legal
proceedings relating to Phar-Mor and ShopKo, see "Description of Phar-Mor--
Legal Proceedings" and "Description of ShopKo--Legal Proceedings." While
management of Cabot Noble believes that the Transaction will create a combined
entity with resources to compete more effectively on a national basis, Cabot
Noble will be subject to the same competitive factors described under
"Description of Phar-Mor--Competition" and "Description of ShopKo--
Competition" and subject to some of the same risks and limitations as Phar-Mor
and ShopKo as detailed in "Risk Factors."

Management of Cabot Noble will review the operations of Phar-Mor and ShopKo
and, upon completion of such review, will develop plans and proposals
regarding the integration or combination of various aspects of the respective
businesses of ShopKo and Phar-Mor.

DIRECTORS AND EXECUTIVE OFFICERS

As of the Effective Date, the following persons will be the directors and/or
executive officers of Cabot Noble:

NAME AGE POSITION
- ---- --- --------

Robert M. Haft.......... 43 Chairman of the Board, Director and Chief Executive
Officer, Cabot Noble and Phar-Mor
M. David Schwartz....... 51 President and Chief Operating Officer, Phar-Mor
Dale P. Kramer.......... 57 Director, Cabot Noble, President and Chief Executive Officer, ShopKo
William J. Podany....... 50 Executive Vice President and Chief Operating Officer, ShopKo
Daniel J. O'Leary....... 49 Senior Vice President, Chief Financial Officer, Phar-Mor
Jeffrey A. Jones........ 49 Senior Vice President and Chief Financial Officer, ShopKo
John R. Ficarro......... 44 Senior Vice President, General Counsel and Secretary, Phar-Mor
Abbey J. Butler......... 58 Director
Melvyn J. Estrin........ 52 Director
Linda Haft.............. 46 Director
Malcolm T. Hopkins...... 68 Director
Richard M. McCarthy..... 59 Director
Director
Director
Director

For information concerning Robert Haft and each of the Phar-Mor executive
officers and directors listed above, see "Description of Phar-Mor--Directors,
Executive Officers." For information concerning each of the ShopKo executive
officers listed above, see "Description of ShopKo--Executive Officers of
ShopKo."

The Cabot Noble Certificate provides that the number of directors of Cabot
Noble will be not less than three (3) nor more than sixteen (16), subject to
the rights, if any, of holders of preferred stock to elect additional
directors. Directors are divided into three classes serving staggered three-
year terms. At each annual meeting of Cabot Noble's stockholders, successors
to the class of directors whose term expires at such meeting will be elected
to serve for three-year terms and until their successors are elected and
qualified. , and terms expire at the 1997 annual meeting of
stockholders, , and terms expire at the 1998 annual meeting of
stockholders, , and terms expire at the 1999 annual meeting of
stockholders. Officers are elected by, and serve at the discretion of, the
Cabot Noble Board.

The Cabot Noble Certificate provides that the Cabot Noble Board shall have a
majority of "independent directors"; provided, however, that the Cabot Noble
Board as initially constituted pursuant to the Combination Agreement does not
need to meet such requirement. An "independent director" is defined in the
Cabot Noble Certificate as a director who is not (a) an affiliate of Cabot
Noble (except solely because such person is a director of Cabot Noble), or (b)
a present or former officer or employee or any family member of an officer,
director or employee, of Cabot Noble or its subsidiaries.

MANAGEMENT COMPENSATION

The directors and executive officers of Cabot Noble will receive no
compensation from Cabot Noble prior to the Effective Date. Certain of the
directors and executive officers of Cabot Noble are currently directors and/or
executive officers of Phar-Mor or ShopKo and are entitled to compensation and
certain other employment benefits from Phar-Mor and ShopKo, as set forth more
fully in "Description of Phar-Mor--Employment Contracts and Termination of
Employment and Change-in-Control Agreements" and "Description of ShopKo--
Employment Agreements--Executive Officers". See also "Risk Factors--Interests
of Management" and "Certain Transactions" for a discussion of certain
interests of the directors and executive officers of Phar-Mor and ShopKo in
the Transaction.

The following table sets forth the annual cash compensation Cabot Noble
intends to pay commencing as of the Effective Date to its chief executive
officer, each of its other four most highly compensated executive officers and
to all executive officers as a group, for services to be rendered in all
capacities to Cabot Noble and its subsidiaries.

NAE OF INDIVIDUALM ANTICIPATED
OR NUMBER OF ANNUAL
PRSONS IN GROUPE CAPACITIES IN WHICH TO SERVE COMPENSATION
- ------------------ ------------------------------------------------------------ ------------

Robert M. Haft.......... Chairman of the Board and Chief Executive Officer
Dale P. Kramer.......... President and Chief Executive Officer, ShopKo
M. David Schwartz....... President and Chief Operating Officer, Phar-Mor
William J. Podany....... Executive Vice President and Chief Operating Officer, ShopKo
Jeffrey A. Jones........ Senior Vice President and Chief Financial Officer, ShopKo
Executive Officers as a
group
( persons)..........

EMPLOYMENT CONTRACTS

Certain of the directors and executive officers of Cabot Noble have entered
into employment contracts with Cabot Noble or the proposed subsidiaries of
Cabot Noble, which will be effective as of the Effective Date. See
"Description of Phar-Mor--Employment Contracts and Termination of Employment
and Change-in-Control Agreements" and "Description of ShopKo--Employment
Agreements--Executive Officers" for a discussion of the relevant employment
contracts of each of these proposed subsidiaries.

DIRECTOR REMUNERATION

Following the completion of the Transaction, directors who are not employees
of Cabot Noble will receive an annual fee, a meeting fee for every board
meeting attended and each committee meeting held separately and a fee for each
telephonic board meeting or telephonic committee meeting held separately.
Cabot Noble is in the process of determining such fees. All directors will be
reimbursed for out-of-pocket expenses. Cabot Noble may, from time to time and
in the sole discretion of the Cabot Noble Board, grant options to directors
under Cabot Noble's Director Stock Plan, Stock Incentive Plan and Phantom
Stock Plan, each of which is described below.

STOCK INCENTIVE PLAN

Cabot Noble has adopted the Cabot Noble, Inc. 1997 Stock Incentive Plan (the
"Stock Incentive Plan") in order to attract, reward and retain key personnel
(including officers, whether or not directors) of Cabot Noble and its
subsidiaries (including Phar-Mor and ShopKo) and certain other closely related
eligible persons who provide substantial services to such entities ("Eligible
Persons") and to provide them with long-term incentives that are linked to the
performance of the Cabot Noble Shares.

The Stock Incentive Plan is administered by the Compensation Committee of
the Cabot Noble Board (the "Administrator"). A maximum of 5,500,000 Cabot
Noble Shares (subject to adjustment) may be issued upon the exercise of awards
granted under the Stock Incentive Plan. As of the Effective Date, a total of
1,000,000 Cabot Noble Shares will be subject to options granted under such
plan.

The Stock Incentive Plan authorizes the issuance of options and (subject to
plan limitations) certain stock appreciation rights ("SARs"). As is customary
in incentive plans of this nature, the number and kind of shares available
under the Stock Incentive Plan, share limits, and shares subject to
outstanding awards are subject to adjustment in the event of certain
reorganizations, recapitalizations, stock splits, stock dividends, spin-offs,
property distributions or other similar extraordinary transactions or events
in respect of Cabot Noble or the Cabot Noble Shares. Cabot Noble Shares
relating to options or SARs that are not exercised or that expire or are
canceled will again become available for grant purposes under the Stock
Incentive Plan to the extent permitted by law and the plan. Awards may be
repriced or otherwise amended after grant, provided that the amendment does
not adversely affect the holder's rights without his or her consent. A maximum
of Cabot Noble Shares may be subject to options that during any twelve-
month period are granted to any individual Eligible Person under the Stock
Incentive Plan.

The exercise price under the Stock Incentive Plan generally may not be less
than the fair market value of one Cabot Noble Share on the date of grant or
such greater amount as may be determined by the Administrator. An option may
either be an incentive stock option, as defined in the Code, or a non-
qualified stock option. An incentive stock option may not be granted to a
person who owns more than 10% of the total combined voting power of all
classes of shares of Cabot Noble and its subsidiaries unless the exercise
price is at least 110% of the fair market value of the Cabot Noble Shares
subject to the option and such option by its terms is not exercisable after
expiration of five years from the date such option is granted. The aggregate
fair market value of the Cabot Noble Shares (determined at the time the option
is granted) for which incentive stock options may be first exercisable by an
option holder during any calendar year under the Stock Incentive Plan or any
other plan of Cabot Noble or its subsidiaries may not exceed $100,000. To the
extent the aggregate fair market value of such Cabot Noble Shares at the date
of grant exceeds $100,000, the incentive stock options for those Cabot Noble
Shares are treated as non-qualified stock options. A non-qualified stock
option is not subject to any of these limitations.

Full payment for shares purchased on the exercise of any option must be made
at the time of such exercise in cash, in exchange for a promissory note by the
option holder in favor of Cabot Noble, by notice and third party payment, in
Cabot Noble Shares having a fair market value equal to the option exercise
price, or any combination of cash, promissory notes, third party payment and
shares. In addition, option holders may be permitted by the Administrator to
reduce the number of shares to be issued by Cabot Noble, deliver already

owned Cabot Noble Shares or obtain Cabot Noble financed loans in order to
satisfy applicable tax withholding requirements.

Subject to early termination or acceleration provisions (which are
summarized below), an option generally will be exercisable, in whole or in
part, from the date specified in the related award agreement until the
expiration date, all as determined by the Administrator. Earlier expiration
may occur following a termination of service. In no event, however, is an
option under the Stock Incentive Plan exercisable more than ten years after
its date of grant.

In its discretion, the Administrator may grant an SAR concurrently with or
following the grant of an option, including in circumstances involving a
Change in Control (as defined in the Stock Incentive Plan) or termination of
service, which SAR may extend to all or a portion of the shares covered by
such Option. An SAR is the right to receive payment of an amount equal to the
excess of the Fair Market Value (as defined in the Stock Incentive Plan) of
Cabot Noble Shares on the date of exercise of the SAR over the exercise price
of the related option. The Administrator, in its discretion, may provide for
payment upon exercise of an SAR to be solely in Cabot Noble Shares (valued at
Fair Market Value at date of exercise), in cash, or in a combination of Cabot
Noble Shares and cash, or leave the election of cash or stock to the
participant, subject to any applicable legal requirements. No SARs were
outstanding as of the Effective Date, although the Initial Options and future
options may include provisions authorizing the Administrator, in the future,
to permit an offset of shares issuable (valued at their then fair market
value) in lieu of the payment of the exercise price and/or tax withholding
obligation.

The Administrator will have the right to establish, in connection with an
option grant, the effect of a termination of employment on the rights and
benefits under each option granted to an Eligible Person, and the
Administrator may make distinctions based upon the cause of termination.

Upon the occurrence of either (A) a Change in Control Event (as defined in
the Stock Incentive Plan to include, but not be limited to, (i) the approval
by the shareholders of Cabot Noble of a dissolution or liquidation, (ii)
certain agreements of merger, share exchange or consolidation resulting in
Cabot Noble's shareholders, or entities associated or affiliated with them,
holding less than 50% of the voting stock of the surviving entity, (iii) the
sale of substantially all the assets of Cabot Noble as an entirety to a person
that is not an affiliated person of Cabot Noble, (iv) a person or group (other
than Robert M. Haft, Hamilton Morgan or other 25% owners as of the Effective
Date and certain related entities) acquiring beneficial ownership of over 50%
of the voting power, or (v) certain changes in the composition of the Cabot
Noble Board) or (B) under other circumstances (such as a termination of
service), the Administrator, in its discretion, may provide for acceleration
or extension of the exercisability of awards, or provide for certain other
limited benefits, which may include SARs, under some or all awards and may
determine the extent, duration and other conditions of such additional rights
by amendment to outstanding awards or otherwise.

The Cabot Noble Board may terminate or amend the Stock Incentive Plan,
subject to the rights of holders of outstanding options. If an amendment would
(i) materially increase the benefits accruing to Eligible Persons under the
Stock Incentive Plan, (ii) materially increase the aggregate number of shares
that may be issued under the Stock Incentive Plan, or (iii) materially modify
the eligibility requirements for participation under the Stock Incentive Plan,
the amendment, to the extent deemed necessary by the Cabot Noble Board or the
Administrator or then required by applicable law, must be approved by the
shareholders.

No taxable income will be recognized by an option holder upon the grant of a
non-qualified stock option. Upon exercise of a non-qualified stock option, the
option holder will realize ordinary income in an amount measured by the excess
of the Fair Market Value of the shares acquired on the date of exercise over
the exercise price, and Cabot Noble will be entitled to a corresponding
deduction. The option holder's tax basis for the shares acquired will be equal
to their fair market value on the date of exercise. Upon a subsequent sale or
exchange of the shares, the participant will recognize short-term or long-term
capital gain or loss equal to the difference between the amount realized and
the tax basis for the shares sold or exchanged. Cabot Noble will not be
entitled to any further deduction at that time.

No taxable income will be recognized by an option holder upon the grant of
an incentive stock option nor upon its exercise, provided that the exercise
occurs, in general, during employment or within three months after termination
of employment. However, the excess of the Fair Market Value of the shares
acquired by such exercise over their option price is included in determining
the option holder's alternative minimum taxable income subject to the
alternative minimum tax. If shares acquired pursuant to an incentive stock
option are not sold or otherwise disposed of within two years from the date
the option is granted and within one year after the date of exercise, any gain
or loss resulting from disposition of the stock will be treated as long-term
capital gain or loss. If shares acquired upon exercise of an incentive stock
option are disposed of prior to the expiration of such holding periods, the
option holder will recognize ordinary income in the year of such disposition
in an amount equal to the excess of the lesser of the Fair Market Value of the
shares on the date of exercise and the Fair Market Value of the shares on the
date of disposition, over their exercise price. Any remaining gain or loss
will be long or short-term capital gain or loss, depending on how long the
shares were held.

Cabot Noble will not be entitled to any deduction as a result of the grant
or exercise of an incentive stock option, or on a later disposition of the
stock received, except that in the event of a sale of shares received on
exercise in a disqualifying disposition (as described above), Cabot Noble will
be entitled to a deduction equal to the amount of ordinary income recognized
by the option holder.

No taxable income will be recognized by a participant upon the grant of an
SAR, and Cabot Noble will not be entitled to a deduction. Upon the exercise of
an SAR, the participant will generally recognize ordinary income in an amount
equal to the cash and/or Fair Market Value of the shares received, and Cabot
Noble will be entitled to a corresponding deduction. If a participant receives
shares of stock, then the amount recognized as ordinary income becomes the
participant's tax basis for determining gain or loss (taxable either as short-
term or long-term capital gain or loss, depending on whether or not the shares
are held for more than one year) on the subsequent sale of such stock. The
holding period for such shares commences as of the date ordinary income is
recognized.

If, as a result of a Change in Control Event, a participant's awards become
immediately exercisable, the additional economic value, if any, attributable
to the acceleration may be deemed a "parachute payment." The additional value
will be deemed a parachute payment if such value, when combined with the value
of other amounts or payments that are deemed to result from the change in
control, equals or exceeds a threshold amount equal to 300% of the
participant's average annual taxable compensation for the five calendar years
preceding the year in which the change in control occurs. In such case, the
excess of the total parachute payments over such participant's average annual
taxable compensation will be subject to a 20% non-deductible excise tax in
addition to any income tax payable. Cabot Noble will not be entitled to a
deduction for the portion of any parachute payment that is subject to the
excise tax and the excess parachute payment will reduce the $1 million limit
under Section 162(m) of the Code described below.

Notwithstanding the foregoing discussion of the deductibility of
compensation under the Stock Incentive Plan by Cabot Noble, Section 162(m) of
the Internal Revenue Code renders non-deductible to a publicly-held company
compensation to certain employees required to be named in its Summary
Compensation Table in excess of $1 million in any year, unless such excess
compensation is performance-based (as defined) or is otherwise exempt from
these limits on deductibility. The applicable conditions of an exemption for
performance-based compensation (which includes options granted at fair market
value) include, among others, certain substantive, objective standards,
shareholder approval and administrative requirements. No assurances can be
given that the applicable law or regulations will not change or that
compensation under the Stock Incentive Plan to such persons will be deductible
by Cabot Noble.

DIRECTOR STOCK PLAN

Cabot Noble has adopted the Cabot Noble, Inc. 1997 Director Stock Plan (the
"Director Stock Plan"). The Cabot Noble Board believes that the ownership of
Cabot Noble Shares by directors supports the maximization of long-term
shareholder value by aligning the interests of directors with those of
shareholders. The Director

Stock Plan is designed to facilitate the ownership of Cabot Noble Shares by
directors. The purpose of the Director Stock Plan is to promote the long-term
growth of Cabot Noble by enhancing its ability to attract and retain highly
qualified and capable directors with diverse backgrounds and experience and by
increasing the proprietary interest of directors in Cabot Noble.

Under the Director Stock Plan, each director will receive an annual grant of
an option to purchase 5,000 Cabot Noble Shares. If a director begins service
on a date other than the date of the annual meeting of Cabot Noble
Shareholders in any year, the number of shares subject to the option shall be
prorated. In addition, each director may elect to receive Cabot Noble Shares
in lieu of all or a portion of his or her annual retainer. The number of Cabot
Noble Shares issuable in the event of such election will be based upon the
fair market value per Cabot Noble Share (as defined in the Director Stock
Plan) on February 1st in the year of such election, and will be determined by
dividing such fair market value into the amount of the annual retainer that
the director elected to receive in Cabot Noble Shares.

A maximum of 250,000 Cabot Noble Shares will be available for the award of
shares and the grant of options under the Director Stock Plan, subject to
adjustment in the event of stock splits, stock dividends or changes in
corporate structure affecting Cabot Noble Shares. To the extent a stock option
granted under the Director Stock Plan expires or terminates unexercised, the
Cabot Noble Shares allocable to the unexercised portion of such option will be
available for awards under the Director Stock Plan. In addition, to the extent
that shares are delivered (actually or by attestation) to pay all or a portion
of an option exercise price, such shares will become available for awards
under the Director Stock Plan.

The exercise price per share of all stock options granted under the Director
Stock Plan will be 100% of the fair market value per Cabot Noble Share (as
defined by the Director Stock Plan) on the grant date. Options granted under
the Director Stock Plan vest and are exercisable immediately, and may be
exercised until the fifth anniversary of the date of grant. Options may be
exercised either by the payment of cash in the amount of the aggregate option
price or by surrendering (or attesting to ownership of) Cabot Noble Shares
owned by the participant for at least six months prior to the date the option
is exercised, or a combination of both, having a combined value equal to the
aggregate option price of the shares subject to the option or portion of the
option being exercised. Any option or portion thereof that is not exercised on
or before the fifth anniversary of the date of grant shall expire.

The federal income tax consequences of options under the Director Stock
Option Plan are the same as those described above for non-qualified options
under the Stock Incentive Plan.

The Director Stock Plan is administered by the Compensation Committee of the
Cabot Noble Board. The Cabot Noble Board may amend or terminate the Director
Stock Plan at any time, but the terms of any option granted under the Director
Stock Plan may not be adversely modified without the participant's consent.

DIRECTOR PHANTOM STOCK PLAN

The Cabot Noble, Inc. 1997 Director Phantom Stock Plan (the "Phantom Stock
Plan") awards certain deferred compensation to any director of Cabot Noble who
is not an employee of Cabot Noble or a subsidiary of Cabot Noble and who has
served as a director of Cabot Noble, ShopKo or Phar-Mor for at least three
years (an "Eligible Director"). Under the Phantom Stock Plan, Cabot Noble will
establish a phantom stock account for each Eligible Director which is credited
annually by that number of Cabot Noble Shares whose aggregate fair market
value on a date as specified under the Phantom Stock Plan equals the amount of
the then current annual retainer payable to such Eligible Director, or such
other amount as may be determined by resolution of the Compensation Committee
of the Cabot Noble Board. The award is not in the form of actual Cabot Noble
Shares, and no Cabot Noble Shares will be set aside for the benefit of
Eligible Directors under the Phantom Stock Plan. The number of shares in each
phantom stock account is subject to adjustment for dilution and otherwise as
set forth in the Phantom Stock Plan.

Awards made under the Phantom Stock Plan are payable solely in cash upon the
effective date of the first to occur of: (1) the Eligible Director's
resignation from the Cabot Noble Board; (2) the Eligible Director's failure to
be elected or re-elected to the Cabot Noble Board; (3) the retirement of the
Eligible Director from the Board; or (4) death or permanent disability of the
Eligible Director. The amount of the payment will be calculated based upon the
fair market value of the shares of phantom stock recorded in the Eligible
Director's phantom stock account (including all accrued cash dividends) as of
the date of distribution.

No taxable income will be recognized by a director upon the grant of a
phantom stock award, and Cabot Noble will not be entitled to any deduction. A
director will recognize ordinary income upon payment in satisfaction of such
award equal to such payment, and Cabot Noble will be entitled to a
corresponding deduction.

PRO FORMA BENEFICIAL OWNERSHIP OF CABOT NOBLE SHARES

Set forth in the following table is certain information with respect to the
beneficial ownership of Cabot Noble upon consummation of the Transaction, and
certain information with respect to the beneficial ownership of Cabot Noble by
(i) each pro forma holder of five percent or more of the outstanding Cabot
Noble Shares, (ii) all individuals who will be directors of Cabot Noble as of
the Effective Date, (iii) the executive officers named in the Summary
Compensation Table under "--Management Compensation;" and (iv) all directors
and executive officers as of the Effective Date as a group. This table assumes
that all Phar-Mor Shares and ShopKo Shares will be exchanged for Cabot Noble
Shares, and that all outstanding options and warrants to acquire Phar-Mor
Shares or ShopKo Shares will convert to Cabot Noble Options or Cabot Noble
Warrants, respectively. A person or entity is considered to "beneficially own"
any shares (i) over which such person or entity exercises sole or shared
voting or investment power or (ii) which such person or entity has the right
to acquire at any time within 60 days (e.g., through the exercise of options
or warrants).

NUMBER OF
PERCENT CABOT NOBLE SHARES
NAME AND ADDRESS OF AMOUNT AND NATURE OF OF WHICH MAY BE ACQUIRED
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(2) CLASS WITHIN 60 DAYS(3)
------------------- ----------------------- ------- ---------------------

Hamilton Morgan, 4,908,435(4) 8.3% 204,402(5)
L.L.C. .................
3000 K Street, N.W.,
Suite 105
Washington, D.C. 20008
Robert M. Haft........... 4,908,435(6) 8.3% 204,402(5)
20 Federal Plaza West
Youngstown, Ohio 44501
FoxMeyer Health 4,908,435(6) 8.3% 204,402(5)
Corporation.............
1220 Senlac Drive
Carrollton, TX 75006
supervalu inc............ 3,535,600 6.0% --
11840 Valley View Road
Eden Prairie, MN 55440
Dale Kramer.............. 840,000(7) 1.4% 672,000(7)(8)
700 Pilgrim Way
P.O. Box 19060
Green Bay, Wisconsin
54307-9060
William J. Podany........ 360,000(7) * 300,000(7)(8)
700 Pilgrim Way
P.O. Box 19060
Green Bay, Wisconsin
54307-9060
Jeffrey A. Jones......... 192,000(7) * 192,000(7)(8)
700 Pilgrim Way
P.O. Box 19060
Green Bay, Wisconsin
54307-9060
M. David Schwartz........ 76,250 * 70,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
Abbey J. Butler.......... 10,000(9) * 10,000(10)
1220 Senlac Drive
Carrollton, Texas 75006
Melvyn J. Estrin......... 10,000(9) * 10,000(10)
1220 Senlac Drive
Carrollton, Texas 75006

Linda Haft.............. 10,000 * 10,000(10)
20 Federal Plaza West
Youngstown, Ohio 44501
Malcolm T. Hopkins...... 10,000 * 10,000(10)
20 Federal Plaza West
Youngstown, Ohio 44501
Richard M. McCarthy..... 11,304 * 10,000(10)
20 Federal Plaza West
Youngstown, Ohio 44501
[Director]..............
[Director]..............
[Director]..............
All Directors and (11) %
Executive Officers,
including those named
above, as a Group
( persons).............

- --------
(*less than 1%)

(1) No director or executive officer is the beneficial owner of other equity
securities of Cabot Noble or any of its subsidiaries.
(2) Unless otherwise indicated, each person or entity has sole investment
power and sole voting power with respect to the Cabot Noble Shares
beneficially owned by such person or entity.
(3) This column lists the number of Cabot Noble Shares which the named person
or entity has the right to acquire within 60 days after 1996
through the exercise of Cabot Noble Options and Cabot Noble Warrants. The
shares shown in this column are included in the Amount and Nature of
Beneficial Ownership column.
(4) Includes 3,750,000 Cabot Noble Shares owned directly by Hamilton Morgan,
and (i) 954,033 Cabot Noble Shares held directly by FoxMeyer Health, (ii)
91,902 Cabot Noble Shares subject to purchase by FoxMeyer Health within
60 days upon exercise of Cabot Noble Warrants and (iii) 112,500 Cabot
Noble Shares subject to purchase by Mr. Haft within 60 days upon exercise
of Cabot Noble Options (all such shares held directly by FoxMeyer Health
and subject to purchase by FoxMeyer Health and Mr. Haft being
collectively referred to herein as the "Proxy Shares"). Hamilton Morgan
has been granted sole voting power over the Proxy Shares as a result of
irrevocable proxies granted to Hamilton Morgan by FoxMeyer Health and Mr.
Haft. See "Description of Phar-Mor--Potential Changes in Control."
Certain shares indicated as being beneficially owned by FoxMeyer Health
are owned of record by FoxMeyer Drug Company. Information concerning
beneficial ownership of Cabot Noble Shares by FoxMeyer Health is based on
information furnished to Phar-Mor as of September 27, 1996 by FoxMeyer
Health.
(5) Includes 91,902 Cabot Noble Shares subject to purchase by FoxMeyer Health
within 60 days upon exercise of Cabot Noble Warrants and 112,500 Cabot
Noble Shares subject to purchase by Mr. Haft within 60 days upon exercise
of Cabot Noble Options awarded to Mr. Haft (of which Cabot Noble Options
to purchase 102,500 Cabot Noble Shares were awarded under the Stock
Incentive Plan). Pursuant to Mr. Haft's employment agreement with Phar-
Mor, if the Transaction is consummated, Mr. Haft would have the right to
terminate his employment and accelerate the vesting of his options. Mr.
Haft has indicated his intention to continue his employment with Phar-Mor
after consummation of the Transaction. See note 6 below.
(6) Includes 3,750,000 Cabot Noble Shares held directly by Hamilton Morgan
and the 1,158,435 Proxy Shares with respect to which Hamilton Morgan has
sole voting power. See note 4 above. Pursuant to the terms of the
Hamilton Morgan LLC Agreement, all of such Cabot Noble Shares may be
voted only with the consent of Hamilton Morgan's members. As of September
13, 1996, Robert M. Haft and his wife, Mary Z. Haft, as tenants by the
entirety, owned 30.2% of the membership interests in Hamilton Morgan,
Robert Haft is the president of Hamilton Morgan and FoxMeyer Health owned
69.8% of the membership interests in Hamilton Morgan. Accordingly, each
of FoxMeyer Health and Mr. Haft have shared voting power with respect to
all Cabot Noble Shares beneficially owned by Hamilton Morgan. The Proxy
Shares include options to purchase 51,250 Cabot Noble Shares awarded to
Mr. Haft under the Stock Incentive Plan.
(7) Assumes a ShopKo Exchange Ratio of 2.4.
(8) All such Cabot Noble Shares are subject to purchase by the indicated
person within 60 days upon exercise of options subject to the Stock
Incentive Plan.
(9) Messrs. Butler and Estrin are co-chairmen of the board, co-chief
executive officers and major shareholders of FoxMeyer Corporation and
FoxMeyer Health. FoxMeyer Drug Company, a wholly owned subsidiary of
FoxMeyer Corporation, is Phar-Mor's principal supplier of
pharmaceuticals. Messrs. Butler and Estrin disclaim beneficial ownership
of the Cabot Noble Shares shown as being beneficially owned by FoxMeyer
Health, FoxMeyer Drug Company and Hamilton Morgan.
(10) All such Cabot Noble Shares are subject to purchase within 60 days by the
indicated person upon exercise of options subject to the Director Stock
Plan.
(11) Includes 4,908,435 Cabot Noble Shares which Mr. Haft is deemed to
beneficially own, as described above in note 6.

DESCRIPTION OF SHOPKO

GENERAL

ShopKo was founded in 1961 and was acquired by supervalu in 1971. In October
1991, ShopKo completed the initial public offering of ShopKo Shares. ShopKo's
principal executive offices are located at 700 Pilgrim Way, Green Bay,
Wisconsin 54304, and its telephone number is (414) 497-2211. As used herein,
unless otherwise indicated, "ShopKo" includes ShopKo Stores, Inc. and its
consolidated subsidiaries.

ShopKo is a leading regional retailer engaged in the business of providing
general merchandise and health services through its retail stores. As of
September 30, 1996, ShopKo operated 130 retail stores in 15 Upper Midwest,
Pacific Northwest and Western Mountain states. ShopKo is also engaged in the
business of providing health services through its subsidiary, ProVantage,
which specializes in prescription benefit management, mail service pharmacy,
vision benefit management and health care decision support services. These
businesses are conducted throughout the United States. ShopKo has recently
launched a free-standing optical center strategy, which will begin with four
stores by the end of fiscal 1997.

ShopKo conducts business in two business segments: general merchandise and
health services. General merchandise is the sale of softline and hardline/home
goods in retail stores. Health services include professional pharmacy and
optical services provided in the retail stores and the above-referenced
ProVantage services which are provided through other facilities. Financial
information about these segments is included in Note K of ShopKo's Notes to
Consolidated Financial Statements set forth on pages F-15 to F-24.

ShopKo's net sales derived from sales of softline goods were approximately
23% in fiscal year 1996 and 22% in fiscal years 1995 and 1994. Net sales
derived from sales of hardline/home goods were approximately 54%, 58% and 59%
in fiscal years 1996, 1995 and 1994, respectively. ShopKo's net sales derived
from health services were approximately 23%, 20% and 19% in fiscal years 1996,
1995 and 1994, respectively. Net sales in the first half of fiscal 1997
derived from sales of softline goods were approximately 25%, net sales from
sales of hardlines/home goods were approximately 43%, and net sales derived
from health services were approximately 32%. The above sales percentages have
been restated to reflect how ShopKo currently manages its merchandise
assortment.

ShopKo's fiscal year ends on the last Saturday of February. For example,
fiscal 1996 was the period from February 26, 1995 to February 24, 1996.

MERCHANDISING PHILOSOPHY--MANAGEMENT

ShopKo is committed to offering quality merchandise and service in its
stores to meet customers' lifestyle requirements for casual apparel, home,
health and family, selling products at prices which communicate value. ShopKo
strives to differentiate itself from its competition.

Continuous improvement and enhancement of the Vision 2000 concept is
accomplished through ShopKo's multidisciplinary Senior Merchandising and
Marketing Team ("SMMT"). Headed by the Chief Operating Officer, the SMMT
consists of ShopKo's senior executives from the areas of merchandising,
logistics and replenishment, advertising, in-store marketing and store
operations. The SMMT seeks to create a performance-driven culture predicated
on fast, friendly customer service. The SMMT has recently completed an
intensive reengineering of the work processes of ShopKo's central organization
and store operations. The reengineered work processes require centralized
decisions with respect to product selection, pricing, space utilization and
marketing to allow store personnel to focus solely on overall customer
satisfaction through inventory in-stock position, creation of a friendly
shopping environment and simplification of the shopping experience to allow
customers to complete their shopping as quickly as they desire.

With respect to general merchandise, ShopKo's goal is to improve performance
by meeting customer needs more quickly and having more of what people expect
as their lifestyle needs change. ShopKo merchandise has been reorganized into
stratified categories that are defined and driven by customer lifestyles and
end usage. This stratification process has allowed ShopKo to identify and
prioritize growth potentials based on the changing lifestyle needs of its
customers. Through an "infrastructural funding process", ShopKo management
allocates store shelf space, inventory commitments and external advertising
space among the various categories of merchandise. Heavier infrastructure
commitments are given to those categories in which ShopKo has achieved market
dominance and other categories believed by ShopKo management to have the
potential to become categories of dominance. Regular and systematic analysis
of category stratification is performed at various levels as part of ShopKo's
business planning process.

MERCHANDISING AND SERVICES--GENERAL MERCHANDISE

ShopKo carries a wide selection of branded and private label "softline"
goods such as women's, men's and children's apparel, shoes, jewelry, health
and beauty aids, cosmetics and accessories and "hardline/home" goods such as
housewares, home textiles, household supplies, home entertainment products,
small appliances, furniture, music/videos, toys, sporting goods, social
occasion products, candy, snack foods, seasonal and everyday basic categories.
ShopKo's stores carry a broad assortment of merchandise, thus providing
customers with a convenient one-stop shopping source for everyday items.
ShopKo's accommodating customer service policies provide customers with a
pleasant shopping experience.

ShopKo believes that it offers leading brand names in its merchandise lines,
concentrating on brands which have wide customer acceptance and provide
quality and value. In addition, ShopKo has well-developed private label
programs. ShopKo subjects its private label merchandise and direct imports to
independent testing and certification for product performance safety and fit.
In addition, ShopKo's in-house quality assurance and technical design team
analyzes and develops the quality of its fashion offerings. This allows ShopKo
to deliver a better and more consistent product, with greater control and
efficiency.

MERCHANDISING AND SERVICES--HEALTH SERVICES

ShopKo provides professional health care services in most of its stores. Of
ShopKo's 130 stores as of September 30, 1996, 129 include pharmacy centers and
127 include optical centers. In addition to generating store traffic and
building customer loyalty, these services contribute significantly to ShopKo's
overall profitability and provide the opportunity for additional growth. Each
store with pharmacy and optical centers employs or contracts with an average
of approximately three licensed pharmacists, one licensed optometrist and six
opticians. ShopKo's optometrists perform in-store eye exams and prescribe
correctional lenses, most of which are fabricated in ShopKo's 10,000 square
foot centralized optical laboratory and in 77 in-store finishing labs. The in-
store finishing labs typically service other stores in the vicinity and
provide customers with same day or next day optical service for single vision
lenses.

As an expansion of its traditional retail pharmacy services, in fiscal 1994
ShopKo launched its prescription benefit management ("PBM") division by
forming ProVantage Mail Service, a prescription management and mail service
pharmacy that is offered to health care plan sponsors across the country.
Since that time, ProVantage has developed into a full service PBM, providing
custom prescription benefit plan design, a network of approximately 40,000
retail pharmacies, program administration and claims and benefit processing
services to insurance companies, third party administrators and self-funded
health care plan sponsors. In August 1996, ShopKo completed the acquisition of
the CareStream Scrip Card business formerly owned by subsidiaries of FoxMeyer
Health. See "Certain Transactions--CareStream Scrip Card Acquisition."
CareStream Scrip Card is a PBM firm which provides services similar to those
provided by ProVantage. As health care plan sponsors face pressure to reduce
rising health care costs, they are increasingly directing plan participants to
utilize managed care pharmacy benefit programs developed and administered by
PBM firms. These programs control pharmacy costs by supervising decisions
regarding which drugs are dispensed and whether they are dispensed by retail
or mail service pharmacies. ShopKo believes that ProVantage is positioned to
provide health care plan sponsors

with prescription benefit programs that substantially reduce prescription
costs, ultimately reducing the overall cost of health care.

Another recently launched initiative is ProVantage Vision Benefit Management
Service ("VBM"). In August, 1996, ProVantage completed the acquisition of
United Wisconsin Insurance Company's vision benefit management business. This
acquisition gave ProVantage's VBM an immediate market presence in the vision
benefit management industry. The acquired business provides vision benefit
management services to over 100,000 plan participants, and operates through a
provider network of over 900 ophthalmologists and optometrists operating in
over 20 states. This network will eventually be folded into the national
vision benefit network of retail chains and private ophthalmologists and
optometrists that ProVantage is in the process of developing. Through this
network, ProVantage's VBM will also offer to private label its national
network for network participants looking to offer vision benefit management
services to their local-based clients. ProVantage's VBM offers insured as well
as uninsured products, direct services to insurance companies and turnkey
operations for managed care organizations.

In addition, ShopKo is currently developing a new free-standing optical
center strategy, Vision Advantage, starting with a four-store roll out in late
fiscal 1997. This format will focus on providing value-priced, high quality
eye wear that can be manufactured in about an hour. Convenience to the
customer, price and quality will be the primary driving points of this
business, which will leverage heavily off of ShopKo's 18 years of retail
optical experience.

ProVantage is also installing a technology-driven process that will provide
actionable information to decision makers through massive warehousing of
existing data called Decision Support Services ("DSS"). This process will
leverage off of ShopKo's significant technological investment in massively
parallel processing and data base management for its retail business.
ProVantage's DSS initiative will have two focal points. The first will be a
product enhancement for ProVantage's PBM which will facilitate the PBM's roll
out of clinical programs to its clients to lower their overall cost of health
care. This product will work heavily with the prescription data of
ProVantage's customers. The second DSS focal point will be through a stand-
alone company called ProVMed, which will apply these same principles to
enterprise-wide sets of data, including medical data. These applications will
be marketed to a variety of health care plan sponsors, primarily mid-sized
insurance companies and managed care organizations.

MARKETING AND ADVERTISING

ShopKo markets its general merchandise and professional pharmacy and optical
services via weekly newspaper circulars to reach a broad based customer
segment consisting largely of middle income families. These full-color
circulars average 24 pages and feature values in all departments of the stores
and have a circulation of more than 3.5 million. Direct mail vehicles are used
selectively at key promotional periods and have a circulation of more than 5.0
million. All printed advertising materials are designed by ShopKo's in-house
graphic design team and photographed in ShopKo's own photography studio. In
addition to the newspaper circulars, ShopKo uses television and radio
advertising to support the image that ShopKo stores offer quality merchandise
and professional, courteous and expedient service to meet the customer's
lifestyle requirements at prices that communicate real value. ShopKo's
advertising plans are fully integrated with its general merchandise business
plan. All advertising expenditures are allocated on the basis of category
productivity, in accordance with the above-referenced infrastructure funding
process.

ShopKo utilizes an integrated pricing strategy which is a part of its
general merchandise business planning process. ShopKo prices its merchandise
so as to be competitive with its discount retail competitors, utilizing
frequent advertising of a large group of specially priced high demand items to
reinforce its competitive price image and to generate store traffic, rather
than attempting to meet the lowest available price on every item. With its
Vision 2000 strategy, ShopKo believes it has provided its customers with
better product quality, greater variety, timely fashion and a more attractive
upscale shopping environment at generally competitive prices.

ProVantage focuses its marketing efforts on self-funded medical plan
sponsors, third party administrators and insurance companies. ProVantage
markets its services through its own national sales force and a network of
independent brokers. This national sales team customizes each program to meet
each client's needs and cost containment goals.

STORE LAYOUT AND DESIGN

ShopKo stores are designed for customer convenience and for effective
merchandise presentation. The Vision 2000 format features a fashion stage at
the store entrance to create the upscale image of the store. The stores also
feature full assortments of softlines, hard/home lines and professional
pharmacy and optical departments. A significant majority of ShopKo stores now
feature Vision 2000 merchandising, fixturing and product assortments. The
optical and pharmacy departments are placed near the front of the store with
the remainder of the store being laid out in a "racetrack" configuration which
takes customers between and around departments. ShopKo's current promotionally
priced items are prominently displayed.

ShopKo has substantially remodeled its stores using the Vision 2000 format.
Thus far in fiscal 1997, ShopKo opened two new stores and remodeled six stores
under this format. ShopKo expects to continue to explore and test alternative
store layout and display techniques and merchandise mixes. Depending on the
cost of land acquisition, size of store and site preparation work, ShopKo
expects that a typical new store's cost for land acquisition, site
preparation, building and fixturing will approximate $6.0 to $11.0 million.
Remodels, which generally take place approximately every seven to ten years,
usually cost from $0.4 to $1.5 million per store. A store renovation, where
the square footage is expanded or more extensive remodeling is needed, usually
costs from $1.6 to $3.0 million per store.

ShopKo's average store size is approximately 90,000 square feet with
approximately 84% of the stores greater than 74,000 square feet. ShopKo's
traditional new stores are based on one of three standard prototypes; a 99,000
square foot store, an 88,000 square foot store or a 74,000 square foot store.
The prototype selected depends on the community and the retail competition in
the immediate area. In comparison to old versions, ShopKo's current prototypes
feature a greater portion of store square footage dedicated to selling space
and less space dedicated to the storage of inventory.

STORE OPERATIONS AND MANAGEMENT

ShopKo's policies of promoting store management personnel from within and
providing ongoing management training programs provide ShopKo with a pool of
store management talent available to manage new stores as they are opened.
ShopKo's present store managers have been employed by ShopKo in various
positions on an average of more than 14 years, and its assistant managers on
an average of 8 years.

During fiscal 1996, ShopKo focused on re-engineering its core processes and
implemented a new management structure in its stores. These initiatives
increased management productivity and effectiveness while reducing the number
of managers in each store by eliminating processes which were not focused on
providing excellent customer service. As a result of these initiatives, ShopKo
store managers are completely focused on overall customer satisfaction,
through attention to inventory in-stock position and creation of a friendly,
simplified shopping environment.

ShopKo believes that a strong emphasis on customer satisfaction is a key
element in its strategy to differentiate itself from the competition. For the
past three years, ShopKo has engaged the services of a leading national
research firm to conduct its Customer Satisfaction Monitor program to measure
and quantify customer satisfaction in each store. Results have shown that in
fiscal 1996 more than 80% of the customers surveyed gave ShopKo top ratings
for overall satisfaction. ShopKo then gathers additional information from
customers who give ShopKo less than top ratings. This enables management to
clearly understand and address areas of concern and opportunity.

Shopko utilizes a multi-media training program for training its front end
personnel. This program has made the in-store training process more thorough,
consistent and efficient.

ShopKo maintains an extensive loss prevention program. ShopKo believes that
this program, which incorporates a consistently firm stance in dealing with
shoplifting and other forms of theft, has been effective in minimizing its
losses.

PURCHASING AND DISTRIBUTION

ShopKo purchases merchandise from more than 2,400 vendors with its ten
largest vendors accounting for approximately 28% of ShopKo's purchases during
the first half of fiscal 1997. ShopKo believes that most merchandise, other
than branded goods, is available from a variety of sources. ShopKo is working
with its entire supply chain to link its vendors into ShopKo's general
merchandise business planning process to reduce costs and make the
replenishment function more efficient. Approximately 800 vendors were linked
to ShopKo's EDI purchase order systems as of September 30, 1996. Vendors are
now electronically receiving point-of-sale information, allowing them to
respond to changing inventory levels in the stores. ShopKo has also
implemented the use of electronic purchase order acknowledgments issued by
vendors based on the sales information they have received. In addition,
approximately 170 vendors are now electronically transmitting invoices
directly into ShopKo's automated invoice matching system.

ShopKo continues to upgrade its merchandise planning, allocation and control
systems. In addition, SKU level physical inventories continue to significantly
improve perpetual inventory accuracy. ShopKo's management believes these
upgrades and improvements in the physical inventory process will allow ShopKo
to more effectively manage in-stock positions and better manage merchandise
assortment.

Direct imports accounted for approximately 6% of ShopKo's purchases during
the first half of fiscal 1997. ShopKo buys its imported goods, principally in
the Far East, and ships the goods to its distribution centers for distribution
to the stores.

Recent expansions of ShopKo's three distribution centers have enabled ShopKo
to increase the proportion of its merchandise purchased directly from
manufacturers (thus reducing its cost of goods), to reduce direct vendor-to-
store deliveries (thus reducing freight charges and cost of goods through
consolidated volume purchasing) and to increase the pick and pull capabilities
allowing ShopKo to enhance the effectiveness and efficiency of its store
replenishment process. ShopKo anticipates that these cost reductions will help
it remain price competitive. During the first half of fiscal 1997,
approximately 86% of the merchandise sold by ShopKo (excluding optical and
pharmaceutical products) flowed through its distribution centers.

ShopKo's shoe department (other than athletic shoes) is in every store and
is the principal department operated by a third party under license. ShopKo
retains a percentage of the gross proceeds collected as rent.

MANAGEMENT INFORMATION SYSTEMS

ShopKo uses information technology to improve customer service, reduce
operating costs and provide information for management decision support.
ShopKo utilizes modern point-of-sale terminal systems for electronic price
lookup and tracking sales information at store and SKU level. Integrated earth
satellite communications systems are used to provide on-line credit card and
check authorization. Portable radio-frequency terminals are used extensively
in the stores for merchandise receiving, stocking, replenishment, pricing and
label printing. ShopKo also makes extensive use of automated labor scheduling
systems within the stores.

ShopKo's new pharmacy and optical systems have enhanced business and record
keeping efficiencies and improved ShopKo's ability to pursue third party
contracts. ShopKo's prescription benefit management division operates an
electronic network tying in approximately 40,000 retail pharmacies to process
third-party claims.

ShopKo's warehouse management and financial systems are state-of-the-art
software packages. The warehouse management systems operate in a distributed
processing environment, providing complete warehouse functionality such as
conveyor control and direction of picking and put away processes via portable
radio-

frequency terminals. The warehouse management systems communicate back to the
central computers over the earth satellite network to update perpetual
inventory records and accounting systems. The financial systems provide
complete retail general ledger, accounts payable, asset management and payroll
functions.

ShopKo is aggressively moving from a purely mainframe environment to a
networked client/server architecture throughout the corporation. All stores,
distribution centers and corporate offices are now electronically connected
for transaction processing, electronic mail and multi-media training.

ShopKo is in the process of replacing its merchandising applications with
new, open architecture client/server applications running on a massively
parallel processor. Utilizing world-class technology, these new applications
are the result of a large scale retail systems integration strategy. Several
of these new applications were completed within the last year, with the
remainder to be completed during fiscal 1998.

Many of ShopKo's merchandising and health service applications are highly
data intensive. ShopKo has implemented advanced data warehousing and decision
support applications running on the massively parallel computer to provide
timely and actionable information to decision makers within ShopKo, and to our
health services clients over the Internet.

EXPANSION

ShopKo opened five new stores in fiscal 1996, and two new stores in fiscal
1997, one of which was a relocation. ShopKo also plans to open four free-
standing optical centers as part of a new retail format being developed in
fiscal 1997. With respect to expansion plans after fiscal 1997, ShopKo is de-
emphasizing the construction of traditional new stores, and is reviewing
alternative store growth options. With respect to store remodels, ShopKo
completed 13 remodels under the VISION 2000 format during fiscal 1996. The
rate of remodeling activity in fiscal 1996 was substantially reduced compared
to fiscal 1995 and is expected to approximate the future annual level of major
remodels based on a seven to ten year cycle. Six of the seven store remodel
projects planned by ShopKo for fiscal 1997 have been completed. The seventh
remodel will be completed during the third quarter of fiscal 1997. Store
expansion and remodeling plans are subject to change and normal delays.

ProVantage is intensifying its marketing efforts and anticipates continued
growth in the number of plan participants during fiscal 1997. As of August 1,
1996, ProVantage has over 4 million plan participants under management,
including 1.2 million plan participants from the recent acquisition of
CareStream Scrip Card. This is compared to the 1.6 million plan participants
under management at the end of fiscal 1996 and 0.6 million plan participants
under management at the end of fiscal 1995. Plan participants are persons who
are enrolled in or are entitled to company managed prescription benefits under
a health plan.

Another recently launched initiative is ProVantage Vision Benefit Management
Service ("VBM"). In August, 1996, ProVantage completed the acquisition of
United Wisconsin Insurance Company's vision benefit management business. This
acquisition gave ProVantage's VBM an immediate market presence in the vision
benefit management industry. The acquired business provides vision benefit
management services to over 100,000 plan participants, and operates through a
provider network of over 900 ophthalmologists and optometrists in 20 states.
This network will eventually be folded into the national vision benefit
network of retail chains and private opthamologists and optometrists that
ProVantage's VBM is in the process of developing. Through this network, VBM
offers a variety of flexible products including prepaid vision plans, primary
eye care, integrated medical surgical plans, and discount plans. ProVantage's
VBM will also offer to private label its national network to network
participants looking to offer vision benefit management services to their
local-based clients. ProVantage's VBM offers insured as well as uninsured
products, direct services to insurance companies and turnkey operations for
managed care organizations.

quality eyewear that can be manufactured in about an hour. Convenience to the
customer, price and quality will be the primary driving points of this
business, which will leverage heavily off of ShopKo's 18 years of retail
optical experience.

Finally, ProVantage is installing a technology-driven process that will
provide actionable information to decision makers through massive warehousing
of existing data called DSS. This process will leverage off of ShopKo's
significant technological investment in massively parallel processing and data
base management for its retail business. ProVantage's DSS initiative will have
two focal points. The first will be a product enhancement for ProVantage's PBM
which will facilitate the PBM's roll out of clinical programs to its clients
to lower their overall cost of health care. This product will work heavily
with the prescription data of ProVantage's customers. The second DSS focal
point will be through a stand-alone company called ProVMed, which will take
these same principles and apply them to enterprise-wide sets of data,
including medical data. These applications will be marketed to a variety of
health care plan sponsors, primarily mid-sized insurance companies and managed
care organizations.

COMPETITION

The discount general merchandise business is very competitive. ShopKo
competes in most of its markets with a variety of national, regional and local
discount stores. In addition, department stores compete in some branded
merchandise lines, discount specialty retail chains compete in some
merchandise lines such as electronics and toys, and drug and optical
operations compete with some of ShopKo's pharmacy and optical centers. ShopKo
believes that the principal competitive factors in its markets include store
location; pricing; breadth and quality of product selection; attractiveness
and cleanliness; responsiveness to changing customer tastes and regional and
local trends; customer service; in-stock availability of merchandise; and
advertising.

ShopKo's principal national general merchandise discount chain competitors
are Wal-Mart, Kmart and Target, each of which is substantially larger than,
and has greater resources than, ShopKo. Kmart stores directly compete with
approximately 92% of ShopKo's stores and Target stores directly compete with
approximately 52% of its stores. In addition, ShopKo estimates that at the end
of fiscal 1996, approximately 80% of its stores were either in direct
competition with or indirectly impacted by the presence of a Wal-Mart store.
ShopKo also competes with regional chains in some markets in the Midwest and
the Pacific Northwest. It appears Wal-Mart intrusions have slowed as the
number of openings in fiscal 1997 will be less than fiscal 1996. However,
ShopKo will experience an increase in Target intrusion as Target has opened
five new units and will open one more unit in ShopKo markets in fiscal 1997,
including three in the Salt Lake City market. Some of the Wal-Marts and
Targets that will be opening in fiscal 1997 in ShopKo's markets will be super
centers, stores containing a wider selection of general merchandise and
grocery items.

Historically, the entry of one of these chains into an area served by one of
ShopKo's stores generally has had an adverse effect on the affected ShopKo
store's sales growth for approximately 12 months. After the 12 month time
period, the ShopKo store generally has resumed a positive growth trend. Such
entry often has resulted in permanently intensified price competition.
ShopKo's efficiency measures and distribution center expenditures are
important aspects of its efforts to maintain or improve operating margins and
market share in these markets.

The prescription benefit management industry is a dynamic growing
marketplace and very competitive. ShopKo believes that ProVantage's primary
competitive advantages are advanced technologies which allow it to be a low
cost operator able to offer flexibility in plan design and its high quality of
service. ProVantage competes for health
care clients with a number of prescription benefit management companies
including PCS Health Systems, Inc. (a subsidiary of Eli Lilly and Co.), Merck-
Medco Managed Care, Inc. (a subsidiary of Merck & Co., Inc.), Express Scripts,
Inc., Caremark International, Inc., (a subsidiary of MedPartners, Inc.), TDI,
Inc. (a subsidiary of Thrift Drug Company, Inc.), Value Rx (a subsidiary of
Value Health, Inc.) and Diversified Pharmaceutical Services, Inc. (a
subsidiary of SmithKline Beecham), many of which are substantially larger than
ProVantage and each of which has considerable resources.

100

SEASONALITY

The general merchandise operations of ShopKo are highly seasonal, with the
third and fourth fiscal quarters contributing a significant part of ShopKo's
earnings due to the Christmas selling season. Because ShopKo's fiscal year
ends on the last Saturday in February, the Christmas selling season impacts
both the third and fourth fiscal quarters.

EMPLOYEES

As of September 18, 1996, ShopKo employed approximately 18,650 persons, of
whom approximately 9,150 were full-time employees and 9,500 were part-time
employees. During the Christmas shopping season, ShopKo typically employs
approximately 2,000 additional persons on a temporary basis. None of ShopKo's
employees are covered by collective bargaining agreements.

GOVERNMENT REGULATION

ShopKo's health services business is subject to extensive federal and state
laws and regulations governing, among other things: licensure and operation of
retail optical centers; licensure and operation of retail and mail service
pharmacies; labeling, packaging, advertising and promotion of prescription
drugs; dispensation of controlled substances; restrictions and guidelines on
referral payments and reimbursement under federal and state medical assistance
programs; and restrictions, controls, licensure and registration regulations
pertaining to prescription benefit managers, such as "open panel" laws
requiring network sponsors to allow participation by any retail pharmacy which
is willing to abide by the terms of the applicable health plan.

Legislative and regulatory initiatives pertaining to such health care
related issues as reimbursement policies, payment practices, therapeutic
substitution programs, and other health care cost containment issues are
frequently introduced at both the state and federal level. ShopKo is unable to
predict accurately whether or when legislation may be enacted or regulations
may be adopted relating to ShopKo's health services operations or what the
effect of such legislation or regulations may be.

ShopKo's management believes ShopKo is in substantial compliance with, or is
in the process of complying with, all existing statutes and regulations
material to the operation of ShopKo's health services business and, to date,
no state or federal agency has taken enforcement action against ShopKo for any
material non-compliance, and to ShopKo's knowledge, no such enforcement
against ShopKo is presently contemplated.

PROPERTIES

As of September 30, 1996, ShopKo operated 130 retail stores located in 15
Upper Midwest, Western Mountain and Pacific Northwest states. The following
table sets forth the geographic distribution of ShopKo's present stores:

STATE # OF STORES
----- -----------

California.............. 1
Colorado................ 3
Idaho................... 8
Illinois................ 3
Iowa.................... 3
Michigan................ 4
Minnesota............... 13

STATE # OF STORES
----- -----------

Montana.................. 5
Nebraska................. 11
Nevada................... 3
Oregon................... 4
South Dakota............. 6
Utah..................... 15
Washington............... 10
Wisconsin................ 41
---
TOTAL................... 130

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Of ShopKo's 130 stores, ShopKo Stores, Inc. owns the land and building
outright with respect to 84 stores, owns the building subject to a ground
lease with respect to four stores and leases the land and building with
respect to 10 stores. ShopKo's wholly owned subsidiary, ShopKo Properties,
Inc., owns the land and building outright with respect to 27 stores, owns the
building subject to a ground lease with respect to three stores, and leases
the land and building with respect to one store. The ground leases expire at
various dates ranging from 2012 through 2038 and the other leases expire at
various dates ranging from 1997 through 2020.

ShopKo's other principal properties are as follows:

SQ. FT OF
LOCATION USE BUILDING SPACE TITLE
-------- --- -------------- ------

Green Bay, WI........... Corporate Headquarters 228,000 Owned
Wisconsin Rapids, WI.... Information Services Dept. 1,300 Leased
Satellite Office
De Pere, WI............. Distribution Center 265,000 Owned
Boise, ID............... Distribution Center 210,000 Owned
Omaha, NE............... Distribution Center 50,000 Owned
Green Bay, WI........... ProVantage Mail Service 10,000 Leased
Brookfield, WI.......... ProVantage Claims Processing /Admin. 6,900 Leased
Office Facility
Lawrence, WI............ Corporate Headquarters--South 114,300 Owned
Annex
Elm Grove, WI........... ProVantage Claims Processing/ 5,300 Leased
Administrative Office Annex

LEGAL PROCEEDINGS

ShopKo is involved in various litigation matters arising in the ordinary
course of its business. ShopKo's management believes that none of this
litigation will have a material adverse effect on ShopKo's financial condition
or results of operations.

EXECUTIVE OFFICERS OF SHOPKO

SERVED IN
CURRENT EMPLOYED
POSITION BY SHOPKO
NAME AGE* POSITION SINCE SINCE
---- ---- -------- --------- ---------

Dale P. Kramer.......... 57 President, Chief Executive Officer & Director 1991 1971
William J. Podany....... 50 Executive Vice President, Chief Operating 1996 1994
Officer
Michael J. Bettiga...... 42 Senior Vice President, Health Services 1995 1977
Roger J. Chustz......... 46 Senior Vice President, General Merchandise 1993 1993
Manager, Apparel
Gary B. Hammond......... 48 Senior Vice President, Stores 1995 1970
Steven T. Harig......... 42 Senior Vice President, Planning, Replenishment 1993 1989
and Analysis, Distribution
Thomas D. Hendra........ 50 Senior Vice President, General Merchandise 1991 1970
Manager, Hardlines
Michael J. Hopkins...... 46 Senior Vice President, General Merchandise 1995 1995
Manager, Home
Jeffrey A. Jones........ 49 Senior Vice President, Chief Financial Officer 1993 1993
Rodney D. Lawrence...... 39 Senior Vice President, Store Marketing, Store 1996 1996
Planning
David A. Liebergen...... 50 Senior Vice President, Human Resources 1993 1973
L. Terry McDonald....... 53 Senior Vice President, Marketing 1994 1994
James F. Tucker......... 52 Senior Vice President, Chief Information Officer 1995 1994

- --------
* As of September 30, 1996

102

There are no family relationships between or among any of the executive
officers of ShopKo.

The term of office of each executive officer is from one annual meeting of
the directors until the next annual meeting of directors or until a successor
for each is selected.

There are no arrangements or understandings between any of the executive
officers of ShopKo and any other person (not an officer or director of ShopKo
acting as such) pursuant to which any of the executive officers were selected
as an officer of ShopKo.

Each of the executive officers of ShopKo has been in the employ of ShopKo
for more than five years, except for William J. Podany, Jeffrey A. Jones,
Roger J. Chustz, Rodney D. Lawrence, Terry McDonald, James F. Tucker and
Michael J. Hopkins.

Mr. Kramer has been a director of ShopKo since August 1991 and President and
Chief Executive Officer of ShopKo since February 1991. Prior thereto, he
served as ShopKo's Executive Vice President from April, 1983 to February 1986
and its Executive Vice President and Chief Operating Officer from February
1986 to February 1991. Mr. Kramer has been employed by ShopKo in various
positions since 1971.

Mr. Podany has been Chief Operating Officer of ShopKo since May 1996 and
Executive Vice President since November, 1994. His areas of responsibility
include merchandising, marketing, logistics and store operations. He has held
senior merchandising executive officer positions with Allied Stores, May
Department Stores and Carter Hawley Hale (renamed Broadway Stores, Inc.) since
1978. From 1992 to 1994, Mr. Podany was Executive Vice President-Merchandising
of Carter Hawley Hale, a federation of four department store chains. From 1987
to 1992, he was Senior Vice President and General Merchandise Manager of
Thalheimer's and Sibley's, both divisions of May Department Stores. Mr. Podany
has held a broad range of other retail merchandising positions since beginning
his career in 1969.

Mr. Bettiga has been Senior Vice President-Health Services since February
1995. Prior to this promotion, he was Vice President-Health Services, a
position he held since October, 1993. Mr. Bettiga is responsible for all of
ShopKo's pharmacy and optical operations with ShopKo. He also oversees all
Managed Care business and is actively involved in merchandising
responsibilities. Prior to that, he has held the position of Vice President of
Pharmacy as well as various other positions since 1977.

Mr. Chustz has been Senior Vice President, General Merchandise Manager,
Apparel of ShopKo since October 1993. Mr. Chustz also served as Vice
President, General Merchandise Manager, Apparel from March 1993 to October
1993. Mr. Chustz was employed by Maison Blanche in various positions from 1975
through 1992, most recently as Senior Vice President, General Merchandising
Manager. Mr. Chustz also served as President of Brocato immediately prior to
joining ShopKo.

Mr. Hammond currently holds the position of Senior Vice President of Stores.
Prior to this promotion in 1993, Mr. Hammond held the positions of Regional
Vice President, Regional Manager, District Manager and Store Manager. Mr.
Hammond's career began with ShopKo in 1970 in Marquette, Michigan.

Mr. Harig has been Senior Vice President Planning, Replenishment and
Analysis, Distribution & Transportation since October 1993. Prior thereto, he
was Vice President-Inventory, Merchandise Forecasts, Replenishment and EDI of
ShopKo since February 1990 and served as its Vice President-Special Projects
from May 1989 to February 1990. Mr. Harig was employed by Wal-Mart Stores,
Inc. in various positions from 1978 to May 1989, most recently as Vice
President, International Merchandising.

Mr. Hendra has been Senior Vice President, General Merchandise Manager-
Hardlines since March 1991, and served as its Vice President-Hardlines
Merchandising from January 1986 to March 1991. Mr. Hendra has been employed by
ShopKo in various other positions since 1970.

103

Mr. Hopkins has been Senior Vice President, General Merchandise Manager-Home
since November 1995. From 1992 to 1995, Mr. Hopkins was Senior Vice President
Merchandise Planning and Distribution at Broadway Stores, Inc. (renamed Carter
Hawley Hale). Prior thereto, Mr. Hopkins served as Senior Vice President and
General Merchandise Manager of Home with Broadway Southwest division of Carter
Hawley Hale from 1985 to 1992.

Mr. Jones has been Senior Vice President and Chief Financial Officer of
ShopKo since November 1993. Mr. Jones was Senior Vice President and Chief
Financial Officer for Trans World Music Corporation from 1990 through 1993.
Mr. Jones also held various executive positions at Household Merchandising,
Inc. and Lane Bryant, Inc., a subsidiary of The Limited, Inc.

Mr. Lawrence has been Senior Vice President, Store Marketing and Store
Planning since May 20, 1996. Prior thereto, he was Vice President Store
Planning with Broadway Stores, Inc. from 1994 to 1996. Mr. Lawrence was
Director of Store Planning with Carter Hawley Hale Stores, Inc. in Los Angeles
in 1992 to 1994 and Vice President Visual Merchandising with Broadway
Southwest, Mesa, Arizona in 1989 to 1992.

Mr. Liebergen has been Senior Vice President-Human Resources since October,
1993. Mr. Liebergen served as Secretary of ShopKo from August, 1991 to
October, 1995. Prior to that time, he was Vice President-Human Resources,
Government Affairs, Loss Prevention of ShopKo since 1986 and has been employed
by ShopKo in various other positions since 1973.

Mr. McDonald has been Senior Vice President, Marketing of ShopKo since July
1994. Mr. McDonald was Senior Vice President, Marketing with Payless Shoe
Source from 1988 to 1994 and Senior Vice President Advertising & Sales
Promotion with M. O'Neil Co., from 1986 to 1988. Payless Shoe Source and M.
O'Neil Co. are both divisions of May Department Stores. Mr. McDonald also held
various merchandising and marketing positions with Cain-Sloan Co., an Allied
Stores Division, including Vice President, General Merchandise Manager, Home
and Vice President Advertising and Sales Promotion.

Mr. Tucker has been Senior Vice President/Chief Information Officer of
ShopKo since February 1995 and served as Vice President, Management
Information Services from January 1994 to February 1995. Mr. Tucker was Vice
President of Management Information Services with Trans World Music
Corporation from 1991 through 1993. Mr. Tucker was also Vice President of
Management Information Services with Chess King, Division of Melville
Corporation, from 1984 until 1991.

EMPLOYMENT AGREEMENTS--EXECUTIVE OFFICERS

On the Effective Date, ShopKo will enter into employment agreements with
Dale Kramer, William Podany and Jeffrey Jones pursuant to which Mr. Kramer
will serve as President and Chief Executive Officer of ShopKo, Mr. Podany will
serve as Executive Vice President and Chief Operating Officer of ShopKo and
Mr. Jones will serve as Senior Vice President and Chief Financial Officer of
ShopKo. Each of Messrs. Kramer, Podany and Jones (collectively, the "ShopKo
Executives") also will serve as members of the Chairman's Council of Cabot
Noble. The agreement with Mr. Kramer will terminate one day before the third
anniversary of the Effective Date and the agreements with Messrs. Podany and
Jones will terminate one day before the second anniversary of the Effective
Date (respectively, the "Stated Term"), in each case unless earlier terminated
in accordance with the terms of the respective agreements. See "Certain
Transactions--Employment Agreements--Executive Officers."

INDEMNIFICATION OF OFFICERS AND DIRECTORS

ShopKo's Articles provide for the indemnification of directors and officers
of ShopKo to the full extent permitted by the Minnesota Law. ShopKo has
entered into agreements to indemnify its directors, and may enter into
agreements to indemnify certain officers, in addition to the indemnification
provided for in the Bylaws. These agreements will, among other things,
indemnify ShopKo's directors and certain of its officers to the full

104

extent permitted by the Minnesota Law for any claims, liabilities, damages,
judgments, penalties, fines, settlements, disbursements or expenses (including
attorneys' fees) incurred by such person in any action or proceeding,
including any action by or in the right of ShopKo, on account of services as a
director or officer of ShopKo. ShopKo believes that these provisions and
agreements are necessary to attract and retain qualified persons as directors
and officers.

SEVERANCE AGREEMENTS

ShopKo has entered into change of control severance agreements (the
"Severance Agreements") with certain officers of ShopKo, including those
officers identified in the "Executive Officers of ShopKo" table above. The
Severance Agreements provide that, if, within two years after a "Change of
Control" (as defined below), ShopKo terminates the individual's employment
other than for cause (as defined in the Severance Agreements) or disability,
or the individual terminates the individual's employment for "Good Reason" (as
defined in the Severance Agreements), then the individual will be entitled to
a lump-sum cash payment equal to (1) a multiple of one, two or three times the
individual's annual base salary, plus (2) a multiple of one, two or three
times the individual's average annual bonus for the three fiscal years
immediately preceding the date of termination. The multiple referred to in
this paragraph is three for Mr. Kramer and two for each of the other executive
officers of ShopKo, including Messrs. Podany and Jones. Each individual would
also receive his salary through the date of termination and all other amounts
owed to the individual at the date of termination under ShopKo's benefit
plans. In addition, under such circumstances, the individual will be entitled
to continued health and dental coverage for the individual and the
individual's family for a one, two or three year period after the date of
termination. The Severance Agreements provide that if certain amounts to be
paid thereunder constitute "parachute payments," as defined in Section 280G of
the Code, the severance benefits owed to the individual may be decreased, but
only if the result is to give the individual a larger after-tax benefit than
if the payments are not reduced. The individual is permitted to elect the
payments to be reduced.

A "Change of Control" is defined as occurring if (1) any person or group
acquires 20% or more of ShopKo's outstanding common stock or voting
securities, (2) the incumbent directors cease to constitute at least a
majority of the ShopKo Board, (3) the shareholders approve a merger,
consolidation, reorganization or sale or other disposition of all or
substantially all of the assets of ShopKo, or (4) the shareholders approve a
complete liquidation or dissolution of ShopKo. The Transaction will constitute
a Change of Control under the Severance Agreements.

Once the employment agreements for Messrs. Kramer, Podany and Jones,
described above at "--Employment Agreements--Executive Officers," are
executed, the severance agreements for these three individuals will be
superseded and of no further effect.

105

DESCRIPTION OF PHAR-MOR

GENERAL

Phar-Mor operates a chain of discount retail drugstores devoted to the sale
of prescription and over-the-counter drugs, health and beauty care products,
baby products, pet supplies, cosmetics, greeting cards, groceries, beer, wine,
tobacco, soft drinks, video rental and seasonal and other general merchandise.
As of June 29, 1996, Phar-Mor operated 102 stores in 22 metropolitan markets
in 18 states under the name of Phar-Mor(R). Approximately 51% of Phar-Mor's
stores are located in Pennsylvania, Ohio and West Virginia, and approximately
24% are located in Virginia, North Carolina and South Carolina. Phar-Mor's
principal executive offices are located at 20 Federal Plaza West, Youngstown,
Ohio 44501-0400. Unless otherwise stated, all statistics in "Description of
Phar-Mor" were compiled as of June 29, 1996.

TOTAL CHAIN SALES BY PRODUCT TYPE
(for the 52-week period ended June 29, 1996)

DRUGSTORE: 45%
Includes health & beauty care products,
cosmetics, greeting cards, seasonal goods
and other general merchandise
CONSUMABLES: 28%
Includes grocery, snacks, beer, wine,
tobacco and soft drinks
PHARMACY: 24%
Includes prescription and over-the-counter
drugs
VIDEO AND VIDEO RENTALS: 3%

On September 11, 1995 Phar-Mor became a publicly traded, $1 billion
drugstore chain with 102 individually profitable stores. Phar-Mor's new senior
management team implemented a series of fundamental changes designed to
achieve operating profitability. Phar-Mor:

. Implemented an enhanced advertising and marketing program that included
reducing prices on over 3,000 high volume items in every product
category;

. Increased advertising expenditures and frequency, highlighted by 8 to 24-
page weekly inserts;

. Introduced a program that guaranteed the "lowest prescription price or
it's free;"

. Enhanced the store within a store concept by improving its drugstore and
food store operations, and adding new features such as the "discount book
store", "$0.39 card store", "Pet Place", "Kodak film kiosk", and club-
store "two-ton items";

. Reduced the number of stores and focused on a core group of high volume,
profitable stores with over 60% of stores concentrated in Pennsylvania,
Ohio, Virginia and West Virginia;

. Reduced the number of warehouses and increased out-sourcing of product
distribution;

. Introduced point of sale (POS) scanning in all stores;

. Installed a new pharmacy software system;

. Installed a new warehouse logistics system;

. Reduced the number of corporate personnel by 75%; and

. Reduced the number of stock keeping units (SKUs) by 20,000.

Except for historical information contained herein, the matters concerning
Phar-Mor discussed in this Joint Proxy Statement/Prospectus are forward-
looking statements which involve risks and uncertainties including, but

106

not limited to, economic, competitive, governmental and technological factors
affecting Phar-Mor's operations, markets, products, services and prices and
other factors discussed in Phar-Mor's filings with the Commission.

OPERATIONS

Typically, Phar-Mor stores are open 95 hours per week; pharmacies are
typically open 77 hours per week. The average store has approximately 50
employees, including a store manager, co-manager, assistant manager and
department managers, pharmacy manager and pharmacists, and office and cashier
supervision. Overall, Phar-Mor had 5,389 employees at June 29, 1996.
Approximately 208 warehouse and distribution center employees in Youngstown
are members of the Teamsters Union under contract which expires March 1, 1998.
Sixty-three employees at Phar-Mor's Niles, Ohio store are members of the
United Food and Commercial Workers Union under contract which expires October
12, 1997.

Phar-Mor is committed to customer service and encourages employees to be
responsive to customer needs and concerns. The remerchandising and remodeling
of stores (discussed below) is designed to further ease and make the
customer's shopping experience pleasurable. The number of open checkout lanes
is closely monitored to facilitate the efficient and comfortable checkout of
customers. These philosophies are regularly communicated and reinforced by
Phar-Mor to its employees.

Thorough education and training in store operations is provided at every
level. Computer-based training, on and off-site training, video training, and
teleconferences are a few of the training methods used. Phar-Mor believes that
such training enables efficiency and understanding within store operations.

The typical trade area for a Phar-Mor store includes approximately 105,000
people in 41,000 households within an area of between five and seven miles. On
average during fiscal 1996, each store served approximately 12,500 customers
per week. Phar-Mor's customers are approximately 52% female, with a median age
of 35.5 years, and a median household income of approximately $33,000.
Approximately 24% of customer households have children 17 years old and under.

Phar-Mor stores accept payment in cash, check, credit cards and payment from
third party providers of prescription services.

Phar-Mor's purchasing, pricing, advertising, merchandising, accounting and
supervisory activities are centrally directed from Phar-Mor's corporate
headquarters. Phar-Mor purchases substantially all of its merchandise either
directly from manufacturers or from wholesalers under various types of
purchase arrangements. FoxMeyer Drug Company, a pharmaceutical distributor and
an affiliate of Phar-Mor, accounted for approximately 24% of Phar-Mor's
purchases and Riser Foods, Inc., a grocery wholesaler, accounted for
approximately 5.4% of Phar-Mor's purchases during fiscal 1996. The purchase of
pharmaceutical products by Phar-Mor from FoxMeyer Drug Company is governed by
a Supply Agreement dated as of August 17, 1992 which expires the later of
August 17, 1996 or once a minimum volume of purchases has been made (the
"FoxMeyer Supply Agreement"). Phar-Mor estimates that it will reach that
purchase volume before August 1997. During fiscal 1996, no other single vendor
accounted for more than 5% of Phar-Mor's purchases. Substantially all of the
products Phar-Mor sells are purchased from approximately 1,200 outside
vendors. Alternative sources of supply are generally available for all
products sold by Phar-Mor.

On August 27, 1996, FoxMeyer Drug Company filed a petition for protection
under Chapter 11 of the United States Bankruptcy Code. On August 29, 1996,
Phar-Mor notified FoxMeyer Drug Company that the supply of products to Phar-
Mor under the FoxMeyer Supply Agreement was insufficient and that,
consequently, FoxMeyer Drug Company had committed a material breach
thereunder. On September 27, 1996, Phar-Mor received a response from FoxMeyer
Drug Company disputing Phar-Mor's notification. Phar-Mor believes that it has,
at this time, overcome all related business interruptions because there are
adequate alternative sources of supply, subject to pricing, readily available
to Phar-Mor. Phar-Mor has not experienced any material disruption to its
business or supply of pharmaceutical products because adequate alternative
sources of supply are readily available to Phar-Mor in anticipation of a
potential disruption. See "--Certain Relationships and Related Transactions--
Transactions with FoxMeyer Drug Company."

107

On October 4, 1996, McKesson Corp. ("McKesson") a supplier of
pharmaceuticals and health care products, announced that it had agreed to
acquire substantially all of the assets of FoxMeyer Drug Company for
approximately $80 million in cash, subject to adjustment. McKesson would also
provide FoxMeyer Drug Company with $30 million in new financing and would
assume FoxMeyer Drug Company's secured debts, resulting in an additional
investment of about $290 million, bringing McKesson's total investment to
approximately $400 million. The acquisition is subject to a number of
conditions, including the approval of the bankruptcy court presiding over the
FoxMeyer Drug Company bankruptcy case.

MARKETING AND MERCHANDISING

Phar-Mor's overall merchandising strategy is to offer (a) value to consumers
by pricing its products below the prices charged by conventional drugstores
and supermarkets and (b) a broader array of products in each of its major
product categories than is offered by mass merchant discounters. Phar-Mor's
product strategy is focused on the traditional drugstore lines of prescription
and over-the-counter drugs, health and beauty care products and cosmetics.
Phar-Mor stores also typically feature other product categories, including
grocery, snacks and beverages, pet food and supplies, beer, wine and liquor
(where permitted by law), tobacco, baby products, general merchandise, video
and music sales and video rentals. Phar-Mor is one of the leading retailers of
film, vitamins, soft drinks and batteries in the United States.

Ninety-five percent of Phar-Mor's advertising is print advertising, through
circulars, newspapers, and point of sale materials. Newspaper advertisements
and circulars appear in major newspapers in each market area. Phar-Mor
presently advertises through 75 newspapers and mailers.

In January 1996, Phar-Mor introduced a new marketing approach that improved
sales during the last two quarters of fiscal 1996 (see table below). This
program included price reductions on over 3,000 items and the consequent
reduction of gross profit margins, and was implemented in order to generate
increased sales volume. At the same time, Phar-Mor adopted an "everyday low
price" strategy on substantially all products and increased advertising by
expanding the size of its circulars. Phar-Mor continues to review its prices
relative to its competitors.

Simultaneously, Phar-Mor also introduced a program guaranteeing the "lowest
prescription price or it's free." At the inception of the program in January
1996, same store pharmacy sales for the month of January 1996 were 7% lower
than for the month of January 1995. Same store pharmacy sales improved in the
month of June 1996 versus June 1995 by 4.2%. Overall pharmacy gross margins
decreased approximately 1% in fiscal 1996 versus fiscal 1995, of which
reduction approximately one half resulted from the increase in third party
prescription business.

PHAR-MOR, INC. COMPARABLE SALES (102 STORES)

FISCAL YEAR
-------------------------
1996 1995 % VARIANCE
------------ ------------ ----------

January............................... $ 91,249,149 $ 97,949,728 -6.84%
February.............................. 80,456,860 84,467,595 -4.75%
March................................. 80,584,706 78,488,924 2.67%
April................................. 100,983,873 104,492,861 -3.36%
May................................... 80,432,036 79,205,254 1.55%
June.................................. 83,382,186 80,981,428 2.96%
July.................................. 101,807,749 99,723,677 2.09%
August................................ 84,158,377 82,245,660 2.33%

In January 1996, Phar-Mor retained a national design firm to assist in the
redesign and creation of a new prototypical store. The new prototype
repositioned signature departments to provide the customer an easy-to-navigate
shopping format further enhanced by custom signage.

108

Phar-Mor has completed remodeling two stores: Bethel Park and Allentown,
Pennsylvania. The Bethel Park store was completed in May 1996 and the
Allentown store was completed in June 1996. Each store has shown increased
sales and gross profit versus fiscal 1995 since the stores were remodeled and
redesigned. In addition, Phar-Mor is in the process of remodeling and
redesigning two stores located in New Philadelphia, Ohio and West Palm Beach,
Florida.

In conjunction with its remodeling and redesigning of the St. Clairsville
and Mansfield, Ohio stores in August 1996, Phar-Mor has also introduced the
"club store" concept as a test for other locations. In an approximate 10,000
to 15,000 square foot excess area, each "club store" offers a varied selection
of grocery items, including fresh, frozen, and refrigerated foods. At this
time, it is too early to determine whether or not the success of these
programs will result in the introduction of additional "club stores", but the
concept is being well received by customers and has improved sales in each
store. Phar-Mor is reviewing plans to remodel approximately twelve additional
stores in fiscal 1997.

SALES

The retail sale of traditional drugstore lines is a highly fragmented
business, consisting of thousands of chain drugstores and independent drug
stores that sell such products, as well as mass merchandisers who sell such
products as part of their overall product lines. In fiscal 1996, revenues from
sales of Phar-Mor's traditional drugstore products (i.e., prescription drugs,
greeting cards, over-the-counter drugs, health and beauty care products and
cosmetics) averaged approximately $5.8 million dollars per store in its 102
stores. In addition to the approximately $591.4 million in traditional
drugstore products revenues in fiscal 1996, Phar-Mor generated approximately
$464.9 million in sales in the last fiscal year from the sale of groceries and
general merchandise.

Set forth below is the percentage of sales by principal category of products
for the 102 continuing stores for the last three fiscal years:

PERIOD ENDED
---------------------------------------
JUNE 29, 1996 JULY 1, 1995 JULY 2, 1994
CATEGORY (52 WEEKS) (52 WEEKS) (53 WEEKS)
-------- ------------- ------------ ------------

Prescription, Health and Beauty
Care Products, Cosmetics and
Greeting Cards................. 56.0% 55.7% 54.9%
All Other Merchandise........... 44.0% 44.3% 45.1%

Phar-Mor's business is seasonal to a certain extent. The highest volume of
sales and net income usually occurs in the second fiscal quarter (generally
October, November and December) and the lowest volume occurs during the third
fiscal quarter (generally January, February and March). The following table
summarizes Phar-Mor's sales by quarter during fiscal 1996.

SALES BY QUARTER DURING FISCAL 1996*

PERCENTAGE OF
TOTAL SALES
-------------

First Quarter.............................................. 24.1%
Second Quarter............................................. 26.9
Third Quarter.............................................. 23.9
Fourth Quarter............................................. 25.1
-----
100.0%

--------
* For the 102 stores operating as of June 29, 1996

109

COMPETITION

Phar-Mor's stores compete primarily with conventional drugstores,
supermarkets and mass merchant discounters. Among these competitors, many have
greater financial resources than Phar-Mor. Phar-Mor's strategy for competing
with conventional drugstores is through its broader product selection and
generally lower prices than traditional drugstore lines. Phar-Mor believes it
has these same competitive advantages against most supermarkets for non-
grocery items. Phar-Mor's strategy for competing with supermarkets in grocery
product lines, where Phar-Mor does not have a broader selection, is to carry
an often changing mix of items priced lower than most supermarkets.

Phar-Mor does not attempt to compete against mass merchant discounters
solely on the basis of price. In traditional drugstore lines, particularly
health and beauty care products and greeting cards, Phar-Mor offers broader
product selection than mass merchant discounters. Mass merchant discounters
generally are unwilling to allocate as much display space as Phar-Mor devotes
to these categories. The merchandising changes Phar-Mor has implemented,
including the creation of "signature" departments in dedicated aisle space
with distinguishing signage, such as health and beauty care products,
cosmetics, video rentals and "The Card Shop," "Pet Place," "One Stop Baby
Shop," and "Vitamin Shoppe," are designed in part to distinguish Phar-Mor from
mass merchant discounters and to increase its strength in areas in which, in
Phar-Mor's opinion, such merchants do not excel.

CAPITAL EXPENDITURES

Phar-Mor's most significant capital needs are for seasonal buildup of
inventories, technology improvements and remerchandising and remodeling of
existing stores.

Phar-Mor's capital expenditures totaled $7.0 million in fiscal 1996,
including expenditures totaling $2.4 million for rightsizing and remodeling of
existing stores. Prior to the Transaction, Phar-Mor anticipated spending
approximately $30.1 million for capital expenditures in fiscal 1997. In light
of the Transaction, the amount of capital expenditures for fiscal 1997 is
being reviewed and will likely change; however, Phar-Mor is reviewing plans to
remodel approximately 12 additional stores in fiscal 1997 in addition to the
three or four new stores Phar-Mor plans to open in fiscal 1997.

GROWTH

Phar-Mor opened no new stores in fiscal 1996 and plans to open approximately
three or four new stores in fiscal 1997. Expansion in the near future is
expected to be minimal and in existing or contiguous markets in its core
market states of Pennsylvania, Ohio and West Virginia. One new store in the
Philadelphia market is currently under construction and is expected to open in
November, 1996. Leases for three additional new stores are being negotiated.
Expansion in existing markets improves Phar-Mor's operating margins by
decreasing advertising costs on a per store basis, permitting more efficient
distribution of products to stores and increasing utilization of existing
supervisory and managerial staff.

The aggregate cost of any future expansion is dependent upon the method of
financing new stores. Build to suit (i.e., landlord constructed) leases cost
approximately $750,000 per store for furniture, fixtures, and equipment and
each new store requires approximately $1.3 million in inventory. Company-
funded conversion of existing buildings is another possible method of future
expansion; however the cost of such expansion per store varies significantly
depending upon the age, condition and configuration of such buildings.

Phar-Mor has reduced store occupancy costs through negotiated rent
concessions and store rightsizings. As of June 29, 1996, Phar-Mor's stores
ranged in size from approximately 30,000 to 70,000 square feet, with an
average store size of approximately 51,000 square feet. Since June 1993, Phar-
Mor has rightsized 14 stores, reducing the average size of such stores by
approximately 19,000 square feet and the average annual occupancy costs of
such stores by over $152,000 per store. Phar-Mor believes that approximately
45 additional stores are larger than warranted and have floor plan
configurations that make rightsizing feasible in the future. Phar-Mor

110

plans to reduce the size of such stores to approximately 40,000 square feet.
Phar-Mor also currently intends to remodel certain rightsized and other
stores. As of September 15, 1996, Phar-Mor has completed remodeling four
stores, including the "club stores." While the average cost of remodeling each
store is approximately $600,000, Phar-Mor believes that the cost of remodeling
additional stores can be reduced depending upon size, configuration and
geographic location of a store.

In anticipation of the Transaction, Phar-Mor has suspended its rightsizing
program. However, two locations are being remodeled (New Philadelphia, Ohio
and West Palm Beach, Florida) as a result of consummated rightsizing
transactions. Phar-Mor estimates that approximately 45 stores previously
identified as potential downsizing candidates may be remerchandised to include
certain additional complementary merchandise typically sold in ShopKo stores.
Also, a limited number of the stores may accommodate the "club store" concept.
If implemented, these changes in space utilization strategy would allow Phar-
Mor to draw on merchandising expertise from ShopKo, create buying efficiencies
not previously available to Phar-Mor, and offer the opportunity to consolidate
certain related functions.

TRADEMARKS AND SERVICE MARKS

Phar-Mor believes that its registered "Phar-Mor" and "Power Buying"
trademarks are well recognized by its customer base and the public at large in
the markets where such trademarks have been advertised. Phar-Mor believes that
the existing customer and public recognition of its trademarks and related
operational philosophy will be beneficial to its strategic plans to expand
merchandise categories and add new stores. Phar-Mor has also introduced a
number of private label brands of products under various registered trademarks
and trademarks pending registration.

Phar-Mor has also applied for several other trademarks and service marks
which management believes may develop independent recognition and association
with Phar-Mor. Included among these is the service mark "Don't Pay Drugstore
Prices" which has been developed and implemented as part of Phar-Mor's new
merchandising and marketing strategies. However, there can be no assurance
that Phar-Mor will receive a federal registration for such trademarks and
service marks.

HISTORY

Phar-Mor was founded in 1982 as a division of a subsidiary of the Giant
Eagle, Inc. supermarket chain. The initial Phar-Mor concept was built on the
premise that a drugstore offering additional, and at times unexpected,
categories of merchandise could attract customers by featuring low prices made
possible by acquiring inventory at relatively low cost through deal purchases
of overstock, odd lot, discontinued, large unit size or slow-moving
merchandise from manufacturers and distributors. Phar-Mor grew, rapidly
expanding from 12 stores in August 1985 to 311 stores in August of 1992. Store
size also grew dramatically, increasing from an average of approximately
31,000 square feet in fiscal 1986 to approximately 58,500 square feet in 1992.
Phar-Mor's rapid growth was mirrored by apparent extraordinary financial
success.

However, in early August 1992, Phar-Mor publicly disclosed that it had
discovered a scheme by certain senior executives to falsify certain financial
results and divert funds to unrelated enterprises and for personal expenses.
The officers involved, including Phar-Mor's former President and Chief
Operating Officer, former Chief Financial Officer, former Vice President of
Finance and former Controller were promptly dismissed. In an effort to restore
support from its vendors and lenders and to implement a business turnaround
plan, Phar-Mor and its fifteen wholly owned subsidiaries filed petitions for
protection under Chapter 11 of the United States Bankruptcy Code on August 17,
1992 (the "Petition Date"). Phar-Mor emerged from bankruptcy on September 11,
1995 (the "Restructuring Date") with a new President and Chief Operating
Officer, Chief Financial Officer and Corporate Controller hired after the
Petition Date to replace those responsible for the fraud. Additional new
senior managers were hired subsequent to the Petition Date.

During the pendency of the bankruptcy cases of pre-reorganized Phar-Mor and
its subsidiaries, new management analyzed the performance and prospects of
each store to identify a core group of high volume,

111

profitable and geographically concentrated stores that would serve as the
basis of reorganized Phar-Mor. Based on this analysis, Phar-Mor closed 209
stores (not including separate liquor stores which were closed at various
times) in five stages: 54 stores between October 1992 and December 1992, 34
stores between March 1993 and June 1993, 55 stores in July 1993, 25 stores in
October 1994 and 41 stores in July 1995, thereby reducing the number of stores
from 311 in September 1992 to 102 stores as of the Restructuring Date of Phar-
Mor's bankruptcy plan of reorganization (the "Phar-Mor Restructuring").

Phar-Mor also implemented a series of fundamental changes designed to
achieve operating profitability and to position Phar-Mor for future growth.
Following the Petition Date, Phar-Mor reduced the number of warehouses and
increased outsourcing of product distribution; reduced the average size of
several stores by approximately 19,000 square feet; introduced point of sale
("POS") scanning in all stores; installed a new pharmacy software system;
installed a new warehouse logistics system; and reduced the number of
corporate personnel by 75%.

In connection with the Phar-Mor Restructuring and its emergence from
bankruptcy (as discussed below), Phar-Mor restructured its debt obligations
and converted approximately $855 million of debt into equity. Phar-Mor also
entered into the Phar-Mor Revolving Credit Facility, a three-year, $100
million revolving credit facility. As of June 29, 1996, no borrowings were
outstanding under the Phar-Mor Revolving Credit Facility, other than standby
letters of credit totaling approximately $5.4 million.

REGULATION

Phar-Mor is subject to the Fair Labor Standards Act, which governs such
matters as minimum wages, overtime, and other working conditions. To the
extent that pay scales for a portion of Phar-Mor's personnel relate to the
federal minimum wage, the scheduled increase in the minimum wage will increase
Phar-Mor's labor costs.

The prescription drug business is subject to the federal Food, Drug and
Cosmetic Act, Drug Abuse Prevention and Control Act and Fair Packaging and
Labeling Act relating to the content and labeling of drug products, comparable
state statutes and state regulation regarding record keeping and licensing
matters with civil and criminal penalties for violations.

PROPERTIES

Phar-Mor operates 102 stores in 18 states. Approximately 51% of Phar-Mor's
stores are located in Pennsylvania, Ohio and West Virginia, and approximately
24% are located in Virginia, North Carolina and South Carolina. The following
is a breakdown by state of the locations of Phar-Mor's stores.

Alabama................ 1
Colorado............... 2
Florida................ 5
Georgia................ 3
Illinois............... 4
Indiana................ 3
Iowa................... 2
Kansas................. 2
Kentucky............... 1

Missouri............... 1
North Carolina......... 9
Ohio................... 15
Oklahoma............... 1
Pennsylvania........... 33
South Carolina......... 4
Virginia............... 11
West Virginia.......... 4
Wisconsin.............. 1

As of June 29, 1996, all of Phar-Mor stores were leased. All store leases
are long term; the original terms of 76 leases and the original terms with
options of four leases expire on or before December 31, 2006. Most stores are
located adjacent to or near shopping centers or part of strip centers. The
remaining stores are free standing. Depending on the location of a store, the
sites may vary, with averages by type of location as follows: free-standing
stores are located on sites averaging 2.84 acres; stores located in strip
centers are found on sites averaging 23.7 acres; and stores in malls are on
sites averaging 46.8 acres. A proto-typical store includes 32,000

112

square feet of sales space and 8,000 square feet of storage area and ample
off-street parking. The stores are designed in a "supermarket" format familiar
to customers and shopping is done with carts in wide aisles with attractive
displays. Traffic design is intended to enhance the opportunity for impulse
purchases.

Phar-Mor operates a distribution center near Youngstown, Ohio comprised of
two adjoining leased warehouse facilities. Phar-Mor also leases most of the
equipment used in the warehouse facilities. This distribution center delivered
approximately 35% of all merchandise to the stores in fiscal 1996, primarily
using contract carriers. The balance of the products were delivered directly
to the stores by vendors. Phar-Mor has the option to terminate one or more of
these warehouse and/or equipment leases on December 31, 2000 upon payment of
an early termination fee. If all these leases were terminated on that date,
the aggregate early termination fee would be $1.8 million. In addition, Phar-
Mor has a separate option to terminate all of the warehouse leases at any time
after July 1, 1996 for payment of approximately $5.2 million.

Phar-Mor and a wholly owned subsidiary of Phar-Mor are partners in an Ohio
limited partnership, which owns the office building where Phar-Mor occupies
approximately 141,000 square feet of space for its corporate offices in
Youngstown, Ohio. Phar-Mor leases offices comprising approximately 80,000
square feet for its headquarters in such building from such partnership. The
headquarters lease has a five-year term and allows Phar-Mor to renew the lease
for two additional five year terms. Phar-Mor has the right to terminate the
headquarters lease beginning March 1, 1997 and ending March 1, 1998. Should
Phar-Mor elect to terminate the headquarters lease, Phar-Mor is not liable
with respect to any loans secured by the headquarters property, however, a
termination fee of up to $1 million must be paid by Phar-Mor upon such
election.

LEGAL PROCEEDINGS

In the normal course of business, Phar-Mor is subject to various claims. In
the opinion of management, any ultimate liability arising from or related to
these claims should not have a material adverse effect on future results of
operations, cash flows or the consolidated financial position of Phar-Mor.

DIRECTORS, EXECUTIVE OFFICERS

The directors and executive officers of Phar-Mor as of the date hereof are
listed below.

NAME AGE POSITION
---- --- --------

Robert M. Haft.......... 43 Chairman of the Board of Directors and Chief Executive Officer
M. David Schwartz....... 51 President and Chief Operating Officer
Daniel J. O'Leary....... 49 Senior Vice President and Chief Financial Officer
John R. Ficarro......... 44 Senior Vice President, General Counsel and Secretary
Warren E. Jeffery....... 47 Senior Vice President, Store and Pharmacy Operations
Michael K. Spear........ 51 Senior Vice President--Marketing and Merchandising
Abbey J. Butler......... 58 Director
Melvyn J. Estrin........ 52 Director
Linda Haft.............. 46 Director
Malcolm T. Hopkins...... 68 Director
Richard M. McCarthy..... 59 Director

Each of the foregoing directors has served on the Phar-Mor Board since
September 11, 1995. Robert A. Peiser, formerly a director of Phar-Mor,
resigned from the Phar-Mor Board effective as of September 4, 1996 in
connection with his acceptance of a position with FoxMeyer Health. Mr.
Peiser's resignation did not result from any disagreement with Phar-Mor on any
matter relating to Phar-Mor's operations, policies or practices.

Robert M. Haft assumed the positions of Chairman and Chief Executive Officer
of Phar-Mor as of September 11, 1995, the effective date of Phar-Mor's
bankruptcy plan of reorganization. He served as President and Chief Executive
Officer at different times with Crown Books, a retail chain of bookstores,
from 1977 to

113

1993. He also served as President and Vice Chairman at different times at Trak
Auto, a retail auto parts chain, from 1979 to 1993. Mr. Haft also served at
various positions at different times with Dart Group, a retailing, real estate
and financial management company from 1975 to 1993, including Director,
President, and Chief Operations Officer. From 1993 to 1995, Mr. Haft was not
employed. Mr. Haft currently serves on the Board of Directors of the Second
Cup, an international retail chain of coffee shops, and the Advisory Board
Companies, a company focused on health care and financial institutions.

Mr. Haft and other members of the Haft family (including Mr. Haft's sister,
Linda Haft) are or have been involved in certain litigation involving or
related to the Dart Group and affiliated entities and affiliates of Combined
Properties, Inc. ("CPI"). This litigation relates to, among other things,
claims to compensation, options or payments from those entities, claims by
creditors of those entities on loan documents and guarantees, alleged related
party transactions, and the validity of releases executed by Dart Group and
CPI. CPI and certain related entities filed Chapter 11 petitions in the United
States Bankruptcy Court for the District of Maryland on May 25, 1995. Until
July 1993, Mr. Haft served as a director (but not an executive officer) of CPI
and one of several general partners of certain of the related entities.

M. David Schwartz has served as President and Chief Operating Officer of
Phar-Mor since February 1993. From 1991 to 1993, he was a Director and the
President and Chief Executive Officer of Smitty's Super Valu, Inc., a regional
food and general merchandising retailer, and between 1987 and 1991 Mr.
Schwartz served as a Director and the President and Chief Operating Officer of
Perry Drug Stores Inc., a regional chain of 200 drug stores. Mr. Schwartz was
Vice President of Drug/General Manager for the Kroger Company between 1985 and
1987 and, between 1971 and 1985, held positions with Albertson's Inc.
including Senior Vice President of Marketing, Senior Vice President of Non-
Foods Merchandising, Distribution and Procurement, Vice President of
Merchandising, and Non-Foods Merchandise Manager. Mr. Schwartz attended
Arizona State University.

Daniel J. O'Leary has served as Senior Vice President and Chief Financial
Officer of Phar-Mor since December 1992. Prior to that time, he served as a
Director and, at various times, President and Chief Operating Officer,
Executive Vice President, Vice President of Finance and Chief Financial
Officer at Fay's Inc., a multi-concept regional retailer with drug stores and
auto parts stores. From 1969 to 1987, Mr. O'Leary was a member of the
accounting firm of Touche, Ross & Co. (now known as Deloitte & Touche, LLP),
holding, at various times, positions including an office Managing Partner,
Audit Partner and Director of Audit Operations. Mr. O'Leary graduated from
Siena College, Loudonville, New York with a BBA in Accounting.

Warren E. Jeffery has served as Senior Vice President of Operations of Phar-
Mor since May 1996. Prior to that, Mr. Jeffery served as Vice President of
Operations, beginning February 1993. From 1992 to 1993, he served as Regional
Director-Store Operations for Revco D.S., Inc., operator of one of the
country's largest retail drug store chains. Mr. Jeffery was employed by Perry
Drug Stores from 1976 until 1992, holding various management positions,
including Vice President of Store Operations from 1988 to 1992. Mr. Jeffery
received a B.S. degree in pharmacy from Ferris State University.

John R. Ficarro has served as Senior Vice President, General Counsel and
Secretary of Phar-Mor since September 1996. Prior to that, Mr. Ficarro served
as Vice President, General Counsel and Secretary of Phar-Mor since February
1995. From 1981 to 1995, Mr. Ficarro was employed by General Host Corporation
where he served as Vice President, General Counsel and Secretary since 1989
and prior to that time served as Counsel to several of its retail businesses.
General Host Corporation currently operates a multi-regional lawn and garden
retail chain under the name Frank's Nursery and Crafts. Prior to 1981, Mr.
Ficarro was engaged in a private law practice in Florida. Mr. Ficarro received
a B.A. from Syracuse University and a J.D. from its College of Law.

Michael K. Spear has served as Senior Vice President of Marketing and
Merchandising of Phar-Mor since July 1996. From 1995 to 1996, Mr. Spear served
as Executive Vice President Merchandising, Marketing, Information Systems at
Fred's, Inc., a regional grocery retailer located in Memphis, Tennessee. Prior
to that, Mr. Spear served in a number of positions with Wal-Mart, the nation's
largest discount retail chain, from 1973

114

to 1995, beginning as store manager until his most recent position as Vice
President, Divisional Merchandise Manager Hardlines at Wal-Mart's Sam's Club,
a retail warehouse club operation.

Abbey J. Butler is co-Chief Executive Officer, co-Chairman of the Board, and
a major shareholder of FoxMeyer Health. He also served as co-Chairman of the
board of Ben Franklin Retail Stores, Inc., a retail craft company which is an
affiliate of FoxMeyer Health, and as managing partner of Centaur Partners,
L.P., an investment partnership. Mr. Butler has also been the President and
Director of C.B. Equities Corp., a private investment company, since 1982. Mr.
Butler currently serves as a Director of CST Entertainment Imaging, Inc., a
company engaged in digital color enhancement of black and white films, and as
a Director and member of the Executive Committee of FWB Bancorporation. He
also serves as a Director of Urohealth Systems, Inc., a developer,
manufacturer and distributor of products for the health care market and Carson
Products, the leading manufacturer and marketer in the U.S. retail ethnic hair
care market. He is a trustee of the American University and a Director of the
Starlight Foundation. Mr. Butler was appointed by President Bush to serve as a
member of the Executive Committee of the National Committee for the Performing
Arts of the John F. Kennedy Center.

Melvyn J. Estrin is co-Chief Executive Officer, co-Chairman of the Board,
and a major shareholder of FoxMeyer Health. He also serves as co-Chairman of
the Board of Ben Franklin Retail Stores, Inc., a retail craft company. From
1983 to the present, Mr. Estrin served as Chairman of the Board and Chief
Executive Officer of Human Service Group, Inc., a private management and
investment firm, and of University Research Corporation, a consulting firm. He
currently serves as a director of Washington Gas Light Company, and as a
trustee of the University of Pennsylvania. Mr. Estrin also serves as a
Commissioner on the President's National Capital Planning Commission.

Linda Haft served as a Vice President of the Dart Group and Dart Drug Stores
and previously had responsibility for various buying functions, customer
relations, and internal affairs from 1974 to 1993. During 1994, she was
employed in a general administrative capacity by Temps & Company, a temporary
services company. Until 1993, she served as an Administrator of both Crown
Books and the Dart Group Foundation, and was Senior Vice President of Dart
Group Financial in 1993. Ms. Haft was not otherwise employed from 1993 to the
present. Ms. Haft is a trustee of the American University. She received a B.S.
degree from the School of Management from Syracuse University. Ms. Haft is
Robert Haft's sister. Ms. Haft is or has been involved in certain of the
litigation described above under Robert M. Haft's biography. Until July 1993,
Ms. Haft served as a general partner of certain entities affiliated with CPI.

Malcolm T. Hopkins, a private investor and consultant since 1984, was Vice
Chairman, Chief Financial Officer, a member of the Board of Directors, and a
member of the three-man Senior Operating committee of the St. Regis
Corporation until, in 1984, St. Regis was acquired by Champion International.
In addition to his corporate financial and administrative responsibilities at
St. Regis, Mr. Hopkins was the senior officer in charge of strategic planning,
international financial policy, and special government relations. He also had
senior operating responsibility for St. Regis' chemical and insurance
operations. Mr. Hopkins has served on the Board of Directors of the following
companies since the dates indicated: the Columbia Gas System, Inc. (1982),
MAPCO, Inc. (1986), the Metropolitan Series Funds (1985), State Street
Research Portfolios, Inc. (1985), KinderCare Learning Centers, Inc. (1990),
EMCOR Group, Inc. (1994), and U.S. Home Corporation (1993). He received an A.
B. degree from Union College and an L.L.B. degree from Albany Law School.

Richard M. McCarthy has over thirty-years experience in credit and risk
management. From 1962 until his retirement in 1994, Mr. McCarthy held various
credit related positions with Procter & Gamble Distributing Company, including
Manager of Systems Operations (1987), Manager of Credit and Accounts
Receivable (1989), and Manager of Credit and Risk Management (1991 to 1994).
In this last capacity, he was responsible for all of Procter & Gamble's
domestic accounts receivable. Mr. McCarthy was a member of the Board of
Directors of the National Association of Credit Management, the Cincinnati
Association of Credit Management, the National Health & Beauty Aids Credit
Association, and the National Food Manufacturers Credit Association. He holds
a B.S. from Cornell University and served as an officer in the United States
Marine Corps from 1958 to 1961.

115

The Phar-Mor Board met eight times in fiscal 1996.

On August 27, 1996, FoxMeyer Drug Company filed a petition for protection
under Chapter 11 of the United States Bankruptcy Code. See "--Operations." On
July 26, 1996, Ben Franklin Retail Stores, Inc. filed a petition for
protection under Chapter 11 of the United States Bankruptcy Code. Messrs.
Butler and Estrin are executive officers and directors of FoxMeyer Drug
Company and Ben Franklin Retail Stores, Inc.

Committees of the Phar-Mor Board. The Phar-Mor Board has a standing Audit
Committee and a standing Compensation Committee. The Audit Committee of the
Board provides the Board with an independent review of Phar-Mor's accounting
policies, the adequacy of financial controls and the reliability of financial
information reported to the public. The Audit Committee also conducts
examinations of the affairs of Phar-Mor as required by law or as directed by
the Board, supervises the activities of the internal auditor and reviews the
services provided by the independent auditors. The Audit Committee consists of
Mr. Hopkins (the Committee Chairman) and Mr. McCarthy and met four times in
fiscal 1996.

The Compensation Committee of the Board determines compensation and benefits
for officers, reviews salary and benefits changes for other senior officers,
administers the Phar-Mor, Inc. 1995 Stock Incentive Plan, the Phar-Mor, Inc.
1995 Directors Stock Plan, the Phar-Mor, Inc. 1996 Director Phantom Stock Plan
and other employee benefits. Members of the Compensation Committee, which will
be appointed annually, consists of Ms. Haft and Messrs. Butler (the Committee
Chairman), Estrin and Hopkins and met two times in fiscal 1996.

116

EXECUTIVE COMPENSATION

Summary Compensation. The following table sets forth information concerning
the compensation of Phar-Mor's Chief Executive Officer, the other four most
highly compensated executive officers of Phar-Mor who served in those
capacities as of June 29, 1996 and two additional officers who would have been
among the four most highly compensated executive officers had they been
executive officers at fiscal year-end (the "Phar-Mor Named Officers").

LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------ ------------
NAME AND FISCAL OTHER ANNUAL STOCK ALL OTHER
PRINCIPAL PERSON YEAR SALARY BONUS(1) COMPENSATION(2) OPTIONS (#) COMPENSATION(4)
---------------- ------ -------- -------- --------------- ------------ ---------------

Antonio C. Alvarez...... 1996 $178,562 $107,942 -- 416,667(3) $2,650,000(3)
Former CEO 1995 900,000 540,000 -- -- --
Robert M. Haft.......... 1996 726,936(5) 270,000 -- 256,250 66,637
Chairman and CEO -- --
M. David Schwartz....... 1996 571,632 215,000 -- 175,000 505,548
President and COO 1995 500,000 200,000 -- -- 2,602
Daniel J. O'Leary....... 1996 236,500 85,000 -- 87,500 250,147
Senior Vice President 1995 236,500 106,250 -- --
and CFO
Warren E. Jeffery....... 1996 176,265 45,000 -- 50,000 78,540
Senior Vice President-- 1995 168,390 80,000 -- -- 875
Operations and
Pharmacy
John R. Ficarro......... 1996 155,016 50,000 -- 15,000 34,013
Senior Vice 1995 59,622(7) 28,000 -- -- --
President(6),
Secretary and General
Counsel
Sankar Krishnan......... 1996 150,000 45,000 -- 25,000 139,226
Vice President and
Controller 1995 150,000 70,000 -- -- --

- --------
(1) Bonuses are shown for the fiscal year earned, but are paid in the
following fiscal year. Mr. Haft will not receive payment of his fiscal
1996 bonus until after January 1, 1997.
(2) No information is provided in the column labeled "Other Annual
Compensation" since the aggregate amount of perquisites and other personal
benefits for the periods indicated is less than the lesser of $50,000 or
10% of the total annual salary and bonus reported for each of the Phar-Mor
Named Officers.
(3) The 416,667 in stock options reported for Mr. Alvarez are not specifically
allocated to him, but rather were issued to Alvarez & Marsal, Inc. ("A&M")
pursuant to a management services agreement between Phar-Mor and A&M.
$2,500,000 of the $2,650,000 reported above in "All Other Compensation"
was a confirmation bonus which was not paid to him but rather was paid to
A&M pursuant to such management services agreement. See "--Certain
Relationships and Related Transactions--Transactions with Alvarez &
Marsal, Inc."
(4) Information provided in the column labeled "All Other Compensation" for
the 1996 Fiscal Year includes the following: (i) the value of insurance
premiums paid by Phar-Mor for the benefit of each of the Phar-Mor Named
Officers as follows: Mr. Haft, $66,637; Mr. Schwartz, $2,040; Mr. O'Leary,
$147; Mr. Jeffery, $2,234; Mr. Ficarro, $4,376; and Mr. Krishnan, $132;
(ii) matching contributions to Phar-Mor's Employee Savings and Retirement
Plan to certain of the Phar-Mor Named Officers as follows: Mr. Schwartz,
$3,508; Mr. Jeffery, $1,306; Mr. Ficarro, $653; and Mr. Krishnan, $1,760;
(iii) moving expenses paid by Phar-Mor for the benefit of certain of the
Phar-Mor Named Officers as follows: Mr. Ficarro, $28,984; and
Mr. Krishnan, $37,334; (iv) confirmation bonuses paid by Phar-Mor to
certain of the Phar-Mor Named Officers as follows: Mr. Schwartz, $500,000;
Mr. O'Leary, $250,000; Mr. Jeffery, $75,000; and Mr. Krishnan, $100,000;
and (v) consulting fees in the amount of $150,000 paid to Mr. Alvarez.
(5) This amount represents Mr. Haft's salary from the date of the commencement
of his employment with Phar-Mor, September 11, 1995 through the end of the
fiscal year.
(6) As of September 1996, Mr. Ficarro has held the position of Senior Vice
President.
(7) This amount represents Mr. Ficarro's salary from the date of the
commencement of his employment with Phar-Mor, February 13, 1995, through
the end of the fiscal year.

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Option Grants. The table below shows, for each of the Phar-Mor Named
Officers, the number ofPhar-Mor Shares subject to options as of June 29, 1996.
All of the options set forth below were issued under the Phar-Mor, Inc. 1995
Stock Incentive Plan, other than (i) options to purchase 10,000 shares granted
to Mr. Haft (and each of the other directors of Phar-Mor) under the Phar-Mor,
Inc. 1995 Director Stock Plan, and (ii) the options issued to Alvarez &
Marsal, Inc. and shown below as if issued to Mr. Alvarez (the "A&M Options").
See "--Certain Relationships and Related Transactions--Transactions with
Alvarez & Marsal, Inc."

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES
OF STOCK
PRICE APPRECIATION
FOR OPTION TERM (5)
---------------------
PERCENT OF TOTAL
OPTIONS GRANTED
NUMBER OF SECURITIES TO EMPLOYEES AS
NAME AND UNDERLYING OPTIONS OF JUNE 29, 1996 EXERCISE EXPIRATION
POSITION GRANTED (#) (%) (4) PRICE ($/SH) DATE 5% ($) 10% ($)
-------- -------------------- ---------------- ------------ ---------- --------- ----------
(IN THOUSANDS)

Robert Haft(1)................ 256,250 27.2% $8.00 9/11/2002 $ 835 $ 1,945
Chairman and Chief 10,000 0.5 7.06 10/3/2000 10 22
Executive Officer
Antonio C. Alvarez(1)...... 416,667(2)(3) -- 8.00 9/11/2002 1,357 3,162
Former Chief Executive
Officer
M. David Schwartz(1)....... 175,000 18.6 8.00 9/11/2002 570 1,328
President and Chief
Operating Officer
Daniel J. O'Leary(1)....... 87,500 9.3 8.00 9/11/2002 285 664
Senior Vice President and
Chief Financial Officer
Warren E. Jeffery.......... 45,000 4.8 8.00 9/11/2002 147 342
Senior Vice President 5,000(6) 0.5 7.56 9/11/2002 15 36
Operations and Pharmacy
John R. Ficarro............ 15,000 1.6 8.00 9/11/2002 49 114
Senior Vice President,
Secretary and General
Counsel
Sankar Krishnan............ 25,000 2.7 8.00 9/11/2002 82 190
Vice President and
Controller

- --------
(1) The options issued to Mr. Haft (other than options to purchase 10,000
shares granted to Mr. Haft under the Phar-Mor, Inc. 1995 Director Stock
Plan), Schwartz and O'Leary are affected by certain provisions of their
employment agreements as described below. Mr. Haft's options provide for
extended post-termination exercise periods and accelerated vesting on
termination of employment other than for cause. A&M and Mr. Haft also
received certain registration rights in respect of shares issuable upon
exercise of their respective options.
(2) The 416,667 options reported for Mr. Alvarez are not specifically
allocated to him, but rather were issued to A&M pursuant to the Management
Services Agreement.
(3) The options granted to A&M for the services of Mr. Alvarez are on
substantially the same terms as options granted to Messrs. Haft, Schwartz,
O'Leary and Jeffery under the Phar-Mor, Inc. 1995 Stock Incentive Plan,
except that the options granted to A&M were fully vested on issuance, are
subject to fewer restrictions on transfer, provide for non-discretionary
anti-dilutive, reorganization and similar adjustments, and are not subject
to forfeiture or other limits on exercise, other than those imposed by
law.
(4) Based on a total of 941,950 options granted to employees of Phar-Mor,
which amount excludes the 416,667 options reported for Mr. Alvarez, which
options were not specifically allocated to him, but rather were issued to
A&M pursuant to the Management Services Agreement.
(5) Annual growth-rate assumptions are prescribed by the rules of the
Commission and do not reflect actual or projected price appreciation of
the underlying Phar-Mor Shares.
(6) Options to purchase 5,000 shares granted to Mr. Jeffery under the Phar-
Mor, Inc. 1995 Stock Incentive Plan vested with respect to 20% of the
underlying shares on each of the date of grant (May 14, 1996) and the
first anniversary of the Restructuring Date, and will vest in additional
increments of 20% of the underlying shares (subject to adjustment) on each
of the succeeding three anniversaries of the Restructuring Date.

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Except as otherwise indicated in the foregoing table, the options granted
under the Phar-Mor, Inc. 1995 Stock Incentive Plan vested with respect to 20%
of the underlying shares on each of the Restructuring Date and the first
anniversary of such date, and will vest in additional increments of 20% of the
underlying shares (subject to adjustment) on each of the succeeding three
anniversaries of such date. All Options under the Phar-Mor, Inc. 1995 Stock
Incentive Plan (except for those held by Mr. Haft) will be subject to early
termination within periods of up to one year (depending on the cause of a
termination of service) after the effective date of a termination of service
under the Phar-Mor, Inc. 1995 Stock Incentive Plan or (if applicable) the
expiration date under an applicable employment agreement. Except for Mr. Haft,
(i) to the extent then not vested, the Options will terminate and (ii) to the
extent then vested, they may be exercised within one year following the death
or disability of the holder of the option, and within six months following any
other termination event, except where a termination by Phar-Mor is for cause,
in which case the options then will terminate. In addition to the Options, the
Phar-Mor, Inc. 1995 Stock Incentive Plan authorizes the issuance of options to
purchase an additional 24,083 shares, plus any shares that become available on
the expiration, cancellation or early termination of the Options.

The following table sets forth the number of securities underlying
unexercised options:

NUMBER OF SECURITIES UNDERLYING
UNEXERCISED OPTIONS AT END OF
FISCAL YEAR 1996
-----------------------------------
EXCERCISABLE UNEXCERCISABLE
--------------- ----------------

Robert M. Haft......................... 112,500 143,750
Antonio C. Alvarez..................... 416,667 0
M. David Schwartz...................... 70,000 105,000
Daniel J. O'Leary...................... 35,000 52,500
Warren E. Jeffery...................... 20,000 25,000
John R. Ficarro........................ 6,000 9,000
Sankar Krishnan........................ 10,000 15,000

Mr. Haft's employment and option agreements provide for acceleration of
vesting upon a termination by Phar-Mor (other than for cause) and for extended
post-termination exercise periods ranging from six to eighteen months (but in
certain events not less than 4 1/2 years after the Restructuring Date)
depending on the reason for termination.

In the case of the Options granted to Mr. Haft, the terms and conditions
pertaining to the grant, exercise and ownership thereof will, in addition to
the terms and conditions of the Phar-Mor, Inc. 1995 Stock Incentive Plan, be
governed by the terms and conditions of his employment and option agreements,
and in the event of any conflict, inconsistency or ambiguity between, or
arising as the result of, the terms and conditions of the Phar-Mor, Inc. 1995
Stock Incentive Plan and such agreements, the terms most favorable to Mr. Haft
will control for all purposes and in all respects.

EXECUTIVE COMPENSATION PLANS

Phar-Mor, Inc. 1995 Stock Incentive Plan. The Phar-Mor, Inc. 1995 Stock
Incentive Plan was adopted in order to attract, reward and retain key
personnel (including officers, whether or not directors) of Phar-Mor and its
subsidiaries and certain other closely related eligible persons who provide
substantial services to such entities ("Eligible Persons") and to provide them
with long-term incentives that are linked to Phar-Mor's stock performance.
Approximately 30 officers and approximately 575 other employees of Phar-Mor
and its subsidiaries are currently eligible to participate under the Phar-Mor,
Inc. 1995 Stock Incentive Plan.

The Phar-Mor, Inc. 1995 Stock Incentive Plan is administered by the
Compensation Committee (the "Administrator"). A maximum of 913,333 Phar-Mor
Shares (subject to adjustment) may be issued upon the exercise of awards
granted under the Phar-Mor, Inc. 1995 Stock Incentive Plan. As of June 29,
1996, a total of 906,950 Phar-Mor Shares were subject to options granted under
such Plan.

The Phar-Mor, Inc. 1995 Stock Incentive Plan authorizes the issuance of
options and (subject to plan limitations) certain stock appreciation rights
("SARs"). As is customary in incentive plans of this nature, the

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number and kind of shares available under the Phar-Mor, Inc. 1995 Stock
Incentive Plan, share limits, and shares subject to outstanding awards are
subject to adjustment in the event of certain reorganizations,
recapitalizations, stock splits, stock dividends, spin-offs, property
distributions or other similar extraordinary transactions or events in respect
of Phar-Mor or the Phar-Mor Shares. Shares relating to options or SARs that
are not exercised or that expire or are canceled will again become available
for grant purposes under the Phar-Mor, Inc. 1995 Stock Incentive Plan to the
extent permitted by law and the plan. Awards may be repriced or otherwise
amended after grant, provided that the amendment does not adversely affect the
holder's rights without his or her consent. A maximum of 277,778 Phar-Mor
Shares may be subject to options that during any twelve month period are
granted to any Eligible Person under the Phar-Mor, Inc. 1995 Stock Incentive
Plan.

The exercise price under the Phar-Mor, Inc. 1995 Stock Incentive Plan of the
Options is $8.00 per share and thereafter generally may not be less than the
fair market value of one Phar-Mor Share on the date of grant or such greater
amount as may be determined by the Administrator. An option may either be an
incentive stock option, as defined in the Internal Revenue Code, or a non-
qualified stock option. All Options were non-qualified stock options. The
aggregate fair market value of the Phar-Mor Shares (determined at the time the
option is granted) for which incentive stock options may be first exercisable
by an option holder during any calendar year under the Phar-Mor, Inc. 1995
Stock Incentive Plan or any other plan of Phar-Mor or its subsidiaries may not
exceed $100,000. A non-qualified stock option is not subject to any of these
limitations.

Subject to early termination or acceleration provisions (which are
summarized below), an option generally will be exercisable, in whole or in
part, from the date specified in the related award agreement until the
expiration date, all as determined by the Administrator. Earlier expiration
may occur following a termination of service. In no event, however, is an
option under the Phar-Mor, Inc. 1995 Stock Incentive Plan exercisable more
than seven years after its date of grant.

Upon the occurrence of either (A) a Change in Control Event (as defined in
the Phar-Mor, Inc. 1995 Stock Incentive Plan to include, but not be limited
to, (i) the approval by the shareholders of Phar-Mor of a dissolution or
liquidation, (ii) certain agreements of merger or consolidation resulting in
Phar-Mor's shareholders, or entities associated or affiliated with them,
holding less than 50% of the voting stock of the surviving entity, (iii) the
sale of substantially all the assets of Phar-Mor as an entirety to a person
that is not an affiliated person of Phar-Mor, (iv) a person or group (other
than Robert M. Haft, Hamilton Morgan or other 25% owners as of the Effective
Date and certain related entities) acquiring beneficial ownership of over 50%
of the voting power, or (v) certain changes in the composition of the Phar-Mor
Board), or (B) under other circumstances (such as a termination of service),
the Administrator, in its discretion, may provide for acceleration or
extension of the exercisability of awards, or provide for certain other
limited benefits, which may include SARs, under some or all awards and may
determine the extent, duration and other conditions of such additional rights
by amendment to outstanding awards or otherwise. The Phar-Mor Board may
terminate or amend the Phar-Mor, Inc. 1995 Stock Incentive Plan, subject to
the rights of holders of outstanding options. If an amendment would (i)
materially increase the benefits accruing to Eligible Persons under the Phar-
Mor, Inc. 1995 Stock Incentive Plan, (ii) materially increase the aggregate
number of shares that may be issued under the Phar-Mor, Inc. 1995 Stock
Incentive Plan, or (iii) materially modify the eligibility requirements for
participation under the Phar-Mor, Inc. 1995 Stock Incentive Plan, the
amendment, to the extent deemed necessary by the Phar-Mor Board or the
Administrator or then required by applicable law, must be approved by the
shareholders.

401(k) Employee Savings Plan. Employees of Phar-Mor are eligible to
participate in the 401(k) Employee Savings Plan (the "401(k) Plan"). The
401(k) Plan is a tax-qualified profit-sharing plan that provides for pre-tax
deferrals by employees and employer matching and profit-sharing contributions.
In addition, warehouse employees and drivers are eligible to participate in a
separate 401(k) savings plan.

Retirement Plan. Phar-Mor maintains a noncontributory retirement plan (the
"Retirement Plan") that provides benefits, following retirement at age 65 or
older with one or more years of credited service (or age 55 with five or more
years of credited service), to salaried, non-union employees, including
officers of Phar-Mor. The plan provides a monthly pension for life to
supplement personal savings and Social Security benefits. The

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following table shows as of June 29, 1996 the estimated annual benefits
payable upon retirement at age 65 under the Retirement Plan by specified
compensation and years of service classifications applicable to officers:

AVERAGE ANNUAL 15 YEARS 20 YEARS 25 YEARS 30 OR MORE
COMPENSATION SERVICE SERVICE SERVICE YEARS SERVICE
-------------- -------- -------- -------- -------------

$100,000.......................... $14,109 $18,182 $23,515 $28,218
$150,000 or more.................. $21,984 $29,312 $36,640 $43,968

The amounts shown in the table are based on an assumed continued
applicability of the $150,000 compensation limit for qualified plans under the
Internal Revenue Code. Each year's accrued benefit under the Retirement Plan
is 0.6% of final average annual compensation not in excess of a rolling
average of the last 35-years annual social security wage base, plus 1.05% of
final average annual compensation in excess of such average wage base,
multiplied by years of credited service up to a maximum of 30 years. The
estimated annual retirement benefits, for the individuals named below, were
developed based on 1995 compensation, projected covered compensation, and the
respective dates of birth and projected credited service at normal retirement
age under the Retirement Plan. The credited years of service as of June 29,
1996 for individuals named in the Summary Compensation Table who are eligible
to participate in the Retirement Plan are as follows: Mr. Schwartz--4 years;
Mr. O'Leary--4 years; Mr. Jeffery--4 years; Mr. Ficarro--2 years; and Mr.
Krishnan--4 years. The plan was frozen as of July 1, 1996. Assuming these
individuals remain employed until the vesting period is reached, their
estimated annual retirement benefits under the plan will be: Mr. Schwartz--
$7,516; Mr. O'Leary--$6,965; Mr. Jeffery--$5,585; Mr. Ficarro--$2,934; and Mr.
Krishnan--$4,331.

To the extent permitted by law, the minimum eligibility and vesting
provisions under these and other retirement, health and welfare benefit plans
were waived for Mr. Haft under the terms of his employment agreement.

Other Pension Plans. In addition to the Retirement Plan discussed above,
Phar-Mor maintains two other pension plans for various groups of employees:
(i) the Phar-Mor, Inc. Retirement Plan for Hourly Employees at Niles, Ohio
Store and (ii) Tamco Distributors Company Warehouse and Drivers Pension Plan
(collectively, the "Pension Plans"). The Pension Plans are defined benefit
plans subject to the Employee Retirement Income Security Act of 1974 (as
amended, "ERISA"). For a more detailed discussion of the financial status of
the Pension Plans, see Note 15 to the Consolidated Financial Statements.

Phar-Mor, Inc. 1995 Director Stock Plan. The Phar-Mor Board believes that
the ownership of Phar-Mor Shares by directors supports the maximization of
long-term stockholder value by aligning the interests of directors with those
of stockholders. The Phar-Mor, Inc. 1995 Director Stock Plan (the "Director
Stock Plan") is designed to facilitate the ownership of Phar-Mor Shares by
directors. The purpose of the Director Stock Plan is to promote the long-term
growth of Phar-Mor by enhancing its ability to attract and retain highly
qualified and capable directors with diverse backgrounds and experience and by
increasing the proprietary interest of directors in Phar-Mor.

Under the Director Stock Plan, each director receives an annual grant of an
option to purchase 5,000 Phar-Mor Shares. In addition, each director may elect
to receive Phar-Mor Shares in lieu of all or a portion of his or her annual
retainer. The number of Phar-Mor Shares issuable in the event of such election
will be based upon the fair market value per Phar-Mor Share (as defined in the
Director Stock Plan) on October 1st in the year of such election, and will be
determined by dividing such fair market value into the amount of the annual
retainer that the director elected to receive in Phar-Mor Shares.

A maximum of 250,000 Phar-Mor Shares will be available for the award of
shares and the grant of options under the Director Stock Plan, subject to
adjustment in the event of stock splits, stock dividends or changes in
corporate structure affecting Phar-Mor Shares. To the extent a stock option
granted under the Director Stock Plan expires or terminates unexercised, the
Phar-Mor Shares allocable to the unexercised portion of such option will be
available for awards under the Director Stock Plan. In addition, to the extent
that shares are delivered

121

(actually or by attestation) to pay all or a portion of an option exercise
price, such shares will become available for awards under the Director Stock
Plan. Each director was granted an option to purchase 5,000 Phar-Mor Shares on
October 3, 1995 at an exercise price of $7.06 per share and will be granted an
option to purchase 5,000 Phar-Mor Shares on each October 1st thereafter while
the Director Stock Plan is in effect. If a director begins service on a date
other than the date of the annual meeting of Phar-Mor stockholders in any
year, the number of shares subject to the option shall be prorated.

The exercise price per share of all stock options granted under the Director
Stock Plan will be 100% of the fair market value per Phar-Mor Share (as
defined by the Director Stock Plan) on the grant date. Options granted under
the Director Stock Plan vest and are exercisable immediately, and may be
exercised until the fifth anniversary of the date of grant. Options may be
exercised either by the payment of cash in the amount of the aggregate option
price or by surrendering (or attesting to ownership of) Phar-Mor Shares owned
by the participant for at least six months prior to the date the option is
exercised, or a combination of both, having a combined value equal to the
aggregate option price of the shares subject to the option or portion of the
option being exercised. Any option or portion thereof that is not exercised on
or before the fifth anniversary of the date of grant shall expire.

The Director Stock Plan is administered by the Compensation Committee of the
Phar-Mor Board. The Phar-Mor Board may amend or terminate the Director Stock
Plan at any time, but the terms of any option granted under the Director Stock
Plan may not be adversely modified without the participant's consent.

Phar-Mor, Inc. 1996 Director Phantom Stock Plan. The Phar-Mor, Inc. 1996
Director Phantom Stock Plan (the "Phantom Stock Plan") awards certain deferred
compensation to any director of Phar-Mor who is not an employee of Phar-Mor or
a subsidiary of Phar-Mor and who has served as a director for at least three
years (an "Eligible Director"). Under the Phantom Stock Plan, Phar-Mor will
establish a phantom stock account for each Eligible Director which is credited
annually by that number of Phar-Mor Shares whose aggregate fair market value
on a date as specified under the Phantom Stock Plan equals the amount of the
then current annual retainer payable to such Eligible Director, or such other
amount as may be determined by resolution of the Compensation Committee of the
Phar-Mor Board. The award is not in the form of actual Phar-Mor Shares, and no
Phar-Mor Shares will be set aside for the benefit of Eligible Directors under
the Phantom Stock Plan. The number of shares in each phantom stock account is
subject to adjustment for dilution and otherwise as set forth in the Phantom
Stock Plan.

Awards made under the Phantom Stock Plan are payable solely in cash upon the
effective date of the first to occur of: (1) the Eligible Director's
resignation from the Phar-Mor Board; (2) the Eligible Director's failure to be
elected or re-elected to the Phar-Mor Board; (3) the retirement of the
Eligible Director from the Phar-Mor Board; or (4) death or permanent
disability of the Eligible Director. The amount of the payment will be
calculated based upon the fair market value of the shares of phantom stock
recorded in the Eligible Director's Phantom Stock Account (including all
accrued cash dividends) as of the date of distribution.

COMPENSATION OF DIRECTORS

Each director of Phar-Mor (other than Mr. Haft, who has waived such fees)
receives an annual retainer fee of $25,000 and an attendance fee of $1,000
($2,000 in the case of a committee chairman) for each meeting of the Phar-Mor
Board, and of each of the committees of the Phar-Mor Board attended, other
than committee meetings occurring on a date on which a board meeting is
scheduled. All directors also will be reimbursed for travel and other out-of-
pocket expenses incurred by them in attending board or committee meetings.

Pursuant to the Director Stock Plan, directors receive an annual grant of
options to purchase 5,000 Phar-Mor Shares, and may elect to receive Phar-Mor
Shares in lieu of all or a portion of their annual retainer. Directors may
elect to defer payment of all or a portion of their annual retainer under a
non-qualified, unfunded deferred compensation plan. Deferred amounts are
invested, at the election of the director, in an interest-bearing account or a
stock equivalent account. The amounts deferred, plus any appreciation thereon,
are paid in cash on the dates specified by the director.

122

Pursuant to the Phantom Stock Plan, Phar-Mor credits each Eligible Director
annually, commencing in October 1996, with that number of Phar-Mor Shares
whose aggregate fair market value on a date as specified under the Phantom
Stock Plan equals the amount of the then current annual retainer payable to
such Eligible Director, or such other amount as may be determined by
resolution of the Compensation Committee of the Phar-Mor Board. The award is
not in the form of actual Phar-Mor Shares, and no shares will be set aside for
the benefit of Eligible Directors under the Phantom Stock Plan. The number of
shares in each phantom stock account is subject to adjustment for dilution and
otherwise as set forth in the Phantom Stock Plan.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

Phar-Mor has entered into employment agreements with Messrs. Haft, Schwartz
and O'Leary, each of which is described below.

Mr. Robert Haft. The employment agreement with Mr. Haft has a rolling
three-year term commencing on the Restructuring Date (and each anniversary
thereof) that provides for Mr. Haft to serve as Chief Executive Officer
and, subject to his continued election to the Phar-Mor Board, as its
Chairman. Mr. Haft's initial annual base salary is $900,000, subject to
annual cumulative increases of 8%. The agreement provides for an annual
incentive bonus under a company-sponsored bonus plan (if a bonus plan is
approved, or otherwise as provided under a separate agreement between Phar-
Mor and Mr. Haft), if performance objectives are approved by the Phar-Mor
Board and such objectives are achieved, with a maximum bonus of 60% and a
minimum bonus of 21% of annual base salary, commencing for fiscal year
1996, and various other benefits summarized below.

Mr. Haft also was granted options to purchase 256,250 Phar-Mor Shares at
$8.00 per share under the Phar-Mor, Inc. 1995 Stock Incentive Plan. In
connection with the Combination, all such options will be automatically
converted into options to purchase 256,250 Cabot Noble Shares at an
exercise price of $8.00 per share under the Cabot Noble, Inc. 1997 Stock
Incentive Plan. Mr. Haft's employment agreement provides for additional
benefits in the future not less favorable than those provided under options
granted or to be granted to other executives during the term of the
employment agreement.

The employment agreement provides that Mr. Haft serve as Chief Executive
Officer and Chairman of the Phar-Mor Board. Mr. Haft may engage in other
activities or pursue other investments (including activities that may be
competitive with Phar-Mor's business provided that they do not unreasonably
impede the performance of his duties for Phar-Mor and do not violate
applicable legal requirements). The Phar-Mor Board has the authority to
terminate Mr. Haft's employment without compensation under certain
circumstances. The agreement does not require Mr. Haft to provide services
at Phar-Mor's principal locations. Mr. Haft may resign at any time without
violating the agreement, although his resignation without cause and without
the Phar-Mor Board's consent would otherwise be treated like a termination
for cause by Phar-Mor.

Mr. Haft's employment agreement also provides for a long-term performance
payout to Mr. Haft in an amount (subject to the offset referred to in the
last sentence of this paragraph) equal to 3% of (i) the increase (if any)
in the fair market value of the Phar-Mor Shares over $8.00 per share during
the 36-month period beginning on September 11, 1995 (or, in the case of
certain reorganizations, during the period from September 11, 1995 to the
date thereof) and (ii) the increase (if any) in the fair market value of
such stock over subsequent 36-month periods during the term of the
agreement (if any), commencing after the expiration of the initial 36-month
period. The calculation of increases in the market capitalization of Phar-
Mor will be adjusted for new offerings and for certain reorganizations and
acquisitions and other extraordinary events. One-half of the aggregate
annual bonuses paid or payable in respect of the applicable three-year
period will be offset against the long-term payout amount.

The employment agreement with Mr. Haft further provides for various
employee benefits and perquisites, including but not limited to payment, on
a tax reimbursed, "grossed up" basis, for a $3,000,000 whole life insurance
policy on Mr. Haft's life; disability insurance adequate to pay Mr. Haft
60% of base salary until age 70; reimbursement of all medical and dental
costs for Mr. Haft and his family; the use of a

123

company-owned car; and business expenses at locations other than Phar-Mor's
headquarters. The agreement with Mr. Haft provides that, if it is
terminated other than for cause, he is entitled to the present value of his
base salary, discounted at 5% for the remaining contract term, annual and
long-term incentive payments payable for the remainder of the term, the
accelerated vesting (and extended post-termination exercise periods) of all
outstanding stock options, continued health and other benefits and (as
further discussed below) tax-reimbursement in respect of any termination
payments that constitute excess parachute payments under Federal income tax
laws. A termination for cause by Phar-Mor, under the agreement, is limited
to death, permanent disability (as defined), acts of moral turpitude
concerning Phar-Mor, voluntary resignation, or the entry of a felony
conviction. For a discussion of certain benefits and other consequences for
Mr. Haft resulting from a change in control of Phar-Mor, see "--Change in
Control Consequences for Mr. Haft."

Mr. Schwartz. The employment agreement with Mr. Schwartz has a term of
two years commencing on September 11, 1995 and provides for Mr. Schwartz to
serve as Phar-Mor's President and Chief Operating Officer. Mr. Schwartz'
annual base salary is $600,000. The agreement provides for an annual
incentive bonus if Phar-Mor achieves certain performance objectives
approved by the Phar-Mor Board, with a target bonus of not less than 60% of
his annual base salary and a maximum of 100% of annual base salary, as
further described below. Mr. Schwartz was granted options to purchase
175,000 Phar-Mor Shares at $8.00 per share under the Phar-Mor, Inc. 1995
Stock Incentive Plan and a confirmation bonus of $450,000 plus 6,250 Phar-
Mor Shares. In connection with the Combination all such options will be
automatically converted into options to purchase 175,000 Cabot Noble Shares
at an exercise price of $8.00 per share under the Cabot Noble, Inc. 1997
Stock Incentive Plan.

Mr. O'Leary. The employment agreement with Mr. O'Leary also has a term of
two years from September 11, 1995 and provides for Mr. O'Leary to serve as
a senior officer, initially as Senior Vice President and Chief Financial
Officer of Phar-Mor. Mr. O'Leary's annual base salary is $236,500, subject
to periodic increases consistent with increases granted to other senior
officers (except Mr. Haft) generally. The agreement provides for an annual
incentive bonus if Phar-Mor achieves certain performance objectives
approved by the Phar-Mor Board, with a target bonus of not less than 50% of
annual base salary and a maximum of 100% of annual base salary, as further
described below. Mr. O'Leary was granted options to purchase 87,500 Phar-
Mor Shares at $8.00 per share under the Phar-Mor, Inc. 1995 Stock Incentive
Plan and a confirmation bonus of $200,000 plus 6,250 Phar-Mor Shares. In
connection with the Combination all such options will be automatically
converted into options to purchase 87,500 Cabot Noble Shares at an exercise
price of $8.00 per share under the Cabot Noble, Inc. 1997 Stock Incentive
Plan.

Under Phar-Mor's Corporate Executive Bonus Plan for Fiscal Year 1996 (the
"1996 Bonus Plan"), certain executive officers would be eligible to receive a
cash bonus if Phar-Mor achieved a pre-established level of performance for the
fiscal year. The participating executive would receive at least 60% of his or
her individual targeted percentage bonus ("target bonus") if this performance
were at target, and 35% of the target bonus (e.g., if the target bonus is 50%,
35% of 50%) if Phar-Mor's performance were at entry level; the remaining
amount (up to 40%) was subject to the discretion of the Phar-Mor Board. If
Phar-Mor did not achieve the targeted level of performance, but achieved an
"entry level" or minimum performance threshold for payment of bonuses
established by the Phar-Mor Board, the specific bonus amount between minimum
and target bonus levels would be extrapolated, pro rata, based on the
relationship of actual performance to the entry and target levels of
performance; 60% of such amount would be mandatory and up to 40%
discretionary. The entry level performance was not achieved in Fiscal Year
1996. However, the Phar-Mor Board elected to pay certain discretionary
bonuses. For the fiscal year ended June 29, 1996, total bonuses of $1,188,539
were paid to 110 employees under the 1996 Bonus Plan.

Mr. Haft's annual cash bonus rights under his employment agreement (which
will be subject to each year's bonus plan, or otherwise provided for under
separate agreement with Phar-Mor) are fixed at a maximum of 60% of base
salary, but are not be subject to the 60/40 discretionary allocation
applicable to other executives. If Phar-Mor's performance reaches the target
performance level, the full 60% target bonus will be payable to him; if Phar-
Mor's performance reaches the entry level performance, a 21% minimum bonus
will be paid, with the

124

actual bonus amount between 21% and 60% to be determined by the extrapolation
methodology described above. Mr. Haft also received a discretionary bonus for
Fiscal Year 1996 which was included in the amount above.

The general terms of the options granted to Messrs. Haft, Schwartz and
O'Leary are summarized above. Each of the employment agreements provides for
continued vesting and exerciseability of options during the term as if a
termination of employment did not occur (or, in Mr. Haft's case, acceleration
of vesting) if the employee is terminated without cause or if he terminates
for "good reason" because of certain unilateral material changes to certain
terms of his service or other events (as more fully defined in the
agreements). Mr. Haft's options in such circumstances may be exercised at any
time within 4 1/2 years after the Effective Date.

Loans. Under the terms of Mr. Haft's employment agreement and grant of
options, when consummated, Phar-Mor will agree to loan Mr. Haft an amount
equal to the exercise price of the options (upon exercise). No loans have been
made as of the date hereof. Such loan or loans will become due on the first to
occur of (i) the fifth anniversary of the date that the loan was made, (ii) to
the extent of net proceeds of sale, after payment of related taxes, five
business days after the sale of the shares so acquired, (iii) 30 days after a
termination of his employment by Phar-Mor for specified cause or his
resignation other than for specified "good reason", or (iv) by way of offset,
upon the payment of settlement amounts to him upon a termination without cause
by Phar-Mor. The loans will bear interest, payable semi-annually, on the
outstanding principal balance at the mid-term applicable federal rate in
effect on the date such loans were made and shall be subject to compliance
with applicable laws. The Phar-Mor, Inc. 1995 Stock Incentive Plan authorizes
the Administrator to make loans to other optionees to pay the exercise price
of options, subject to specified conditions.

Severance Plan. The employment agreements for Messrs. Schwartz and O'Leary
provide, in the case of a termination by Phar-Mor without cause or by them
"for good reason", for a severance payment equal to the highest of (1) the
amount available under the Phar-Mor severance policy at the time of
termination, (2) the base salary remaining under the individual's employment
agreement or (3) one year's base salary. Phar-Mor's current severance plan, as
it applies to officers, provides for payment of severance pay equal to salary
at the time of termination for a period of 26 weeks, plus one additional week
for each year of service, up to ten years. Mr. Haft's severance benefits are
described throughout this section and also depend upon the reasons for
termination.

Change in Control Consequences for Mr. Haft. The agreement with Mr. Haft
provides that upon a change in control (as defined) Mr. Haft will have the
right for 90 days to terminate the agreement without cause and realize the
present value of the full (and certain accelerated) benefits under the
agreement for what would otherwise be the remaining term, as in the case of a
termination by Phar-Mor without cause. A change in control under the agreement
may include (among other events) the removal of or failure to elect Mr. Haft
Chairman of the Phar-Mor Board, his involuntary disassociation from Hamilton
Morgan under certain circumstances by reason of the operation of certain buy-
sell agreements, certain changes in ownership involving 50% or more of the
voting stock (or voting control) of Phar-Mor, the sale of all or substantially
all of the assets of Phar-Mor, certain fundamental changes in the nature of
its business approved by shareholders, certain changes affecting a majority of
the Phar-Mor Board, or the acquisition by any person or group (other than
existing 25% holders or persons affiliated with Mr. Haft or FoxMeyer
Corporation) of 50% or more control of the assets or voting stock of Phar-Mor.
Such a termination by Mr. Haft would be deemed a termination without cause by
Phar-Mor and entitle him to the rights attendant thereto, in addition to
certain reimbursement for any excise taxes thereon on a "grossed-up" basis as
described below.

If the Transaction is consummated, Mr. Haft would have the right to
terminate his employment and accelerate the vesting of his options. Mr. Haft
has indicated his intention to continue his employment with Phar-Mor after
consummation of the Transaction.

Tax Considerations. Because the compensation of certain executive officers
will or may exceed $1,000,000 in any year, the provisions of Section 162(m) of
the Code may limit the deductibility of such compensation unless an exception
to such limitations is available. Because of uncertainties surrounding the

125

application and interpretation of such limits, no assurance can be given that
such compensation will be deductible. In addition, the employment agreement
with Mr. Haft provides explicit benefits in the event of a change in control.
To the extent these and other benefits (deemed to result from the change in
control) equal or exceed 300% of his average annual taxable compensation (as
defined in applicable regulations), the full amount of such excess ("parachute
payments") will not be deductible by Phar-Mor and the amount of the parachute
payments will reduce the $1,000,000 limit under Section 162(m).

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Ms. Haft and Messrs. Butler (the Committee Chairman), Estrin and Hopkins
served as members of the Compensation Committee during Fiscal Year 1996. The
Compensation Committee met twice during Fiscal Year 1996. Ms. Haft and Mr.
Hopkins are independent directors. Messrs. Butler and Estrin are co-Chief
Executive Officers, co-Chairman of the Board, and a major shareholders of
FoxMeyer Health and FoxMeyer Corporation. FoxMeyer Drug Corporation, a wholly
owned subsidiary of FoxMeyer Corporation, is Phar-Mor's principal supplier of
pharmaceuticals. See "--Certain Relationships and Related Transactions--
Transactions with FoxMeyer Drug Company."

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth in the table below is information, as of September 13, 1996, with
respect to the number of Phar-Mor Shares beneficially owned by (i) each person
or entity known by Phar-Mor to own more than five percent of the outstanding
Phar-Mor Shares, (ii) each director of Phar-Mor and (iii) each of the Phar-Mor
Named Officers. A person or entity is considered to "beneficially own" any
shares (i) over which such person or entity exercises sole or shared voting or
investment power or (ii) which such person or entity has the right to acquire
at any time within 60 days (e.g., through the exercise of options or
warrants).

126

NUMBER OF
PERCENT PHAR-MOR SHARES
NAME AND ADDRESS OF AMOUNT AND NATURE OF OF WHICH MAY BE ACQUIRED
BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(2) CLASS WITHIN 60 DAYS(3)
------------------- ----------------------- ------- ---------------------

Hamilton Morgan, L.L.C... 4,908,435(4) 39.7% 204,402(5)
3000 K Street, N.W.,
Suite 105
Washington, D.C. 20008
Lappin Capital 615,300(6) 5.1% --
Management, L.P.........
LBL Group, L.P.
767 Third Avenue, 16th
Floor
New York, NY 10017
Robert M. Haft........... 4,908,435(7) 39.7% 204,402(5)
20 Federal Plaza West
Youngstown, Ohio 44501
FoxMeyer Health 4,908,435(7) 39.7% 204,402(5)
Corporation.............
1220 Senlac Drive
Carrollton, TX 75006
M. David Schwartz........ 76,250 * 70,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
Daniel J. O'Leary........ 41,250 * 35,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
Michael K. Spear......... 20,000 * 20,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
John R. Ficarro.......... 6,000 * 6,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
Warren E. Jeffery........ 20,000 * 20,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
Sankar Krishnan.......... 10,000 * 10,000(8)
20 Federal Plaza West
Youngstown, Ohio 44501
Abbey J. Butler.......... 10,000(9) * 10,000(10)
1220 Senlac Drive
Carrollton, Texas 75006
Melvyn J. Estrin......... 10,000(9) * 10,000(10)
1220 Senlac Drive
Carrollton, Texas 75006
Linda Haft............... 10,000 * 10,000(10)
20 Federal Plaza West
Youngstown, Ohio 44501
Malcolm T. Hopkins....... 10,000 * 10,000(10)
20 Federal Plaza West
Youngstown, Ohio 44501

127

Richard M. McCarthy..... 11,304 * 10,000(10)
20 Federal Plaza West
Youngstown, Ohio 44501
Antonio C. Alvarez...... 466,667(11) 3.7% 416,667
885 Third Avenue
New York, NY 10022-4802
All Directors and
Executive Officers,
including those named
above, as a group (11
persons)............... 5,584,906(12) 42.3% 737,123

- --------
* less than 1%
(1) No director or executive officer is the beneficial owner of the other
equity securities of Phar-Mor or any of its subsidiaries.
(2) Unless otherwise indicated, each person or entity has sole investment
power and sole voting power with respect to the Phar-Mor Shares
beneficially owned by such person or entity.
(3) This column lists the number of Phar-Mor Shares which the named person or
entity has the right to acquire within 60 days after September 13, 1996
through the exercise of stock options and warrants. The Phar-Mor Shares
shown in this column are included in the Amount and Nature of Beneficial
Ownership column.
(4) Includes 3,750,000 Phar-Mor Shares owned directly by Hamilton Morgan, and
(i) 954,033 Phar-Mor Shares held directly by FoxMeyer Health, (ii) 91,902
Phar-Mor Shares subject to purchase by FoxMeyer Health within 60 days
upon exercise of warrants and (iii) 112,500 Phar-Mor Shares subject to
purchase by Mr. Haft within 60 days upon exercise of options (all such
shares held directly by FoxMeyer Health and subject to purchase by
FoxMeyer Health and Mr. Haft being collectively referred to herein as the
"Proxy Shares"). Hamilton Morgan has been granted sole voting power over
the Proxy Shares as a result of irrevocable proxies granted to Hamilton
Morgan by FoxMeyer Health and Mr. Haft. See "--Potential Changes in
Control" below. Certain shares indicated as being beneficially owned by
FoxMeyer Health are owned of record by FoxMeyer Drug Company. Information
concerning beneficial ownership of Phar-Mor Shares by FoxMeyer Health is
based on information furnished to Phar-Mor as of September 27, 1996 by
FoxMeyer Health.
(5) Includes 91,902 Phar-Mor Shares subject to purchase by FoxMeyer Health
within 60 days upon exercise of warrants and 112,500 Phar-Mor Shares
subject to purchase by Mr. Haft within 60 days upon exercise of options
awarded to Mr. Haft (of which options to purchase 102,500 Phar-Mor Shares
were awarded under the Phar-Mor, Inc. 1995 Stock Incentive Plan).
Pursuant to Mr. Haft's employment agreement with Phar-Mor, if the
Transaction is consummated, Mr. Haft would have the right to terminate
his employment and accelerate the vesting of his options. Mr. Haft has
indicated his intention to continue his employment with Phar-Mor after
consummation of the Transaction. See note 7 below.
(6) The information provided is based on reports on Schedule 13D filed by the
designated persons and entities with the Commission through September
1996.
(7) Includes 3,750,000 Phar-Mor Shares held directly by Hamilton Morgan and
the 1,158,435 Proxy Shares with respect to which Hamilton Morgan has sole
voting power. See note 4 above. Pursuant to the terms of the Hamilton
Morgan LLC Agreement, all of such Phar-Mor Shares may be voted only with
the consent of Hamilton Morgan's members. As of September 13, 1996,
Robert M. Haft and his wife, Mary Z. Haft, as tenants by the entirety,
owned 30.2% of the membership interests in Hamilton Morgan, Robert Haft
is the president of Hamilton Morgan and FoxMeyer Health owned 69.8% of
the membership interests in Hamilton Morgan. Accordingly, each of
FoxMeyer Health and Mr. Haft have shared voting power with respect to all
Phar-Mor Shares beneficially owned by Hamilton Morgan. The Proxy Shares
include options to purchase 102,500 Phar-Mor Shares awarded to Mr. Haft
under the Phar-Mor, Inc. 1995 Stock Incentive Plan.
(8) All such Phar-Mor Shares are subject to purchase by the indicated person
within 60 days upon exercise of options awarded under the Phar-Mor, Inc.
1995 Stock Incentive Plan.
(9) Messrs. Butler and Estrin are co-chairmen of the board, co-chief
executive officers and major shareholders of FoxMeyer Corporation and
FoxMeyer Health. FoxMeyer Drug Company, a wholly owned subsidiary of
FoxMeyer Corporation, is Phar-Mor's principal supplier of
pharmaceuticals. Messrs. Butler and Estrin disclaim beneficial ownership
of the Phar-Mor Shares shown as being beneficially owned by FoxMeyer
Health, FoxMeyer Drug Company and Hamilton Morgan.
(10) All such Phar-Mor Shares are subject to purchase within 60 days by the
indicated person upon exercise of options awarded under the Phar-Mor,
Inc. 1995 Director Stock Plan.
(11) Includes options to purchase 416,667 Phar-Mor Shares awarded to A&M
pursuant to the "Management Services Agreement" as defined in "--Certain
Relationships and Related Transactions" below. Mr. Alvarez resigned as an
officer of Phar-Mor as of the Restructuring Date.
(12) Includes 4,908,435 Phar-Mor Shares which Mr. Haft is deemed to
beneficially own, as described above in note 7. Also includes 466,667
Phar-Mor Shares which Mr. Alvarez is deemed to beneficially own, as
described above in note 12.

128

Potential Changes in Control. Hamilton Morgan owns directly 3,750,000 Phar-
Mor Shares representing 30.8% of the issued and outstanding Phar-Mor Shares as
of September 13, 1996. Pursuant to the terms of the Hamilton Morgan LLC
Agreement, all of such Phar-Mor Shares may be voted with the consent of
Hamilton Morgan's members. Accordingly, each of FoxMeyer Health and Mr. Haft
currently have shared voting power with respect to all such Phar-Mor Shares.
Pursuant to the Hamilton Morgan LLC Agreement, from and after May 1, 1996,
either member of Hamilton Morgan may offer to buy from, and sell to, the other
member its membership interest in Hamilton Morgan. Upon the occurrence of such
a sale or purchase, the purchasing member would obtain sole voting power over
the 3,750,000 Phar-Mor Shares held by Hamilton Morgan. However, in the event
of such a sale or purchase, the proxies granted by FoxMeyer Drug Company and
Mr. Haft to Hamilton Morgan with respect to the Proxy Shares would terminate,
and sole voting power with respect to such Phar-Mor Shares would revert to the
grantor of the proxy.

In connection with the purchase by Hamilton Morgan of such 3,750,000 Phar-
Mor Shares, FoxMeyer Health entered into a financing agreement with Credit
Lyonnais New York Branch ("Credit Lyonnais") pursuant to which Hamilton Morgan
pledged 2,617,500 Phar-Mor Shares as collateral. In the event of a default
under the financing agreement, Credit Lyonnais may acquire such Phar-Mor
Shares by foreclosing on its collateral. In addition, in the event that the
foregoing pledge by Hamilton Morgan is void for any reason, Credit Lyonnais
may enforce a lien on FoxMeyer Health's membership interest in Hamilton
Morgan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Hamilton Morgan. On the Restructuring Date, pursuant to
the Phar-Mor Restructuring and the Hamilton Purchase Agreement, Hamilton
Morgan purchased 1,250,000 Phar-Mor Shares from Phar-Mor and 2,500,000 Phar-
Mor Shares from Phar-Mor's prepetition senior secured creditors for a price of
$8.00 per share. Messrs. Haft, Butler and Estrin, each of whom was appointed a
director of Phar-Mor in connection with the Phar-Mor Restructuring and
currently serves as director of Phar-Mor, are affiliated with Hamilton Morgan.
As of September 13, 1996, Robert M. Haft and his wife Mary Z. Haft, as tenants
by the entirety, owned 30.2% of the membership interests and FoxMeyer Health
owned 69.8% of the membership interests in Hamilton Morgan and Robert Haft is
the president of Hamilton Morgan. Messrs. Butler and Estrin are co-chairmen of
the Board, co-chief executive officers and major shareholders of FoxMeyer
Health. See "--Security Ownership of Certain Beneficial Owners and
Management."

On the Restructuring Date, pursuant to the Phar-Mor Restructuring, Phar-Mor
paid Hamilton Morgan $1.0 million as reimbursement for Hamilton Morgan's
reasonable expenses, including fees and expenses of legal, accounting and
other outside advisors engaged by or on behalf of Hamilton Morgan, incurred in
connection with its purchase of Phar-Mor Shares and the Phar-Mor
Restructuring.

Transactions with Robert M. Haft. During the Phar-Mor bankruptcy, Hamilton
Morgan negotiated the terms of a purchase agreement with representatives of
Phar-Mor's senior secured lenders pursuant to which Hamilton Morgan agreed to
purchase on the Restructuring Date at least $30 million of Phar-Mor Shares in
reorganized Phar-Mor representing approximately 31% of such Phar-Mor Shares.
Such purchase agreement also provided that Hamilton Morgan's president, Robert
M. Haft, would become Chairman of the Board and Chief Executive Officer of
Phar-Mor and that Phar-Mor would propose a plan of reorganization to
restructure Phar-Mor consistent with the terms of such purchase agreement. On
the Restructuring Date, Robert M. Haft assumed the positions of Chairman of
the Board and Chief Executive Officer of Phar-Mor and Hamilton Morgan
designated four of the seven new directors of reorganized Phar-Mor. In
addition Phar-Mor entered into an employment agreement and an option agreement
with Mr. Haft.

Transactions with FoxMeyer Drug Company. In connection with the Phar-Mor
bankruptcy, FoxMeyer Drug Company filed a reclamation claim for $21 million.
Phar-Mor responded with a preference action asserting the $25 million in
payment received by FoxMeyer Drug Company during the period when the
pharmaceuticals sought to be reclaimed by FoxMeyer Drug Company had been
delivered to Phar-Mor should have been applied to the current shipment, thus
leaving FoxMeyer Drug Company with no unpaid-for goods, or alternatively that
the payments were preferences under Section 547 of the Bankruptcy Code.
FoxMeyer Drug Company raised an

129

ordinary course of business defense to the preference action and extensive
discovery ensued. On the eve of the trial, Phar-Mor and FoxMeyer Drug Company
reached a settlement (the "FoxMeyer Settlement").

The Bankruptcy Court approved the FoxMeyer Settlement on May 10, 1995. The
FoxMeyer Settlement provided for the issuance of 843,750 Phar-Mor Shares to
FoxMeyer Drug Company pursuant to the Phar-Mor Restructuring and the release
of all reclamation claims and preference claims. In addition, under the terms
of the settlement, FoxMeyer Drug Company agreed to modify restrictions under
its pharmaceutical supply agreement with Phar-Mor requiring Phar-Mor to
maintain a minimum number of operating stores.

FoxMeyer Drug Company also received 110,283 Phar-Mor Shares and warrants to
purchase 91,902 Phar-Mor Shares on account of its general unsecured claim.
FoxMeyer Drug Company is likely to receive additional Phar-Mor Shares and
additional warrants on account of its general unsecured claims in future
distributions to holders of unsecured claims, although Phar-Mor is unable to
determine the amount of any such Phar-Mor Shares or warrants at this time.

Following the Petition Date, Phar-Mor entered into a revised, long-term
Supply Agreement with FoxMeyer Drug Company to become Phar-Mor's primary
supplier of prescription medications until the later of August 17, 1997 or the
date on which Phar-Mor's purchases equal an aggregate net minimum of $1.4
billion of products. The Supply Agreement establishes certain minimum supply
requirements, specifies events of default, and limits damages recoverable in
the event of a termination.

Abbey J. Butler and Melvyn J. Estrin, directors of Phar-Mor, are co-chairmen
of the board, co-chief executive officers and major shareholders of FoxMeyer
Corporation and FoxMeyer Health. FoxMeyer Drug Company is a wholly owned
subsidiary of FoxMeyer Corporation, and FoxMeyer Health owns 69.8% of the
membership interest in Hamilton Morgan.

Transactions with Alvarez & Marsal, Inc. After the dismissal of Phar-Mor's
executive officers in August 1992 following the discovery of the fraud
perpetrated on Phar-Mor, the Phar-Mor Board retained the crisis management
firm of Alvarez & Marsal, Inc. ("A&M") to assume day-to-day management of
Phar-Mor. Antonio C. Alvarez, a founding principal of the firm, originally
served as President and Chief Operating Officer until David Schwartz was
retained to fill those positions, at which time Mr. Alvarez assumed the role
of Chief Executive Officer. Joseph A. Bondi, a Managing Director of A&M,
served as Senior Vice President and Chief Administrative Officer of Phar-Mor.
In addition, A&M provided other support personnel while Phar-Mor rebuilt its
financial staff. A&M's services were provided under the Management Services
Agreement pursuant to which Phar-Mor agreed to pay fixed fees, annual cash
bonuses and certain share incentives.

Under its terms as amended by the Phar-Mor Restructuring, the Management
Services Agreement terminated on October 28, 1995. Messrs. Alvarez and Bondi
resigned as officers as of the Restructuring Date. During the 60 day period
after the Restructuring Date, Mr. Alvarez served as a consultant to Phar-Mor.
On the Restructuring Date Messrs. Alvarez and Bondi were paid any accrued but
unpaid salary, their incentive bonuses for Phar-Mor's 1995 fiscal year in the
amount of $680,000, the pro rated amount of their incentive bonuses for

130

the 1996 fiscal year ($135,926) and consulting fees of $150,000 for Mr.
Alvarez's services during the 60 days after the Restructuring Date.

The Management Services Agreement, as amended, also provided for the payment
to A&M of a confirmation bonus of $2.1 million and the issuance to A&M of
50,000 Phar-Mor Shares on the Restructuring Date in lieu of a $2.5 million
cash payment originally provided to be paid A&M on such date under the
Management Services Agreement. In addition to the foregoing, the Phar-Mor
Restructuring also included provisions for the issuance to A&M of options to
purchase 416,667 Phar-Mor Shares, and a related registration rights agreement.

Transaction with Giant Eagle, Inc. Certain holders of more than 5% of the
pre-reorganization common stock of Phar-Mor were parties to transactions with
Phar-Mor which are part of the public record of the Bankruptcy Court
proceedings. Pursuant to the Phar-Mor Restructuring, disputes with respect to
these transactions were settled and agreements with respect thereto were
amended and/or terminated, including, without limitation, (i) the leases
between Phar-Mor and Giant Eagle and affiliates of Giant Eagle with respect to
Phar-Mor's two warehouses in Austintown, Ohio and equipment located at the
warehouses, and (ii) the lease with respect to Phar-Mor's office headquarters
in Youngstown, Ohio.

131

DESCRIPTION OF CAPITAL STOCK OF CABOT NOBLE

The capital stock of Cabot Noble consists of 250 million authorized shares,
of which 200 million shares are designated Common Stock, par value $0.01 per
share, and 50 million shares are designated Preferred Stock, par value $0.01
per share.

COMMON STOCK

As of the date hereof, there are 100 Cabot Noble Shares issued and
outstanding, all of which are currently owned by Phar-Mor. Cabot Noble has no
preemptive, exchange or conversion rights. Holders of Cabot Noble Shares are
entitled to one vote per share on all matters to be voted on by shareholders,
except as may otherwise be provided in Preferred Stock Designations. The
holders of Cabot Noble Shares are entitled to receive such dividends, if any,
as may be declared from time to time by the Cabot Noble Board in its
discretion from funds legally available therefor. Upon liquidation or
dissolution of Cabot Noble and the satisfaction of creditors, the holders of
Cabot Noble Shares are entitled to receive all assets remaining available for
distribution to the shareholders. All of the outstanding Cabot Noble Shares
are fully paid and nonassessable, and the Cabot Noble Shares to be outstanding
upon completion of the Combination will be fully paid and nonassessable.

PREFERRED STOCK

The Cabot Noble Board is authorized, without any further action by the
shareholders of Cabot Noble, to issue the Preferred Stock from time to time in
such series, in such number of shares and with such dividend, redemption,
liquidation, voting, conversion and other rights in preference to Cabot Noble
Shares as the Cabot Noble Board may determine. The issuance of Preferred Stock
could have the effect of diluting the earnings per share and book value Cabot
Noble Shares, and such additional shares could adversely affect the voting
power of the holders of the Cabot Noble Shares and otherwise could be used to
dilute the stock ownership of persons holding Cabot Noble Shares, including
persons seeking to gain control of Cabot Noble.

WARRANTS

Prior to the Effective Date (as defined in the Combination Agreement), Phar-
Mor had issued certain warrants to purchase Phar-Mor Shares pursuant to that
certain warrant agreement between Phar-Mor and Society National Bank dated as
of September 11, 1995 (the "Phar-Mor Warrant Agreement"). In fulfillment of a
condition to the Transaction, Cabot Noble has adopted a warrant agreement
between Cabot Noble and Society National Bank, effective as of the Effective
Date (the "Cabot Noble Warrant Agreement"). Pursuant to the Combination
Agreement, on the Effective Date each warrant issued under the Phar-Mor
Warrant Agreement (the "Phar-Mor Warrants") will be converted automatically
into a Cabot Noble Warrant to purchase the same number of Cabot Noble Shares.

The Cabot Noble Warrant Agreement governs Cabot Noble Warrants to purchase
up to 1,250,000 Cabot Noble Shares. Society National Bank serves as the
warrant agent. The Cabot Noble Warrants will expire at the close of business
on September 10, 2002 or, if such date is not a business day, on the next
succeeding business day. Each Cabot Noble Warrant entitles the holder thereof
to acquire one share (subject to adjustment as described below) of Cabot Noble
Shares at an initial exercise price of $13.50 per Cabot Noble Warrant (subject
to adjustment as described below) payable in cash or by surrender of Phar-
Mor, Inc. Senior Notes Due 2002 (valued at remaining principal plus accrued
and unpaid interest).

The exercise price and the number of Cabot Noble Shares purchasable upon
exercise of outstanding Cabot Noble Warrants are subject to adjustment upon
the occurrence of certain events, including subdivision and combinations of
Cabot Noble Shares; the payment of a dividend in Cabot Noble Shares or other
distribution of Cabot Noble Shares without consideration; the issuance to all
holders of Cabot Noble Shares of certain rights or warrants entitling them,
under certain conditions, to subscribe for Cabot Noble Shares at less than the
then-current market price (as determined in the manner set forth in the Cabot
Noble Warrant Agreement); and the

132

distribution to all holders of Cabot Noble Shares of assets (excluding cash
dividends) or subscription rights or warrants (other than those described
above) as set forth in the Cabot Noble Warrant Agreement. No adjustment will
be required upon the occurrence of any of the foregoing events unless such
adjustment would require an increase or decrease of at least 1% of the
exercise price of the Cabot Noble Warrants; provided that any such adjustment
not required to be made will be carried forward and taken into account in any
subsequent adjustment.

In case of reclassifications or changes of outstanding shares or any
consolidation or share exchange with, merger into or sale or conveyance of the
property of Cabot Noble substantially as an entirety to any other corporation,
each Warrant will thereupon become exercisable only for the number of shares
of stock or other securities or assets to which a holder of the number of
Cabot Noble Shares purchasable upon exercise of such Warrant would be
entitled.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Cabot Noble Shares is Key Corp.

133

COMPARISON OF RIGHTS OF PHAR-MOR AND SHOPKO SHAREHOLDERS
AND CABOT NOBLE STOCKHOLDERS

Phar-Mor is incorporated under the laws of the Commonwealth of Pennsylvania,
ShopKo is incorporated under the laws of the State of Minnesota, and Cabot
Noble is incorporated under the laws of the State of Delaware. Holders of
Phar-Mor Shares, whose rights as shareholders are currently governed by the
Pennsylvania Law and Phar-Mor's restated articles of incorporation (the "Phar-
Mor Articles") and by-laws (the "Phar-Mor Bylaws"), which were amended and
restated as of September 11, 1995 will, upon consummation of the Combination,
become stockholders of Cabot Noble and their rights will be governed by the
Delaware Law and the Cabot Noble Certificate and the Cabot Noble Bylaws.
Likewise, holders of ShopKo Shares, whose rights as shareholders are currently
governed by the Minnesota Law and ShopKo's restated articles of incorporation,
as amended by those certain Articles of Amendment dated September 4, 1991 (the
"ShopKo Articles") and by-laws (the "ShopKo Bylaws") will, upon consummation
of the Combination, become stockholders of Cabot Noble and their rights will
be governed by the Delaware Law and the Cabot Noble Certificate and the Cabot
Noble ByLaws. Below is a summary of some of the important differences between:
(a) the charter documents of Cabot Noble and Phar-Mor (and between the
Delaware Law and the Pennsylvania Law); and (b) the charter documents of Cabot
Noble and ShopKo (and between the Delaware Law and the Minnesota Law).

The following summary does not purport to be a complete statement of the
rights of Phar-Mor shareholders under the Pennsylvania Law and the Phar-Mor
Articles and the Phar-Mor Bylaws and the rights of ShopKo's shareholders under
the Minnesota Law and the ShopKo Articles and the ShopKo Bylaws, as compared
with the rights of Cabot Noble stockholders under the Delaware Law and the
Cabot Noble Certificate and the Cabot Noble ByLaws. The identification of
specific differences is not meant to indicate that other equally or more
significant differences do not exist. Such differences can be determined in
full by reference to the Pennsylvania Law, the Minnesota Law, the Delaware Law
and respective corporate documents of Phar-Mor, ShopKo and Cabot Noble.

CLASSES AND SERIES OF CAPITAL STOCK

Phar-Mor. The Phar-Mor Articles authorize Phar-Mor to issue 40,000,000 Phar-
Mor Shares, and 10,000,000 shares of Preferred Stock, par value $.01 per share
("Phar-Mor Preferred Shares"). As of , 1996, Phar-Mor Shares and no
Phar-Mor Preferred Shares were issued and outstanding.

ShopKo. The ShopKo Articles authorize ShopKo to issue 75,000,000 ShopKo
Shares and 20,000,000 shares of Preferred Stock, par value $.01 per share
("ShopKo Preferred Shares"). As of , 1996, ShopKo Shares and no
ShopKo Preferred Shares were issued and outstanding.

Cabot Noble. The Cabot Noble Certificate authorizes Cabot Noble to issue
200,000,000 Cabot Noble Shares, and 50,000,000 shares of Preferred Stock, par
value $.01 per share ("Cabot Noble Preferred Shares"). As of , 1996, 100
Cabot Noble Shares and no Cabot Noble Preferred Shares were issued and
outstanding.

DIRECTOR AND OFFICER LIABILITY AND INDEMNIFICATION

Phar-Mor. The Pennsylvania Law permits a corporation to include in its
bylaws a provision adopted by the vote of its shareholders which eliminates
the personal liability of directors for monetary damages for any action taken
or omitted unless (i) the directors have breached or failed to perform their
duties and (ii) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness. However, a corporation may not eliminate
personal liability where the responsibility or liability of a director is
pursuant to any criminal statute or is for the payment of taxes pursuant to
local, State or Federal law. The Phar-Mor Bylaws limit director liability to
the fullest extent permitted by the laws of Pennsylvania.

The Pennsylvania Law permits a business corporation, unless otherwise
restricted by its bylaws, to indemnify any person involved in any third party
or derivative action by reason of the person's being or having

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been a representative of the corporation, if the person acted in good faith
and reasonably believed that his actions were in, or not opposed to, the best
interests of the corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe that his conduct was unlawful. In general, no
indemnification is allowable in derivative actions where the person has been
adjudged liable to the corporation unless and only to the extent that the
court finds him entitled to indemnification for expenses incurred. To the
extent that a representative of a business corporation has been successful on
the merits or otherwise in defense of a third party or derivative action,
indemnification for expenses incurred is mandatory. Pennsylvania Law provides
that provisions on indemnification shall not be deemed exclusive of any other
rights to which a person may be entitled under any bylaw, agreement or
otherwise, provided that indemnification shall not be made in the case of
willful misconduct or recklessness. The Phar-Mor Articles provide for the
indemnification, to the fullest extent permitted by applicable law, of each
director and executive officer of Phar-Mor. The Phar-Mor Articles also provide
that Phar-Mor may, in the discretion of the Phar-Mor Board, indemnify any
other person who was or is an "authorized representative" of Phar-Mor, which
term is defined to mean any officer, employee or agent of Phar-Mor, or a
person serving at the request of Phar-Mor as a director, officer, partner,
trustee, employee, fiduciary, agent or representative of another corporation
for profit or not-for-profit, partnership, joint venture, trust or other
entity or enterprise.

ShopKo. The Minnesota Law permits a corporation's articles of incorporation
to limit or eliminate a directors' liability to the corporation or its
shareholders for monetary damages for breach of fiduciary duty except for (a)
any breach of the director's duty of loyalty to the corporation or its
shareholders, (b) acts or omissions not in good faith, (c) acts or omissions
that involve intentional misconduct, (d) acts or omissions that involve a
knowing violation of law, (e) illegal distributions, (f) liability under
Minnesota's securities statute, (g) any transaction from which the director
derived an improper personal benefit, or (h) any act or omission occurring
prior to the date when the provision in the articles of incorporation limiting
or eliminating liability becomes effective. The ShopKo Articles limit director
liability to the fullest extent permitted by the Minnesota Law.

The Minnesota Law requires a corporation to indemnify its directors,
committee members, officers, and employees who are made or threatened to be
made party to a proceeding (including shareholder derivative actions) by
reason of the former or present official capacity of the director, committee
member, officer or employee, against judgments, penalties, fines, settlements
and reasonable expenses if certain specified statutory criteria are satisfied.
The Minnesota Law permits a corporation to prohibit or limit indemnification
or advances by so providing in its articles of incorporation or its bylaws.
The ShopKo Articles are silent on the issue of indemnification and the ShopKo
Bylaws state that ShopKo shall indemnify officers and directors for such
expenses and liabilities, in such manner, under such circumstances, and to the
extent permitted by the Minnesota Law. Advances are also mandatory if certain
conditions are satisfied.

Cabot Noble. The Delaware Law allows a Delaware corporation to include a
provision in its certificate of incorporation limiting or eliminating the
liability of directors for monetary damages for a breach of their duty of
care, provided such directors acted in good faith. However, limitation of
liability for (i) breaches of duty of loyalty, (ii) acts or omissions
involving intentional misconduct or knowing violations of law, (iii) the
payment of unlawful dividends, stock repurchases or redemptions, or (iv) any
transaction in which the director received an improper personal benefit, is
not allowed. Statutory authority is granted to Delaware corporations to
indemnify directors, officers and agents, and mandates indemnification under
limited circumstances. Indemnification against expenses incurred by an
officer, director or agent in connection with a proceeding against such person
for actions in such capacity is mandatory to the extent that a person has been
successful on the merits. Advancement of such expenses (i.e., payment prior to
a determination on the merits) is permissive only and such person must repay
such expenses if it is ultimately determined that he is not entitled to
indemnification.

The Delaware Law also permits a corporation to indemnify a director, officer
or agent for fines, judgments or settlements, as well as expenses in the
context of third-party actions, if such person acted in good faith and in or
not opposed to the best interests of the corporation, or in the case of a
criminal action, had no reasonable cause to believe his conduct was unlawful.
Indemnification in the context of derivative actions is restricted to expenses
only. Further, if an officer, director or agent is adjudged liable to the
corporation, expenses are not

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allowable, subject to limited exceptions where a court deems the award of
expenses appropriate. Determinations regarding permissive indemnification are
to be made by the majority vote of disinterested directors (even if less than
a quorum), or, if there are no such directors, or if such directors so direct,
by independent legal counsel or by the stockholders. Statutory indemnification
is not exclusive. Situations may arise in which a corporation has powers to
indemnify which extend beyond those granted by statute.

The Delaware Law grants express authority to a Delaware corporation to
purchase insurance for director and officer liability. Such insurance may be
purchased for any officer, director or agent, regardless of whether that
individual is otherwise eligible for indemnification by the corporation.

The Delaware Law contains no express statutory provision identifying the
appropriate standard of proof in actions against directors and officers.
Delaware case law indicates that the standard of proof in such actions is a
preponderance of the evidence. Although Delaware has not codified the business
judgment rule, the Delaware courts have developed a "modified" business
judgment rule that places the initial burden on directors and officers in the
context of contests for corporate control or the adoption of defensive
measures.

The Cabot Noble Certificate provides that, to the full extent permitted by
law, a director shall not be personally liable to Cabot Noble or its
stockholders for or with respect to any acts or omissions in the performance
of his or her duties as a director, and provides that any repeal of
modification by the stockholders of the limitation on director liability will
not adversely affect any right or protection existing at the time of such
repeal or modification.

The Cabot Noble Certificate provides that directors and officers will be
indemnified and, at Cabot Noble's option, it may indemnify any other person
who is or was serving or who had agreed to serve at the request of the Cabot
Noble Board or an officer of Cabot Noble as an employee or agent of Cabot
Noble or as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other entity, whether for profit or not
for profit (including the heirs, executors, administrators and estate of such
person) to the fullest extent permitted by law. The Cabot Noble Certificate
also permits separate indemnification agreements and provides that the
indemnification rights found therein may be greater or different from the
indemnification rights provided for in the Cabot Noble Certificate or under
the Delaware Law. The Cabot Noble Bylaws also provide that Cabot Noble may
purchase and maintain insurance to protect itself and any person entitled to
indemnification against any expenses, judgments, fines, and amounts paid in
settlement or incurred by such person, to the fullest extent permitted by
applicable law as then in effect. In addition, the Cabot Noble Bylaws provide
that Cabot Noble may enter into contracts, create a trust fund, grant a
security interest, or use other means to ensure the payment of such amounts as
may be necessary to effect the indemnification provided for in the Cabot Noble
Bylaws.

SPECIAL MEETINGS OF SHAREHOLDERS

Phar-Mor. Special meetings of the shareholders of Phar-Mor may be called the
Phar-Mor Board or a qualified shareholder (generally, since January 1, 1980, a
holder of 20% or more of the outstanding Phar-Mor Shares). Because Phar-Mor is
a "registered" corporation (i.e., the Phar-Mor Shares are registered under the
Exchange Act), a Phar-Mor shareholder is not entitled to call a special
meeting of shareholders unless such shareholder is an "interested shareholder"
(as defined in Section 2553 of the Pennsylvania Law) calling a special meeting
for the purpose of approving a "business combination" (as defined in Section
2554 of the Pennsylvania Law) with such "interested shareholder." An
"interested shareholder" is a person who, together with its affiliates and
associates, owns (or owned within the preceding five-year period) 20% or more
of a "registered" corporation's shares entitled to vote generally in the
election of directors ("Voting Shares"); and a "business combination" includes
mergers, consolidations, asset sales, share exchanges, divisions of a
"registered" corporation or any subsidiary thereof and other transactions
resulting in a disproportionate financial benefit to an "interested
shareholder."

ShopKo. The Minnesota Law provides that special meetings of the shareholders
may be called by: (i) the chief executive officer; (ii) the chief financial
officer; (iii) two or more directors; (iv) any person authorized in

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the articles of incorporation or the bylaws to do so; or (v) a shareholder or
shareholders holding 10% or more of the voting power of all shares entitled to
vote (except in the case of a special shareholder meeting called to address
any action related to facilitating or effecting a business combination, which
requires a shareholder or shareholders holding 25% or more of the voting power
of all shares entitled to vote). The ShopKo Bylaws do not alter the
aforementioned requirements.

Cabot Noble. Under the Delaware Law, special stockholder meetings may be
called only by the board of directors or others as may be authorized by the
certificate of incorporation or bylaws. The Cabot Noble Bylaws provide that a
special meeting of stockholders may be called by: (i) the chairman, (ii) the
secretary within 10 calendar days after receipt of the written request of a
majority of the total number of directors that Cabot Noble would have if there
were no vacancies on the Cabot Noble Board, or (ii) upon the receipt by Cabot
Noble of a written request executed by the holders of not less than 33% of the
votes of all outstanding voting stock entitled to vote generally in the
election of directors.

ANNUAL MEETING OF SHAREHOLDERS

Phar-Mor. Under the Pennsylvania Law, if the annual meeting or other regular
meeting of shareholders for election of directors is not called and held
within six months after the designated time, any shareholder may call the
meeting at any time thereafter.

ShopKo. Under the Minnesota Law, if a regular meeting of shareholders has
not been held during the immediately preceding 15 months, a shareholder or
shareholders holding 3% or more of the voting power of all shares entitled to
vote may demand a regular meeting of shareholders by written notice of demand
given to the chief executive officer or the chief financial officer of the
corporation. Within 30 days after receipt of the demand by one of those
officers, the board of directors shall cause a regular meeting of shareholders
to be called and held on notice no later than 90 days after receipt of the
demand, all at the expense of the corporation.

Cabot Noble. Under the Delaware Law, if the annual meeting for the election
of directors is not held on the designated date, the directors are required to
cause such meeting to be held as soon thereafter as may be convenient. If they
fail to do so for a period of 30 days after the designated date, or if no date
has been designated, for a period of 13 months after the organization of the
corporation or after its annual meeting, the Court of Chancery may summarily
order a meeting to be held upon application of any stockholder or director.
However, the Delaware Law does not provide for a stockholder to call such
meeting, otherwise than by application to the Court of Chancery.

DIVIDENDS AND DISTRIBUTIONS

Phar-Mor. Under the Pennsylvania Law, unless otherwise restricted in its
bylaws, the board of directors may authorize and a business corporation may
pay dividends or make other distributions to shareholders. However, a
distribution may not be made if, as a result of such distribution: (i) the
corporation would be unable to pay its debts as they become due in the usual
course of business; or (ii) the total assets of the corporation would be less
than the sum of its total liabilities plus (unless otherwise provided in the
articles) the amount that would be needed, if the corporation were to be
dissolved at the time as of which the distribution is measured, to satisfy the
preferential rights upon dissolution of shareholders whose preferential rights
are superior to those receiving the distribution. Total assets and liabilities
for this purpose are to be determined by the board of directors, which may
base its determination on one or more of the following: book value, or current
value, of the corporation's assets and liabilities, unrealized appreciation
and depreciation of the corporation's assets and liabilities and any other
method that is reasonable in the circumstances. The Phar-Mor Bylaws do not
contain any limitations on such powers.

ShopKo. Under the Minnesota Law, unless otherwise provided in its articles
or bylaws, a corporation may make a distribution only if the corporation is
able to pay its debts in the ordinary course of business after making the
distribution. A distribution may be made to holders of a class or series of
shares only if all amounts payable

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to holders of shares having a preference are paid (except for those having
waived rights to payment) and if payment of such distribution does not reduce
the remaining net assets of the corporation below the aggregate preferential
amount payable upon liquidation (unless the distribution is made to
shareholders in the order of and to the extent of their respective priorities
or if the holders of shares who do not receive distributions give notice to
the corporation of their agreement to waive their rights to that
distribution). The ShopKo Articles and Bylaws do not provide otherwise for the
payment of dividends.

Cabot Noble. Under the Delaware Law, subject to any restriction contained in
its certificate of incorporation, the board of directors may declare and the
corporation may pay dividends or other distributions upon the shares of its
capital stock either: (i) out of "surplus"; or (ii) in the event that there is
no surplus, out of the net profits for the fiscal year in which the dividend
is declared and/or the preceding fiscal year, unless net assets (total assets
in excess of total liabilities) are less than the capital of all outstanding
preferred stock. "Surplus" is defined as the excess of the net assets of the
corporation over the amount determined to be the capital of the corporation by
the board of directors (which amount cannot be less than the aggregate par
value of all issued shares of capital stock).

APPRAISAL RIGHTS

Phar-Mor. The Pennsylvania Law provides that shareholders have a right of
appraisal (i.e., the right to dissent and obtain payment of the judicially-
determined "fair value" of their shares) with respect to specified corporate
actions, including: (i) a plan of merger, consolidation, division, share
exchange or conversion; (ii) certain other plans or amendments of the articles
in which disparate treatment is accorded to holders of shares of the same
class or series; and (iii) a sale or transfer of all or substantially all of
the corporation's assets. Appraisal rights are not provided to holders of
shares of any class that is either listed on a national securities exchange or
held of record by more than 2,000 shareholders; however, this exception to the
provision of appraisal rights does not apply in the case of: (x) a plan under
which such shares are not converted solely into shares of the acquiring,
surviving, new or other corporation, or solely into such shares and money in
lieu of fractional shares; (y) shares of a preferred or special class of
stock, unless the articles, the plan or the terms of the transaction entitle
all holders of such class to vote thereon and require for adoption of the plan
the affirmative vote of a majority of the votes cast by all holders of shares
by all holders of such class; or (z) subject to certain exceptions, shares
entitled to dissenters rights because an amendment or a plan contains a
provision for special treatment without requiring for the adoption of the
amendment or plan the requisite statutory class vote.

ShopKo. The Minnesota Law makes dissenters' rights available to dissenting
shareholders in the event of certain actions including: (i) an amendment of
the articles of incorporation that materially and adversely affects the rights
and preferences of the shares of the dissenting shareholder in certain
specified respects; (ii) a sale, lease, transfer or other disposition of all
or substantially all of the assets of the corporation (subject to certain
exceptions, including a disposition for cash on terms requiring that all or
substantially all of the net proceeds of the disposition be distributed pro
rata to the shareholders of the corporation within one year after the
disposition); (iii) a plan of merger to which the corporation is a party
(except that, unless the articles, bylaws, or a resolution approved by the
board of directors otherwise provides, dissenters' rights are not available to
a shareholder of the surviving corporation in a merger if the shares of the
shareholder are not entitled to vote on the merger); (iv) a plan of exchange
to which the corporation is a party as the corporation whose shares will be
acquired by the acquiring corporation, if the shares of the shareholder are
entitled to vote on the plan; and (v) any other corporate action taken
pursuant to a shareholder vote with respect to which the corporation's
articles of incorporation, bylaws or a board resolution directs that
dissenting shareholders may obtain payment for their shares. The ShopKo
Articles and Bylaws do not grant any other dissenters' rights and no ShopKo
Board resolutions have been adopted that grant such rights.

Cabot Noble. The Delaware Law provides for appraisal rights only in the case
of a merger or consolidation and not (unless the certificate of incorporation
provides otherwise) in the case of a sale or transfer of assets or a purchase
of assets for stock, regardless of the number of shares of stock being issued.
The Delaware Law does not provide appraisal rights (unless the certificate of
incorporation provides otherwise) to holders of shares listed

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on a national securities exchange or held of record by more than 2,000
stockholders. The Cabot Noble Certificate and the Cabot Noble Bylaws do not
contain any additional provisions relating to dissenters rights of appraisal.

SHAREHOLDER APPROVAL OF MERGERS

Phar-Mor. Under the Pennsylvania Law, unless required by the bylaws of the
corporation (the Phar-Mor Bylaws contain no such requirement), shareholder
approval is not required for a plan of merger or consolidation if: (i) the
plan does not alter the status of the corporation as a domestic business
corporation and the shares outstanding prior to the merger or consolidation
will continue as or be converted into identical shares of the surviving or new
corporation; (ii) prior to the adoption of the plan and at all times
thereafter prior to its effective date, another corporation that is a party to
the plan owns 80% or more of the outstanding shares of each class of the
corporation; or (iii) no shares of the corporation have been issued prior to
the adoption of the plan of merger or consideration by Phar-Mor. In cases
where shareholder approval is required, the Pennsylvania Law provides that a
merger or consolidation shall be approved by a majority of the votes cast by
holders of securities entitled to vote thereon. The presence, in person or by
proxy, of the holders of at least a majority of shares entitled to vote is
necessary to constitute a quorum at a meeting of shareholders held for such
purpose.

ShopKo. Under the Minnesota Law, the plan of a merger generally must be
approved by the holders of a majority of the voting power of the shares
entitled to vote of each of the merging corporations, but need not be approved
by the shareholders of any parent corporation, even when the parent
corporation's securities are to be used as consideration for the merger.
Unless otherwise required in a corporation's articles of incorporation, the
Minnesota Law does not require a shareholder vote of the surviving corporation
to approve the plan of merger if (i) the merger agreement does not amend the
existing articles of incorporation; (ii) each share of the surviving
corporation outstanding before the merger is an identical outstanding share
after the merger; (iii) the voting power of the outstanding shares of the
corporation entitled to vote immediately after the merger, plus the voting
power of the shares of the corporation entitled to vote issuable on conversion
of, or on exercise of rights to purchase, securities issued in the
transaction, will not exceed by more than 20 percent, the voting power of the
outstanding shares of the corporation entitled to vote immediately before the
transaction; or (iv) the number of participating shares of the corporation
(outstanding shares of the corporation that entitle their holders to
participate without limitation in the distributions of the corporation)
immediately after the merger, plus the number of participating shares issuable
on conversion of, or on the exercise of rights to purchase, securities issued
in the transaction, will not exceed by more than 20 percent, the number of
participating shares immediately prior to the transaction. Under the Minnesota
Law, a disposition of all or substantially all of a corporation's assets other
than in the usual and regular course of business requires the approval of the
holders of a majority of the voting power of the outstanding shares of the
corporation.

The ShopKo Articles, subject to certain exceptions, require special voting
for certain combinations with a direct or indirect beneficial owner of at
least 5% of the outstanding shares of capital stock of ShopKo entitled to vote
generally in the election of directors (voting as a single class) including:
(i) any merger or consolidation; (ii) any sale, lease, exchange or other
disposition of all or any substantial part of the assets of the corporation;
(iii) the issuance or transfer of any securities of the corporation to another
person or entity in exchange for assets or securities or a combination thereof
with an aggregate market value of $5 million or more; (iv) and the issuance or
transfer of any securities of the corporation to any other person or entity
for cash. In order to approve the aforementioned transactions, the ShopKo
Articles require the affirmative vote of the holders of at least 75% of the
outstanding shares of capital stock entitled to vote generally in the election
of directors (voting as a single class) and at least a majority of the
outstanding shares of capital stock of the corporation not beneficially owned
by the other party to the transaction; however, the provision in ShopKo's
Articles which requires the super-majority vote is inapplicable to the
Combination.

Cabot Noble. Under the Delaware Law, unless required by its certificate of
incorporation (the Cabot Noble Certificate does not contain any such
requirement), no vote of stockholders of a constituent corporation surviving a
merger will be necessary to authorize a merger if: (i) the agreement of merger
does not amend the certificate of incorporation of the constituent
corporation; (ii) each share of stock of the constituent corporation
outstanding

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prior to the merger is to be an identical outstanding or treasury share of the
surviving corporation after the merger; and (iii) either no shares of common
stock of the surviving corporation and no shares, securities or obligations
convertible into such stock are to be issued or delivered under the plan of
merger, or the authorized unissued shares of the treasury of shares of common
stock of the surviving corporation to be issued or delivered under the plan of
merger plus those initially issuable upon conversion of any other shares,
securities or obligations to be issued or delivered under such plan do not
exceed 20% of the shares of common stock of such constituent corporation
previously outstanding, plus certain other conditions. Additionally, under the
Delaware Law, a corporation that is the record holder of at least 90% of the
outstanding shares of each class of the stock of a subsidiary corporation may
cause the subsidiary corporation to merge with the parent corporation, without
the need to obtain the approval of the subsidiary's stockholders or the board
of directors. In cases where stockholder approval is required, the Delaware
Law provides that a merger or consolidation will be adopted upon the vote of a
majority of the outstanding stock of the corporation entitled to vote thereon.

STOCK REPURCHASES

Phar-Mor. Under the Pennsylvania Law, a corporation may acquire its own
shares. A purchase, redemption or other acquisition by a corporation of its
shares is treated as a distribution by the corporation to or for the benefit
of its shareholders and is subject to the limitations described above under
the caption "Dividends and Distributions." If the articles provide that shares
acquired by the corporation shall not be reissued, the authorized shares of
the class shall be reduced by the number of shares acquired. In any other
case, the shares acquired shall be deemed to be issued but not outstanding,
except that, unless otherwise provided by the bylaws, the board of directors
may, by resolution, restore any or all of the previously issued shares of the
corporation owned by it to the status of authorized but unissued shares.

ShopKo. Under the Minnesota Law, a corporation may acquire its own shares. A
purchase, redemption or other acquisition by a corporation of its shares is
treated as a distribution by the corporation to or for the benefit of its
shareholders and is subject to the limitations described above under "--
Dividends and Distributions." In addition, except for redemptions of shares
acquired in a control share acquisition, a corporation may not directly or
indirectly, purchase or agree to purchase any shares entitled to vote from any
entity that beneficially owns more than five percent of the voting power of
the corporation for more than the market value thereof if the shares have been
beneficially owned by the entity for less than two years, unless the purchase
or agreement to purchase is approved at a meeting of shareholders by the
affirmative vote of the holders of a majority of the voting power of all
shares entitled to vote or the corporation makes an offer, of at least equal
value per share, to all holders of shares of the class or series and to all
holders of any class or series into which the securities may be converted.

Cabot Noble. Under the Delaware Law, a corporation may not purchase or
redeem its own shares of capital stock when the capital of the corporation is
impaired or when such purchase or redemption would cause any impairment of the
capital of the corporation. However, a corporation may purchase or redeem out
of capital any of its own preferred shares if such shares will be retired upon
the acquisition thereof and the capital of the corporation will be thereby
reduced.

REMOVAL OF DIRECTORS

Phar-Mor. Under the Pennsylvania Law, unless the bylaws provide otherwise,
directors of a corporation may be removed from office without cause by the
vote of shareholders entitled to elect directors. Notwithstanding the
foregoing, unless otherwise provided in the articles, if a by-law of the
corporation adopted by the shareholders provides for a classified board of
directors, directors may be removed from office only for cause by the vote of
shareholders entitled to vote on the matter. The Phar-Mor Bylaws do not
contain a provision adopted by its shareholders providing for a classified
board of directors, but do provide for the removal of directors by
shareholders only for cause.

ShopKo. Under the Minnesota Law, a director of a corporation that does not
have cumulative voting may be removed with or without cause with the approval
of the holders of the proportion or the number of the voting

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power of the shares of classes or series the director represents sufficient to
elect him. In the case of a corporation having cumulative voting, however, if
less than the entire board of directors is to be removed, a director may not
be removed if votes of a proportion of voting power sufficient to elect the
director at an election of the entire board of directors under cumulative
voting are cast against removal of the director. The ShopKo Articles do not
permit cumulative voting and the ShopKo Articles and Bylaws provide that any
directors, or the entire ShopKo Board, may be removed from office at any time,
with or without cause, upon the affirmative vote of the holders of not less
than 75% of the outstanding shares of the capital stock of the corporation
entitled to vote generally in the election of directors, voting together as a
single class.

Cabot Noble. Under the Delaware Law, directors may be removed with or
without cause, by a majority of the stockholders entitled to vote at an
election of directors, except: (i) unless the certificate of incorporation
otherwise provides, if the board of directors is classified removal may be for
cause only; or (ii) where a corporation has cumulative voting, if less than
the entire board of directors is removed, no director may be removed without
cause if the votes cast against his removal would be sufficient to elect him
if then cumulatively voted at an election of the entire board of directors of
which he is a part. The Cabot Noble Board is classified into three classes
with staggered terms expiring in 1997, 1998 and 1999. Cabot Noble's
stockholders do not have the right to cumulate their votes in the election of
directors and a director may only be removed for cause by the affirmative vote
of the holders of at least 75% of the outstanding voting stock entitled to
vote generally in the election of directors, voting together as a single
class, at an annual or special meeting of the stockholders, the notice of
which states that the removal of a director or directors is among the purposes
of the meeting. Directors are elected by a plurality vote of all of the votes
cast at the annual meeting of stockholders.

The Cabot Noble Bylaws establish an advance notice procedure with regard to
the nomination of candidates for election as directors and with regard to
other matters to be brought by stockholders before an annual meeting of Cabot
Noble's stockholders.

CHARTER AMENDMENTS

Phar-Mor. Under the Pennsylvania Law, amendments to the articles of
incorporation may be proposed either by the board of directors or, unless
otherwise provided in the corporation's articles of incorporation, by petition
of shareholders entitled to cast at least 10% of the votes that all
shareholders are entitled to cast. However, shareholders of a registered
corporation are not entitled by statute to propose an amendment to the
articles. Except for certain amendments which do not require shareholder
approval, and unless a greater vote is required, amendments to the articles
must be approved by the affirmative vote of a majority of the votes cast by
all shareholders entitled to vote thereon. In addition, if any class or series
of shares is entitled to vote as a class, the affirmative vote of a majority
of the votes cast in each such class is also required. The Phar-Mor Articles
explicitly state that the business combination provisions of the Pennsylvania
Law are not applicable to Phar-Mor and require the affirmative vote of a
majority of voting stock voting together as one class to amend, repeal or
adopt any provision inconsistent with the "business combination" provisions
contained in the Phar-Mor Articles.

ShopKo. Under the Minnesota Law, after shares have been issued by the
corporation, a resolution approved by the affirmative vote of a majority of
directors setting forth the proposed amendment, or proposed by shareholders
holding three percent or more of the voting power of the shares entitled to
vote is submitted to a vote at the next meeting of the shareholders. The
proposed amendment is adopted when it receives the affirmative vote of the
holders of the greater of (1) a majority of the voting power of the shares
present and entitled to vote on that item of business, or (2) a majority of
the voting power of the minimum number of shares entitled to vote that would
constitute a quorum at the meeting, except where the articles or law require a
larger proportion or number. In any case where a class or series of shares is
entitled to vote, the matter being voted on must also receive the affirmative
vote of the holders of the same proportion of shares present of that class or
series, or the total outstanding shares of that class or series, unless the
articles require a larger proportion. The ShopKo Articles provide that except
as required by law or by resolution of the ShopKo Board establishing a series
of preferred stock, all matters are voted on without distinction as to classes
or series of stock. However, the ShopKo Articles require a 75% vote of the
outstanding shares of capital stock of ShopKo entitled to vote generally in
the election

141

of directors (voting as one class) (and a majority vote of the outstanding
shares of capital stock of ShopKo entitled to vote generally in the election
of directors (voting as one class), exclusive of all voting stock beneficially
owned by any person who owns 5% or more of the outstanding shares of capital
stock of ShopKo) to amend the provisions in the ShopKo Articles requiring
super-majority shareholder votes and a 75% vote of the outstanding shares of
capital stock of ShopKo entitled to vote generally in the election of
directors (voting as one class) to amend provisions in the Articles relating
to the classification, removal and filling of vacancies with respect to
directors.

Cabot Noble. Under the Delaware Law, unless its certificate of incorporation
or bylaws otherwise provide, amendments to a corporation's certificate of
incorporation generally require the approval of the holders of a majority of
the outstanding stock entitled to vote thereon, and if such amendments would
affect certain rights of holders of a particular class of stock, the approval
of a majority of the outstanding stock of such class is required. The Cabot
Noble Certificate provides that the affirmative vote of the holders of
outstanding voting stock entitled to vote generally in the election of
directors having at least 75% of the votes of all outstanding voting stock
entitled to vote generally in the election of directors, voting together as a
single class, is required to amend or repeal, or to adopt any provision
inconsistent with Article Fifth (discussing amendments to certain provisions
of the Cabot Noble Bylaws), Article Sixth (discussing who may call special
meetings of stockholders and the business to be conducted at stockholder
meetings) and Article Seventh (discussing number, election and terms of
directors) of the Cabot Noble Certificate.

SHAREHOLDER ACTION WITHOUT A MEETING

Phar-Mor. Under the Pennsylvania Law, unless restricted in the bylaws, any
action which may be taken at a meeting of the shareholders may be taken
without a meeting if, prior to the action, consents of all shareholders
entitled to vote at a meeting for such purpose shall be filed with the
secretary of the corporation. In addition, the bylaws may provide that any
action which may be taken at a meeting of the shareholders may be taken
without a meeting if there is written consent of shareholders who would have
been entitled to cast the minimum number of votes that would be necessary to
authorize the action at a meeting at which all the shareholders were present
and voting. An action may be authorized by less than unanimous written consent
of the shareholders of a registered corporation, if less than unanimous
consent is permitted by its articles. The Phar-Mor Bylaws authorize the
shareholders to act only at a duly organized meeting except when acting by
unanimous consent to remove a director or directors.

ShopKo. The Minnesota Law requires the unanimous written consent of the
shareholders to authorize any action without a meeting. The ShopKo Bylaws
provide that any action which might be taken at a meeting of shareholders may
be taken without a meeting if done in writing and signed by all of the
shareholders entitled to vote on that action.

Cabot Noble. Under the Delaware Law, unless the certificate of incorporation
provides otherwise, any action to be taken by stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing is signed by the holders of outstanding stock having not less than the
minimum number of votes than would be necessary to authorize or take such
action at a meeting at which all shares entitled so vote thereon were present.
The Cabot Noble Certificate provides that, subject to the rights of holders of
preferred stock, any action required or permitted to be taken by stockholders
must be effected at a duly called annual or special meeting of the
stockholders and may not be effected by written consent of the stockholders.

"ANTI-TAKEOVER" LAWS

Phar-Mor. The Pennsylvania Law contains certain provisions which (1) require
that following any acquisition by any person or group of 20% of a public
corporation's voting power, the remaining shareholders have the right to
receive payment for their shares, from such person or group in an amount equal
to the "fair value" of the shares; and (2) prohibit for five years, subject to
certain exceptions, a "business combination" (which includes a merger or
consolidation of the corporation or a sale, lease or exchange of assets) with
a shareholder or group of shareholders beneficially owning 20% or more of a
public corporation's voting power.

142

The Phar-Mor Articles explicitly state that the business combination
provisions of the Pennsylvania Law are not applicable to Phar-Mor and require
the affirmative vote of a majority of voting stock voting together as one
class to amend, repeal or adopt any provision inconsistent with the "business
combination" provisions contained in the Phar-Mor Articles.

The Pennsylvania Law also contains a provision which provides that, in
discharging their duties, the Phar-Mor Board, in considering the best
interests of the corporation, may consider (i) the effects of any action on
shareholders, employees, suppliers, customers and creditors of the
corporation, and upon communities in which offices or other establishments of
the corporation are located, (ii) the short-term or long-term interests of the
corporation including the possibility that the best interests of the
corporation may be served by the continued independence of the corporation,
(iii) the resources, intent and conduct of any person seeking to take control
of the corporation, and (iv) all other pertinent factors. The Pennsylvania Law
also contains provisions to the effect that directors have no greater
obligation to justify their actions, and need not meet any higher burden of
proof, in the context of a potential or proposed acquisition of control than
they do in any other context.

ShopKo. The Minnesota Law requires approval by holders of a majority of the
disinterested shares of any "control share acquisition" of stock of an
"issuing public corporation" in order for the acquiror to vote more than
specified levels of ownership (twenty percent, thirty-three and one-third
percent and fifty percent) of the voting power of the stock of the target
corporation. Among other things, this provision requires the acquiring person
to deliver an information statement and copies of definitive financing
agreements to the corporation, in which event a meeting of the shareholders of
the issuing corporation will be held to consider whether full voting rights
will be accorded to the shares to be acquired. A corporation may opt-out of
the control share acquisition provisions by so providing in its articles of
incorporation or its bylaws approved by its shareholders. The ShopKo Articles
and Bylaws do not opt-out of the coverage of the control share acquisition
provisions.

The Minnesota Law restricts transactions with a shareholder ("interested
shareholder") acquiring ten percent or more of the voting power of the shares
of a publicly held (i.e., subject to the reporting requirements of the
Exchange Act) corporation unless the share acquisition or the transaction has
been approved by a committee consisting of all disinterested directors of the
corporation prior to the acquisition of the ten percent interest. For four
years after the ten percent threshold is reached (absent prior committee
approval), the corporation cannot enter into a merger, sale of substantial
assets, loan, substantial issuance of stock, plan of liquidation or
reincorporation involving the interested shareholder or its affiliates.

Cabot Noble. Section 203 of the Delaware Law restricts the ability of an
"interested stockholder" to merge with or enter into other combinations with a
corporation for a period of three years after becoming an "interested
stockholder." A person is deemed to be an "interested stockholder" upon
acquiring 15% or more of the outstanding voting stock of the target
corporation. However, Section 203 of the Delaware Law does not apply if: (i)
prior to the date the person became an interested stockholder, the board of
directors of the target corporation approves the transaction which results in
the stockholder becoming an interested stockholder; (ii) the stockholder
acquires 85% or more of the corporation's outstanding voting stock in a single
transaction (excluding shares owned by directors who are also officers and
shares owned by certain employee stock plans); or (iii) the combination is
approved by the corporation's board of directors and the holders of two-thirds
of the corporation's voting stock, at an annual or special meeting of the
stockholders and not by written consent, excluding shares owned by the
interested stockholder.

Section 203 applies to Delaware corporations, the stock of which is (i)
listed on a national securities exchange; (ii) authorized for quotation on
Nasdaq; or (iii) held of record by more than 2,000 stockholders. However,
Section 203 does not apply in certain cases, including (i) if the
corporation's original certificate of incorporation contains a provision
expressly electing not to be governed by that Section; (ii) the corporation,
by action of its board of directors, has adopted an amendment to its bylaws,
within 90 days of the effective date of the statute, expressly electing not to
be governed by the statute; (iii) the corporation, by action of a majority of
its stockholders, adopts an amendment to its certificate of incorporation or
bylaws expressly electing not to be governed by the statute; or (iv) the
stockholder becomes an interested stockholder inadvertently and divests itself

143

of sufficient shares so that the stockholder ceases to be an interested
stockholder, provided that the stockholder would not have been an interested
stockholder (but for the inadvertent acquisition) at any time within the three
year period immediately prior to a business combination between the
corporation and such stockholder.

A Delaware corporation may elect not to be subject to Section 203 by having
its stockholders approve an amendment to its certificate of incorporation or
bylaws to such effect. Cabot Noble has not made such an election and,
therefore, Section 203 may have an anti-takeover effect with respect to Cabot
Noble.

VOLUNTARY DISSOLUTION

Phar-Mor. The Pennsylvania Law provides that a voluntary dissolution of a
corporation must be proposed by the board of directors adopting a resolution
recommending that the corporation be dissolved voluntarily and submitting the
resolution to the shareholders for their vote. The dissolution must be
approved by the affirmative vote of a majority of the votes cast by all the
shareholders entitled to vote thereon.

ShopKo. The Minnesota Law provides that shareholders holding more than fifty
percent of the total voting power may authorize a corporation's dissolution,
with or without the approval of the corporation's board of directors.

Cabot Noble. The Delaware Law provides that unless the board of directors
approves a proposal to dissolve a corporation, the dissolution must be
consented to in writing by stockholders holding one hundred percent of the
total voting power of the corporation. If the dissolution is initiated by the
board of directors, it need only be approved by a majority of the outstanding
stock of the corporation entitled to vote thereon.

TRANSACTIONS WITH DIRECTORS

Phar-Mor. The Pennsylvania Law provides that no contract or transaction
between a corporation and one or more of its directors, or between a
corporation and any other entity in which one or more of its directors are
directors or officers have a financial interest, is void or voidable if (i)
the material facts as to the relationship or interest and as to the contract
or transaction are disclosed or known to the board of directors, which
authorizes the contract or transaction by the affirmative vote of a majority
of the disinterested directors; (ii) the material facts as to the contract or
transaction are disclosed or known to the shareholders entitled to vote
thereon and the contract or transaction is specifically approved in good faith
by a vote of those shareholders; or (iii) the contract or transaction is fair
as to the corporation as of the time it is authorized, approved or ratified by
the board of directors or the shareholders.

ShopKo. The Minnesota Law provides that no contract or transaction between a
corporation and one or more of its directors, or between a corporation and any
other entity in which one or more of its directors are directors or officers,
or have a material financial interest, is void or voidable if (i) the material
facts as to the director's relationship or interest and as to the contract or
transaction are disclosed or known to the board of directors or committee,
which authorizes the contract or transaction in good faith by the affirmative
vote of a majority of the board or committee (but the interested directors
shall not vote or be counted in determining a quorum); (ii) the material facts
as to the director's relationship or interest and to the contract or
transaction are disclosed or known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good
faith by (a) the holders of two-thirds of the shares entitled to vote which
are owned by persons other than the interested director or directors, or (b)
the holders of all of the outstanding shares whether or not entitled to vote;
or (iii) the contract or transaction is fair and reasonable as to the
corporation as of the time it is authorized, approved or ratified by the board
of directors, a committee thereof, or the shareholders.

Cabot Noble. The Delaware Law provides that no contract or transaction
between a corporation and one or more of its directors or officers, or between
a corporation and any other entity in which one or more of its directors or
officers are directors or officers, or have a financial interest, is void or
voidable if (i) the material facts as to the director's or officer's
relationship or interest and as to the contract or transaction are disclosed
or

144

known to the board of directors or committee, which authorizes the contract or
transaction in good faith by the affirmative vote of a majority of the
disinterested directors; (ii) the material facts as to the director's or
officer's relationship or interest and as to the contract or transaction are
disclosed or known to the stockholders entitled to vote thereon and the
contract or transaction is specifically approved in good faith by the
stockholders, even though the disinterested directors are less than a quorum
or (iii) the contract or transaction is fair as to the corporation as of the
time it is authorized, approved or ratified by the board of directors, a
committee thereof, or the stockholders. A corporation may make loans to,
guarantee the obligations of or otherwise assist its officers or other
employees and those of a subsidiary, including directors who are also officers
or employees of the corporation or a subsidiary, when such action, in the
judgment of the directors, may reasonably be expected to benefit the
corporation.

FILLING VACANCIES ON THE BOARD OF DIRECTORS

Phar-Mor. The Pennsylvania Law provides that unless otherwise provided in
the bylaws, vacancies in the board of directors, including those resulting
from an increase in the number of directors, may be filled by a majority vote
of the remaining members of the board though less than a quorum, or by a sole
remaining director. When one or more directors resign from the board effective
at a future date, the directors then in office, including those who have so
resigned, have power by the applicable vote to fill the vacancies, the vote
thereon to take effect when the resignations become effective.

ShopKo. The Minnesota Law provides that unless different rules for filling
vacancies are provided for in the articles of incorporation or bylaws,
vacancies on the board of directors resulting from the death, resignation,
removal or disqualification of a director may be filled by the affirmative
vote of a majority of the remaining directors, even though less than a quorum,
and vacancies resulting from a newly-created directorship may be filled by the
affirmative vote of a majority of the directors serving at the time of the
increase. The shareholders may also elect a new director to fill a vacancy
that is created by the removal of a director by the shareholders. Neither the
ShopKo Articles or Bylaws created different rules for the filling of vacancies
on the ShopKo Board.

Cabot Noble. The Delaware Law provides that vacancies and newly created
directorships may be filled by a majority of the directors then in office,
although less than a quorum, unless otherwise provided in the certificate of
incorporation or bylaws. However if the certificate of incorporation directs
that a particular class is to elect such director, such vacancy may be filled
only by the other directors elected by such class. If, at the time of filling
any vacancy or newly created directorship, the directors then in office
constitute less than a majority of the whole board (as constituted immediately
prior to such increase), the Delaware Court of Chancery may, upon application
of stockholders holding at least ten percent of the total number of shares
outstanding having the right to vote for such directors, order an election to
be held to fill any such vacancies or newly created directorship or to replace
the directors chosen by the directors then in office. The Cabot Noble
Certificate provides that vacancies on the Cabot Noble Board are to be filled
solely by the affirmative vote of a majority of the remaining directors then
in office acting at a duly constituted meeting of the Cabot Noble Board, even
though less than a quorum.

NUMBER AND QUALIFICATION OF DIRECTORS

Phar-Mor. The Pennsylvania Law provides that the minimum number of directors
is one and the only qualifications for directors are that they be natural
persons of full age. Directors need not be residents of the Commonwealth or
shareholders of the corporation. The number of directors is fixed by, or in
the manner provided in, the bylaws. If not so fixed, the number of directors
is the same as stated in the articles of incorporation. If not so stated, the
number of directors is set at three. The Phar-Mor Bylaws set the initial board
of directors at seven directors. Prior to March 11, 1997, any change in the
number of directors is subject to shareholder approval. After that date, the
number of directors on the board is determined by board resolution. The Phar-
Mor Bylaws provide that no one is eligible to serve as a director unless he or
she is a natural person of full age or after the annual shareholder meeting
coincident with or next following his or her attainment of the age seventy.

145

ShopKo. The Minnesota Law provides that the minimum number of directors is
one and the only qualification for directors is that they must be natural
persons. Minnesota Law permits the number of directors to be fixed by or in a
manner provided in the articles of incorporation or bylaws, and the number of
directors may be increased or decreased at any time by amendment to or in the
manner provided in the articles of incorporation or bylaws. The ShopKo Bylaws
provide for an initial board of five members and permit the number of
directors to be increased or decreased by the board of directors from time to
time or by the affirmative vote of holders of not less than 75% of the
outstanding shares of ShopKo entitled to vote generally in the election of
directors, voting together as a single class.

Cabot Noble. The Delaware Law provides that the minimum number of directors
is one. The number of directors is fixed by or in the manner provided in the
bylaws, unless the certificate of incorporation fixes the number of directors,
in which case a change in the number of directors may only be made by
amendment to the certification of incorporation. The Cabot Noble Bylaws
provide that subject to the maximum and minimum number of directors stated in
the Cabot Noble Certificate (i.e., maximum of sixteen and minimum of three),
the number of directors may be determined by a vote of the majority of the
Cabot Noble Board or by the affirmative vote of the holders of at least 75% of
the votes of all outstanding voting stock entitled to vote generally in the
election of directors, voting together as a single class.

PREEMPTIVE RIGHTS

Phar-Mor. The Pennsylvania Law provides that shareholders have no preemptive
rights unless so stated in the company's articles of incorporation. The Phar-
Mor Articles expressly provide that shareholders do not have preemptive
rights.

ShopKo. Minnesota Law provides that all security holders are entitled to
preemptive rights unless the articles of incorporation or the board, in
creating a class or series of stock, specifically deny or limit preemptive
rights. The ShopKo Articles specifically deny preemptive rights to its
security holders.

Cabot Noble. The Delaware Law provides that security holders of a
corporation only have such preemptive rights as may be provided in the
corporation's certificate of incorporation. The Cabot Noble Certificate does
not provide any preemptive rights to any security holders.

DIRECTOR ACTION BY WRITTEN CONSENT

Phar-Mor. The Pennsylvania Law provides that unless otherwise restricted in
the bylaws, any action required or permitted to be taken at a meeting of
directors may be taken without a meeting if, prior or subsequent to the
action, a consent thereto by all of the directors in office is filed with the
secretary of the corporation. The Phar-Mor Bylaws do not alter this
requirement.

ShopKo. The Minnesota Law provides that any action required or permitted to
be taken by the board of directors may be taken by written action signed by
all of the directors; however, if a company's articles of incorporation so
provide, any action, other than an action requiring shareholder approval, may
be taken by written action signed by the number of directors that would be
required to take the same action at a meeting of the board of directors at
which all directors were present. The ShopKo Bylaws provide that directors or
committees of directors may take action without a meeting if done in writing
and signed by all directors or committee members (unless the ShopKo Articles
provide otherwise and the action need not be approved by the shareholders.)
The ShopKo Articles are silent regarding written action by directors.

Cabot Noble. The Delaware Law provides that unless otherwise restricted by
the certificate of incorporation or bylaws, any action required or permitted
to be taken at any meeting of the board of directors or a committee thereof
may be taken without a meeting if all members of the board or committee
consent in writing and the writing is filed with the corporate minutes. The
Cabot Noble Bylaws provide that any action by directors must be taken at a
duly convened meeting or by unanimous written consent of the directors.

146

VOTING IN THE ELECTION OF DIRECTORS

In an election of directors for corporations for which cumulative voting is
provided, each share of stock normally having one vote is entitled to a number
of votes equal to the number of directors to be elected. A shareholder may
than cast all such votes for a single candidate or may allocate them among as
many candidates as the shareholder may choose. Without cumulative voting, the
holders of a majority of shares voting in the election of directors would have
the power to elect all the directors to be elected, and no person could be
elected without the support of holders of a majority of the shares.

Phar-Mor. The Pennsylvania Law provides that cumulative voting for the
election of directors is required unless specifically limited or denied in the
articles of incorporation. The Phar-Mor Articles specifically deny cumulative
voting rights to the Phar-Mor shareholders.

ShopKo. The Minnesota Law provides that cumulative voting for the election
of directors is required unless specifically limited or denied in the articles
of incorporation. The ShopKo Articles specifically deny cumulative voting
rights to the ShopKo shareholders.

Cabot Noble. The Delaware Law provides that cumulative voting is not
mandatory and cumulative voting rights must be provided in a corporation's
certificate of incorporation if stockholders are to be entitled to cumulative
voting rights. The Cabot Noble certificate does not provide for cumulative
voting rights. Delaware Law requires that elections of directors be by written
ballot, unless otherwise provided in a corporation's certificate of
incorporation. The Cabot Noble Certificate and Bylaws do not require the
election of directors by written ballot unless requested by the Chairman or
the holders of outstanding voting stock entitled to vote generally in the
election of directors having a majority of the votes of all outstanding voting
stock entitled to vote generally in the election of directors present or
represented at a meeting of stockholders.

CERTAIN TRANSACTIONS

EMPLOYMENT AGREEMENTS--EXECUTIVE OFFICERS

The annual base salary under such agreements is subject to periodic review,
not less frequently than annually, and may be increased but not decreased from
the initial annual base salaries of $500,000 for Mr. Kramer, $440,000 for Mr.
Podany and $325,000 for Mr. Jones. In addition, each of the agreements
provides for certain bonuses. For ShopKo's fiscal year ending February 22,
1997, each of the ShopKo Executives will receive that bonus to which he is
entitled under ShopKo's fiscal year 1997 Executive Incentive Plan, adjusted as
provided in the agreements. For the twelve-month period beginning on February
23, 1997, each the ShopKo Executives will receive a bonus which will be the
greater of the amount to which he is entitled under the incentive/bonus plan
adopted by the Compensation Committee of the Cabot Noble Board (the "Bonus
Plan") or an alternative amount as specified in each employment agreement,
which will be $250,000 for Mr. Kramer and will not be less than $176,000 for
Mr. Podany and $130,000 for Mr. Jones. Thereafter, bonuses for each will be as
determined under the Bonus Plan.

Each of the ShopKo Executives also will receive a nonqualified stock option
pursuant to his employment agreement. The stock options will permit each
ShopKo Executive to purchase a specified number of Cabot Noble

147

Shares at a per share exercise price equal to the fair market value of a Cabot
Noble Share on the Effective Date. Mr. Kramer's option is for 175,000 Cabot
Noble Shares, and the options of Messrs. Podany and Jones are each for 112,500
Cabot Noble Shares. Each of the options will vest in thirds on the first
anniversary of the option grant, the second anniversary of the option grant
and the third anniversary of the option grant, respectively, unless the
relevant ShopKo Executive is terminated without cause or leaves ShopKo's
employ for Good Reason (as defined in the employment agreements), in which
case the relevant option would vest immediately.

No later than 30 days after the Stated Term, ShopKo shall pay Mr. Kramer a
lump sum supplemental retirement benefit of $950,000. In addition, ShopKo will
use its best efforts to provide Mr. Kramer and his spouse with group medical
and dental insurance until he attains age 65.

Under each of the employment agreements, in the event the Executive is
terminated without cause or leaves ShopKo's employ for Good Reason, he will be
entitled to certain payments from ShopKo. If the employment of Mr. Kramer is
terminated without cause or he leaves ShopKo's employ for Good Reason on or
prior to the first anniversary of the employment agreement, he will be
entitled to a payment of three times the sum of (i) his base salary ("Base
Salary") and (ii) a bonus amount which will be calculated according to the
provisions of the employment agreements, but will not be less than the minimum
bonus stated above (the "Bonus Amount"). If the employment of Mr. Podany or
Mr. Jones is terminated without cause or the ShopKo Executive terminates for
Good Reason on or prior to the first anniversary of the employment agreement,
the terminated ShopKo Executive will be entitled to a payment equal to two
times the sum of his Base Salary plus his Bonus Amount. If Mr. Kramer's
employment is terminated without cause or he leaves ShopKo's employ for Good
Reason after the first anniversary of the agreement but on or prior to the
expiration of its Stated Term, he will be entitled to a payment equal to (a)
the greater of (i) the number of months remaining in his employment agreement
divided by twelve or (ii) 1.5 times (b) the sum of his Base Salary and Bonus
Amount. If the employment of Mr. Podany or Mr. Jones is terminated without
cause or the ShopKo Executive terminates for Good Reason after the first
anniversary of the agreement but on or prior to the expiration of its Stated
Term, the payment will be 1.5 times the sum of his Base Salary and Bonus
Amount. If the employment of Mr. Podany or Mr. Jones is terminated without
cause or the Executive terminates for Good Reason, he will be entitled to
reimbursement for certain moving expenses incurred in relocating from Green
Bay, Wisconsin, as calculated according to the provisions of the agreements.
The employment agreements provide that if certain amounts to be paid
thereunder constitute "parachute payments," as defined in Section 280G of the
Code, the payments owed to the individual may be decreased, but only if the
result is to give the individual a larger after-tax benefit than if the
payments were not reduced.

If any of the ShopKo Executives are terminated by ShopKo without cause or
leave ShopKo's employ for good reason during the Stated Term, it is likely
that a portion of the payments made to them pursuant to the employment
agreements, combined with the parachute value of accelerated options and
restricted stock, would be "excess" parachute payments. Excess parachute
payments are subject to a 20% non-deductible excise tax in addition to any
income tax otherwise payable and, unlike other compensation payments, are not
deductible for tax purposes by the payor company as provided in Section 280G
of the Code. In addition, the amount of the excess parachute payments will
reduce the $1,000,000 limit under Section 162(m) of the Code.

Each of the employment agreements also contains a noncompetition clause
effective throughout the term of the agreement, as well as provisions
preventing the solicitation of employees both during and for one year after
the termination of employment with ShopKo.

According to the provisions of each of the employment agreements, at the
request of ShopKo or the relevant ShopKo Executive, any disputes arising out
of any of the employment agreements or employment relationships shall be
submitted to and settled by binding arbitration, in accordance with the
agreement.

The employment agreements, once executed, will supersede and replace the
existing change of control severance agreements described under "Description
of ShopKo--Severance Agreements."

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EFFECT OF THE TRANSACTION ON STOCK OPTION AND RESTRICTED STOCK AWARDS OF
SHOPKO

The Transaction will constitute a change of control pursuant to the
provisions of ShopKo's 1991 and 1995 Stock Option Plans, its 1993 Restricted
Stock Plan and the agreements awarding options or shares to ShopKo employees
thereunder. As a result, grants of options which would not otherwise be vested
as of the Effective Date, will become exercisable as a result of the
Transaction. The number of option shares which will vest as a result of the
Transaction will be dependent on when the Effective Date occurs since the
time-vested options normally become exercisable on the anniversary of their
date of grant. Messrs. Kramer and Podany have been awarded 40,000 and 25,000
shares, respectively, of restricted stock by ShopKo which will vest since the
Transaction is a change of control under the relevant plan. However, Mr.
Kramer, prior to the Effective Date, intends to waive this provision such that
his 40,000 shares of restricted stock will not vest on the Effective Date.
With respect to ShopKo's executive officers and the non-employee directors,
the following table sets forth the number of ShopKo Shares subject to stock
options which will vest on the Effective Date as a result of the Transaction
(assuming an Effective Date of December 31, 1996, and no performance vesting
prior to such date), and the weighted average exercise price per share of such
stock options:

WEIGHTED AVERAGE
NAME NUMBER OF SHOPKO SHARES EXERCISE PRICE PER SHARE
---- ----------------------- ------------------------

Jack W. Eugster............ 2,374 $12.64
William J. Tyrell.......... 2,374 12.64
Dale P. Kramer............. 112,000 10.66
William J. Podany.......... 95,000 10.33
Michael J. Bettiga......... 36,240 10.67
Roger J. Chustz............ 52,000 12.00
Gary B. Hammond............ 36,240 10.67
Steven T. Harig............ 36,000 10.67
Thomas D. Hendra........... 36,000 10.67
Michael J. Hopkins......... 30,000 10.63
Jeffrey A. Jones........... 59,000 10.54
Rodney D. Lawrence......... 0 0
David A. Liebergen......... 37,120 10.68
L. Terry McDonald.......... 45,000 10.42
James F. Tucker............ 39,000 10.72

The value of the accelerated options and restricted stock are parachute
payments pursuant to Section 280G of the Code. These amounts, combined with
payments made to ShopKo executive officers who are terminated by ShopKo
without cause or who leave ShopKo's employ for Good Reason during the term of
their employment or severance agreements, may be "excess" parachute payments,
the tax deductibility of which may be substantially limited.

CARESTREAM SCRIP CARD ACQUISITION

On July 16, 1996, ProVantage, a wholly owned subsidiary of ShopKo, entered
into an agreement to acquire the CareStream Scrip Card business from
HealthCare Connect, Inc., Health Care Pharmacy Providers, Inc., and Scrip Card
Enterprises, Inc., all of which are wholly owned subsidiaries of FoxMeyer
Health. The acquisition closed on August 2, 1996. The purchase price was $30.5
million in cash at closing and a supplemental cash payment right of between
$1.5 million and $5.0 million payable between six months and five years after
August 2, 1996. In addition, ProVantage agreed to assume certain liabilities
from the selling companies. Abbey J. Butler and Melvyn J. Estrin are directors
of Phar-Mor and co- chairmen of the board, co-chief executive officers and
shareholders of FoxMeyer Health. FoxMeyer Health is the beneficial owner of
approximately 39.4% of the outstanding Phar-Mor Shares. See "Description of
Phar-Mor--Security Ownership of Certain Beneficial Owners and Management."

149

LEGAL MATTERS

Certain legal matters relating to the securities offered hereby will be
passed upon for Cabot Noble and Phar-Mor by Swidler & Berlin, Chartered,
Washington, D.C., and for ShopKo by Godfrey & Kahn, S.C., Milwaukee,
Wisconsin, and by Sidley & Austin, Chicago, Illinois, as special counsel to
ShopKo.

EXPERTS

The consolidated financial statements included in or incorporated by
reference in this Joint Proxy Statement/Prospectus and related financial
statement schedules of Phar-Mor, ShopKo and the balance sheet of Cabot Noble
included elsewhere in the Registration Statement have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their reports appearing or
incorporated by reference herein.

The independent auditors' report on the consolidated financial statements of
Phar-Mor as of July 1, 1995 and for the nine weeks ended September 2, 1995,
the fifty-two weeks ended July 1, 1995 and the fifty-three weeks ended July 2,
1994, expresses a qualified opinion as reliable accounting records to support
the acquisition cost of property an equipment were not available. Also, the
independent auditors' report includes explanatory paragraphs relating to 1)
the comparability of financial information prior to September 2, 1995 as a
result of the emergence of Phar-Mor from bankruptcy and the creation of a new
entity and 2) Phar-Mor entering into the Transaction with ShopKo.

The reports of such firm have been so included in reliance upon their
authority as experts in accounting and auditing.

150

INDEX TO FINANCIAL STATEMENTS

PAGE
----

Cabot Noble, Inc.
Independent Auditors' Report............................................ F- 2
Balance Sheet as of October 10, 1996.................................... F- 3
Notes to Balance Sheet as of October 10, 1996........................... F- 4
ShopKo Stores, Inc.
Consolidated Balance Sheets as of September 7, 1996 and September 9,
1995................................................................... F- 5
Consolidated Statements of Earnings for the 28 weeks ended September 7,
1996 and
September 9, 1995...................................................... F- 6
Consolidated Statements of Cash Flows for the 28 weeks ended September
7, 1996 and September 9, 1995.......................................... F- 7
Consolidated Statements of Shareholders' Equity for the 28 weeks ended
September 7, 1996...................................................... F- 8
Notes to Consolidated Financial Statements for the 28 weeks ended
September 7, 1996 and September 9, 1995................................ F- 9
Independent Auditors' Report............................................ F-10
Consolidated Balance Sheets as of February 24, 1996 and February 25,
1995................................................................... F-11
Consolidated Statements of Earnings for each of the three years in the
period ended
February 24, 1996...................................................... F-12
Consolidated Statements of Cash Flows for each of the three years in the
period ended February 24, 1996......................................... F-13
Consolidated Statements of Shareholders' Equity for each of the three
years in the period ended February 24, 1996............................ F-14
Notes to Consolidated Financial Statements for the fiscal years ended
February 24, 1996, February 25, 1995 and February 26, 1994............. F-15
Phar-Mor, Inc.
Independent Auditors' Report............................................ F-26
Consolidated Balance Sheets as of June 29, 1996, September 2, 1995 and
July 1, 1995........................................................... F-28
Consolidated Statements of Operations for the Forty-Three Weeks Ended
June 29, 1996, the Nine Weeks Ended September 2, 1995, the Fifty-Two
Weeks Ended July 1, 1995 and the Fifty-Three Weeks Ended July 2, 1994.. F-29
Consolidated Statements of Changes in Stockholders' Equity (Deficiency)
for the Forty-Three Weeks Ended June 29, 1996, the Nine Weeks Ended
September 2, 1995, the Fifty-Two Weeks Ended July 1, 1995 and the
Fifty-Three Weeks Ended July 2, 1994................................... F-30
Consolidated Statements of Cash Flows for the Forty-Three Weeks Ended
June 29, 1996, the Nine Weeks Ended September 2, 1995, The Fifty-Two
Weeks Ended July 1, 1995 and the Fifty-Three Weeks Ended July 2, 1994.. F-31
Notes to Consolidated Financial Statements.............................. F-32
Schedule II............................................................. F-54

F-1

INDEPENDENT AUDITORS' REPORT

To Cabot Noble, Inc.:

We have audited the accompanying balance sheet of Cabot Noble, Inc. (a
wholly owned subsidiary of Phar-Mor, Inc.) ("Cabot Noble") as of October 10,
1996. This financial statement is the responsibility of Cabot Noble's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall balance sheet
presentation. We believe that our audit of the balance sheet provides a
reasonable basis for our opinion.

In our opinion, such balance sheet presents fairly, in all material
respects, the financial position of Cabot Noble as of October 10, 1996 in
conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Pittsburgh, Pennsylvania
October 10, 1996

F-2

CABOT NOBLE, INC.

BALANCE SHEET
AS OF OCTOBER 10, 1996

ASSETS
Current Assets:
Cash................................................................... $ 1
-----
Total assets......................................................... $ 1
=====
LIABILITIES & STOCKHOLDER'S EQUITY
Stockholder's Equity:
Preferred stock, $.01 par value, authorized shares, 50,000,000; none
outstanding........................................................... $ --
Common stock, $.01 par value, authorized shares, 200,000,000; 100
shares issued and outstanding......................................... 1
-----
Total stockholder's equity........................................... $ 1
=====

The accompanying notes are an integral part of this balance sheet.

F-3

CABOT NOBLE, INC.

NOTES TO BALANCE SHEET
OCTOBER 10, 1996

1. ORGANIZATION

Cabot Noble, Inc. (Cabot Noble) is a Delaware corporation formed as a wholly
owned subsidiary of Phar-Mor, Inc. for the purpose of facilitating the
proposed transaction (see Note 2).

2. THE PROPOSED TRANSACTION

Phar-Mor, Inc. (Phar-Mor) entered into an Agreement and Plan of
Reorganization (the "Proposed Transaction") dated September 7, 1996 (as
amended and restated as of October 9, 1996) with ShopKo, Inc. ("ShopKo") to
combine the respective companies under Cabot Noble. Under the terms of the
Proposed Transaction, each issued and outstanding share of Phar-Mor common
stock will be exchanged for one share of Cabot Noble common stock. Each issued
and outstanding share of ShopKo common stock will be exchanged for 2.4 shares
of Cabot Noble common stock, subject to adjustment in the event the value of
the exchange consideration falls outside a range between $17.25 and $18.00 per
share of ShopKo common stock (based on the average daily closing sale prices
of Phar-Mor's common stock over a specified 30 day period multiplied by the
2.4 share exchange ratio).

In connection with the Proposed Transaction, supervalu inc. ("supervalu"),
which currently owns approximately 46% of the issued and outstanding shares of
ShopKo common stock, has entered into an Amended and Restated Stock Purchase
Agreement (the "Stock Purchase Agreement") with Cabot Noble whereby supervalu
has agreed to sell to Cabot Noble 90% of the Cabot Noble shares that supervalu
receives in the Proposed Transaction immediately after the Proposed
Transaction is completed at $16.86 per share of ShopKo common stock held by
supervalu prior to the Proposed Transaction. The Stock Purchase Agreement
provides that supervalu will receive a combination of cash and a short-term
note at closing.

Consummation of the Proposed Transaction is subject to certain conditions,
including (a) receipt of financing of at least $75 million (b) approval by
shareholders of ShopKo and Phar-Mor (c) receipt of necessary regulatory
approvals, and (d) other conditions to closing customary in transactions of
this type.

F-4

SHOPKO STORES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

SECOND QUARTER AS OF
-------------------------
SEPTEMBER 7, SEPTEMBER 9,
1996 1995
------------ ------------
(UNAUDITED)

ASSETS
Current assets:
Cash and cash equivalents.......................... $ 52,023 $ 28,059
Receivables, less allowance for losses of $3,870
and $2,595, respectively.......................... 70,924 45,932
Merchandise inventories............................ 374,125 381,069
Other current assets............................... 17,922 17,355
---------- ----------
Total current assets............................. 514,994 472,415
Other assets and deferred charges.................... 56,602 23,172
Property and equipment at cost:
Land............................................... 108,491 108,234
Buildings.......................................... 489,147 471,153
Equipment.......................................... 299,520 290,907
Leasehold improvements............................. 48,846 47,857
Property under construction........................ 782 6,683
Property under capital leases...................... 21,968 17,539
---------- ----------
968,754 942,373
Less accumulated depreciation and amortization:
Property and equipment............................. 359,562 324,245
Property under capital leases...................... 8,359 6,423
---------- ----------
Net property and equipment....................... 600,833 611,705
---------- ----------
Total assets..................................... $1,172,429 $1,107,292
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable--trade............................ $ 174,364 $ 178,746
Accrued compensation and related taxes............. 23,441 21,670
Accrued other liabilities.......................... 89,848 54,370
Accrued income and other taxes..................... 21,312 22,177
Current portion of long-term obligations........... 1,096 755
---------- ----------
Total current liabilities........................ 310,061 277,718
Long-term obligations................................ 414,849 413,234
Deferred income taxes................................ 22,753 18,870
Shareholders' equity:
Common stock....................................... 321 320
Additional paid-in capital......................... 244,339 242,843
Retained earnings.................................. 180,106 154,307
---------- ----------
Total shareholders' equity....................... 424,766 397,470
---------- ----------
Total liabilities and shareholders' equity..... $1,172,429 $1,107,292
========== ==========

See notes to consolidated financial statements.

F-5

SHOPKO STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

YEAR TO DATE (28 WEEKS) ENDED
------------------------------------
SEPTEMBER 7, SEPTEMBER 9, % INCREASE
1996 1995 (DECREASE)
------------ ------------ ----------
(UNAUDITED)

Revenues:
Net sales.............................. $1,109,428 $978,637 13.4
Licensed department rentals and other
income................................ 6,755 7,734
---------- --------
1,116,183 986,371 13.2
Costs and expenses:
Cost of sales.......................... 850,063 731,533
Selling, general and administrative
expenses.............................. 201,366 193,287
Depreciation and amortization
expenses.............................. 31,810 30,649
---------- --------
1,083,239 955,469 13.4
Income from operations................... 32,944 30,902 6.6
Interest expense......................... 17,000 18,984
---------- --------
Earnings before income taxes............. 15,944 11,918 33.8
Provision for income taxes............... 6,263 4,681
---------- --------
Net earnings............................. $ 9,681 $ 7,237 33.8
========== ========
Net earnings per common share............ $ 0.30 $ 0.23
========== ========
Weighted average number of common shares
outstanding............................. 32,052 32,005

See notes to consolidated financial statements.

F-6

SHOPKO STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW
(IN THOUSANDS)

YEAR TO DATE (28 WEEKS) ENDED
--------------------------------
SEPTEMBER 7, SEPTEMBER 9,
1996 1995
-------------- --------------
(UNAUDITED)

Cash flows from operating activities:
Net earnings............................. $ 9,681 $ 7,237
Adjustments to reconcile net earnings to
net cash provided by operating
activities:
Depreciation and amortization.......... 31,810 30,649
Provision for losses on receivables.... 132 77
Gain on sale of property and
equipment............................. (1,031) (1,649)
Deferred income taxes.................. 1,680 1,763
Change in assets and liabilities:
Receivables.......................... (15,342) (3,942)
Merchandise inventories.............. (51,692) 19,554
Other current assets................. (8,303) (4,215)
Other assets......................... (2,679) (871)
Accounts payable..................... 29,726 29,453
Accrued liabilities.................. 19,559 (18,208)
-------------- --------------
Net cash provided by operating
activities........................ 13,541 59,848
-------------- --------------
Cash flows from investing activities:
Payments for property and equipment...... (15,013) (24,358)
Proceeds from the sale of property and
equipment............................... 1,472 2,420
Business acquisition, net of cash
acquired................................ (30,500)
-------------- --------------
Net cash (used in) investing
activities........................ (44,041) (21,938)
-------------- --------------
Cash flows from financing activities:
Change in short-term debt................ (15,000)
Proceeds from the sale of common stock
under option plans...................... 485
Dividend payment........................... (7,050) (7,042)
Reduction in capital lease obligations..... (381) (407)
-------------- --------------
Net cash (used in) financing
activities........................ (6,946) (22,449)
-------------- --------------
Net (decrease) increase in cash and cash
equivalents............................... (37,446) 15,461
Cash and cash equivalents at beginning of
year...................................... 89,469 12,598
-------------- --------------
Cash and cash equivalents at end of second
quarter................................... $ 52,023 $ 28,059
============== ==============
Supplemental cash flow information:
Noncash investing and financial
activities--
Restricted stock issued.................. $ 1,012

See notes to consolidated financial statements.

F-7

SHOPKO STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT PER SHARE DATA)

COMMON STOCK CAPITAL IN
------------- EXCESS OF RETAINED
SHARES AMOUNT PAR VALUE EARNINGS
------ ------ ---------- --------

Balances at February 25, 1995............... 32,005 $320 $242,843 $154,112
Net earnings.............................. 38,439
Cash dividend declared on common stock--
$0.44 per share.......................... (14,083)
------ ---- -------- --------
Balances at February 24, 1996............... 32,005 320 242,843 178,468
Sale of common stock under option plans... 37 485
Issuance of restricted stock.............. 65 1 1,011 (1,012)
Restricted stock expense.................. 29
Net earnings.............................. 9,681
Cash dividend declared on common stock--
$0.22 per share.......................... (7,060)
------ ---- -------- --------
Balances at September 7, 1996............... 32,107 $321 $244,339 $180,106
====== ==== ======== ========

Interim data subject to year end audit.

See notes to consolidated financial statements.

F-8

SHOPKO STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE 28 WEEKS ENDED SEPTEMBER 7, 1996 AND SEPTEMBER 9, 1995

ACCOUNTING POLICIES:

The 1996 annual report contains a summary of significant accounting policies
in the notes to the consolidated financial statements. The same accounting
policies are followed in the preparation of interim reports.

During the current fiscal year, ShopKo adopted Statements of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation." The adoption of SFAS No. 123 will have no effect on net
earnings. ShopKo will continue to measure compensation cost for stock
compensation plans under Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees."

INVENTORIES:

ShopKo uses the LIFO method for substantially all inventories. If the first-
in, first-out (FIFO) method had been used, these inventories would have been
$41.2 million and $38.8 million higher at September 7, 1996 and at September
9, 1995, respectively.

INCOME TAXES:

The provision for income tax expense for the first half of fiscal 1997 was
$6.3 million, of which $4.6 million is current and $1.7 million is deferred
tax expense, respectively. Deferred income taxes reflect the net tax effect of
temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes.

NET EARNINGS PER COMMON SHARE:

Net earnings per common share are computed by dividing net earnings by the
weighted average number of common shares outstanding. Outstanding stock
options do not have a significant dilutive effect on earnings per share.

SIGNIFICANT EVENT:

On September 7, 1996, ShopKo and Phar-Mor, Inc. signed an agreement to
combine their two companies under a new holding company. The new company will
be called Cabot Noble, Inc. The combination will be accomplished through share
exchanges, and ShopKo and Phar-Mor will continue as separate operating
subsidiaries of Cabot Noble. The transaction will be accounted for as a
purchase of Phar-Mor by ShopKo. The transaction is subject to a number of
customary closing conditions, including but not limited to financing,
regulatory approvals and shareholder approvals.

STATEMENT OF SHOPKO:

The data presented herein is unaudited, but in the opinion of management,
includes all adjustments (which consist only of normal recurring accruals)
necessary for a fair presentation of the consolidated financial position of
ShopKo and its subsidiaries at September 7, 1996 and September 9, 1995 and the
results of their operations and cash flows for the periods then ended. These
interim results are not necessarily indicative of the results of the fiscal
years as a whole because the operations of ShopKo are highly seasonal. The
third and fourth fiscal quarters contribute a significant part of ShopKo's
earnings due to the Christmas selling season.

F-9

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders
ShopKo Stores, Inc.:

We have audited the consolidated balance sheets of ShopKo Stores, Inc. and
Subsidiaries as of February 24, 1996 and February 25, 1995 and the related
consolidated statements of earnings, shareholders' equity and cash flows for
each of the three years (52 weeks) in the period ended February 24, 1996.
These financial statements are the responsibility of ShopKo's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of ShopKo Stores, Inc. and
Subsidiaries as of February 24, 1996 and February 25, 1995, and the results of
their operations and their cash flows for each of the three years (52 weeks)
in the period ended February 24, 1996 in conformity with generally accepted
accounting principles.

Deloitte & Touche LLP

Milwaukee, Wisconsin
April 2, 1996

F-10

SHOPKO STORES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)

FEBRUARY 24, FEBRUARY 25,
1996 1995
------------ ------------

ASSETS
Current Assets:
Cash and cash equivalents.......................... $ 89,469 $ 12,598
Receivables, less allowance for losses of $3,212
and $3,590, respectively.......................... 55,514 42,067
Merchandise inventories............................ 322,433 400,623
Other current assets............................... 8,775 13,456
---------- ----------
Total current assets............................. 476,191 468,744
Other assets and deferred charges.................... 24,621 22,943
Property and equipment--net.......................... 617,148 618,064
---------- ----------
Total assets..................................... $1,117,960 $1,109,751
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term debt.................................... $ -- $ 15,000
Accounts payable--trade............................ 144,638 149,293
Accrued compensation and related taxes............. 25,290 24,612
Accrued other liabilities.......................... 72,943 61,858
Accrued income and other taxes..................... 16,797 29,955
Current portion of long-term obligations........... 1,127 755
---------- ----------
Total current liabilities........................ 260,795 281,473
Long-term obligations................................ 415,138 413,580
Deferred income taxes................................ 20,396 17,423
Shareholders' equity:
Preferred stock; none outstanding Common stock;
Shares outstanding, 32,005 in 1996 and 1995....... 320 320
Additional paid-in capital......................... 242,843 242,843
Retained earnings.................................. 178,468 154,112
---------- ----------
Total shareholders' equity....................... 421,631 397,275
---------- ----------
Total liabilities and shareholders' equity..... $1,117,960 $1,109,751
========== ==========

See notes to consolidated financial statements.

F-11

SHOPKO STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT PER SHARE DATA)

FISCAL YEARS ENDED
--------------------------------------
FEBRUARY 24, FEBRUARY 25, FEBRUARY 26,
1996 1995 1994
(52 WEEKS) (52 WEEKS) (52 WEEKS)
------------ ------------ ------------

Revenues:
Net sales............................. $1,968,016 $1,852,929 $1,738,746
Licensed department rentals and other
income............................... 13,924 12,433 11,509
---------- ---------- ----------
1,981,940 1,865,362 1,750,255
Costs and expenses:
Cost of sales......................... 1,466,733 1,364,913 1,285,232
Selling, general and administrative
expenses............................. 361,402 355,515 343,381
Depreciation and amortization
expenses............................. 56,383 53,474 47,336
---------- ---------- ----------
1,884,518 1,773,902 1,675,949
Income from operations................. 97,422 91,460 74,306
Interest expense....................... 34,282 29,042 21,417
---------- ---------- ----------
Earnings before income taxes........... 63,140 62,418 52,889
Provision for income taxes............. 24,701 24,628 20,767
---------- ---------- ----------
Net earnings........................... $ 38,439 $ 37,790 $ 32,122
========== ========== ==========
Net earnings per common share.......... $ 1.20 $ 1.18 $ 1.00
Weighted average number of common
shares outstanding.................... 32,005 32,014 32,001

See notes to consolidated financial statements.

F-12

SHOPKO STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOW
(IN THOUSANDS)

FISCAL YEARS ENDED
--------------------------------------
FEBRUARY 24, FEBRUARY 25, FEBRUARY 26,
1996 1995 1994
(52 WEEKS) (52 WEEKS) (52 WEEKS)
------------ ------------ ------------

Cash flows from operating activities:
Net earnings........................... $ 38,439 $ 37,790 $ 32,122
Adjustments to reconcile net earnings
to net cash provided by operating
activities:
Depreciation and amortization......... 56,383 53,474 47,336
Provision for losses on receivables... 23 287 63
(Gain) loss on the sale of property
and equipment........................ (2,739) 421 (1,410)
Deferred income taxes................. 5,206 (3,764) 5,995
Change in assets and liabilities:
Receivables.......................... (13,470) (5,611) (9,317)
Merchandise inventories.............. 78,190 (71,769) (65,521)
Other current assets................. 2,448 (1,504) (397)
Other assets......................... (2,879) (2,059) (1,025)
Accounts payable..................... (4,655) 2,142 21,369
Accrued liabilities.................. (1,395) 31,486 4,590
-------- --------- ---------
Net cash provided by operating
activities......................... 155,551 40,893 33,805
Cash flows from investing activities:
Payments for property and equipment.... (53,012) (94,600) (133,842)
Proceeds from the sale of property and
equipment............................. 4,171 6,982 4,644
Business acquisitions, net of cash
acquired.............................. (15,885)
-------- --------- ---------
Net cash (used in) investing
activities......................... (48,841) (103,503) (129,198)
Cash flows from financing activities:
Net proceeds from long term
obligations........................... 98,939 98,714
Change in short-term debt.............. (15,000) (11,200) 11,175
Change in common stock................. (135) 185
Dividends paid......................... (14,083) (14,087) (14,080)
Reduction in capital lease
obligations........................... (756) (879) (823)
-------- --------- ---------
Net cash (used in) provided by
financing activities............... (29,839) 72,638 95,171
-------- --------- ---------
Net increase (decrease) in cash and cash
equivalents............................ 76,871 10,028 (222)
Cash and cash equivalents at beginning
of year................................ 12,598 2,570 2,792
-------- --------- ---------
Cash and cash equivalents at end of
year................................... $ 89,469 $ 12,598 $ 2,570
-------- --------- ---------
Supplemental cash flow information:
Noncash investing and financial
activities--Capital lease obligations
incurred.............................. $ 2,573 $ 4,992 $ 1,769
Cash paid during the period for:
Interest............................... $ 34,803 $ 27,734 $ 23,248
Income taxes........................... $ 33,062 $ 12,910 $ 15,467

See notes to consolidated financial statements.

F-13

SHOPKO STORES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT PER SHARE DATA)

COMMON STOCK ADDITIONAL
-------------- PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS
------ ------ ---------- --------

Balances at February 27, 1993.............. 32,000 $320 $242,793 $112,367
Net earnings............................. 32,122
Issuance of common stock................. 16 185
Cash dividends declared on common stock--
$0.44 per share......................... (14,081)
------ ---- -------- --------
Balances at February 26, 1994.............. 32,016 320 242,978 130,408
Net earnings............................. 37,790
Cancellation of common stock............. (16) (185)
Issuance of common stock................. 5 50
Cash dividends declared on common stock--
$0.44 per share......................... (14,086)
------ ---- -------- --------
Balances at February 25, 1995.............. 32,005 320 242,843 154,112
Net earnings............................. 38,439
Cash dividends declared on common stock--
$0.44 per share......................... (14,083)
------ ---- -------- --------
Balances at February 24, 1996.............. 32,005 $320 $242,843 $178,468
====== ==== ======== ========

See notes to consolidated financial statements.

F-14

SHOPKO STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FISCAL YEARS ENDED FEBRUARY 24, 1996, FEBRUARY 25, 1995 AND FEBRUARY
26, 1994

A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Basis of Presentation:

The consolidated financial statements include the accounts of ShopKo Stores,
Inc. and all its subsidiaries ("ShopKo"). All significant intercompany
accounts and transactions have been eliminated. ShopKo, which is a Minnesota
corporation, was incorporated in 1961. On October 16, 1991, ShopKo sold
17,250,000 common shares or 54% of equity ownership in an initial public
offering. Prior to completion of the offering, ShopKo was a wholly owned
subsidiary of Supermarket Operators of America, Inc., ("SOA") which, in turn,
is wholly owned by supervalu inc. ("supervalu"). As of February 24, 1996, 46%
of ShopKo's common stock was owned by supervalu.

ShopKo is engaged in the business of providing general merchandise and
health services through its retail stores; prescription benefit management
services; pharmacy mail service and claims processing activities. Retail
stores are operated in the Upper Midwest, Mountain and Pacific Northwest
states. All other business is conducted throughout the United States.

Cash and Cash Equivalents:

ShopKo records all highly liquid investments with a maturity of three months
or less as cash equivalents. In accordance with Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities," these investments are classified as trading
securities and are reported at fair value.

Receivables:

Receivables consist of amounts collectible from merchandise vendors for
promotional and advertising allowances, from third party pharmacy insurance
carriers and self-funded medical plan sponsors, from pharmaceutical
manufacturers for formulary fees and from store customers for optical, main
store layaway and pharmacy purchases. Substantially all amounts are expected
to be collected within one year.

Merchandise Inventories:

Merchandise inventories are stated at the lower of cost or market. Cost,
which includes certain distribution and transportation costs, is determined
through use of the last-in, first-out (LIFO) method for substantially all
inventories. If the first-in, first-out (FIFO) method had been used to
determine cost of inventories, ShopKo's inventories would have been higher by
approximately $39.2 million at February 24, 1996, $37.0 million at February
25, 1995 and $39.0 million at February 26, 1994.

Property and Equipment:

Property and equipment are carried at cost. The cost of buildings and
equipment is depreciated over the estimated useful lives of the assets.
Buildings and certain equipment (principally computer and retail store
equipment) are depreciated using the straight-line method. Remaining
properties are depreciated on an accelerated basis. Useful lives generally
assigned are: buildings--25 to 50 years; retail store equipment--8 to 10
years; warehouse, transportation and other equipment--3 to 10 years. Costs of
leasehold improvements are amortized over the period of the lease or the
estimated useful life of the asset, whichever is shorter, using the straight-
line method. Property under capital leases is amortized over the related lease
term using the straight-line method. Interest on property under construction
of $0.2, $1.3 and $2.1 million was capitalized in fiscal years 1996, 1995 and
1994, respectively.

F-15

SHOPKO STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The components of property and equipment are (in thousands):

FEB. 24, FEB. 25,
1996 1995
-------- --------

Property and equipment at cost:
Land....................................................... $107,915 $107,532
Buildings.................................................. 479,124 441,665
Equipment.................................................. 286,763 278,391
Leasehold improvements..................................... 49,306 50,581
Property under construction................................ 10,585 23,081
Property under capital leases.............................. 21,968 19,591
-------- --------
955,661 920,841
Less accumulated depreciation and amortization:
Property and equipment..................................... 331,541 294,798
Property under capital leases.............................. 6,972 7,979
-------- --------
Net property and equipment................................... $617,148 $618,064
======== ========

Impairment of Long Lived Assets:

ShopKo evaluates whether events and circumstances have occurred that
indicate the remaining estimated useful life of long lived assets may warrant
revision or that the remaining balance of an asset may not be recoverable. The
measurement of possible impairment is based on the ability to recover the
balance of assets from expected future operating cash flows on an undiscounted
basis. In the opinion of management, no such impairment existed as of February
24, 1996 or February 25, 1995.

Pre-opening Costs:

Pre-opening costs of retail stores are charged against earnings in the year
of the store openings.

Net Earnings Per Common Share:

Use of Estimates:

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reporting period. Actual results could differ from those
estimates.

Reclassifications:

Certain reclassifications have been made to fiscal 1994 consolidated
financial statements to conform to those used in fiscal 1996 and fiscal 1995.

F-16

SHOPKO STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
B. ACQUISITION:

On January 3, 1995, ShopKo completed the acquisition of Bravell, Inc.
("Bravell"). The transaction was accounted for as a purchase, whereby ShopKo
acquired 97% of the outstanding common stock of Bravell for approximately
$17.3 million. ShopKo may be required to make additional payments of up to
$12.3 million, contingent upon future results of Bravell's operations. Bravell
is a pharmacy benefit management firm that provides custom prescription
benefit plan design, program administration and claims and benefit processing
services to insurance companies, third party administrators and self-funded
medical plan sponsors.

The allocation of the purchase price of Bravell was based on fair values at
the date of acquisition. The excess of the purchase price over the fair value
of the net assets acquired ("goodwill") of approximately $16.7 million is
being amortized on a straight-line basis over 22 years. The results of
Bravell's operations since the date of acquisition have been included in the
consolidated statement of earnings.

Bravell records as sales the amounts billed to insurance companies, third
party administrators and self-funded medical plan sponsors and the amounts
billed to pharmaceutical manufacturers for formulary fees. Cost of sales
includes the amounts paid to network pharmacies and the amounts paid to plan
sponsors for shared formulary fees.

C. SHORT-TERM DEBT:

As of February 24, 1996, ShopKo had a $175.0 million revolving credit
agreement with a consortium of banks. The credit agreement is unsecured and
will expire October 4, 1996, subject to an extension for an additional year.
ShopKo pays an annual facility and commitment fee of 1/4 of one percent. As of
February 24, 1996, ShopKo had zero outstanding under this agreement compared
to $15.0 million as of February 25, 1995. The weighted average interest rate
on borrowings under the credit agreement for fiscal 1996 was 6.2%.

ShopKo also issues letters of credit during the ordinary course of business
as required by foreign vendors. As of February 24, 1996 and February 25, 1995,
ShopKo had issued letters of credit for $19.8 million and $13.6 million,
respectively.

D. LONG-TERM OBLIGATIONS AND LEASES

FEBRUARY 24, FEBRUARY 25,
1996 1995
------------ ------------
(IN THOUSANDS)

Senior Unsecured Notes, 9.0% due November 15, 2004,
less unamortized discount of $257 and $287
respectively........................................ $ 99,743 $ 99,713
Senior Unsecured Notes, 8.5% due March 15, 2002, less
unamortized discount of $221 and $258 respectively.. 99,779 99,742
Senior Unsecured Notes, 9.25% due March 15, 2022,
less unamortized discount of $499 and $518
respectively........................................ 99,501 99,482
Senior Unsecured Notes, 6.5% due August 15, 2003,
less unamortized discount of $209 and $236
respectively........................................ 99,791 99,764
Industrial Revenue Bond, 6.4% due May 1, 2008........ 1,000 1,000
Capital lease obligations............................ 16,451 14,634
-------- --------
416,265 414,335
Less current portion................................. 1,127 755
-------- --------
Long-term obligations................................ $415,138 $413,580
======== ========

F-17

SHOPKO STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

On November 9, 1994, ShopKo issued $100 million 9.0% senior unsecured notes
due November 15, 2004. The notes provide for semi-annual interest payments
payable on May 15 and November 15 of each year. There is no sinking fund
applicable to the notes and the notes are not redeemable prior to maturity.
The net proceeds of $98.9 million, after underwriting and issuance costs, were
used to reduce ShopKo's short-term borrowings and to provide for working
capital needs and other general corporate purposes.

The notes contain certain covenants which, among other things, restrict the
ability of ShopKo to consolidate, merge or convey, transfer or lease its
properties and assets substantially as an entirety, to create liens or to
enter into sale and leaseback transactions.

The underwriting and issuance costs of all the long-term obligations are
being amortized over the terms of the notes using the straight-line method. At
February 24, 1996 and February 25, 1995, $2.9 million and $3.2 million
remained to be amortized over future periods. Amortized expense for these
costs was $0.3, $0.2 and $0.2 million in fiscal years 1996, 1995 and 1994,
respectively.

ShopKo leases certain stores and computer equipment under capital leases.
Many of these leases include renewal options, and occasionally, include
options to purchase.

Amortization of property under capital leases was $1.1, $0.9 and $0.8
million in fiscal years 1996, 1995 and 1994, respectively. Minimum future
obligations under capital leases in effect at February 24, 1996 are as follows
(in thousands):

LEASE
YEAR OBLIGATIONS
---- -----------

1997........................................................... $ 2,883
1998........................................................... 3,551
1999........................................................... 3,406
2000........................................................... 2,128
2001........................................................... 1,931
Later.......................................................... 20,386
-------
Total minimum future obligations............................. 34,285
Less interest.................................................. 17,834
-------
Present value of minimum future obligations.................... $16,451
=======

The present values of minimum future obligations shown above are calculated
based on interest rates ranging from 7.4% to 13.4%, with a weighted average of
12.1%, determined to be applicable at the inception of the leases.

Interest expense on the outstanding obligations under capital leases was
$1.7, $1.2 and $1.0 million in fiscal years 1996, 1995 and 1994, respectively.

Contingent rent expense, based primarily on sales performance, for capital
and operating leases was $0.5 million in each of the fiscal years 1996, 1995
and 1994, respectively.

F-18

SHOPKO STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
In addition to its capital leases, ShopKo is obligated under operating
leases, primarily for land and buildings. Minimum future obligations under
operating leases in effect at February 24, 1996 are as follows (in thousands):

LEASE
YEAR OBLIGATIONS
---- -----------

1997........................................................... $ 3,610
1998........................................................... 3,529
1999........................................................... 3,366
2000........................................................... 3,266
2001........................................................... 3,230
Later.......................................................... 50,326
-------
Total minimum obligations.................................... $67,327
=======

Total minimum rental expense, net of sublease income, related to all
operating leases with terms greater than one year was $3.5, $2.9 and $2.7
million in fiscal years 1996, 1995 and 1994, respectively.

Certain operating leases require payments to be made on an escalating basis.
The accompanying consolidated statements of earnings reflect rent expense on a
straight-line basis over the term of the leases. An obligation of $1.4 million
and $1.1 million, representing pro rata future payments, is reflected in the
accompanying consolidated balance sheets at February 24, 1996 and February 25,
1995, respectively.

E. INCOME TAXES

Deferred income taxes reflect the net tax effect of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Components of ShopKo's
net deferred tax liability are as follows (in thousands):

1996 1995
-------- --------

Deferred tax liabilities:
Property and equipment..................................... $ 22,556 $ 19,752
LIFO inventory valuation................................... 6,415 5,210
Other...................................................... 2,181 3,462
-------- --------
Total deferred tax liabilities............................. 31,152 28,424
======== ========
Deferred tax assets:
Reserves and allowances.................................... (11,239) (13,070)
Capital leases............................................. (733) (1,380)
-------- --------
Total deferred tax assets.................................. (11,972) (14,450)
-------- --------
Net deferred tax liability.................................. $ 19,180 $ 13,974
======== ========

F-19

SHOPKO STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The amounts reflected in the provision for income taxes are based on
applicable federal statutory rates, adjusted for permanent differences between
financial and taxable income. The provision for federal and state income taxes
includes the following (in thousands):

1996 1995 1994
------- ------- -------

Current
Federal...................................... $16,163 $24,379 $12,562
State........................................ 3,332 4,488 2,560
General business and other tax credits....... -- (475) (350)
Deferred..................................... 5,206 (3,764) 5,995
------- ------- -------
Total provision............................. $24,701 $24,628 $20,767
======= ======= =======

The effective tax rate varies from the statutory federal income tax rate for
the following reasons:

1996 1995 1994
------- ------- -------

Statutory income tax rate..................... 35.0% 35.0% 35.0%
State income taxes, net of federal tax bene-
fits......................................... 4.0 4.1 4.1
Other......................................... 0.1 0.3 0.2
------- ------- -------
Effective income tax rate..................... 39.1% 39.4% 39.3%
======= ======= =======

Provision is made for deferred income taxes and future income tax benefits
applicable to temporary differences between financial and tax reporting. The
sources of these differences and the effects of each are as follows (in
thousands):

1996 1995 1994
------- ------- -------

Depreciation.................................. $ 2,804 $ (247) $ 1,398
Inventory valuation reserves.................. 1,339 (2,261) --
LIFO inventory valuation...................... 1,205 (1,370) 5,370
Bad debt and return reserves.................. 241 (806) 22
Other......................................... (383) 920 (795)
------- ------- -------
Total deferred tax expense (benefit).......... $ 5,206 $(3,764) $ 5,995
======= ======= =======

Other temporary differences between financial and tax reporting include
amortization and interest relating to capital leases and certain provisions
for expenses which are not deducted for tax purposes until paid.

F. PREFERRED AND COMMON STOCK

ShopKo has 20,000,000 shares of $0.01 preferred stock authorized but
unissued.

There are 75,000,000 shares of $0.01 par value common stock authorized with
32,005,000 shares issued and outstanding at both February 24, 1996 and
February 25, 1995, respectively.

ShopKo's Stock Option Plans allow the granting of stock options to various
officers, directors and other employees of ShopKo at prices not less than 100
percent of fair market value, determined by the closing price on the date of
grant. ShopKo has reserved 2,400,000 shares for issuance under the 1991 Stock
Option Plan. The 1995 Stock Option Plan, which is subject to shareholder
approval, allows for the issuance of 1,200,000 shares. The majority of these
options vest at the rate of 40% on the second anniversary of the grant date
and 20%

F-20

SHOPKO STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
annually thereafter for officers and employees and at the rate of 60% on the
second anniversary of the date of grant and 20% annually thereafter for non-
employee directors. Changes in the options are as follows (shares in
thousands):

PRICE
SHARES RANGE
------ --------------

Outstanding, February 27, 1993...................... 1,505 $15.00--$16.25
Granted............................................. 627 10.13-- 15.00
Canceled and forfeited.............................. (208) 10.88-- 16.25
----- --------------
Outstanding, February 26, 1994...................... 1,924 10.13-- 16.25
Granted............................................. 250 10.00-- 11.00
Canceled and forfeited.............................. (238) 10.00-- 16.25
----- --------------
Outstanding at February 25, 1995.................... 1,936 10.00-- 16.25
Granted............................................. 576 10.50-- 10.75
Canceled and forfeited.............................. (139) 10.00-- 16.25
----- --------------
Outstanding at February 24, 1996.................... 2,373 10.00-- 16.25
===== ==============
Exercisable at February 24, 1996.................... 1,062 10.13-- 16.25
===== ==============

In October 1995, SFAS No. 123 "Accounting for Stock-Based Compensation" was
issued. SFAS No. 123 establishes a fair value based method of accounting for
stock-based compensation; however, it allows entities to continue accounting
for employee stock-based compensation under the intrinsic value method
proscribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees." SFAS No. 123 requires certain disclosures,
including pro forma net income and earnings per share as if the fair value
based accounting method had been used for employee stock-based compensation
cost. ShopKo has decided to adopt SFAS No. 123 through disclosure with respect
to employee stock-based compensation; such disclosure requirements are
effective with ShopKo's 1997 fiscal year.

In fiscal 1994, ShopKo adopted a Restricted Stock Plan which provides awards
of up to 200,000 shares of common stock to key employees of ShopKo. Plan
participants are entitled to cash dividends and to vote their respective
shares. Restrictions limit the sale or transfer of the shares during a
restricted period. There are 5,000 shares of restricted stock outstanding for
both February 24, 1996 and February 25, 1995, respectively.

G. EMPLOYEE BENEFITS

Substantially all employees of ShopKo are covered by a defined contribution
profit sharing plan. The plan provides for two types of company contributions;
an amount determined annually by the Board of Directors and an employer
matching contribution equal to one-half of the first 6 percent of compensation
contributed by participating employees. Contributions were $7.7, $6.7 and $5.6
million for fiscal years 1996, 1995 and 1994, respectively.

ShopKo also has change of control severance agreements with certain key
officers. Under these agreements, the officers are entitled to a lump-sum cash
payment equal to a multiple of one, two or three times their annual salary
plus a multiple of one, two or three times their average annual bonus for the
three fiscal years immediately preceding the date of termination, if, within
two years after a "change of control" (as defined in such agreements) ShopKo
terminates the individual's employment without cause.

In fiscal 1994, ShopKo adopted SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." SFAS No. 106 requires ShopKo to
accrue the estimated cost of retiree benefits, other than

F-21

SHOPKO STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
pensions, during employees' credited service period. The cost of these
benefits, which are principally healthcare, was previously expensed as claims
were incurred. ShopKo elected to immediately recognize the accumulated
postretirement benefit obligation, resulting in a charge to earnings of $0.6
million or $0.02 per share.

The net periodic costs for postretirement benefits include the following (in
thousands):

1996 1995 1994
---- ---- ----

Service cost for benefits accumulated during the year.... $ 98 $ 78 $ 77
Interest cost on accumulated benefit obligation.......... 96 60 60
---- ---- ----
Net periodic postretirement benefit cost................. $194 $138 $137
==== ==== ====

ShopKo's postretirement healthcare plans currently are not funded. The
accumulated postretirement benefit obligations are as follows (in thousands):

FEB. 24, FEB. 25,
1996 1995
-------- --------

Retirees................................................. $ 371 $ 347
Active plan participants................................. 1,022 728
------ ------
Total accumulated postretirement obligations............. $1,393 $1,075
====== ======

The assumed discount rate used in determining the accumulated postretirement
benefit obligation was 7.3% and 7.0% for fiscal years 1996 and 1995,
respectively.

The assumed healthcare cost trend rate used in measuring the accumulated
postretirement benefit obligation was 8.9% for fiscal 1996 decreasing each
successive year until it reaches 5.5% in fiscal 2015 after which it remains
constant. A 1% increase in the healthcare trend rate would have an immaterial
effect on the accumulated postretirement benefit obligation at the end of
fiscal 1996 and fiscal 1995 and on the net periodic cost for the fiscal years.

H. RELATED PARTY TRANSACTIONS

In accordance with service agreements entered into in connection with the
initial public offering, general, administrative and other services were
allocated to ShopKo from supervalu. ShopKo also provided services and
allocated general, administrative and other expenses to two wholly-owned
subsidiaries of supervalu. In such cases, allocations were made using
procedures deemed appropriate to the nature of the services involved.
Management believes the allocations were made on a reasonable basis. Although
these allocations do not necessarily equal the costs which would have been or
may be incurred by ShopKo on a stand-alone basis, management believes that any
variance in costs would not be material. The service agreements between ShopKo
and supervalu expired in early fiscal 1994.

Selling, general and administrative expenses include the following
allocations (in thousands):

1994
----

From supervalu to ShopKo $ 96
From ShopKo to wholly owned subsidiaries of supervalu................ $323

Purchases of inventory from supervalu were $1.0, $2.7 and $9.7 million for
the fiscal years 1996, 1995 and 1994, respectively.

F-22

SHOPKO STORES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)

Also, as a result of the initial public offering, ShopKo and supervalu
entered into certain other agreements of which the following are still in
effect:

A food products supply agreement under which ShopKo has agreed to purchase
from supervalu, through October 16, 1998, all of ShopKo's requirements for
certain products sold in any food store owned or operated by ShopKo and
located within the geographic areas serviced by supervalu.

A registration rights agreement under which SOA (and certain affiliates of
supervalu) has the right to require ShopKo to file up to three registration
statements under the Securities Act.

I. FAIR VALUES OF FINANCIAL INSTRUMENTS

The following disclosure is made in accordance with the requirements of SFAS
No. 107, "Disclosures about Fair Value of Financial Instruments." The
following methods and assumptions were used by ShopKo in estimating its fair
value disclosures for financial instruments.

Short-term debt and long-term obligations: The carrying amounts of ShopKo's
borrowings under its short-term revolving credit agreement approximate their
fair value. The fair values of ShopKo's long-term obligations are estimated
using discounted cash flow analysis based on interest rates that are currently
available to ShopKo for issuance of debt with similar terms and remaining
maturities.

The carrying amounts and fair values of ShopKo's financial instruments at
February 24, 1996 are as follows (amounts in thousands):

CARRYING FAIR
AMOUNT VALUE
-------- --------

Long-term obligations:
Senior Unsecured Notes, due November 15, 2004.......... $99,743 $105,356
Senior Unsecured Notes, due March 15, 2002............. 99,779 107,309
Senior Unsecured Notes, due March 15, 2022............. 99,501 105,922
Senior Unsecured Notes, due August 15, 2003............ 99,791 91,147
Industrial Revenue Bond, due May 1, 2008............... 1,000 1,000
Capital lease obligations.............................. 16,451 18,477

F-23

J. UNAUDITED QUARTERLY FINANCIAL INFORMATION

Unaudited quarterly financial information is as follows:

FISCAL YEAR (52 WEEKS) ENDED FEBRUARY 24, 1996
----------------------------------------------------------------
FIRST SECOND THIRD FOURTH YEAR
(16 WKS) (12 WKS) (12 WKS) (12 WKS) (52 WKS)
------------ ------------ ------------- ------------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net sales............... $ 560,472 $ 418,165 $491,019 $498,360 $1,968,016
Gross margins........... 143,359 103,745 122,670 131,509 501,283
Net earnings............ 5,368 1,869 10,132 21,070 38,439
Net earnings per common
share.................. 0.17 0.06 0.32 0.66 1.20
Weighted average
shares................. 32,005 32,005 32,005 32,005 32,005
Dividends declared per
common share........... 0.11 0.11 0.11 0.11 0.44
Price range per common
share*................. 11 3/4-8 3/4 14-10 1/4 13 1/4-10 1/4 11 3/4-10 7/8 14-8 3/4

FISCAL YEAR (52 WEEKS) ENDED FEBRUARY 25, 1995
----------------------------------------------------------------
FIRST SECOND THIRD FOURTH YEAR
(16 WKS) (12 WKS) (12 WKS) (12 WKS) (52 WKS)
------------ ------------ ------------- ------------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net sales............... $ 514,926 $ 381,297 $470,919 $485,787 $1,852,929
Gross margins........... 135,411 99,910 120,718 131,977 488,016
Net earnings............ 4,980 2,750 11,303 18,757 37,790
Net earnings per common
share.................. 0.16 0.09 0.35 0.59 1.18
Weighted average
shares................. 32,016 32,016 32,016 32,014 32,014
Dividends declared per
common share........... 0.11 0.11 0.11 0.11 0.44
Price range per common
share*................. 12-10 1/4 10 3/8-9 3/4 10 5/8-9 3/4 9 3/4-8 5/8 12-8 5/8

- --------
* Price range per common share reflects the highest and lowest stock market
prices on the New York Stock Exchange during the quarter.

F-24

K. BUSINESS SEGMENT INFORMATION

ShopKo conducts business in two business segments: general merchandise and
health services. General merchandise is conducted through retail stores.
Health services include professional healthcare services provided in the
retail stores and prescription benefit management services which are generally
provided through other facilities. Information about ShopKo operations in the
different businesses is as follows (in thousands):

1996 1995 1994
---------- ---------- ----------

NET SALES
General Merchandise....................... $1,503,096 $1,489,919 $1,411,781
Health services........................... 464,920 363,010 326,965
---------- ---------- ----------
Total net sales.......................... $1,968,016 $1,852,929 $1,738,746
---------- ---------- ----------
EARNINGS BEFORE INCOME TAXES
General merchandise....................... $ 73,124 $ 67,638 $ 59,151
Health services........................... 36,805 36,547 29,854
Corporate................................. (12,507) (12,725) (14,699)
Interest expense.......................... (34,282) (29,042) (21,417)
---------- ---------- ----------
Earnings before income taxes............. $ 63,140 $ 62,418 $ 52,889
---------- ---------- ----------
ASSETS
General merchandise....................... $ 884,275 $ 950,719 $ 846,052
Health services........................... 101,130 91,208 58,586
Corporate................................. 132,555 67,824 48,411
---------- ---------- ----------
Total assets............................. $1,117,960 $1,109,751 $ 953,049
---------- ---------- ----------
DEPRECIATION AND AMORTIZATION EXPENSES
General merchandise....................... $ 51,466 $ 49,542 $ 44,375
Health services........................... 4,525 3,439 2,629
Corporate................................. 392 493 332
---------- ---------- ----------
Total depreciation and amortization ex-
penses.................................. $ 56,383 $ 53,474 $ 47,336
---------- ---------- ----------
CAPITAL EXPENDITURES
General merchandise $ 49,268 $ 89,346 $ 120,988
Health services 2,783 4,740 11,398
Corporate 961 514 1,456
---------- ---------- ----------
Total capital expenditures $ 53,012 $ 94,600 $ 133,842
---------- ---------- ----------

F-25

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of Phar-Mor, Inc.:

We have audited the accompanying consolidated balance sheets of Phar-Mor,
Inc. and subsidiaries as of June 29, 1996 and September 2, 1995 (Successor
Phar-Mor balance sheets) and July 1, 1995 (Predecessor Phar-Mor balance
sheet), and the related consolidated statements of operations, changes in
stockholders' equity (deficiency) and cash flows for the forty-three weeks
ended June 29, 1996 (Successor Phar-Mor operations), the nine weeks ended
September 2, 1995, the fifty-two weeks ended July 1, 1995 and the fifty-three
weeks July 2, 1994 (Predecessor Phar-Mor operations). Our audits also included
financial statement Schedule II, Valuation and Qualifying Accounts. These
financial statements and financial statement schedule are the responsibility
of Phar-Mor, Inc.'s management. Our responsibility is to express an opinion on
these financial statements and financial statement schedule based on our
audits.

Except as discussed in the following paragraph, we conducted our audits in
accordance with generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

As discussed in Note 3 to the financial statements, in August 1992, the
Board of Directors of Phar-Mor, Inc. disclosed that a fraud and embezzlement
of Phar-Mor's assets, which had been concealed for a period of years by
falsification of the accounting records, had been discovered. As a result, and
as discussed in Note 3, reliable accounting records and sufficient evidential
matter to support the acquisition cost of property and equipment were not
available; accordingly, we were not able to complete our auditing procedures
relating to property and equipment and depreciation and amortization related
thereto for the nine weeks ended September 2, 1995 and as of and for the
fifty-two weeks ended July 1, 1995, and for the fifty-three weeks ended July
2, 1994. As discussed in Note 6, for the fifty-three weeks ended July 2, 1994
Phar-Mor, Inc. recorded a $53,211,000 write-down of its property and equipment
based upon an independent appraisal. It is not possible to determine whether
the aggregate amount of property and equipment at July 1, 1995 is greater than
the original acquisition cost of such assets less accumulated depreciation and
amortization.

In our opinion, except for the effect of any adjustments that might have
been determined to be necessary had reliable accounting records and sufficient
evidential matter to support the acquisition cost of property and equipment
been available, the Predecessor Phar-Mor financial statements referred to
above present fairly, in all material respects, the financial position of
Predecessor Phar-Mor as of July 1, 1995 and the results of its operations and
its cash flows for the nine weeks ended September 2, 1995, the fifty-two weeks
ended July 1, 1995 and the fifty-three weeks ended July 2, 1994 in conformity
with generally accepted accounting principles.

In our opinion, the Successor Phar-Mor financial statements referred to
above present fairly, in all material respects, the financial position of
Phar-Mor, Inc. and subsidiaries as of June 29, 1996 and September 2, 1995 and
the results of their operations and their cash flows for the forty-three weeks
ended June 29, 1996 in conformity with generally accepted accounting
principles.

In our opinion, the financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

As discussed in Note 1 to the financial statements, on August 29, 1995, the
Bankruptcy Court entered an order confirming the plan of reorganization which
became effective on September 11, 1995. Accordingly, the accompanying
Successor Phar-Mor balance sheet as of September 2, 1995 has been prepared in
conformity with

F-26

AICPA Statement of Position 90-7, "Financial Reporting for Entities in
Reorganization Under the Bankruptcy Code," for the Successor Phar-Mor as a new
entity with assets, liabilities and a capital structure having carrying values
not comparable with prior periods as described in Note 1.

As discussed in Note 20 to the financial statements, Phar-Mor, Inc. entered
into an agreement dated September 7, 1996 (as amended and restated as of
October 9, 1996) with ShopKo Stores, Inc., subject to certain conditions, to
combine the respective companies under Cabot Noble, Inc., a newly organized
holding company.

Deloitte & Touche LLP

Pittsburgh, Pennsylvania
August 16, 1996
(October 9, 1996 as to Note 20)

F-27

PHAR-MOR, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT PAR VALUE)

PREDECESSOR
SUCCESSOR PHAR-MOR PHAR-MOR
--------------------- -----------
JUNE 29, SEPTEMBER 2, JULY 1,
1996 1995 1995
-------- ------------ -----------

ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................................................. $104,265 $107,930 $ 224,257
Accounts receivable--net.................................................................. 20,834 27,702 43,685
Due from related parties.................................................................. -- -- 4,181
Merchandise inventories................................................................... 152,904 167,177 173,714
Prepaid expenses.......................................................................... 5,184 6,540 8,174
Deferred tax asset........................................................................ 388 1,814 --
-------- -------- -----------
Total current assets.................................................................... 283,575 311,163 454,011
PROPERTY AND EQUIPMENT--NET................................................................ 66,550 65,178 73,822
DEFERRED TAX ASSET......................................................................... 9,382 12,186 181
OTHER ASSETS............................................................................... 3,956 1,680 3,318
-------- -------- -----------
Total assets............................................................................ $363,463 $390,207 $ 531,332
======== ======== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
Accounts payable.......................................................................... $ 46,010 $ 48,942 $ 69,563
Related party accounts payable............................................................ 7,751 9,164 --
Accrued expenses.......................................................................... 33,409 33,874 24,465
Related party accrued expenses............................................................ -- -- 2,383
Accrued bankruptcy professional fees...................................................... 181 19,657 15,215
Reserve for costs of rightsizing program.................................................. 3,451 7,301 6,564
Current portion of self insurance reserves................................................ 3,701 5,030 5,030
Current portion of long-term debt......................................................... 2,903 1,541 --
Current portion of capital lease obligations.............................................. 6,019 5,534 --
-------- -------- -----------
Total current liabilities............................................................... 103,425 131,043 123,220
LIABILITIES SUBJECT TO SETTLEMENT UNDER REORGANIZATION PROCEEDINGS......................... -- -- 1,154,959
LONG-TERM DEBT............................................................................. 109,973 106,982 --
CAPITAL LEASE OBLIGATIONS.................................................................. 39,190 44,065 --
LONG-TERM SELF INSURANCE RESERVES.......................................................... 7,226 8,142 7,011
UNFAVORABLE LEASE LIABILITY--NET........................................................... 10,783 10,475 --
DEFERRED RENT.............................................................................. 298 -- 10,826
-------- -------- -----------
Total liabilities....................................................................... 270,895 300,707 1,296,016
-------- -------- -----------
COMMITMENTS AND CONTINGENCIES
MINORITY INTERESTS......................................................................... 535 -- --
-------- -------- -----------
STOCKHOLDERS' EQUITY (DEFICIENCY):
Preferred stock, $.01 par value, authorized shares, 10,000,000, none outstanding.......... -- -- --
Common stock, $.01 par value, authorized shares, 40,000,000; issued and outstanding
shares, 12,157,054 at June 29, 1996 and 12,156,250 at September 2, 1995.................. 122 122 --
Common stock, $.10 par value, authorized shares, 200,000,000; issued and outstanding
shares, 54,066,463....................................................................... -- -- 5,407
Additional paid-in capital................................................................ 89,385 89,378 487,477
Retained earnings (deficit)............................................................... 2,526 -- (1,257,568)
-------- -------- -----------
Total stockholders' equity (deficiency)................................................. 92,033 89,500 (764,684)
-------- -------- -----------
Total liabilities and stockholders' equity (deficiency)............................... $363,463 $390,207 $ 531,332
======== ======== ===========

The accompanying notes are an integral part of these consolidated financial
statements.

F-28

PHAR-MOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

SUCCESSOR
PHAR-MOR PREDECESSOR PHAR-MOR
------------- --------------------------------------------
FORTY-THREE NINE WEEKS FIFTY-TWO FIFTY-THREE
WEEKS ENDED ENDED WEEKS ENDED WEEKS ENDED
JUNE 29, 1996 SEPTEMBER 2, 1995 JULY 1, 1995 JULY 2, 1994
------------- ----------------- ------------ ------------

Sales.............................................................. $ 874,284 $ 181,968 $ 1,412,661 $ 1,852,244
Less:
Cost of goods sold, including occupancy and distribution costs... 726,944 148,305 1,156,928 1,522,722
Selling, general and administrative expenses..................... 123,582 25,876 199,863 276,887
Chapter 11 professional fee accrual adjustment................... (1,530) -- -- --
Depreciation and amortization.................................... 14,891 3,732 24,643 55,401
----------- ----------- ----------- -----------
Income (loss) from operations before interest expense, interest
income, reorganization items, fresh-start revaluation, income
taxes and extraordinary item...................................... 10,397 4,055 31,227 (2,766)
Interest expense (excludes contractual interest not accrued on
unsecured prepetition debt of $3,897, $20,595, and $21,639 in the
nine weeks ended September 2, 1995, the fifty-two weeks ended July
1, 1995, and the fifty-three weeks ended July 2,1994,
respectively)..................................................... 14,343 5,689 33,324 33,878
Interest income.................................................... 8,614 -- -- --
----------- ----------- ----------- -----------
Income (loss) before reorganization items, fresh-start revaluation,
income taxes and extraordinary item............................... 4,668 (1,634) (2,097) (36,644)
Reorganization items............................................... -- 16,798 51,158 106,450
Fresh-start revaluation............................................ -- (8,043) -- --
----------- ----------- ----------- -----------
Income (loss) before income taxes and extraordinary item........... 4,668 (10,389) (53,255) (143,094)
Income tax provision (benefit)..................................... 2,142 -- (111) (331)
----------- ----------- ----------- -----------
Income (loss) before extraordinary item............................ 2,526 (10,389) (53,144) (142,763)
Extraordinary item--gain on debt discharge......................... -- 775,073 -- --
----------- ----------- ----------- -----------
Net income (loss).................................................. $ 2,526 $ 764,684 $ (53,144) $ (142,763)
=========== =========== =========== ===========
Net income (loss) per common share:
Income (loss) before extraordinary item.......................... $ .21 $ (.19) $ (.98) $ (2.64)
Extraordinary item............................................... -- 14.33 -- --
----------- ----------- ----------- -----------
Net income (loss)................................................ $ .21 $ 14.14 $ (.98) $ (2.64)
=========== =========== =========== ===========
Weighted average number of common shares outstanding............... 12,156,614 54,066,463 54,066,463 54,066,463
=========== =========== =========== ===========

The accompanying notes are an integral part of these consolidated financial
statements.

F-29

PHAR-MOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
(IN THOUSANDS)

COMMON STOCK
----------------
PAR RETAINED TOTAL
VALUE ADDITIONAL EARNINGS STOCKHOLDERS'
SHARES AMOUNT PAID-IN CAPITAL (DEFICIT) EQUITY (DEFICIENCY)
------- ------- --------------- ----------- -------------------

BALANCE AT JUNE 26,
1993................... 54,066 $ 5,407 $ 487,477 $(1,061,661) $(568,777)
Net loss.............. -- -- -- (142,763) (142,763)
------- ------- --------- ----------- ---------
BALANCE AT JULY 2,
1994................... 54,066 5,407 487,477 (1,204,424) (711,540)
Net loss.............. -- -- -- (53,144) (53,144)
------- ------- --------- ----------- ---------
BALANCE AT JULY 1,
1995................... 54,066 5,407 487,477 (1,257,568) (764,684)
Net income............ -- -- -- 764,684 764,684
Cancellation of the
former common equity
under the Plan of
Reorganization....... (54,066) (5,407) (487,477) 492,884 --
Issuance of the new
equity interests in
connection with
emergence from
Chapter 11 Cases..... 12,156 122 89,378 -- 89,500
------- ------- --------- ----------- ---------
BALANCE AT SEPTEMBER 2,
1995................... 12,156 122 89,378 -- 89,500
Net income............ -- -- -- 2,526 2,526
Shares issued......... 1 -- 7 -- 7
------- ------- --------- ----------- ---------
BALANCE AT JUNE 29,
1996................... 12,157 $ 122 $ 89,385 $ 2,526 $ 92,033
======= ======= ========= =========== =========

The accompanying notes are an integral part of these consolidated financial
statements.

F-30

PHAR-MOR, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)

SUCCESSOR
PHAR-MOR PREDECESSOR PHAR-MOR
------------- -------------------------------------------
FORTY-THREE NINE FIFTY-TWO FIFTY-THREE
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
JUNE 29, 1996 SEPTEMBER 2, 1995 JULY 1, 1995 JULY 2, 1994
------------- ----------------- ------------ ------------

OPERATING ACTIVITIES
Net income (loss)...... $ 2,526 $ 764,684 $(53,144) $(142,763)
Adjustments to
reconcile net income
(loss) to net cash
provided by operating
activities:
Items not requiring
the outlay of cash:
Extraordinary gain on
debt discharge....... -- (775,073) -- --
Fresh-start
revaluation.......... -- (8,043) -- --
Noncash charges
included in
reorganization
items................ -- 16,500 46,056 96,174
Depreciation.......... 8,802 2,388 15,073 40,961
Amortization of video
rental tapes......... 6,055 1,333 9,423 14,440
Amortization of
deferred financing
costs and goodwill... 363 73 2,139 5,106
Loss on abandonment
of equipment......... -- -- -- 2,111
Deferred income
taxes................ 2,142 -- (111) (331)
Deferred rent and
unfavorable lease
liabilities.......... 606 (89) 1,126 2,836
Changes in assets and
liabilities:
Accounts receivable... 6,905 11,997 (10,335) 10,407
Merchandise
inventories.......... 15,534 (6,922) 164,482 (24,199)
Prepaid expenses...... 1,356 2,441 631 (3,319)
Deferred income
taxes................ 2,088 -- -- --
Other assets.......... (681) 449 136 (205)
Accounts payable and
related party
accounts payable..... (4,370) (8,865) (39,772) 35,481
Accrued expenses and
related party
accrued expenses..... (1,999) 1,133 (18,994) (674)
Accrued bankruptcy
professional fees.... (19,476) 4,442 1,654 1,915
Reserve for costs of
rightsizing
program.............. (2,921) 550 (35,311) (17,558)
Self insurance
reserves............. (916) 1,131 1,111 5,949
-------- --------- -------- ---------
Net cash provided by
operating activi-
ties................ 16,014 8,129 84,164 26,331
-------- --------- -------- ---------
INVESTING ACITIVIES
Additions to rental
videotapes............ (7,316) (1,874) (11,925) (13,756)
Additions to property
and equipment......... (6,368) (649) (9,088) (12,904)
Purchase of partnership
interests............. (145) -- -- --
-------- --------- -------- ---------
Net cash used for in-
vesting activities.. (13,829) (2,523) (21,013) (26,660)
-------- --------- -------- ---------
FINANCING ACTIVITIES
Issuance of common
stock................. 7 -- -- --
Principal payments on
term debt............. (1,467) -- -- --
Principal payments on
capital lease
obligations........... (4,390) -- -- --
-------- --------- -------- ---------
Net cash used for fi-
nancing activities.. (5,850) -- -- --
-------- --------- -------- ---------
REORGANIZATION
ACTIVITIES
Cash distribution
pursuant to the plan
of reorganization..... -- (105,381) -- --
Repayment of revolving
credit loan and
secured notes from
proceeds of going-out-
of-business sales and
sale of assets........ -- -- (46,330) (76,300)
Payment of reclamation
claims................ -- (23,961) -- --
Decrease in all other
liabilities subject to
settlement under
reorganization
proceedings........... -- (2,076) (1,256) (12,655)
Proceeds from the sale
of new common stock... -- 9,500 -- --
Proceeds from sale of
assets held for
disposition........... -- -- 13,663 3,965
Debtor-in-possession
financing costs....... -- (15) (172) (1,923)
-------- --------- -------- ---------
Net cash used for
reorganization
activities............ -- (121,933) (34,095) (86,913)
-------- --------- -------- ---------
(Decrease) increase in
cash and cash
equivalents........... (3,665) (116,327) 29,056 (87,242)
Cash and cash
equivalents, beginning
of period............. 107,930 224,257 195,201 282,443
-------- --------- -------- ---------
Cash and cash
equivalents, end of
period................ $104,265 $ 107,930 $224,257 $ 195,201
======== ========= ======== =========
SUPPLEMENTAL INFORMATION
Interest paid.......... $ 9,067 $ 4,592 $ 27,989 $ 30,621
Income tax refunds..... 2,669 -- 570 228

The accompanying notes are an integral part of these consolidated financial
statements.

F-31

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1. REORGANIZATION AND BASIS OF PRESENTATION

On August 17, 1992, Phar-Mor, Inc. and its subsidiaries (collectively,
"Phar-Mor") filed petitions for relief under Chapter 11 of the United States
Bankruptcy Code ("Chapter 11"). From that time until September 11, 1995 Phar-
Mor operated its business as a debtor-in-possession subject to the
jurisdiction of the United States Bankruptcy Court for the Northern District
of Ohio (the "Bankruptcy Court").

On September 11, 1995 (the "Effective Date"), Phar-Mor emerged from
reorganization proceedings under Chapter 11 pursuant to the confirmation order
entered on August 29, 1995 by the Bankruptcy Court confirming the Third
Amended Joint Plan of Reorganization dated May 25, 1995 ( the "Joint Plan").
Consequently, Phar-Mor has applied the reorganization and fresh-start
reporting adjustments to the consolidated balance sheet as of September 2,
1995, the closest fiscal month end to the Effective Date.

The consolidated financial statements of Phar-Mor during the bankruptcy
proceedings ("Predecessor Phar-Mor financial statements") are presented in
accordance with American Institute of Certified Public Accountants Statement
of Position 90-7, "Financial Reporting by Entities in Reorganization under the
Bankruptcy Code" ("SOP 90-7"). Pursuant to guidance provided by SOP 90-7,
Phar-Mor adopted fresh-start reporting as of September 2, 1995. Under fresh-
start reporting, a new reporting entity is deemed to be created and the
recorded amounts of assets and liabilities are adjusted to reflect their
estimated fair values at the Effective Date (see Note 2). Financial statements
for periods ended on and prior to September 2, 1995, have been designated as
those of Predecessor Phar-Mor. Black lines have been drawn to separate
Successor Phar-Mor consolidated financial statements from Predecessor Phar-Mor
consolidated financial statements to signify that they are different reporting
entities which have not been prepared on a comparable basis.

The Joint Plan provided for, among other things, settlement of all
liabilities subject to settlement under reorganization proceedings in exchange
for cash, new debt, 12,156,250 shares of common stock and 1,250,000 common
stock warrants and an interest in a Limited Liability Company ("LLC") which
was established as part of the Joint Plan (see Notes 9 and 12). Phar-Mor's
cause of action against its former auditor and certain other causes of action
were assigned to such LLC. Predecessor Phar-Mor's creditors and former
shareholders are the beneficiaries of the LLC.

The net cash disbursements upon the effectiveness of the Joint Plan were
comprised as follows:

Payment to the holders of claims under the prepetition credit
agreement and prepetition senior secured notes................ $ 103,708
Payment to fund litigation of LLC causes of action............. 400
Payment of origination costs for revolving credit facility for
the Successor Phar-Mor........................................ 1,273
---------
105,381
Receipt of net proceeds from the sale of new common stock...... (9,500)
---------
$ 95,881
=========

The value of cash, notes and securities required to be distributed under the
Joint Plan was less than the value of the allowed claims on and interests in
Predecessor Phar-Mor; accordingly, Predecessor Phar-Mor recorded an
extraordinary gain of $775,073 related to the discharge of prepetition
liabilities in the period ended September 2, 1995. Payments and distributions
associated with the prepetition claims and obligations were made or provided
for in the consolidated balance sheet as of September 2, 1995. The
consolidated financial statements at September 2, 1995, give effect to the
issuance of all common stock, senior notes and tax notes in accordance with
the Joint Plan.

F-32

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The extraordinary gain recorded by the Predecessor Phar-Mor was determined
as follows:

Liabilities subject to settlement under reorganization
proceedings at the Effective Date............................ $1,126,414
Less:
Cash distribution pursuant to the Joint Plan................ (105,381)
Issuance of new debt........................................ (108,523)
New capital lease obligations............................... (49,599)
Assumption of prepetition liabilities....................... (7,838)
Value of new common stock issued to prepetition creditors... (80,000)
----------
Extraordinary item--gain on debt discharge.................. $ 775,073
==========

In the accompanying Predecessor Phar-Mor consolidated balance sheet,
liabilities subject to resolution in the Chapter 11 Cases are classified as
liabilities subject to settlement under reorganization proceedings, and are
comprised of the following:

Secured debt..................................................... $ 375,350
Unsecured debt................................................... 53,695
Capital lease obligations:
Real estate.................................................... 13,528
Equipment...................................................... 122,759
Rejected store leases............................................ 139,295
Accrued interest................................................. 16,218
Accounts payable and accrued liabilities......................... 434,114
----------
$1,154,959
==========

2. FRESH-START REPORTING

As indicated in Note 1, Phar-Mor adopted fresh-start reporting as of
September 2, 1995. The Successor Phar-Mor fresh-start reorganization equity
value of $89,500 was determined with the assistance of the financial advisors
employed by Phar-Mor. The financial advisors reviewed financial data of Phar-
Mor, including financial projections through the fiscal year 1999. The
reorganization value of Phar-Mor, net of current liabilities, which was
determined to be in a range of $260,000 to $330,000, was based primarily on
the following methods of valuation: discounted cash flow analysis using
projected five year financial information and a discount rate of 9.8%; market
valuation of certain publicly traded companies whose operating businesses were
believed to be similar to that of Phar-Mor; review of certain acquisitions of
companies whose operating businesses were viewed to be similar to that of
Phar-Mor. In addition to these methods of analysis, certain general economic
and industry information relevant to the business of Phar-Mor was considered.

Based on the analysis outlined above, the financial advisors determined the
equity value of Phar-Mor to be between $90,000 and $160,000. This equity value
represented the reorganization value of $260,000 to $330,000 less $170,000 of
debt assumed to be issued under the Joint Plan. The fresh-start reorganization
equity value of $89,500 correlates to the $90,000 referred to above, less
$1,000 in expenses reimbursed to certain shareholders plus $500 reflecting the
purchase of common stock by present and former members of management as
further described in the Joint Plan.

F-33

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The five year cash flow projections were based on estimates and assumptions
about circumstances and events that had not yet taken place. Such estimates
and assumptions were inherently subject to significant economic and
competitive uncertainties beyond the control of Phar-Mor including, but not
limited to, those with respect to the future course of Phar-Mor's business
activity. Any difference between Phar-Mor's projected and actual results
following its emergence from Chapter 11 will not alter the determination of
the fresh-start reorganization equity value because such value is not
contingent upon Phar-Mor achieving the projected results.

The Predecessor Phar-Mor balance sheet as of September 2, 1995, and
adjustments thereto to give effect to the discharge of prepetition debt and
fresh-start reporting, are as follows:

PREDECESSOR ADOPTION OF SUCCESSOR
PHAR-MOR RESTRUCTURING FRESH-START PHAR-MOR
PRE-CONFIRMATION (SEE NOTE 1) REPORTING REORGANIZED
---------------- ------------- ----------- -----------

ASSETS
Current assets:
Cash and cash
equivalents.......... $ 203,811 $ (95,881) $ -- $107,930
Account receivable--
net................. 27,702 -- -- 27,702
Due from related
parties............. -- -- -- --
Merchandise
inventories......... 167,177 -- -- 167,177
Prepaid expenses..... 6,540 -- -- 6,540
Deferred tax asset... -- -- $ 1,814 1,814
----------- ---------- -------- --------
Total current
assets.............. 405,230 (95,881) 1,814 311,163
Property and
equipment--net........ 69,770 -- (4,592) 65,178
Deferred tax asset..... 180 -- 12,006 12,186
Other assets........... 2,992 3 (1,315) 1,680
----------- ---------- -------- --------
Total assets......... $ 478,172 $ (95,878) $ 7,913 $390,207
=========== ========== ======== ========
LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIENCY)
Current liabilities:
Accounts payable...... $ 47,319 $ 1,623 -- $ 48,942
Related party
accounts payable..... 9,164 -- -- 9,164
Accrued expenses...... 27,619 6,255 -- 33,874
Accrued bankruptcy
professional fees.... 19,657 -- -- 19,657
Reserve for costs of
rightsizing
program.............. 7,301 -- -- 7,301
Current portion of
self insurance
reserves............. 5,030 -- -- 5,030
Current portion of
long-term debt....... -- 1,541 -- 1,541
Current portion of
capital lease
obligations.......... -- 5,534 -- 5,534
----------- ---------- -------- --------
Total current
liabilities......... 116,090 14,953 -- 131,043
Liabilities subject to
settlement under
reorganization
proceedings........... 1,126,414 (1,126,414) -- --
Long-term debt......... -- 106,982 -- 106,982
Capital lease
obligations........... -- 44,065 -- 44,065
Long-term self
insurance reserves.... 8,142 -- -- 8,142
Unfavorable lease
liability--net........ -- -- $ 10,475 10,475
Deferred rent.......... 10,642 (37) (10,605) --
----------- ---------- -------- --------
Total liabilities.... 1,261,288 (960,451) (130) 300,707
----------- ---------- -------- --------
Stockholders' equity
(deficiency):
Common stock.......... 5,407 (5,285) -- 122
Additional paid-in
capital.............. 487,477 (398,099) -- 89,378
Retained earnings
(deficit)............ (1,276,000) 1,267,957 8,043 --
----------- ---------- -------- --------
Total stockholders'
equity
(deficiency)........ (783,116) 864,573 8,043 89,500
----------- ---------- -------- --------
Total liabilities and
stockholders' equity
(deficiency)........ $ 478,172 $ (95,878) $ 7,913 $390,207
=========== ========== ======== ========

F-34

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The significant fresh-start reporting adjustments are summarized as follows:

(1) Revaluation of fixed assets and leasehold interests based, in part,
upon the estimated fair market values of properties and leases. This
revaluation resulted in recording unfavorable lease liabilities for
certain locations. See Notes 3 and 6.

(2) Write-off of lease acquisition costs.

(3) Valuation and recording of a deferred tax asset representing the
estimated net realizable value of net operating loss carry forwards.

(4) Adjustments to the fair market value of other noncurrent assets in
excess of reorganization value in accordance with fresh-start
reporting.

3. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Fiscal Periods Presented--The accompanying consolidated balance
sheets were prepared as of June 29, 1996, September 2, 1995 and July
1, 1995 (see Note 1). The accompanying consolidated statements of
operations, changes in stockholders' equity and cash flows were
prepared for the forty-three weeks ended June 29, 1996, the nine
weeks ended September 2, 1995, the fifty-two weeks ended July 1,
1995 and the fifty-three weeks ended July 2, 1994.

In August 1992, the Boards of Directors of Phar-Mor disclosed that
a fraud and embezzlement of Phar-Mor's assets, which had been
concealed for a period of years by a falsification of the accounting
records, had been discovered. As a result, the Boards of Directors
terminated the employment of certain executive officers and retained
new management. The turnaround firm of Alvarez & Marsal, Inc. was
retained while Phar-Mor was operating under Chapter 11. Members of
Alvarez & Marsal, Inc. served as Chief Executive Officer and Senior
Vice President of Administration of Phar-Mor from August 1992 to the
Effective Date.

b. Business--Phar-Mor operates a chain of "deep discount" drugstores
primarily located in the midwest and along the east coast of the
continental United States in which it sells merchandise in various
categories. Phar-Mor is one of the leading retailers of film,
vitamins, soft drinks and batteries.

c. Principles of Consolidation--The consolidated financial statements
include the accounts of Phar-Mor, Inc., its wholly-owned
subsidiaries and its majority-owned partnerships. All intercompany
accounts and transactions have been eliminated.

d. Cash and Cash Equivalents--Phar-Mor considers all short-term
investments with an original maturity of three months or less to be
cash equivalents.

e. Merchandise Inventories--Merchandise inventories are valued at the
lower of first-in, first-out ("FIFO") cost or market.

f. Video Rental Tapes--Videotapes held for rental which are included in
inventories, are recorded at cost and are amortized over their
estimated economic life with no provision for salvage value. With
respect to "hit" titles for which four or more copies per store are
purchased, the fourth and any succeeding copies are amortized over
nine months on a straight-line basis. All other video cassette
purchases up to three copies per store are amortized over thirty-six
months on a straight-line basis.

g. Deferred Debt Expense--Deferred debt expense is included in other
assets and is amortized on a straight-line basis over the term of
the related debt.

h. Goodwill--Goodwill is included in other assets and is amortized on a
straight-line basis over 40 years.

F-35

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

i. Property and Equipment--Phar-Mor's policy is to record property and
equipment (including leasehold improvements) at cost. Depreciation
is recorded on the straight-line method over the estimated useful
lives of the assets. Leasehold improvements are amortized over the
estimated useful lives of the improvements or the lives of the
leases, whichever is shorter.

Because of the fraud and embezzlement referred to in a. above,
which resulted in unreliable and insufficient evidential matter to
support the acquisition cost of property and equipment, as of July 2,
1994, Phar-Mor revalued property and equipment based upon an
independent appraisal. Consequently, Predecessor Phar-Mor property
and equipment and related depreciation and amortization at and for
periods subsequent to July 2, 1994 are based upon such assets valued
at the lower of the appraised value or net book value at July 2, 1994
as adjusted for additions and disposals since that date (see Note 6).

Property and equipment was revalued at September 2, 1995 in
connection with the adoption of fresh-start reporting (see Note 2).

j. Leased Property Under Capital Leases--Phar-Mor accounts for capital
leases, which transfer substantially all of the benefits and risks
incident to the ownership of property to Phar-Mor, as the
acquisition of an asset and the incurrence of an obligation. Under
this method of accounting the cost of the leased asset is amortized
principally using the straight-line method over its estimated useful
life, and the obligation, including interest thereon, is liquidated
over the life of the lease.

k. Operating Leases and Deferred Rent--Operating leases are accounted
for on the straight-line method over the lease term. Deferred rent
represents the difference between rents paid and the amounts
expensed for operating leases.

l. Unfavorable Lease Liability--The unfavorable lease liability was
recorded as part of fresh-start reporting (see Note 2) and
represents the excess of the present value of the liability related
to lease commitments over the present value of market rate rents as
of the date of the Reorganization for such locations. This liability
will be amortized as a reduction of rent expense over the remaining
lease terms.

m. Reclassifications--Certain amounts in the financial statements have
been reclassified for comparative purposes.

n. Net Income (Loss) Per Common Share--Net income (loss) per common
share is computed by dividing net income (loss) by the weighted
average number of common shares outstanding. Outstanding stock
options and warrants do not have a dilutive effect on net income per
share.

o. Accounting Changes--In March 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standard
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long- Lived Assets to be Disposed Of," which
establishes accounting standards for the impairment of long-lived
assets, certain identifiable intangibles, and goodwill related to
those assets to be held and used, and for long-lived assets and
certain identifiable intangibles to be disposed of. This statement
requires adoption no later than fiscal years beginning after
December 15, 1995. Phar-Mor has not yet completed its evaluation of
the effect that implementation of this new standard will have on its
results of operations and financial position.

In October 1995, the Financial Accounting Standards Board issued
SFAS No. 123, "Accounting for Stock-Based Compensation," which
requires adoption no later than fiscal years beginning after December
15, 1995. The new standard defines a fair value method of accounting
for stock options and similar equity instruments.

F-36

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Under the fair value method, compensation cost is measured at the
grant date based on the fair value of the award and is recognized
over the service period, which is usually the vesting period.

Pursuant to the new standard, companies are encouraged, but not
required, to adopt the fair value method of accounting for employee
stock-based transactions. Companies are also permitted to continue to
account for such transactions under Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," but would
be required to disclose in a note to the financial statements pro
forma net income and earnings per share as if the company had applied
the new method of accounting.

The accounting requirements of the new method are effective to all
employee awards granted after the beginning of the fiscal year of
adoption. Phar-Mor has not yet determined if it will elect to change
to the fair value method, nor has it determined the effect the new
standard will have on net income and earnings per share should it
elect to make such a change. Adoption of the new standard will have
no effect on Phar-Mor's cash flows.

p. Estimates--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the period. Actual results
could differ from those estimates.

4. ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:

PREDECESSOR
SUCCESSOR PHAR-MOR PHAR-MOR
--------------------- ------------
JUNE 29, SEPTEMBER 2, JULY 1,
1996 1995 1995
-------- ------------ ------------

Accounts receivable--vendors............................................................ $15,583 $16,141 $22,530
Receivable from inventory liquidation company........................................... -- -- 12,418
Insurance claim receivable.............................................................. -- 6,650 --
Third-party prescriptions............................................................... 5,151 5,271 5,580
Vendor coupons.......................................................................... 1,719 1,605 1,543
Income tax receivable................................................................... 175 193 193
Other................................................................................... 2,397 2,464 6,338
------- ------- -------
25,025 32,324 48,602
Less allowance for doubtful accounts.................................................... 4,191 4,622 4,917
------- ------- -------
$20,834 $27,702 $43,685
--------------------------------------------------
======= ======= =======

F-37

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
5. MERCHANDISE INVENTORIES

Merchandise inventories consists of the following:

PREDECESSOR
SUCCESSOR PHAR-MOR PHAR-MOR
--------------------- -----------
JUNE 29, SEPTEMBER 2, JULY 1,
1996 1995 1995
-------- ------------ -----------

Store inventories........................................................................ $140,522 $153,856 $140,560
Warehouse inventories.................................................................... 25,387 35,237 39,510
Video rental tapes--net.................................................................. 7,059 6,746 6,229
-------- -------- --------
172,968 195,839 186,299
Less reserves for markdowns, shrinkage and vendor rebates................................ 20,064 28,662 12,585
-------- -------- --------
$152,904 $167,177 $173,714
--------------------------------------------------
======== ======== ========

The video rental tape inventory is net of accumulated amortization of
$6,055, $0, and $13,405 at June 29, 1996, September 2, 1995 and July 1, 1995,
respectively.

6. PROPERTY AND EQUIPMENT

Due to the lack of reliable accounting records referred to in Note 3 and
because the adverse business conditions which had been concealed by the fraud
and embezzlement dictated an assessment as to whether the carrying amount of
property and equipment had been overstated, an independent appraisal was
undertaken in 1994. The appraisal included the physical inspection of property
and equipment at Phar-Mor's corporate headquarters, warehouse and selected
retail store locations. The appraised value of certain property and equipment
was less than the net book value of the assets. Accordingly, Phar-Mor recorded
a charge of $53,211 to write down property and equipment as of July 2, 1994.

Property and equipment consists of the following:

PREDECESSOR
SUCCESSOR PHAR-MOR PHAR-MOR
---------------------- -----------
JUNE 29, SEPTEMBER 2, JULY 1,
1996 1995 1995
-------- ------------ -----------

Furniture, fixtures and equipment........................................................ $19,596 $15,215 $30,416
Building improvements to leased property................................................. 17,954 11,626 16,748
Land..................................................................................... 166 -- --
Capital leases:
Buildings.............................................................................. 11,235 11,033 11,201
Furniture, fixtures and equipment...................................................... 27,383 27,304 40,880
------- ------- -------
76,334 65,178 99,245
Less accumulated depreciation and amortization........................................... (9,014) -- (15,344)
Less allowance for disposal of property and equipment.................................... (770) -- (10,079)
------- ------- -------
-------------------------------------------------- $66,550 $65,178 $73,822
======= ======= =======

F-38

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
7. OTHER ASSETS

Other assets consists of the following:

PREDECESSOR
SUCCESSOR PHAR-MOR PHAR-MOR
--------------------- -----------
JUNE 29, SEPTEMBER 2, JULY 1,
1996 1995 1995
-------- ------------ -----------

Lease purchase costs..................................................................... $ -- $ -- $ 684
Goodwill................................................................................. 1,757 -- --
Deferred debt expense.................................................................... 711 922 1,329
Other.................................................................................... 1,488 758 1,305
------ ------ ------
$3,956 $1,680 $3,318
--------------------------------------------------
====== ====== ======

The lease purchase cost reflected above is net of accumulated amortization
of $340 at July 1, 1995. Lease purchase costs were eliminated at September 2,
1995 as a result of adopting fresh-start reporting (see Note 2).

Deferred debt expense is net of accumulated amortization of $329 and $8,517
at June 29, 1996 and July 1, 1995, respectively. The deferred debt expense at
June 29, 1996 and September 2, 1995 consists of debt origination costs
associated with the new credit facility (see Note 8).

8. REVOLVING CREDIT FACILITIES

SUCCESSOR PHAR-MOR

On September 11, 1995, Phar-Mor entered into a Loan and Security Agreement
(the "Facility") with BankAmerica Business Credit, Inc. ("BABC"), as agent,
and other financial institutions (collectively, the "Lenders"), that
established a credit facility in the maximum amount of $100,000.

Borrowings under the Facility may be used for working capital needs and
general corporate purposes. Up to $50,000 of the Facility at any time may be
used for standby and documentary letters of credit. The Facility includes
restrictions on, among other things, additional debt, capital expenditures,
investments, restricted payments and other distributions, mergers and
acquisitions, and contains covenants requiring Phar-Mor to meet a specified
quarterly minimum EBITDA Coverage Ratio (the sum of earnings before interest,
taxes, depreciation and amortization, as defined, divided by interest
expense), calculated on a rolling four quarter basis, and a monthly minimum
net worth test.

Credit availability under the Facility at any time is the lesser of the
Aggregate Availability (as defined in the Facility) or $100,000. Availability
under the Facility, after subtracting amounts used for outstanding letters of
credit, was $76,829 at June 29, 1996. The Facility establishes a first
priority lien and security interest in the current assets of Phar-Mor,
including, among other items, cash, accounts receivable and inventory.

Advances made under the Facility bear interest at the BankAmerica reference
rate plus 1/2% or London Interbank Offered Rate ("LIBOR") plus the applicable
margin. The applicable margin ranges between 1.50% and 2.00% and is determined
by a formula based on a ratio of (a) Phar-Mor's earnings before interest,
taxes, depreciation and amortization to (b) interest. Under the terms of the
Facility, Phar-Mor is required to pay a commitment fee of 0.28125% per annum
on the unused portion of the facility, letter of credit fees and certain other
fees.

At the Effective Date there were no outstanding advances or issued letters
of credit under the Facility. Subsequent to the Effective Date, letters of
credit in the amount of $9,814 that were outstanding under the Debtor-in-
Possession credit facilities were canceled and reissued under this Facility.

F-39

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

There were no outstanding advances under the Facility at any time during the
forty-three weeks ended June 29, 1996. At June 29, 1996 there were letters of
credit in the amount of $5,384 outstanding under the Facility.

The Facility expires on August 30, 1998.

PREDECESSOR PHAR-MOR

From October 22, 1992 to the Effective Date, Phar-Mor had Debtor-in-
Possession revolving credit facilities. The maximum amount available under the
facilities ranged from $150,000 to $50,000 during the pendency of the
bankruptcy cases. Phar-Mor never borrowed under the facilities, utilizing the
credit availability only for standby letters of credit of which the maximum
amount outstanding during the pendency of the bankruptcy cases was $9,814.

9. LONG-TERM DEBT

SUCCESSOR PHAR-MOR

Pursuant to the Joint Plan, Phar-Mor and its lenders agreed to a
restructuring of Phar-Mor's obligations. The resulting new debt obligations
are summarized below. The difference between the preconfirmation debt
obligations and the new debt obligations was included in the calculation of
the "Extraordinary items--gain on debt discharge" (see Note 1).

The composition of the new debt obligations included on the consolidated
balance sheet as of June 29, 1996 and September 2, 1995 is as follows:

JUNE 29, SEPTEMBER 2,
1996 1995
-------- ------------

New senior unsecured notes, interest rate of 11.72%,
due September 2002................................... $ 91,462 $ 91,462
New equipment notes, interest rate of 7%, due in
installments through October 2003.................... 9,536 9,952
New tax notes, interest rates at 5.89% to 8%, due
through September 2001............................... 6,423 7,109
Real estate mortgage notes and bonds payable at rates
ranging from 3% to 9.98% and the prime rate plus 1%.. 5,455 --
-------- --------
Total debt............................................ 112,876 108,523
Less current portion.................................. 2,903 1,541
-------- --------
Total long-term debt.................................. $109,973 $106,982
======== ========

Holders of the prepetition senior notes and revolving credit facility
received the new senior unsecured notes as part of their distribution under
the Joint Plan.

Phar-Mor must offer to purchase the new senior unsecured notes at a price
equal to 101% of the principal amount upon the occurrence of a change in
control. The new senior notes contain restrictions on, among other things,
incurrence of debt, payment of dividends and repurchases of common stock.

Phar-Mor has mortgage notes and bonds payable collateralized by real estate
with an aggregate net book value of $4,600 at June 29, 1996.

F-40

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Future maturities of long-term debt subsequent to June 29, 1996 are
summarized as follows:

1997................................................................ $ 2,903
1998................................................................ 2,535
1999................................................................ 3,821
2000................................................................ 1,432
2001................................................................ 1,140
Thereafter.......................................................... 101,045
--------
$112,876
========

PREDECESSOR PHAR-MOR LONG-TERM DEBT (see Note 1)

JULY 1, 1995
------------

Prepetition secured debt:
Revolving credit loan......................................... $206,728
Senior notes.................................................. 97,100
Term loans.................................................... 71,522
--------
Total prepetition secured debt.............................. 375,350
--------
Prepetition unsecured debt:
Senior subordinated notes..................................... 50,000
Subordinated debt with related party.......................... 3,695
--------
Total prepetition unsecured debt............................ 53,695
--------
$429,045
========

The descriptions of the financing arrangements that follow are based on the
original contractual terms and maturities. However, as a result of the
bankruptcy Phar-Mor was in default of substantially all of its prepetition
financing agreements which caused the amounts due under the agreements to be
accelerated. The amounts outstanding under all of the prepetition financing
arrangements are included in liabilities subject to settlement under
reorganization proceedings as of July 1, 1995 (see Note 1).

Revolving Credit Loan--In March 1992, Phar-Mor entered into a revolving
credit agreement (the "Credit Agreement") with a consortium of banks providing
for borrowing up to $600,000 with interest at LIBOR, plus a margin as defined
in the Credit Agreement, which varied with the fluctuation of the ratio of
consolidated net income to interest expense. At July 1, 1995 the interest rate
was LIBOR plus 1.75% (effective rate of 7.9375%).

Under the Credit Agreement, the banks agreed to make revolving loans to, and
to issue letters of credit for, Phar-Mor in an amount not exceeding at any
time the lesser of the Borrowing Base (as defined in the Credit Agreement) or
$600,000. The aggregate stated amount of letters of credit could not exceed at
any time $7,500. The Credit Agreement was collateralized by substantially all
merchandise inventories, accounts receivable and certain other assets.

Senior Notes--In March 1992, Phar-Mor issued $155,000 senior secured notes
(the "Senior Notes"). The Senior Notes bore interest, payable semi-annually on
the fifteenth day of March and September, at the rate of 9.11% and together
with borrowings under the Credit Agreement, were collateralized by merchandise
inventories and accounts receivable on a pari passu basis. The senior note
agreement provided for equal annual principal payments of $38,750 to commence
in March 1998.

F-41

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Term Loans--Phar-Mor had term loans with various financing institutions,
which were collateralized by furniture, fixtures and equipment. Payments were
due monthly, and included interest at rates ranging from 6.5% to 11.75% per
annum.

Senior Subordinated Notes--The loan agreement relating to the senior
subordinated notes specified that interest only was payable on the notes, on a
semi-annual basis, each March and September, at 12% per annum. The notes were
unsecured, and principal payments were due in equal annual installments
commencing September 30, 1993.

Subordinated Debt with Related Party--In May 1990 Phar-Mor borrowed, on an
unsecured basis, $8,867 from Giant Eagle, Inc. (a former shareholder of Phar-
Mor). The subordinated note agreement specified that principal payments of
approximately $369 were payable over twenty-four months commencing June 1991,
and the note bore interest at the prime rate plus 1% (see Note 11).

10. LEASES

Phar-Mor leases its retail store properties, certain warehouse facilities
and certain equipment under capital and operating leases. Generally, leases
are net leases that require the payment of executory expenses such as real
estate taxes, insurance, maintenance and other operating costs, in addition to
minimum rentals. The initial terms of the leases range from three to twenty-
five years and generally provide for renewal options.

Minimum annual rentals for all capital and operating leases having initial
noncancelable lease terms in excess of one year at June 29, 1996 are as
follows:

CAPITAL OPERATING
LEASES LEASES
------- ---------

1997..................................................... $ 9,211 $ 32,644
1998..................................................... 9,221 32,751
1999..................................................... 8,841 32,871
2000..................................................... 8,265 33,110
2001..................................................... 5,330 32,059
Thereafter............................................... 19,044 145,953
------- --------
Total minimum lease payments............................... 59,912 $309,388
========
Less amounts representing interest......................... 14,703
-------
Present value of minimum lease payments.................... 45,209
Less current portion....................................... 6,019
-------
Long-term capital lease obligations........................ $39,190
=======

The operating leases on substantially all store properties, provide for
additional rentals when sales exceed specified levels and contain escalation
clauses. Rent expense for the forty-three weeks ended June 29, 1996, the nine
weeks ended September 2, 1995, the fifty-two weeks ended July 1, 1995 and the
fifty-three weeks ended July 2, 1994 was $26,278, $5,660, $44,385 and $58,645,
respectively, including $103, $36, $253 and $302 of additional rentals.

F-42

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
11. TRANSACTIONS WITH RELATED PARTIES

SUCCESSOR PHAR-MOR

FoxMeyer Health Corporation ("FoxMeyer"), an affiliate of Phar-Mor's largest
supplier, owns 69.8% of Hamilton Morgan L.L.C. ("Hamilton Morgan") which
beneficially owns approximately 39.4% of Phar-Mor's common stock. Robert Haft,
Phar-Mor's Chairman of the Board of Directors and Chief Executive Officer, is
President of Hamilton Morgan. The two Cochairmen of the Board of Directors of
FoxMeyer are members of the Board of Directors of Phar-Mor. An affiliate of
FoxMeyer supplies Phar-Mor's stores with pharmaceuticals and health and beauty
care products under a long-term contract which expires on the later of August
17, 1997 or the date when Phar-Mor's purchases from FoxMeyer equal an
aggregate net minimum of $1,400,000 of products. On June 29, 1996 and
September 2, 1995, Phar-Mor had liabilities relating to these purchases of
$7,751 and $9,164, respectively. This liability is included in related party
accounts payable in the accompanying consolidated balance sheets. For the
forty-three weeks ended June 29, 1996, Phar-Mor purchased $179,841 of product
under the terms of the contract.

PREDECESSOR PHAR-MOR

As of August 17, 1992, Giant Eagle, Inc. was a 40% shareholder of Phar-Mor.

Acquisition of Subsidiary--In November 1989, Phar-Mor and Giant Eagle, Inc.
formed Tamco Distributor Company ("Tamco"), each owning 50% of the outstanding
common stock. In March 1992, Phar-Mor purchased Tamco's outstanding shares
owned by Giant Eagle, Inc. for $11,000, which was based on 50% of Tamco's net
book value at the date of the transaction. Tamco was merged into Phar-Mor on
the Effective Date of the Joint Plan.

Subordinated Debt--In 1990, Tamco borrowed $8,867 from Giant Eagle, Inc.

Operating Leases--Phar-Mor leased various property and equipment from
related parties. Rental payments for the nine weeks ended September 2, 1995,
the fifty-two weeks ended July 1, 1995 and the fifty-three weeks ended July 2,
1994 were $2,280, $15,558 and $17,300, respectively.

Other--Phar-Mor has rejected certain store leases with a related landlord,
PMI Associates (related through common ownership). The accompanying
consolidated balance sheet at July 1, 1995 reflect costs of rejecting these
leases of $13,450. Phar-Mor loaned funds to PMI Associates for the
construction of store locations. The loan balance receivable at July 1, 1995
of $4,626 is netted in the above reserve.

Phar-Mor had a receivable due from Giant Eagle, Inc. of $4,181 at July 1,
1995 relating principally to the sale of merchandise. The receivable relating
to the sale of merchandise is included in due from related parties in the
accompanying consolidated balance sheet.

On or about August 16, 1994, Phar-Mor and its subsidiaries filed several
complaints against Giant Eagle, Inc., and certain of its affiliates. Giant
Eagle, Inc., in turn, filed three complaints against Phar-Mor. The complaints
set forth various causes of action including, among others, requests for (i)
declaratory judgment that certain agreements constitute secured loans rather
than leases for purposes of Bankruptcy Code section 365, (ii) recovery of
preferences, (iii) damages for breach of contract and (iv) recovery of a
constructive fraudulent conveyance. All of the causes of action set forth in
the complaints were the subject of a Settlement Agreement between Phar-Mor and
its subsidiaries and Giant Eagle and certain of its affiliates. On August 29,
1995, the Bankruptcy Court approved the Settlement Agreement. Except for
certain immaterial unresolved claims, the conditions to the effectiveness of
the Settlement Agreement were satisfied as of November 3, 1995.

F-43

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
In addition to the foregoing, Phar-Mor purchased merchandise and services
from various other related parties. During the nine weeks ended September 2,
1995, the fifty-two weeks ended July 1, 1995 and the fifty- three weeks ended
July 2, 1994, the total amounts of these purchases were $51, $508 and $1,099,
respectively. The liabilities relating to these transactions are as follows:

JULY 1, 1995
------------

Post-petition liabilities....................................... $2,383
Prepetition liabilities......................................... 3,699

The post-petition liabilities are included in related party accrued expenses
in the accompanying consolidated balance sheets. The prepetition liabilities
are included in liabilities subject to settlement under reorganization
proceedings in the accompanying consolidated balance sheets. The prepetition
liabilities included $1,641 payable to a third-party which was guaranteed by
Giant Eagle, Inc.

12. COMMON STOCK, WARRANTS AND OPTIONS

SUCCESSOR PHAR-MOR

COMMON STOCK

A total of 12,156,250 common shares were issued and outstanding as of the
Effective Date. Pursuant to the Joint Plan, 10,000,000 common shares were
issued to prepetition creditors. Further, pursuant to the Joint Plan,
1,250,000 common shares were issued by Phar-Mor to Hamilton Morgan, 50,000
common shares were issued to Alvarez & Marsal, Inc., and 12,500 common shares
were issued to certain members of existing management in exchange for cash
consideration at $8.00 per share net of $1,000 in expenses incurred by
Hamilton Morgan. Additionally, 843,750 shares were distributed to FoxMeyer as
settlement for a prepetition reclamation claim.

WARRANTS

Pursuant to the Joint Plan, warrants to purchase an aggregate of 1,250,000
common shares were issued as of the Effective Date to certain prepetition
unsecured creditors. Each warrant entitles the holder thereof to acquire one
common share at a price of $13.50, subject to certain adjustments, as defined
in the Joint Plan. The warrants are exercisable at any time until the close of
business on September 10, 2002. As of June 29, 1996, no warrants have been
exercised.

STOCK OPTIONS

Phar-Mor has an incentive stock option plan for officers and key employees.
As of June 29, 1996, options for 6,050 common shares were reserved for future
grant, and options for 906,950 shares were granted and are exercisable upon
vesting. Under the terms of the option plan, all options have a seven-year
term from date of grant. Generally, the options granted vest with respect to
20% of the underlying shares on the grant date, and will vest in additional
increments of 20% of the underlying shares on each of the first four
anniversaries of September 11, 1995. To the extent then vested, the options
are generally exercisable within one year following the death or disability of
the holder of the option, and within six months of any termination event,
except where a termination is for cause, in which case the option will then
terminate. To the extent then not vested, the options generally will terminate
upon the holders death, disability or termination of employment. The
employment agreements of certain executive officers provide for accelerated
vesting of options upon specified termination events.

F-44

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The firm of Alvarez & Marsal, Inc. were granted fully vested stock options
for 416,667 shares of common stock on the Effective Date. The options are
exercisable at $8.00 per share and expire seven years from date of grant.

Phar-Mor has a stock option plan for directors. Each director was granted
options for 5,000 common shares (aggregating 35,000 shares) on October 3, 1995
and will be granted options for 5,000 shares on October 1 in each of the next
four years. The options vest immediately, expire five years after the grant
date and are exercisable at an exercise price equal to the market price on the
grant date. A maximum of 250,000 common shares may be granted under the stock
option plan for directors.

Each director may also elect to receive common stock, in lieu of all or
portions of the director's annual retainer at a price equal to the market
price as of October 1 of the year of the election.

Options outstanding under the plans are as follows:

OPTIONS OPTION PRICE
OUTSTANDING PER SHARE
----------- ------------

Balance at September 2, 1995........................ 1,225,917 $8.00
Granted............................................. 248,800 $7.06-$8.00
Forfeited........................................... (116,100) $8.00
Exercised........................................... -- --
--------- -----------
Balance at June 29, 1996............................ 1,358,617 $7.06-$8.00
========= ===========

PREDECESSOR PHAR-MOR

All common stock in the Predecessor Phar-Mor was canceled under the Joint
Plan and all warrants and stock options issued prior to the Effective Date
were forfeited.

F-45

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
13. INCOME TAXES

Deferred taxes at June 29, 1996, September 2, 1995 and July 1, 1995, reflect
the net tax effect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used
for income tax purposes. Deferred tax assets are recognized to the extent that
realization of such benefits is more likely than not. Changes in tax rates or
laws will result in adjustments to the recorded deferred tax assets or
liabilities in the period that the change is enacted.

The components of deferred tax assets and liabilities are as follows:

PREDECESSOR
SUCCESSOR PHAR-MOR PHAR-MOR
----------------------- -----------
JUNE 29, SEPTEMBER 2, JULY 1,
1996 1995 1995
--------- ------------ -----------

Deferred Tax Assets:
Operating and restructuring reserves................................................. $ 10,889 $ 20,101 $ 68,314
Net operating losses................................................................. 113,634 326,050 330,583
Deferred exclusivity income.......................................................... -- -- 31,506
Depreciation and amortization........................................................ 18,831 32,881 37,425
Lease escalation accruals............................................................ 4,462 4,162 2,717
Jobs tax credit...................................................................... 4,432 4,432 4,432
Other items.......................................................................... 2,008 3,165 6,131
--------- --------- ---------
154,256 390,791 481,108
Valuation allowance.................................................................. (144,326) (376,791) (480,713)
--------- --------- ---------
Net deferred tax assets.............................................................. $ 9,930 $ 14,000 $ 395
========= ========= =========
Deferred Tax Liabilities:
Other items.......................................................................... $ (160) $ -- $ (395)
--------- --------- ---------
Total deferred tax liabilities....................................................... $ (160) $ -- $ (395)
========= ========= =========
Composition of amounts in Consolidated Balance Sheet:
Deferred tax assets--current......................................................... $ 548 $ 1,814 $ 56
Deferred tax liabilities--current.................................................... (160) -- (237)
--------- --------- ---------
Net deferred tax assets (liabilities)--current...................................... $ 388 $ 1,814 $ (181)
========= ========= =========
Deferred tax assets--noncurrent...................................................... $ 9,382 $ 12,186 $ 339
Deferred tax liabilities--noncurrent................................................. -- -- (158)
--------- --------- ---------
Net deferred tax assets (liabilities)--noncurrent................................... $ 9,382 $ 12,186 $ 181
--------------------------------------------------
========= ========= =========

Deferred tax assets, arising both from future deductible temporary
differences and net operating losses ("NOLs"), have been reduced by a
valuation allowance to an amount more likely than not to be realized through
the future reversal of existing taxable temporary differences. Any future
reversal of the valuation allowance existing at the Effective Date to increase
the net deferred tax asset will be added to additional paid-in capital.

F-46

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
There is no current income tax provision. A reconciliation of the total tax
provision with the amount computed by applying the statutory federal income
tax rate to income (loss) before taxes is as follows:

FORTY-THREE NINE FIFTY-TWO FIFTY-THREE
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
JUNE 29, 1996 SEPTEMBER 2, 1995 JULY 1, 1995 JULY 2, 1994
------------- ----------------- ------------ ------------

Statutory tax rate...... 35.0% 35.0% (35.0)% (35.0)%
State income taxes, net
of federal benefit..... 5.1 -- -- --
Nontaxable forgiveness
of indebtedness........ -- (29.1) -- --
Depreciation............ -- (0.4) (0.2) 20.5
Restructuring reserves.. -- (5.3) 2.2 (1.9)
Federal tax benefit of
NOLs not recognized.... -- 0.3 36.6 16.5
Reversal of excess
deferred taxes......... -- -- (0.2) (0.2)
Other, net.............. 5.8 (0.5) (3.6) (0.1)
---- ----- ------ ------
Effective tax rate...... 45.9% 0.0% (0.2)% (0.2)%
==== ===== ====== ======

Phar-Mor has approximately $275,000 of tax basis NOLs available to offset
future taxable income. The amount of such NOLs is net of restrictions enacted
in the Internal Revenue Code of 1986, as amended, dealing specifically with
stock ownership changes and debt cancellations that occurred in connection
with Phar-Mor's emergence from bankruptcy. Additional restrictions imposed by
Internal Revenue Code Section 382(I)(6), and the regulations thereunder, could
further limit Phar-Mor's ability to use its NOLs to offset future income to an
amount approximating $5,100 annually. These NOLs will begin to expire
beginning in 2005.

Phar-Mor also has $4,432 of federal targeted jobs tax credit carryovers,
which will expire beginning in 2001.

The Internal Revenue Service has completed its field examination of Phar-
Mor's federal income tax returns for all years to and including June 1992.

14. EMPLOYEE BENEFIT PLANS

DEFINED BENEFIT PLANS

Phar-Mor provides pension benefits under noncontributory defined benefit
pension plans to its union employees who have met the applicable age and
service requirements specified in the plans.

Benefits are earned on the basis of credited service and average
compensation over a period of years. Vesting occurs after five years of
service as specified under the plans. Phar-Mor makes contributions to the
plans as necessary to satisfy the minimum funding requirement of ERISA.

Phar-Mor provided pension benefits under noncontributory defined benefit
pension plans to its nonunion employees who have met the applicable age and
service requirements specified in the plans. During fiscal 1996 Phar-Mor's
Board of Directors voted to freeze the benefits accruing under its defined
benefit plan that covers nonunion personnel effective June 29, 1996 and to
increase Phar-Mor's matching contribution to the defined contribution plan for
those employees.

F-47

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The following table sets forth the funded status of Phar-Mor's defined
benefit pension plans and the amounts recognized in Phar-Mor's consolidated
balance sheets:

PREDECESSOR
SUCCESSOR PHAR-MOR PHAR-MOR
--------------------- -----------
JUNE 29, SEPTEMBER 2, JULY 1,
1996 1995 1995
-------- ------------ -----------

Actuarial present value of benefit obligations:
Accumulated benefit obligation, including vested benefits
of $9,145, $3,714 and $3,714.......................................................... $9,543 $5,177 $5,177
Additional amounts related to future salary increases.................................. 560 3,113 3,113
------ ------ ------
Projected benefit obligation........................................................... 10,103 8,290 8,290
Plan assets, at fair value............................................................... 7,698 7,299 7,299
------ ------ ------
Projected benefit obligation in excess of plan assets.................................... 2,405 991 991
Unrecognized net gain.................................................................... 312 1,278 1,209
Unrecognized prior service costs......................................................... (1) (147) (152)
Unrecognized transition asset............................................................ 6 6 6
------ ------ ------
Accrued pension costs.................................................................... $2,722 $2,128 $2,054
--------------------------------------------------
====== ====== ======

The significant assumptions used in determining the pension obligations are:

PREDECESSOR
SUCCESSOR PHAR-MOR PHAR-MOR
--------------------- -----------
JUNE 29, SEPTEMBER 2, JULY 1,
1996 1995 1995
-------- ------------ -----------

Discount rate............................ 6.3% 8.0% 8.0%
Expected long-term rate of return on
assets.................................. 8.5% 8.5% 8.5%
Rate of increase in future compensation
levels.................................. 4.0% 4.0% 4.0%

Assets of the plans consist primarily of investments in stock and bond
pooled funds.

The net pension expense consists of the following:

Service costs.............................................. $ 875 $179 $1,176 $1,479
Interest cost on projected benefit obligation.............. 698 104 636 674
Actual net return on assets................................ (1,746) (97) (860) (177)
Net amortization (deferral)................................ 1,186 2 259 (348)
-------------------------------------------------- ------- ---- ------ ------
Net pension expense........................................ $ 1,013 $188 $1,211 $1,628
======= ==== ====== ====== ===

F-48

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
DEFINED CONTRIBUTION PLANS

Phar-Mor has defined contribution employee savings plans covering employees
who meet the eligibility requirements as described in the plans. Phar-Mor
contributes to these plans an amount equal to 25% of an employee's
contribution up to a maximum of 4% of the employee's compensation. Phar-Mor
increased its contribution to the nonunion employee savings plan beginning in
fiscal 1997 to 100% of the employees contribution up to 2% of the employees
pay and 20% of the employees contribution in excess of 2% up to 4% of
employees pay. Employee savings plan expense for the forty-three weeks ended
June 29, 1996, the nine weeks ended September 2, 1995, the fifty-two weeks
ended July 1, 1995 and the fifty-three weeks ended July 2, 1994 were $281,
$65, $506 and $557, respectively.

HEALTH AND WELFARE PLANS

Phar-Mor also contributes to a multiemployer union sponsored health and
welfare plan covering truck drivers and warehouse personnel. Total expenses
for the forty-three weeks ended June 29, 1996, the nine weeks ended September
2, 1995, the fifty-two weeks ended July 1, 1995 and the fifty-three weeks
ended July 2, 1994 were $896, $196, $1,558 and $2,377, respectively.

Phar-Mor has no postretirement health and welfare or benefits programs.

15. PREDECESSOR PHAR-MOR INTEREST EXPENSE

Interest expense for the Predecessor Phar-Mor, for which disclosure is
required by SOP 90-7, consists of the following:

PREDECESSOR PHAR-MOR
-------------------------------------------
NINE FIFTY-TWO FIFTY-THREE
WEEKS ENDED WEEKS ENDED WEEKS ENDED
SEPTEMBER 2, 1995 JULY 1, 1995 JULY 2, 1994
----------------- ------------ ------------

Prepetition credit facility
interest...................... $3,164 $16,377 $13,577
Senior notes................... 1,695 9,417 10,935
Adequate protection term loans
and capitalized equipment
leases........................ 776 5,772 6,602
Amortization of deferred debt
expense....................... 44 1,580 2,223
Loan commitment fees........... 10 160 538
Other.......................... -- 18 3
------ ------- -------
$5,689 $33,324 $33,878
====== ======= =======

Generally, as a result of the bankruptcy, the contractual terms of
prepetition debt obligations are suspended. Only creditors who are secured by
collateral, the value of which exceeds their prepetition claims, are entitled
to accrue interest on those claims after a bankruptcy filing. Subsequent to
the bankruptcy filing, Phar-Mor continued to accrue interest on the revolving
credit loan and senior notes at the contractual rates. During October 1992,
Phar-Mor entered into agreements with lenders to make adequate protection
payments at rates less than those specified as interest in the respective
agreements. The difference between these amounts is reflected in liabilities
subject to settlement under reorganization proceedings. With respect to the
remainder of the secured debt and capitalized lease obligations, Phar-Mor
accrued only the adequate protection payments it anticipated would be
required. The difference between the interest which would have accrued at the
contractual rates and the adequate protection payments related to the
remaining secured debt and capitalized lease obligations was $2,846, $14,521
and $15,449 for the nine weeks ended September 2, 1995, the fifty-two weeks
ended July 1, 1995 and the fifty-three weeks ended July 2, 1994, respectively.
Phar-Mor did not accrue or pay interest on the unsecured debt

F-49

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
subsequent to the bankruptcy filing. The unaccrued interest on the unsecured
debt was $1,051, $6,074 and $6,190 for the nine weeks ended September 2, 1995,
the fifty-two weeks ended July 1, 1995 and the fifty-three weeks ended July 2,
1994, respectively.

16. REORGANIZATION ITEMS AND RELATED RESERVES

Reorganization items consist of the following:

Chapter 11 professional fees.... $ 9,373 $17,201 $ 17,638
Amortization of prepetition
exclusivity income............. (283) (2,572) (4,161)
Interest income................. (2,171) (10,174) (6,256)
Amortization of post-petition
credit facility origination
fees........................... 29 646 3,055
Write down of property and
equipment to lower of appraised
or net book value.............. -- -- 53,211
Insurance claim recovery........ (6,650) -- --
Gain on sale of assets held for
sale........................... -- (7,634) --
Costs of downsizing............. 16,500 53,691 42,963
------- ------- --------
$16,798 $51,158 $106,450
======= ======= ========

COSTS OF DOWNSIZING

In September 1992, Phar-Mor made a decision to downsize the chain, and in
October 1992 commenced a store closing program. The program involved the
closing of 143 of Phar-Mor's stores that management considered not viable. In
conjunction with the program to downsize the chain, Phar-Mor also consolidated
its distribution centers into one location in Youngstown, Ohio and reduced
corporate overhead. Phar-Mor identified for closure an additional 25 stores in
fiscal 1994 and 41 stores in fiscal 1995. In August 1995 management identified
50 stores which will be reduced in size (rightsized) and provided for the cost
of rightsizing and provided a markdown reserve for the inventories which would
be liquidated in the affected stores.

The consolidated statements of operations reflect reorganization expenses
related to the downsizings as follows:

Downsizing reserve............. $ 2,500 $25,786 $13,016
Inventory markdown reserve..... 14,000 -- --
Lease rejection reserve........ -- 20,400 18,119
Reserve for abandonment of
property and equipment........ -- 10,550 15,787
Lease-purchase cost write-off.. -- 860 --
Adjustments to deferred rent
liability..................... -- (3,905) (3,959)
------- ------- -------
$16,500 $53,691 $42,963
======= ======= =======

F-50

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The activity in the reserve for costs of downsizing program is as follows:

Balance, beginning of period.................................... $7,301 $6,564 $16,089 $20,631
Additions to reserve............................................ -- 2,500 25,786 13,016
Losses from going-out-of-business ("GOB") sales................. (1,772) (1,690) (34,502) (12,431)
Store rightsizing costs......................................... (640) -- -- --
Corporate and distribution center costs......................... (1,438) (73) (809) (5,127)
------ ------ ------- -------
Balance, end of period.......................................... $3,451 $7,301 $ 6,564 $16,089
--------------------------------------------------
====== ====== ======= =======

The remainder of the reserve for the costs of downsizing program at June 29,
1996 is considered by management to be a reasonable estimate of the costs to
be incurred related to the downsizing program. To the extent additional stores
or distribution centers are identified for closure at a later date or the
estimates for write-downs or reserves for the current downsizing program
require adjustment, such adjustments will be recognized in future periods.

17. FINANCIAL INSTRUMENTS

Phar-Mor has financial instruments which include cash and cash equivalents
and long-term debt. The carrying values of all instruments at June 29, 1996
approximated their fair market value.

The fair values of the instruments were based upon quoted market prices of
the same or similar instruments or on the rate available to Phar-Mor for
instruments of the same maturities.

18. NONCASH INVESTING AND FINANCING ACTIVITIES

On September 29, 1995 Phar-Mor and one of its subsidiaries purchased all of
the partnership interests in the partnership that owns the building in which
Phar-Mor's headquarters is located for $145. Also, the partnership has a 50%
interest in another partnership which owns a commercial building. In
conjunction with the acquisition, assets and liabilities were assumed as
follows:

Fair value of assets acquired:
Accounts receivable.................................................. 37
Land, buildings and leasehold interests.............................. 4,735
Goodwill and other assets............................................ 1,958
Liabilities and minority interest assumed:
Accounts payable..................................................... 25
Accrued expenses..................................................... 205
Mortgage notes and bonds payable..................................... 5,820
Minority interest.................................................... 535

F-51

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

(DOLLAR AMOUNTS IN THOUSANDS EXCEPT PER SHARE DATA)
PREDECESSOR
PHAR-MOR SUCCESSOR PHAR-MOR
----------------- -----------------------------------------------------------------
NINE FOUR THIRTEEN THIRTEEN THIRTEEN
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
FISCAL 1996 SEPTEMBER 2, 1995 SEPTEMBER 30, 1995 DECEMBER 30, 1995 MARCH 30, 1996 JUNE 29, 1996
- ----------- ----------------- ------------------ ----------------- -------------- -------------

Sales................... $ 181,968 $ 72,877 $ 284,318 $ 252,291 $ 264,798
Gross profit............ 33,663 13,261 51,415 42,952 39,712
Income (loss) before
extraordinary item..... (10,389) 88 3,578 1,544 (2,684)
Extraordinary item...... 775,073 -- -- -- --
Net income (loss)....... $ 764,684 $ 88 $ 3,578 $ 1,544 $ (2,684)
Per Share:
Income (loss) before
extraordinary item..... $ (.19) $ .01 $ .29 $ .13 $ (.22)
Extraordinary item...... 14.33 -- -- -- --
Net income (loss)....... $ 14.14 $ .01 $ .29 $ .13 $ (.22)
Weighted average number
of shares outstanding.. 54,066,463 12,156,250 12,156,250 12,156,658 12,157,046

PREDECESSOR PHAR-MOR
------------------------------------------------------------
THIRTEEN THIRTEEN THIRTEEN THIRTEEN
WEEKS ENDED WEEKS ENDED WEEKS ENDED WEEKS ENDED
FISCAL 1995 OCTOBER 1, 1994 DECEMBER 31, 1994 APRIL 1, 1995 JULY 1, 1995
- ----------- --------------- ----------------- ------------- ------------

Sales.......... $ 363,224 $ 405,616 $ 346,691 $ 297,130
Gross profit... 64,367 75,268 62,715 53,383
Net income
(loss)........ $ (6,586) $ 6,530 $ 1,809 $ (54,897)
Per Share:
Net income
(loss)........ $ (.12) $ .12 $ .03 $ (1.01)
Weighted
average number
of shares
outstanding... 54,066,463 54,066,463 54,066,463 54,066,463

20. SUBSEQUENT EVENT

Phar-Mor, Inc. entered into an Agreement and Plan of Reorganization (the
"Proposed Transaction") dated September 7, 1996 (as amended and restated as of
October 9, 1996) with ShopKo Stores, Inc. (ShopKo), a retailer specializing in
prescription and vision benefit management and health decision support
services, to combine the respective companies under Cabot Noble, Inc. ("Cabot
Noble") a newly organized Delaware holding company. Under the terms of the
Proposed Transaction, each issued and outstanding share of Phar-Mor's common
stock will be exchanged for one share of Cabot Noble common stock. Each issued
and outstanding share of ShopKo common stock will be exchanged for 2.4 shares
of Cabot Noble common stock, subject to adjustment in the event the value of
the exchange consideration falls outside a range between $17.25 and $18.00
(based on the average daily closing sale prices of Phar-Mor's common stock
over a specified 30 day period).

F-52

PHAR-MOR, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Transaction to Cabot Noble immediately after the Proposed Transaction is
completed at $16.86 per share for the ShopKo common stock held by supervalu
prior to the transaction. The Stock Purchase Agreement provides that supervalu
will receive a combination of cash and a short-term note at closing.

Consummation of the Reorganization is subject to certain conditions,
including (a) receipt of financing of at least $75,000, (b) approval by
shareholders of ShopKo and Phar-Mor, (c) receipt of necessary regulatory
approvals, and (d) other conditions to closing customary in transactions of
this type.

An ownership change will occur upon the completion of the Proposed
Transaction which may result in the reduction of available NOLs (see Note 13).

F-53

PHAR-MOR, INC. AND SUBSIDIARIES
SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND DEDUCTIONS- END OF
DESCRIPTION OF PERIOD EXPENSE CHARGE-OFFS PERIOD
----------- ---------- ---------- ----------- ----------

ALLOWANCE FOR DOUBTFUL
ACCOUNTS
53 weeks ended July 2,
1994................... $21,891 $ 8,729 $(24,100) $6,520
52 weeks ended July 1,
1995................... 6,520 6,584 (8,187) 4,917
9 weeks ended September
2, 1995................ 4,917 350 (645) 4,622
43 weeks ended June 29,
1996................... 4,622 3,106 (3,537) 4,191
INVENTORY SHRINK RESERVE
53 weeks ended July 2,
1994................... $ -- $28,915 $(24,189) $4,726
52 weeks ended July 1,
1995................... 4,726 24,889 (24,120) 5,495
9 weeks ended September
2, 1995................ 5,495 3,100 (836) 7,759
43 weeks ended June 29,
1996................... 7,759 16,385 (17,675) 6,469
INVENTORY MARKDOWN RESERVE
53 weeks ended July 2,
1994................... $ -- $ -- $ -- $ --
52 weeks ended July 1,
1995................... -- -- -- --
9 weeks ended September
2, 1995................ -- 14,000 -- 14,000
43 weeks ended June 29,
1996................... 14,000 -- (8,639) 5,361

F-54

-----------------------------------------

AGREEMENT AND PLAN OF REORGANIZATION

BY AND AMONG

PHAR-MOR, INC.

SHOPKO STORES, INC.

AND

CABOT NOBLE, INC.

DATED AS OF SEPTEMBER 7, 1996

-----------------------------------------

TABLE OF CONTENTS
-----------------

Page
----

ARTICLE I THE REORGANIZATION............................................................ 2
1.1 EFFECTIVE DATE........................................................... 2
1.2 PHAR-MOR PLAN............................................................ 2
1.3 SHOPKO PLAN.............................................................. 3
1.4 EXCHANGE PROVISIONS...................................................... 4
1.5 REGISTRATION OF SECURITIES............................................... 6
1.6 EXCHANGE OF PHAR-MOR STOCK CERTIFICATES NOT REQUIRED..................... 7
1.7 BOARD OF DIRECTORS OF PARENT; COMMITTEES................................. 7
1.8 EXECUTIVE OFFICERS OF PARENT............................................. 7
1.9 REGISTRATION OF PARENT COMMON SHARES..................................... 7

ARTICLE II REPRESENTATIONS AND WARRANTIES................................................ 8
2.1 REPRESENTATIONS AND WARRANTIES OF SHOPKO................................ 8
(a) Organization; Standing and Power.................................. 8
(b) Subsidiaries...................................................... 8
(c) Capitalization.................................................... 9
(d) Authority; Recommendation......................................... 9
(e) Noncontravention..................................................10
(f) Government Approval...............................................10
(g) Financial Statements..............................................11
(h) Undisclosed Liabilities...........................................11
(i) Absence of Certain Changes or Events..............................11
(j) Compliance with Law...............................................11
(k) Brokers...........................................................12
(l) Litigation........................................................12
(m) Taxes and Tax Returns.............................................12
(n) Real Estate.......................................................12
(o) Licenses, Permits and Authorizations..............................13
(p) ERISA and Employee Matters........................................13
(q) Environmental Matters.............................................14
(r) Employees; Labor Relations........................................16
(s) Intellectual Property.............................................16
(t) Opinion of ShopKo Financial Adviser...............................17
(u) Registration Rights...............................................17
(v) Commission Documents..............................................17
(w) Registration Statement............................................17
2.2 REPRESENTATIONS AND WARRANTIES OF PHAR-MOR..............................18
(a) Organization; Standing and Power..................................18
(b) Subsidiaries......................................................18

-i-

(c) Capitalization....................................................18
(d) Authority; Recommendation.........................................19
(e) Noncontravention..................................................19
(f) Government Approval...............................................20
(g) Financial Statements..............................................20
(h) Undisclosed Liabilities...........................................21
(i) Absence of Certain Changes or Events..............................21
(j) Compliance with Law...............................................21
(k) Brokers...........................................................21
(l) Litigation........................................................21
(m) Taxes and Tax Returns.............................................21
(n) Real Estate.......................................................22
(o) Licenses, Permits and Authorizations..............................22
(p) ERISA and Employee Matters........................................23
(q) Environmental Matters.............................................24
(r) Employees; Labor Relations........................................25
(s) Intellectual Property.............................................25
(t) Opinion of Phar-Mor Financial Adviser.............................26
(u) Registration Rights...............................................26
(v) Commission Documents..............................................26
(w) Registration Statement............................................26
2.3 REPRESENTATIONS AND WARRANTIES OF PARENT................................26
(a) Organization; Standing and Power..................................26
(b) Capitalization....................................................27
(c) Authority.........................................................27
(d) Noncontravention..................................................27
(e) Government Approval...............................................27
(f) Solvency..........................................................27
(g) Assets; Liabilities...............................................28
2.4 KNOWLEDGE...............................................................28

ARTICLE III COVENANTS PENDING THE REORGANIZATION....................................28
3.1 CONDUCT OF BUSINESS BY SHOPKO PENDING THE REORGANIZATION................28
3.2 CONDUCT OF BUSINESS BY PHAR-MOR PENDING THE REORGANIZATION..............30
3.3 CONDUCT OF BUSINESS BY PARENT PENDING THE REORGANIZATION................31
3.4 CONSENTS................................................................31

ARTICLE IV ADDITIONAL AGREEMENTS...................................................31
4.1 PROXY STATEMENT; OTHER FILINGS..........................................31
4.2 SHAREHOLDER APPROVALS...................................................32
4.3 LEGAL REQUIREMENTS FOR REORGANIZATION...................................33
4.4 LISTING APPLICATION.....................................................33
4.5 EMPLOYMENT AGREEMENTS...................................................33

-ii-

4.6 INVESTIGATIONS...................................................34

4.7 CONFIDENTIALITY..................................................34
4.8 NO SOLICITATION OF EMPLOYEES.....................................34
4.9 BEST EFFORTS; ADDITIONAL AGREEMENTS AND PROVISIONS...............35
4.10 NO SOLICITATIONS.................................................35
4.11 AFFILIATES.......................................................36
4.12 PERIODIC REPORTS.................................................36
4.13 DIRECTORS' AND OFFICERS' INDEMNIFICATION.........................36
4.15 EXPENSES.........................................................37

ARTICLE V CONDITIONS PRECEDENT......................................................37
5.1 CONDITIONS TO THE OBLIGATIONS OF EACH PARTY TO EFFECT THE
REORGANIZATION................................................................37
(a) Approval of Holders of Phar-Mor Common Shares...............37
(b) Approval of Holders of ShopKo Common Shares.................37
(c) Registration Statement......................................37
(d) HSR Act.....................................................37
(e) Injunction..................................................37
(f) Exchange Listing............................................38
(g) Credit Facilities...........................................38
(h) Dissenters' Rights..........................................38
(i) Parent Buy Back.............................................38
(j) Solvency Opinion............................................38
5.2 ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF PHAR-MOR AND PARENT..........38
(a) Agreements..................................................39
(b) Representations and Warranties..............................39
(c) Officer's Certificate.......................................39
(d) Lack of Adverse Change......................................39
(e) Consents from Third Parties.................................39
(f) Tax Effect of the Reorganization............................39
(g) Letters from Accountants....................................39
(h) ShopKo Exchange.............................................40
(i) Resignation of ShopKo Board.................................40
(j) Termination of Rights Agreement.............................40
5.3 ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF SHOPKO.......................40
(a) Agreements..................................................40
(b) Representations and Warranties..............................40
(c) Officer's Certificate.......................................41
(d) Lack of Adverse Change......................................41
(e) Consents from Third Parties.................................41
(f) Tax Effect of the Reorganization............................41
(g) Letters from Accountants....................................41
(h) Phar-Mor Exchange...........................................42

-iii-

ARTICLE VI TERMINATION, AMENDMENT AND WAIVER..........................................42
6.1 TERMINATION......................................................42
6.2 EFFECT OF TERMINATION............................................44
6.3 AMENDMENT........................................................46
6.4 WAIVER...........................................................46

ARTICLE VII GENERAL PROVISIONS.........................................................46
7.1 NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES....................46
7.2 NOTICES..........................................................46
7.3 ENTIRE AGREEMENT.................................................47
7.4 GOVERNING LAW....................................................47
7.5 VALIDITY.........................................................47
7.6 ASSIGNMENT.......................................................47
7.7 NO THIRD PARTY BENEFICIARIES.....................................48
7.8 SEVERABILITY.....................................................48
7.9 INCORPORATION OF EXHIBITS AND SCHEDULES..........................48
7.10 INTERPRETATION...................................................48
7.11 COUNTERPARTS.....................................................48

-iv-

LIST OF ANNEXES, EXHIBITS & SCHEDULES
-------------------------------------

Annex A Calculation of Exchange Ratio

Exhibit A Voting Agreement
Exhibit B Form of Revised Certificate of Incorporation of
Cabot Noble
Exhibit C Certificate of Incorporation of Cabot Noble, Inc.
Exhibit D By-Laws of Cabot Noble, Inc.
Exhibit E Form Employment Agreement of Kramer
Exhibit F Form Employment Agreement of Podany
Exhibit G Form Employment Agreement of Jones
Exhibit H Stock Purchase Agreement

Schedule 1.2 Phar-Mor Options and Warrants
Schedule 1.3 ShopKo Options and Warrants
Schedule 1.8 Executive Officers of Cabot Noble
Schedule 2.1(b) ShopKo Subsidiaries
Schedule 2.1(c) ShopKo Capitalization
Schedule 2.1(e) ShopKo Exceptions to Noncontravention
Schedule 2.1(h) ShopKo Liabilities
Schedule 2.1(i) ShopKo Changes and Events
Schedule 2.1(l) ShopKo Litigation
Schedule 2.1(m) ShopKo Taxes and Tax Returns
Schedule 2.1(n) ShopKo Real Estate Matters
Schedule 2.1(p) ShopKo ERISA Matters
Schedule 2.1(q) ShopKo Environmental Matters
Schedule 2.1(r) ShopKo Employee Matters
Schedule 2.1(s) ShopKo Intellectual Property
Schedule 2.1(u) ShopKo Registration Rights
Schedule 2.2(b) Phar-Mor Subsidiaries
Schedule 2.2(c) Phar-Mor Capitalization
Schedule 2.2(e) Phar-Mor Exceptions to Noncontravention
Schedule 2.2(g) Phar-Mor Press Release dated August 22, 1996
Schedule 2.2(h) Phar-Mor Liabilities
Schedule 2.2(i) Phar-Mor Changes and Events
Schedule 2.2(l) Phar-Mor Litigation
Schedule 2.2(m) Phar-Mor Taxes and Tax Returns
Schedule 2.2(n) Phar-Mor Real Estate Matters
Schedule 2.2(p) Phar-Mor ERISA Matters
Schedule 2.2(q) Phar-Mor Environmental Matters
Schedule 2.2(r) Phar-Mor Employee Matters
Schedule 2.2(s) Phar-Mor Intellectual Property
Schedule 2.2(u) Phar-Mor Registration Rights
Schedule 2.3(b) Cabot Noble Capitalization
Schedule 3.1 ShopKo Actions Pending Closing
Schedule 3.2 Phar-Mor Actions Pending Closing
Schedule 5.2 Consents From Third Parties
Schedule 5.3 Consents From Third Parties

-v-

DEFINED TERMS
-------------

The following terms are defined at the page number below indicated:

Page
----

Affiliates..............................................36
Agreement................................................1
Average Closing Price....................................4
Business Combination....................................43
Certificates.............................................5
Claims..................................................15
Closing..................................................2
Code.....................................................2
Commission...............................................6
Common Shares Trust....................................5,6
Delaware Law............................................10
Effective Date...........................................2
Environmental Claims....................................15
Environmental Law.......................................15
ERISA...................................................13
Excess Shares............................................5
Exchange Agent...........................................4
Exchange Ratio...........................................3
Exchanged Shares.........................................5
Hamilton Morgan..........................................1
Hazardous Material......................................16
HSR Act.................................................10
Independent Directors....................................7
Liabilities.............................................11
Lien....................................................10
Minnesota Law............................................1
NYSE....................................................33
Other Filings...........................................32
Parent...................................................1
Parent Board.............................................1
Parent Buy Back.........................................38
Parent Buy Back Financing...............................38
Parent Common Shares.....................................1
Parent Material Adverse Effect..........................27
Parent Option............................................3
Parent Warrant...........................................3
Pennsylvania Law.........................................1
Person...................................................9
Phar-Mor.................................................1
Phar-Mor Benefit Plans..................................23
Phar-Mor Board...........................................1

-vi-

Phar-Mor Common Shares............................................... 1
Phar-Mor Exchange.................................................... 1
Phar-Mor Fairness Opinion............................................ 2
Phar-Mor Financial Adviser........................................... 2
Phar-Mor Group.......................................................23
Phar-Mor Intellectual Property.......................................25
Phar-Mor Material Adverse Effect.....................................18
Phar-Mor Option...................................................... 3
Phar-Mor Pension Plans...............................................23
Phar-Mor Plan........................................................ 1
Phar-Mor SEC Reports.................................................21
Phar-Mor Shareholders' Approval......................................32
Phar-Mor Special Meeting.............................................32
Phar-Mor Subsidiary..................................................18
Phar-Mor Triggering Event............................................45
Phar-Mor Warrant..................................................... 3
Pricing Period....................................................... 4
Principal Trading Market............................................. 5
Proxy Statement......................................................31
Registration Statement............................................... 7
Release..............................................................16
Reorganization....................................................... 1
Respective Representatives...........................................34
Section 13(d)(3).....................................................45
Securities Act....................................................... 6
ShopKo............................................................... 1
ShopKo Benefit Plans.................................................13
ShopKo Board......................................................... 1
ShopKo Common Shares................................................. 1
ShopKo Dissenting Shares............................................. 4
ShopKo Exchange...................................................... 1
ShopKo Fairness Opinion.............................................. 2
ShopKo Financial Adviser............................................. 2
ShopKo Group.........................................................13
ShopKo Intellectual Property.........................................17
ShopKo Material Adverse Effect....................................... 8
ShopKo Option........................................................ 4
ShopKo Pension Plans.................................................13
ShopKo Plan.......................................................... 1
ShopKo SEC Reports...................................................11
ShopKo Shareholders' Approval........................................32
ShopKo Special Meeting...............................................32
ShopKo Subsidiary.................................................... 8
ShopKo Triggering Event..............................................45
Stock Purchase Agreement.............................................38

-vii-

Subsidiary...............................................8
Supermarket..............................................1
Supervalu................................................1
Takeover Proposal.......................................35
Voting Agreement.........................................1

-viii-

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement"), dated as of
September 7, 1996, by and among Phar-Mor, Inc., a Pennsylvania corporation
("Phar-Mor"), ShopKo Stores, Inc., a Minnesota corporation ("ShopKo"), and Cabot
Noble, Inc., a Delaware corporation ("Parent").

WHEREAS, the parties hereto desire to consummate a business
combination pursuant to which Phar-Mor and ShopKo will form a new holding
company to be engaged primarily in the business of providing general merchandise
and health service through retail stores;

WHEREAS, in accordance with Section 1931 of the Pennsylvania Business
Corporation Law ("Pennsylvania Law") the Board of Directors of Phar-Mor (the
"Phar-Mor Board") has adopted a resolution proposing, approving and adopting a
plan of exchange (the "Phar-Mor Plan") pursuant to which outstanding shares of
Phar-Mor Common Stock, par value $.01 per share ("Phar-Mor Common Shares"), will
be exchanged for and converted solely into shares of Parent Common Stock, par
value $.01 per share ("Parent Common Shares"), with the result that Parent
becomes the owner of all outstanding Phar-Mor Common Shares (the "Phar-Mor
Exchange");

WHEREAS, in accordance with Section 302A.613 of the Minnesota Business
Corporation Act ("Minnesota Law") the Board of Directors of ShopKo (the "ShopKo
Board") has approved a resolution containing a plan of exchange (the "ShopKo
Plan") in which outstanding shares of ShopKo Common Stock, par value $.01 per
share ("ShopKo Common Shares"), will be exchanged solely for Parent Common
Shares (and cash in lieu of fractional ShopKo Common Shares), with the result
that Parent becomes the owner of all outstanding ShopKo Common Shares (the
"ShopKo Exchange" and, together with the Phar-Mor Exchange, the
"Reorganization");

WHEREAS, Phar-Mor owns all of the issued and outstanding shares of
Parent, and the Board of Directors of Parent (the "Parent Board") and Phar-Mor,
as the sole stockholder of Parent, have adopted resolutions adopting and
approving the Phar-Mor Plan and the ShopKo Plan, and authorizing the issuance of
Parent Common Shares upon conversion and exchange of Phar-Mor Common Shares and
ShopKo Common Shares pursuant to such Plans;

WHEREAS, the consummation of the Phar-Mor Exchange and the
consummation of the ShopKo Exchange shall be effective simultaneously, or
neither shall be consummated;

WHEREAS, as a condition precedent to the execution of this Agreement,
Parent, SUPERVALU INC., a Delaware corporation ("Supervalu"), Supermarket
Operators of America, Inc., a Delaware corporation and wholly owned subsidiary
of Supervalu ("Supermarket"), and certain members of Hamilton Morgan, L.L.C., a
Delaware limited liability company ("Hamilton Morgan"), have entered into that
certain Voting Agreement dated as of the date of this Agreement, a copy of which
is attached hereto as Exhibit A (the "Voting Agreement").

WHEREAS, the ShopKo Board has engaged Salomon Brothers Inc (the
"ShopKo Financial Adviser") to provide an opinion as to the fairness of the
ShopKo Exchange to ShopKo's public shareholders from a financial point of view
(the "ShopKo Fairness Opinion");

WHEREAS, the ShopKo Board has approved this Agreement and the ShopKo
Exchange and has resolved to recommend that the holders of ShopKo Common Shares
adopt the ShopKo Plan;

WHEREAS, the Phar-Mor Board has engaged Jefferies & Company, Inc. (the
"Phar-Mor Financial Adviser") to provide an opinion as to the fairness of the
Phar-Mor Exchange to Phar-Mor's shareholders from a financial point of view (the
"Phar-Mor Fairness Opinion");

WHEREAS, the Phar-Mor Board has approved this Agreement and the Phar-
Mor Exchange and has resolved to recommend that the holders of Phar-Mor Common
Shares adopt the Phar-Mor Plan; and

WHEREAS, for federal income tax purposes, it is intended that the
exchange of Phar-Mor Common Shares and ShopKo Common Shares for Parent Common
Shares pursuant to the Phar-Mor Plan and the ShopKo Plan will qualify as
transfers to a controlled corporation described in Section 351 of the Internal
Revenue Code of 1986, as amended (the "Code").

NOW, THEREFORE, in consideration of the premises and the
representations, warranties and agreements herein contained, the parties hereby
agree as follows:

ARTICLE I

THE REORGANIZATION

1.1 EFFECTIVE DATE. The articles of exchange for the ShopKo Exchange
to be filed with the Minnesota secretary of state pursuant to Subdivision 2 of
Section 302A.615 of the Minnesota Law, and the articles of exchange for the
Phar-Mor Exchange to be filed in the Pennsylvania department of state pursuant
to Section 1931(e) of the Pennsylvania Law, shall each specify the same date as
the date after such filings on which each such Exchange shall become effective
(the "Effective Date"). Prior to the filing of such articles of exchange, a
closing (the "Closing") will be held at the offices of Swidler & Berlin,
Chartered, located at 3000 K Street, N.W., Washington, D.C. (or such other place
as the parties may agree) as soon as practicable following the approval and
adoption of the Phar-Mor Plan and the ShopKo Plan by the shareholders of Phar-
Mor and ShopKo, respectively, as provided herein, and the satisfaction or waiver
of the other conditions set forth in Section 5.

1.2 PHAR-MOR PLAN. The terms and conditions of the Phar-Mor
Exchange, and the manner and basis of converting Phar-Mor Common Shares into
Parent Common Shares, are as follows:

(a) Upon satisfaction of the conditions and performance of the
obligations of the parties set forth in this Agreement to be satisfied and
performed on or prior to the Effective Date, at 5:00 p.m. New York City time on
the Effective Date (i) each Phar-Mor Common Share owned by Phar-Mor, ShopKo and
any of their subsidiaries shall be cancelled and cease to exist; and (ii) each
Phar-Mor Common Share (other than Phar-Mor Common Shares cancelled pursuant to
Section 1.2(a)(i)) shall be exchanged for one fully paid and nonassessable
Parent Common Share.

-2-

(b) Each holder of a certificate representing Phar-Mor Common Shares
exchanged for Parent Common Shares pursuant to Section 1.2(a)(ii) hereof shall
thereafter be entitled only to the Parent Common Shares for which such Phar-Mor
Common Shares have been exchanged.

(c) After the exchange of Phar-Mor Common Shares for Parent Common
Shares pursuant to Section 1.2(a)(ii), Parent shall be the holder of all issued
and outstanding Phar-Mor Common Shares.

(d) Each option to purchase Phar-Mor Common Shares listed in Schedule
1.2 (a "Phar-Mor Option") and each warrant to purchase Phar-Mor Common Shares
listed in Schedule 1.2 (a "Phar-Mor Warrant"), in each case outstanding on the
Effective Date, shall become (by conversion, exchange, assumption, substitution,
and/or otherwise as determined by mutual agreement of ShopKo and Phar-Mor) an
option (a "Parent Option") or warrant (a "Parent Warrant"), as the case may be,
to purchase the same number of Parent Common Shares. Each such Parent Option and
Parent Warrant shall be exercisable at the same aggregate exercise price after
the Reorganization as the corresponding Phar-Mor Option or Phar-Mor Warrant was
before the Reorganization and shall have the same exercise period and other
terms and conditions as the corresponding Phar-Mor Option or Phar-Mor Warrant.
Notwithstanding the foregoing, no Parent Option or Parent Warrant to purchase
fractional Parent Common Shares shall be issued in connection with the
Reorganization, unless otherwise provided in writing.

1.3 SHOPKO PLAN.

(a) The names of the corporations participating in the ShopKo
Exchange are ShopKo, Inc., a Minnesota corporation, and Cabot Noble, Inc., a
Delaware corporation.

(b) The name of the acquiring corporation is Cabot Noble, Inc., a
Delaware corporation.

(c) The terms and conditions of the ShopKo Exchange and the manner
and terms of exchanging ShopKo Common Shares for Parent Common Shares are as
follows: upon satisfaction of the conditions and performance of the obligations
of the parties set forth in this Agreement to be satisfied and performed on or
prior to the Effective Date, at 5:00 p.m. New York City time on the Effective
Date:

(i) each ShopKo Common Share owned by ShopKo, Phar-Mor and any
of their subsidiaries shall be cancelled and cease to exist; and

(ii) each ShopKo Common Share (other than ShopKo Common Shares
cancelled pursuant to Section 1.3(c)(i) and ShopKo Dissenting Shares
(as defined in Section 1.3(e)) shall be deemed to be exchanged for 2.4
(the "Exchange Ratio") fully paid and nonassessable Parent Common
Shares, and the Exchange Ratio shall be adjusted as follows (and as
described in the examples set forth on Annex A hereto): (A) if the
average per share closing price of Phar-Mor Common Shares on the
Nasdaq Stock Market for all of the trading days in the thirty calendar
day period ending with the sixth trading day prior to the date of the

-3-

ShopKo Special Meeting as originally scheduled in the Proxy Statement
(the "Pricing Period") as reported for Nasdaq National Market Issues
in The Wall Street Journal (the "Average Closing Price"), multiplied
by 2.4 exceeds $18.00, the Exchange Ratio shall be reduced to the
quotient (taken to the third decimal place) obtained by dividing
$18.00 by the Average Closing Price; and (B) if the Average Closing
Price multiplied by 2.4 is less than $17.25, the Exchange Ratio shall
be increased to the quotient (taken to the third decimal place)
obtained by dividing $17.25 by the Average Closing Price.

(d) Each holder of ShopKo Common Shares exchanged for Parent Common
Shares pursuant to Section 1.3(c)(ii) shall be entitled only to the Parent
Common Shares for which such ShopKo Common Shares have been exchanged and cash
in lieu of fractional shares in an amount (without commissions, interest or
other fees of any nature) equal to the Average Closing Price multiplied by such
fraction, multiplied by the Exchange Ratio.

(e) Each holder of ShopKo Common Shares who asserts dissenter's
rights in full compliance with the requirements of Sections 302A.471 and
302A.473 of the Minnesota Law with respect to such shares ("ShopKo Dissenting
Shares") shall have only the right to obtain payment in cash for such ShopKo
Dissenting Shares in accordance with Sections 302A.471 and 302A.473 of the
Minnesota Law.

(f) After the exchange of ShopKo Common Shares for Parent Common
Shares pursuant to Section 1.3(c)(ii), Parent shall be the holder of all issued
and outstanding ShopKo Common Shares.

(g) Each option to purchase ShopKo Common Shares listed in Schedule
1.3 (a "ShopKo Option") outstanding on the Effective Date shall become (by
conversion, exchange, assumption, substitution, and/or otherwise as determined
by mutual agreement of Phar-Mor and ShopKo) a Parent Option to purchase that
number of Parent Common Shares determined by multiplying the number of ShopKo
Common Shares issuable upon exercise of such ShopKo Option by the Exchange
Ratio. Each such Parent Option shall be exercisable at the same aggregate
exercise price after the Reorganization as the corresponding ShopKo Option was
before the Reorganization and shall have the same exercise period and other
terms and conditions as the corresponding ShopKo Option. Notwithstanding the
foregoing, no Parent Options to purchase fractional Parent Common Shares shall
be issued in connection with the Reorganization.

1.4 EXCHANGE PROVISIONS.

(a) As soon as practicable after the Effective Date, Parent shall
deposit with a bank, trust company or other agent selected by ShopKo and Phar-
Mor (the "Exchange Agent") certificates representing Parent Common Shares
required to effect the exchange of ShopKo Common Shares for Parent Common
Shares.

(b) As soon as practicable after the Effective Date, the Exchange
Agent shall mail to each holder of record of a certificate or certificates which
immediately prior to the Effective Date represented issued and outstanding
ShopKo Common Shares ("Certificates") that were exchanged

-4-

(the "Exchanged Shares") for Parent Common Shares pursuant to the ShopKo
Exchange, (i) a letter of transmittal, and (ii) instructions for use in
effecting the exchange of Certificates for certificates representing Parent
Common Shares. Upon delivery of a Certificate to the Exchange Agent for
exchange, together with a duly executed letter of transmittal and such other
documents as the Exchange Agent shall require, the holder of such Certificate
shall be entitled to receive in exchange therefor a certificate representing
that number of whole Parent Common Shares and the amount of cash in lieu of
fractional Share interests which such holder has the right to receive pursuant
to this Section 1.4. Until delivered as contemplated by this Section 1.4, each
Certificate shall be deemed at any time after the Effective Date to represent
only the right to receive upon such delivery the certificate representing Parent
Common Shares and cash in lieu of any fractional Parent Common Shares as
contemplated by this Section 1.4.

(c) No dividends or other distributions declared or made after the
Effective Date with respect to Parent Common Shares with a record date after the
Effective Date shall be paid to the holder of any undelivered Certificate with
respect to the Parent Common Shares represented thereby, and no cash payment in
lieu of fractional shares shall be paid to any such holder pursuant to this
Section 1.4, until the holder of record of such Certificate shall have delivered
such Certificate as contemplated in this Section 1.4. Subject to the effect of
unclaimed property, escheat and other applicable laws, following delivery of any
such Certificate there shall be paid to or upon order of the record holder of
the certificates representing whole Parent Common Shares issued in exchange
therefor, without interest, (i) at the time of such delivery, the amount of any
cash payable in lieu of a fractional Parent Common Share to which such holder is
entitled pursuant to this Section 1.4 and the amount of any dividends or other
distributions with a record date after the Effective Date theretofore paid with
respect to such whole Parent Common Shares and (ii) at the appropriate payment
date, the amount of any dividends or other distributions with a record date
after the Effective Date but prior to delivery and a payment date subsequent to
delivery payable with respect to such whole Parent Common Shares, as the case
may be.

(d) No certificates or scrip representing fractional Parent Common
Shares shall be issued upon the delivery for exchange of Certificates, and such
fractional Share interests will not entitle the owner thereof to vote or to any
rights of a stockholder of Parent.

(e) As promptly as practicable following the Effective Date, the
Exchange Agent shall determine the excess of (x) the number of full shares of
Parent Common Shares delivered to the Exchange Agent by Parent pursuant to this
Section 1.4 over (y) the aggregate number of full Parent Common Shares to be
distributed to holders of ShopKo Common Shares pursuant to Section 1.3(c)(ii)
(such excess being herein called the "Excess Shares"). As soon after the
Effective Date as practicable, the Exchange Agent, as agent for the holders of
ShopKo Common Shares shall sell the Excess Shares at then prevailing prices on
the principal securities market on which the Parent Common Shares are then
trading (the "Principal Trading Market"), all in the manner provided in this
Section 1.4.

(f) The sale of the Excess Shares by the Exchange Agent shall be
executed on the Principal Trading Market through one or more member firms of the
Principal Trading Market and shall be executed in round lots to the extent
practicable. Until the net proceeds of such sale or sales

-5-

have been distributed to the holders of ShopKo Common Shares, the Exchange Agent
shall hold such proceeds in trust for the holders of ShopKo Common Shares
("Common Shares Trust"). Parent shall pay all commissions, transfer taxes and
other out-of-pocket transaction costs, including the expenses and compensation,
of the Exchange Agent incurred in connection with such sale of the Excess
Shares. The Exchange Agent shall determine the portion of the net proceeds
comprising the Common Shares Trust to which each holder of ShopKo Common Shares
shall be entitled, if any, by multiplying the amount of the aggregate net
proceeds comprising the Common Shares Trust by a fraction the numerator of which
is the amount of the fractional share interest to which such holder of ShopKo
Common Shares is entitled and the denominator of which is the aggregate amount
of fractional share interests to which all holders of ShopKo Common Shares are
entitled.

(g) As soon as practicable after the sale of Excess Shares pursuant
to Section 1.4(f) and the determination of the amount of cash, if any, to be
paid to holders of ShopKo Common Shares in lieu of any fractional Share
interests, the Exchange Agent shall distribute such amounts to holders of ShopKo
Common Shares who have theretofore delivered Certificates for ShopKo Common
Shares for exchange pursuant to this Section 1.4.

(h) From and after the Effective Date, the stock transfer books with
respect to ShopKo Common Shares issued and outstanding prior to the Effective
Date shall be closed and no transfer of any such Shares shall thereafter be
made. If, after the Effective Date, Certificates are presented to Parent, they
shall be cancelled and exchanged for certificates representing the appropriate
number of whole Parent Common Shares and cash in lieu of fractional Parent
Common Shares as provided in this Section 1.4.

(i) Any certificates representing Parent Common Shares deposited with
the Exchange Agent pursuant to this Section 1.4 and not exchanged within one
year after the Effective Date pursuant to this Section 1.4 shall be returned by
the Exchange Agent to Parent, which shall thereafter act as Exchange Agent. All
funds held by the Exchange Agent for payment to the holders of undelivered
Certificates and unclaimed at the end of one year from the Effective Date shall
be remitted to Parent, after which time any holder of undelivered Certificates
shall look as a general creditor only to Parent for payment of such funds to
which such holder may be due, subject to applicable law. The Parent shall not be
liable to any Person for such shares or funds delivered to a public official
pursuant to any applicable abandoned property, escheat or similar law.

1.5 REGISTRATION OF SECURITIES. Within 10 days after the Effective
Date, Parent shall prepare and file with the Securities and Exchange Commission
(the "Commission") such registration statement(s) under the Securities Act of
1933, as amended (the "Securities Act"), as shall be required to register the
Parent Common Shares reserved for issuance pursuant to Parent Options.
Subsequent to such filing, Parent shall use its best efforts to cause such
registration statement(s) to become effective and, to the extent required by
law, keep such registration statement(s) current and effective under the
Securities Act so long as any Parent Option remains outstanding.

1.6 EXCHANGE OF PHAR-MOR STOCK CERTIFICATES NOT REQUIRED. Holders of
Phar-Mor Common Shares will automatically become holders of Parent Common Shares
and their certificates which represent Phar-Mor Common Shares will automatically
represent the Parent Common Shares

-6-

for which such shares were exchanged in the Phar-Mor Exchange and (a) from and
after the Effective Date, the stock transfer books of Phar-Mor with respect to
shares of Phar-Mor Common Shares outstanding prior to the Effective Date shall
be closed and no transfer of any such shares will thereafter be made, and (b)
after the Phar-Mor Exchange, as presently outstanding certificates of Phar-Mor
Common Shares are presented for transfer, new stock certificates bearing the
name of the Parent and the appropriate number of Parent Common Shares will be
issued.

1.7 BOARD OF DIRECTORS OF PARENT; COMMITTEES. The parties hereby agree
that (i) the seven members of the Phar-Mor Board and (ii) three additional
individuals who qualify as "Independent Directors" (as defined in the Form of
Restated Certificate of Incorporation of Parent, a copy of which is attached
hereto as Exhibit B) selected by the ShopKo Board (in consultation with Heidrick
& Struggles, New York, or such other nationally recognized executive search firm
as may be approved by Phar-Mor and ShopKo), and approved by the members of the
Phar-Mor Board who are not also officers or employees of Phar-Mor or affiliates
of Hamilton Morgan, shall serve as members of the Parent Board from and after
the Effective Date, until their respective successors are duly elected or
appointed and qualified in the manner provided in the By-Laws of Parent, or as
otherwise provided by law; provided that the ShopKo Board shall use reasonable
efforts to designate such three nominees for Independent Director before the
Effective Date; and provided further, that to the extent such three designees of
ShopKo are not designated on or before the Effective Date, the right of ShopKo
to appoint such designees as contemplated by this Section 1.7 shall be
enforceable by those Persons who are members of the ShopKo Board as of the date
of this Agreement. Any individual selected by the Phar-Mor Board to fill any
vacancy on the Phar-Mor Board shall be selected in consultation with Heidrick &
Struggles, New York, or such other nationally recognized executive search firm
as may be approved by Phar-Mor and ShopKo, and shall be an individual that (i)
is neither an officer or employee of Phar-Mor nor an affiliate of Hamilton
Morgan, and (ii) is approved by the members of the ShopKo Board who are not also
officers or employees of ShopKo or Supervalu, directors of Supervalu or
otherwise affiliated with Supervalu. The Parent Board shall be classified into
three classes of approximately equal size, with two Independent Directors
serving in each class. The Parent Board shall establish a Compensation Committee
and Audit Committee which shall consist of two or more Independent Directors
selected by the Parent Board. The entire Parent Board shall serve as its
Nominating Committee.

1.8 EXECUTIVE OFFICERS OF PARENT. The individuals who shall serve as
the executive officers of Parent from and after the Effective Date shall be as
set forth in Schedule 1.8.

1.9 REGISTRATION OF PARENT COMMON SHARES. The Parent Common Shares to
be issued in the Reorganization will be registered under the Securities Act
pursuant to a registration statement on Form S-4 (the "Registration Statement")
to be filed with the Commission.

-7-

ARTICLE II

REPRESENTATIONS AND WARRANTIES

2.1 REPRESENTATIONS AND WARRANTIES OF SHOPKO. ShopKo represents and
warrants to Phar-Mor as follows (it being understood that all representations
and warranties of ShopKo which concern the businesses and operations acquired by
ShopKo pursuant to that certain Asset Purchase Agreement dated July 16, 1996, by
and among ShopKo, FoxMeyer Health Corporation and others, are made solely to the
knowledge of ShopKo):

(a) Organization; Standing and Power. ShopKo is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Minnesota. ShopKo has all requisite power and authority to own, lease and
operate its properties and to carry on its business as now being conducted.
ShopKo is duly qualified as a foreign corporation to do business, and is in good
standing, in each jurisdiction where the character of its properties owned or
leased or the nature of its activities makes such qualification necessary,
except for failures to be so qualified or in good standing which would not, in
the aggregate, have a material adverse effect on the business, property, assets,
liabilities or condition (financial or otherwise) of ShopKo and its
Subsidiaries taken as a whole (sometimes referred to in this Section 2.1 as a
"ShopKo Material Adverse Effect"). Copies of the Articles of Incorporation and
By-Laws of ShopKo heretofore delivered to Phar-Mor are accurate and complete as
of the date hereof.

(b) Subsidiaries. Schedule 2.1(b) sets forth for each Subsidiary of
ShopKo (a "ShopKo Subsidiary") (i) its name and jurisdiction of incorporation or
organization, (ii) the number of shares of authorized capital stock of each
class of its capital stock, if any, or other equity interests, (iii) the number
of issued and outstanding shares of each class of its capital stock or other
equity interests, the names of the holders thereof and the number of shares and
other equity interests held by each such holder, (iv) the number of shares of
capital stock or other equity interests held in its treasury, and (v) its
directors and officers. Each ShopKo Subsidiary is a corporation or other entity
duly organized, validly existing and in good standing under the laws of the
state in which it is incorporated or organized. Each ShopKo Subsidiary has all
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted. Each ShopKo Subsidiary is duly
qualified as a foreign corporation or other entity to do business, and is in
good standing, in each jurisdiction where the character of its properties owned
or leased or the nature of its activities makes such qualification necessary,
except for failures to be so qualified or in good standing which would not, in
the aggregate, have a ShopKo Material Adverse Effect. For the purposes of this
Agreement, "Subsidiary" shall mean any corporation, partnership, association or
other entity with respect to which a specified Person (or a subsidiary thereof)
owns a majority of the common stock or other equity interests or has the power
to vote or direct the voting of a sufficient number of securities or other
equity interest to elect a majority of its directors or other governing body.
Except as set forth in Schedule 2.1(b), ShopKo has no Subsidiaries and does not
own or control, directly or indirectly, shares of capital stock of any other
corporation or any interest in any partnership, joint venture, or other non-
corporate business entity or enterprise. All of the issued and outstanding
capital stock or other equity interests of each ShopKo Subsidiary have been
offered, issued, and sold by each such Subsidiary in compliance with the
registration requirements of

-8-

applicable federal and state securities laws. Except as set forth on Schedule
2.1(b), since February 24, 1996, no shares of the capital stock of any ShopKo
Subsidiary have been issued or retired or, in the case of treasury shares,
reissued.

(c) Capitalization. As of September 5, 1996, the authorized capital
stock of ShopKo and the validly issued and outstanding, fully paid and
nonassessable shares of the capital stock of ShopKo are as set forth on Schedule
2.1(c). No ShopKo Common Shares are held in its treasury. Except as set forth
in Schedule 2.1(c): (A) no subscription, warrant, option, convertible or
exchangeable security or other right (contingent or otherwise) to purchase or
acquire any shares of capital stock of ShopKo or any ShopKo Subsidiary is
authorized or outstanding, (B) neither ShopKo nor any ShopKo Subsidiary has any
obligation (contingent or otherwise) to issue any subscription, warrant, option,
convertible or exchangeable security, or other such right or to issue or
distribute to holders of any shares of its capital stock any evidences of
indebtedness or assets of ShopKo or any ShopKo Subsidiary, (C) neither ShopKo
nor any ShopKo Subsidiary has any obligation (contingent or otherwise) to
purchase, redeem, or otherwise acquire any shares of its capital stock or any
interest therein or to pay any dividend or make any other distribution in
respect thereof, (D) ShopKo owns all shares of capital stock or other equity
interests of each ShopKo Subsidiary free and clear of any Lien, and (E) to
ShopKo's knowledge, no shareholder of ShopKo has granted options or other rights
to purchase any ShopKo Common Shares from such shareholder. Except as provided
in this Agreement or Schedule 2.1(c), no person, partnership, corporation, or
other entity or party ("Person") is entitled to (i) any preemptive or similar
right with respect to the issuance by ShopKo or any ShopKo Subsidiary of any
capital stock or other equity interests or (ii) any rights with respect to the
registration of any capital stock or other equity interests of ShopKo or any
ShopKo Subsidiary under the Securities Act. Except as contemplated by this
Agreement or Schedule 2.1(c), there are no agreements, arrangements or
understandings, written or oral, between ShopKo or any ShopKo Subsidiary and any
holder of its or their capital stock or other equity interests, or, to the
knowledge of ShopKo, among any holders of its or their capital stock or other
equity interests, relating to the acquisition (including, without limitation,
rights of first refusal or preemptive rights), disposition, or voting of the
capital stock or other equity interests of ShopKo or any ShopKo Subsidiary. All
of the issued and outstanding ShopKo Common Shares have been offered, issued,
and sold by ShopKo in compliance with the registration requirements of
applicable federal and state securities laws. Except upon exercise of ShopKo
Options, since February 24, 1996 no shares of the capital stock of ShopKo have
been issued or retired or, in the case of treasury shares, reissued.

(d) Authority; Recommendation.

(i) ShopKo has the requisite corporate power and authority to enter
into this Agreement and to perform its obligations hereunder. The execution and
delivery of this Agreement by ShopKo and the consummation by ShopKo of the
ShopKo Plan have been duly authorized by the ShopKo Board, and, except for the
approval of the holders of ShopKo Common Shares as set forth in Section 4.2, no
other corporate proceedings on the part of ShopKo are necessary to authorize the
execution, delivery and performance of this Agreement and the ShopKo Plan. This
Agreement has been duly executed and delivered by ShopKo and constitutes a valid
and binding obligation of ShopKo, enforceable in accordance with its terms,
except as may be limited by applicable bankruptcy, insolvency,

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reorganization, fraudulent conveyance, moratorium and other similar laws of
general application that may affect the enforcement of the rights of creditors
and other obligees generally and by general equitable principles.

(ii) The ShopKo Board has determined the ShopKo Plan to be in
the best interest of the holders of ShopKo Common Shares and
recommended that the holders of such shares approve and adopt the
ShopKo Plan.

(e) Noncontravention. Neither the execution and delivery of this
Agreement by, nor the consummation of the ShopKo Plan, nor compliance by ShopKo
with any of the provisions hereof, will (i) violate, conflict with, or result in
a breach of any provisions of, or constitute a default (or an event which, with
notice or lapse of time or both, would constitute a default) under, or result in
the termination or suspension of, or accelerate the performance required by, or
result in a right of termination or acceleration under, or result in the
creation of any Lien upon any of the properties or assets of ShopKo or any of
its Subsidiaries (unless the context otherwise requires, hereinafter any
reference in this Section 2.1 to "ShopKo" shall include each ShopKo Subsidiary,
whether held directly or indirectly by ShopKo) under, any of the terms,
conditions or provisions of (x) the Articles of Incorporation or By-Laws of
ShopKo, or (y) except as set forth on Schedule 2.1(e), any note, bond, mortgage,
indenture, deed of trust, license, lease, agreement or instrument or obligation
to which ShopKo is party or which ShopKo or any of its properties or assets may
be subject, or (ii) subject to compliance with the statutes and regulations
referred to in Section 2.1(f) below, to the knowledge of ShopKo, violate any
judgment, ruling, order, writ, injunction, decree, statute, rule, regulation or
other legal requirement applicable to ShopKo or any of its properties or assets,
except, in the case of each of clauses (i)(y) and (ii) above, for such
violations, conflicts, breaches, defaults, terminations, accelerations or
creations of Liens which would not, in the aggregate, have a ShopKo Material
Adverse Effect or affect the ability of ShopKo to consummate the ShopKo Plan or
the ability of Parent to consummate the Parent Buy Back. "Lien" means any
mortgage, pledge, encumbrance, security interest, charge, or other lien, except
(i) statutory liens not yet delinquent, (ii) liens that do not materially
detract from or materially interfere with the present use of the properties or
assets subject thereto or affected thereby, or otherwise materially impair
present business operations at such properties, (iii) liens for taxes not yet
delinquent, and (iv) liens reflected in the party's financial statements
disclosed pursuant to this Agreement to the other parties hereto.

(f) Government Approval. Other than in connection with or in
compliance with the provisions of the Delaware General Corporation Law
("Delaware Law"), the Pennsylvania Law and the Minnesota Law, the provisions of
the Securities Act, the provisions of the Exchange Act, and the provisions of
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), no notice to, filing with, or authorization, consent or approval of, any
domestic or foreign public, governmental, quasi-governmental, or regulatory
body, agency or authority is necessary for the execution and delivery of this
Agreement by ShopKo or the consummation of the ShopKo Plan or compliance by
ShopKo with any of the provisions hereof, except where failures to give such
notices, make such filings, or obtain authorizations, consents or approvals
would not, in the aggregate, have a ShopKo Material Adverse Effect or affect the
ability of ShopKo to consummate the ShopKo Plan or the ability of Parent to
consummate the Parent Buy Back.

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(g) Financial Statements. ShopKo has timely filed Quarterly Reports on
Form 10-Q for the fiscal quarters ending prior to the date hereof in 1996 and an
Annual Report on Form 10-K for the fiscal year ended February 24, 1996. The
financial statements included in or incorporated by reference into the foregoing
public reports (including the related notes and schedules) have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis during the periods involved (except as may be indicated in the notes
thereto), fairly present the respective financial position of ShopKo as of the
dates thereof and its respective results of operations and cash flow for the
periods then ended (subject, in the case of interim financial statements, to
normal year-end adjustments and to the extent they may not include footnotes or
may be condensed or summary statements), are correct and complete in all
material respects, and are consistent with the books and records of ShopKo.

(h) Undisclosed Liabilities. Except as set forth on Schedule 2.1(h),
ShopKo has no liabilities or obligations, direct or indirect, whether accrued,
absolute, contingent or otherwise of a nature required to be disclosed under the
Exchange Act or to be reflected in financial statements (including related notes
and schedules) ("Liabilities"), except for (i) Liabilities set forth in ShopKo's
reports on Forms 10-Q, 10-K, 8-K and proxy statements filed prior to the date
hereof and since February 24, 1996 with the Commission (collectively, the
"ShopKo SEC Reports") and (ii) Liabilities that would not, individually or in
the aggregate, have a ShopKo Material Adverse Effect or affect the ability of
ShopKo to consummate the ShopKo Plan or the ability of Parent to consummate the
Parent Buy Back.

(i) Absence of Certain Changes or Events. Except as contemplated by
this Agreement or disclosed in the ShopKo SEC Reports or on Schedule 2.1(i),
since February 24, 1996 there has not been (i) any ShopKo Material Adverse
Effect, or any event which would result in a ShopKo Material Adverse Effect;
(ii) any material damage, destruction or loss, whether covered by insurance or
not; (iii) any entry by ShopKo into any commitment or transaction material to it
which is not in the ordinary course of business; (iv) any change by ShopKo in
accounting principles or methods except insofar as may have been required by a
change in generally accepted accounting principles; (v) any declaration, payment
or setting aside for payment of any dividends, except for cash dividends paid at
such times and in such amounts as are consistent with ShopKo's past practices;
(vi) any action taken by ShopKo of the type referred to in Section 3.1; or (vii)
any agreement by ShopKo to (A) do any of the things described in the preceding
clauses (i) through (vi) other than as expressly contemplated or provided for
herein or (B) take, whether in writing or otherwise, any action which, if taken
prior to the date of this Agreement, would have made any representation or
warranty in this Section 2.1 untrue or incorrect.

(j) Compliance with Law. ShopKo has not violated or failed to comply
with any statute, law, ordinance, regulation, rule, order or other legal
requirement of any foreign, federal, state or local government, authority or any
other governmental, quasi-governmental or regulatory department or agency, or
any judgment, decree or order of any court, applicable to its business or
operations, except where any such violations or failures to comply would not,
individually or in the aggregate, have a ShopKo Material Adverse Effect.

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(k) Brokers. No broker, finder or investment banker, other than the
ShopKo Financial Adviser (whose fees shall have been described to Phar-Mor in
writing prior to the filing of the Registration Statement) is entitled to any
brokerage, finder's or other fee or commission in connection with the
Reorganization based upon arrangements made by or on behalf of ShopKo.

(l) Litigation. Except as disclosed in the ShopKo SEC Reports or as
set forth on Schedule 2.1(l), (i) there is no claim, action, proceeding or
investigation pending or, to the knowledge of ShopKo, threatened against or
relating to ShopKo before any court or governmental or regulatory authority or
body which, individually or in the aggregate, would have a ShopKo Material
Adverse Effect and (ii) ShopKo is not subject to any outstanding order, writ,
injunction or decree.

(m) Taxes and Tax Returns. Except as set forth on Schedule 2.1(m),
ShopKo has (i) duly and timely filed all United States federal and state income
tax and all other returns and reports required to be filed by it with respect to
any taxes, and each such return and report is complete and accurate in all
material respects; and (ii) paid or made adequate provision for the payment of
all federal and other taxes (including, if any, interest, penalties or additions
to tax in respect thereof) that are due and owing whether or not shown on any
return and whether disputed or not, except in the case of both (i) and (ii)
above for such failures to file, inaccuracies and failures to pay or provide for
as would not, individually or in the aggregate, have a ShopKo Material Adverse
Effect. Any deficiencies or assessments asserted in writing by the appropriate
taxing authorities have either been paid, settled or fully provided for. There
are no material claims or assessments (not provided for) pending against ShopKo
for any alleged federal or state tax deficiency and no material issue has been
raised in writing by any federal or state taxing authority or representative
thereof.

(n) Real Estate. Schedule 2.1(n) contains an accurate and complete
list of all real property owned or leased in whole or in part by ShopKo and a
list of all indebtedness secured by a Lien. Except as disclosed on Schedule
2.1(n), ShopKo has good and marketable title to all the real property owned by
it as reflected in ShopKo's unaudited consolidated balance sheet as of June 15,
1996, free and clear of all Liens and a valid leasehold interest in all real
property shown on Schedule 2.1(n) as leased by it. To the knowledge of ShopKo,
all of the buildings, structures and appurtenances situated on the real property
owned or leased in whole or in part by ShopKo are in good operating condition
and in a state of good maintenance and repair, except for such conditions which
would not, individually or in the aggregate, have a ShopKo Material Adverse
Effect, are adequate and suitable for the purposes for which they are presently
being used, and, with respect to each, ShopKo has adequate rights of ingress and
egress for operation of the business of ShopKo in the ordinary course. To the
knowledge of ShopKo, none of such buildings, structures or appurtenances (or any
equipment therein), nor the operation or maintenance thereof, violates any
restrictive covenant or any provision of federal, state or local law, ordinance,
rule or regulation, or encroaches on any property owned by others, except for
such violations and encroachments which would not, individually or in the
aggregate, have a ShopKo Material Adverse Effect. No condemnation proceeding is
pending or, to the knowledge of ShopKo, threatened which would materially
preclude or impair the use of any such property by ShopKo for the purposes for
which it is currently used. Schedule 2.1(n) sets forth all contractual use
restrictions on all real property owned or leased by ShopKo.

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(o) Licenses, Permits and Authorizations. ShopKo has all approvals,
authorizations, qualifications, consents, licenses, franchises, orders and other
permits of all governmental, quasi-governmental or regulatory agencies or
authorities, whether federal, state or local, domestic or foreign, necessary to
enable ShopKo to continue to conduct its business as currently being conducted
except where any failure to have any thereof, individually or in the aggregate,
would not have a ShopKo Material Adverse Effect. Each of the foregoing is in
full force and effect and ShopKo is in material compliance with all of its
obligations with respect thereto, and, to the knowledge of ShopKo no event has
occurred which permits, or upon the giving of notice or the lapse of time or
otherwise would permit, revocation, nonrenewal, modification, suspension or
termination of any of the foregoing.

(p) ERISA and Employee Matters.

(i) Schedule 2.1(p) contains a true and complete list of each
"employee benefit plan," as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and of
all other plans, programs, agreements or arrangements, currently
maintained by ShopKo or any trade or business, whether or not
incorporated, which is part of a controlled group within the meaning
of Section 414(b), (c) or (m) of the Code with ShopKo (collectively,
the "ShopKo Group") or under which any member of the ShopKo Group has
any liability in respect of current or former employees or their
dependents or beneficiaries (collectively, the "ShopKo Benefit
Plans"). All of the ShopKo Benefit Plans which constitute employee
"pension plans" as defined in Section 3(2) of ERISA are referred to
herein as the "ShopKo Pension Plans." Each of the ShopKo Benefit Plans
is administered and is in compliance with the terms thereof and the
applicable provisions of ERISA and the Code, and any applicable
qualification requirements of the Code, except for such violations
which would not, individually or in the aggregate, have a ShopKo
Material Adverse Effect. The ShopKo Group has fulfilled its
obligations under the minimum funding standards of ERISA and the Code
with respect to each ShopKo Pension Plan, and the ShopKo Group has not
incurred, and the ShopKo Group does not have any knowledge of any
event or condition which would cause the ShopKo Group to incur, any
liability to the Pension Benefit Guaranty Corporation, any trustee
under Section 4049 of ERISA, or any ShopKo Pension Plan in connection
with the termination of any ShopKo Pension Plan under Title IV of
ERISA. No ShopKo Pension Plan has an accumulated or waived funding
deficiency, or has applied for an extension of any amortization period
within the meaning of Section 412 of the Code and no event or
condition exists which could be deemed a reportable event within the
meaning of Section 4043 of ERISA. Each ShopKo Pension Plan which is
intended to be a qualified plan under Section 401(a) of the Code is so
qualified and has received a favorable determination letter from the
Internal Revenue Service and nothing has occurred since the dates of
such letters to cause them to be no longer effective. The Internal
Revenue Service is not auditing, and has not notified any member of
the ShopKo Group that it intends to audit, any ShopKo Pension Plan.
ShopKo has previously delivered to Phar-Mor with respect to each
ShopKo Benefit Plan, true and correct copies of (A) each ShopKo
Benefit Plan (or, in the case of an oral or informal ShopKo Benefit
Plan, a written description thereof); (B) the most recent annual
report, if required (Form 5500 series); (C) the most recent actuarial

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valuation report, if required; and (iv) the most recent Summary Plan
Description, as described in Section 102(a)(1) of ERISA, if
applicable.

(ii) The aggregate actuarial present value of accrued benefits
(both vested and unvested) of ShopKo Pension Plans subject to Title IV
of ERISA does not exceed the aggregate fair market value of the assets
of such ShopKo Pension Plans by more than $100,000 based upon the
actuarial assumptions used in funding such plans for the 1995
valuation, which assumptions are reasonable in light of the experience
of such plans.

(iii) Except as set forth on Schedule 2.1(p), there are no
pending claims or lawsuits which have been asserted or instituted
(other than in respect of benefits due in the ordinary course which,
in the aggregate, are not material) against the assets of any of the
ShopKo Benefit Plans or against the ShopKo Group or any fiduciary of
the ShopKo Benefit Plans with respect to the ShopKo Benefit Plans.

(iv) As of the date hereof, there are no benefits to be provided
to current or future retirees under any "welfare benefit plans" within
the meaning of Section 3(1) of ERISA which are maintained by the
ShopKo Group, except as set forth on Schedule 2.1(p).

(v) The ShopKo Group has not maintained or contributed to, or
been obligated or required to contribute to, a "multiemployer plan,"
as such term is defined in Section 3(37) of ERISA, and no withdrawal
liability has been incurred by or asserted against any member of the
ShopKo Group with respect to a withdrawal from any multiemployer
pension plan, and the ShopKo Group does not have any knowledge of any
event or condition which would cause any of the ShopKo Group to incur
any such withdrawal liability.

(vi) Except as set forth in Schedule 2.1(p), no ShopKo Benefit
Plan exists which would result in the payment to any individual of any
money or other property or rights or accelerate or provide any other
rights or benefits to any individual as a result of the transactions
contemplated by this Agreement that would constitute an "excess
parachute payment" within the meaning of section 280G of the Code.

(q) Environmental Matters. Except as set forth on Schedule 2.1(q):

(i) To the knowledge of ShopKo, ShopKo has complied in all
material respects with all applicable Environmental Laws and the
requirements of any permits issued under such Environmental Laws.
There are no pending or, to the knowledge of ShopKo, threatened
Environmental Claims against or affecting ShopKo or any real property
owned or operated by ShopKo that, individually or in the aggregate,
would have a ShopKo Material Adverse Effect. To the knowledge of
ShopKo, there are no facts, circumstances, conditions or occurrences
affecting any real property owned or operated by ShopKo or on any
property adjoining or in proximity to such real property that, to the
knowledge of ShopKo, would (i) form the basis of an Environmental
Claim against ShopKo or have a ShopKo Material Adverse Effect, or (ii)
with respect to owned property, cause such real property to be subject

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to any material restrictions on the ownership, occupancy, use or
transferability of such real property under any applicable
Environmental Law.

(ii) To the knowledge of ShopKo, Hazardous Materials have not at
any time been generated, used, treated or stored on any real property
owned or operated by ShopKo where such generation, use, treatment or
storage has violated any Environmental Law. Hazardous Materials have
not at any time been Released by ShopKo on or from any such real
property where such Release has violated any applicable Environmental
Law. Except as set forth on Schedule 2.1(q), to the knowledge of
ShopKo, there are not now any underground storage tanks located on any
real property owned or currently operated by ShopKo and no storage
tanks have been removed from any such real property since December 31,
1992.

(iii) Notwithstanding anything to the contrary in this Section
2.1(q), the representations made in this Section 2.1(q) shall only be
untrue if the aggregate effect of all failures and noncompliance of
the types described above would have a ShopKo Material Adverse Effect.

For purposes hereof, the following terms shall have the following
meanings:

"Environmental Claims" means any and all administrative,
regulatory or judicial actions, suits, demands, demand letters,
claims, liens, notices of noncompliance or violation, investigations
(other than internal reports prepared by such party solely in the
ordinary course of its business and not in response to any third party
action or request of any kind) or proceedings relating in any way to
any Environmental Law or any permit issued, or any approval given,
under any such Environmental Law ("Claims"), including, without
limitation, (a) any and all Claims by governmental or regulatory
authorities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law,
and (b) any and all Claims by any third party seeking damages,
contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Materials arising from
alleged injury or threat of injury to health, safety or the
environment.

"Environmental Law" means any federal, state, foreign or local
statute, law, rule, regulation, ordinance and code now in effect and
in each case as amended to the date hereof, and any judicial or
administrative interpretation thereof, including any binding judicial
or administrative order, consent decree or judgment, relating to the
environment, health, safety or Hazardous Materials, including, without
limitation, the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended; the Resource Conservation and
Recovery Act of 1976, as amended; the Occupational Safety and Health
Act, as amended; the Federal Water Pollution Control Act, as amended,
33 U.S.C. (S) 1251 et seq.; the Toxic Substances Control Act, 15
U.S.C. (S) 2601 et seq.; the Clean Air Act, 42 U.S.C. (S) 7401 et
seq.; the Safe Drinking Water Act, 42 U.S.C. (S) 3803 et seq.; the Oil
Pollution Act of 1990, PUB. Law 101-380 and any state and local or
foreign counterparts or equivalents.

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"Hazardous Material" means (a) any petroleum or petroleum
products, radioactive materials, asbestos, urea formaldehyde foam
insulation, polychlorinated biphenyls and radon gas, (b) any
chemicals, materials or substances defined as or included in the
definition of "hazardous substances," "hazardous waste," "hazardous
materials," "extremely hazardous waste," "restricted hazardous waste,"
"toxic substances," "toxic pollutants," "contaminants," or
"pollutants," or words of similar import, under any applicable
Environmental Law, and (c) any other chemical, material or substance,
exposure to which is prohibited, limited or regulated by any
governmental authority.

"Release" means disposing, discharging, injecting, spilling,
pumping, leaking, leaching, dumping, emitting, escaping, emptying,
seeping, placing or purging into or upon any land or water or air, or
otherwise entering into the environment.

(r) Employees; Labor Relations.

(i) Schedule 2.1(r) contains a true and complete list of all
ShopKo contracts, agreements, plans, arrangements, commitments and
understandings (formal and informal) pertaining to terms of
employment, compensation, bonuses, profit sharing, stock purchases,
stock repurchases, stock options, commissions, incentives, loans or
loan guarantees, severance pay or benefits, with any current or former
ShopKo officer or director, or any current ShopKo employees, and true
and complete copies of all such contracts, agreements, plans,
arrangements and understandings have been delivered to Phar-Mor.
Schedule 2.1(r) contains a true and complete list of all labor,
collective bargaining, union and similar agreements under or by which
ShopKo is obligated, and true and complete copies of all such
agreements have been delivered to Phar-Mor. Except as set forth on
Schedule 2.1(r), neither Parent nor ShopKo will have any
responsibility for continuing any Person in the employ of ShopKo from
and after the Effective Date or have any liability for any severance
payments to or similar arrangements with any such Person who shall
cease to be an employee of ShopKo at or prior to the Effective Date.

(ii) ShopKo is not engaged in any unfair labor practice that
would have a ShopKo Material Adverse Effect. There is (i) no unfair
labor practice complaint pending against ShopKo or, to the knowledge
of ShopKo, threatened against ShopKo, before the National Labor
Relations Board or other governmental quasi-governmental or regulatory
agency, body or authority, and no grievance or arbitration proceeding
arising out of or under any collective bargaining agreement is so
pending against ShopKo or, to the knowledge of ShopKo, threatened
against ShopKo, (ii) no strike, labor dispute, slowdown or stoppage
pending against ShopKo or, to the knowledge of ShopKo, threatened
against ShopKo and (iii) to the knowledge of ShopKo, no union
representation question existing with respect to the employees of
ShopKo.

(s) Intellectual Property. Schedule 2.1(s) sets forth a correct and
complete list of all material trademarks, service marks, trade names, or rights
with respect to the foregoing, applied for, issued to or owned by ShopKo or
under which ShopKo is licensed or franchised, all of which are valid, in good
standing and, to the knowledge of ShopKo, uncontested, except as set forth on

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Schedule 2.1(s). ShopKo owns or has valid licenses or other rights to use all
the material trademarks, service marks, trade names, or rights with respect to
the foregoing (the "ShopKo Intellectual Property") which are necessary for the
present conduct of its business. Except as set forth on Schedule 2.1(s), no
proceedings have been instituted or are pending or, to the knowledge of ShopKo,
threatened that challenge the validity of its ownership of, or licenses or other
rights to use, any ShopKo Intellectual Property. Except as set forth on
Schedule 2.1(s), the present employment of the ShopKo Intellectual Property by
ShopKo, if any, does not, to the knowledge of ShopKo, infringe any rights of any
Person. Except as set forth on Section 2.1(s), to the knowledge of ShopKo, no
trademark, service mark, trade name, or other material currently being sold or
employed by any Person infringes any rights of ShopKo with respect to the ShopKo
Intellectual Property. Notwithstanding anything to the contrary in this Section
2.1(s), the representations made in this Section 2.1(s) shall only be untrue if
the aggregate effect of all failures and noncompliance of the types described
above would have a ShopKo Material Adverse Effect.

(t) Opinion of ShopKo Financial Adviser. ShopKo has received the
written opinion of the ShopKo Financial Adviser, dated as of the date hereof,
that the ShopKo Plan is fair to ShopKo's public shareholders from a financial
point of view.

(u) Registration Rights. Except as provided in Schedule 2.1(u),
ShopKo has not granted or agreed to grant any registration rights, including
piggyback rights, to any Person.

(v) Commission Documents. ShopKo has delivered to Phar-Mor true,
correct, and complete copies of each of the ShopKo SEC Reports and each exhibit
thereto. As of their respective filing dates, the ShopKo SEC Reports complied
in all material respects with the requirements of the Securities Act and the
Exchange Act, as applicable, and taken together, the ShopKo SEC Reports contain
no untrue statement of a material fact and did not omit to state a material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances in which they were made, not misleading except to
the extent corrected by a subsequently filed by ShopKo SEC Report.

(w) Registration Statement. None of the information supplied or to
be supplied by ShopKo for inclusion in the Registration Statement to be filed
with the Commission and to be distributed in connection with the Phar-Mor
Special Meeting and the ShopKo Special Meeting to vote upon the Reorganization,
at the time the Registration Statement is declared effective by order of the
Commission, at the time of the Phar-Mor Special Meeting and the ShopKo Special
Meeting will contain an untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. If at any time prior
to the Effective Date any event with respect to ShopKo or its officers and
directors shall occur that is required to be described in the Registration
Statement, ShopKo shall notify Phar-Mor thereof by reference to this section and
cooperate with Phar-Mor in preparing and filing with the Commission and, as
required by law, disseminating to the shareholders of ShopKo and/or Phar-Mor an
amendment or supplement which accurately describes such event or events in
compliance with all provisions of applicable law.

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2.2 REPRESENTATIONS AND WARRANTIES OF PHAR-MOR. Phar-Mor represents
and warrants to ShopKo as follows:

(a) Organization; Standing and Power. Phar-Mor is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Pennsylvania. Phar-Mor has all requisite power and authority to own, lease and
operate its properties and to carry on its business as now being conducted.
Phar-Mor is duly qualified as a foreign corporation to do business, and is in
good standing, in each jurisdiction where the character of its properties owned
or leased or the nature of its activities makes such qualification necessary,
except for failures to be so qualified or in good standing which would not, in
the aggregate, have a material adverse effect on the business, property, assets,
liabilities or condition (financial or otherwise) of Phar-Mor and its
Subsidiaries taken as a whole (sometimes referred to in this Section 2.2 as a
"Phar-Mor Material Adverse Effect"). Copies of the Articles of Incorporation
and By-Laws of Phar-Mor heretofore delivered to ShopKo are accurate and complete
as of the date hereof.

(b) Subsidiaries. Schedule 2.2(b) sets forth for each Subsidiary of
Phar-Mor (a "Phar-Mor Subsidiary") (i) its name and jurisdiction of
incorporation or organization, (ii) the number of shares of authorized capital
stock of each class of its capital stock, if any, or other equity interests,
(iii) the number of issued and outstanding shares of each class of its capital
stock or other equity interests, the names of the holders thereof and the number
of shares and other equity interests held by each such holder, (iv) the number
of shares of capital stock or other equity interests held in its treasury, and
(v) its directors and officers. Each Phar-Mor Subsidiary is a corporation or
other entity duly organized, validly existing and in good standing under the
laws of the state in which it is incorporated or organized. Each Phar-Mor
Subsidiary has all requisite power and authority to own, lease and operate its
properties and to carry on its business as now being conducted. Each Phar-Mor
Subsidiary is duly qualified as a foreign corporation or other entity to do
business, and is in good standing, in each jurisdiction where the character of
its properties owned or leased or the nature of its activities makes such
qualification necessary, except for failures to be so qualified or in good
standing which would not, in the aggregate, have a Phar-Mor Material Adverse
Effect. Except as set forth in Schedule 2.2(b), Phar-Mor has no Subsidiaries
and does not own or control, directly or indirectly, shares of capital stock of
any other corporation or any interest in any partnership, joint venture, or
other non-corporate business entity or enterprise. All of the issued and
outstanding capital stock or other equity interests of each Phar-Mor Subsidiary
has been offered, issued, and sold by each such Subsidiary in compliance with
the registration requirements of applicable federal and state securities laws.
Since March 31, 1996, no shares of the capital stock of any Phar-Mor Subsidiary
have been issued or retired or, in the case of treasury shares, reissued.

(c) Capitalization. As of September 5, 1996, the authorized capital
stock of Phar-Mor and the validly issued and outstanding, fully paid and
nonassessable shares of the capital stock of Phar-Mor are as set forth on
Schedule 2.2(c). No Phar-Mor Common Shares are held in its treasury. Except as
set forth in Schedule 2.2(c): (A) no subscription, warrant, option, convertible
or exchangeable security or other right (contingent or otherwise) to purchase or
acquire any shares of capital stock of Phar-Mor or any Phar-Mor Subsidiary is
authorized or outstanding, (B) neither Phar-Mor nor any Phar-Mor Subsidiary has
any obligation (contingent or otherwise) to issue any subscription, warrant,
option, convertible or exchangeable security, or other such right or to issue

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or distribute to holders of any shares of its capital stock any evidences of
indebtedness or assets of Phar-Mor or any Phar-Mor Subsidiary, (C) neither Phar-
Mor nor any Phar-Mor Subsidiary has any obligation (contingent or otherwise) to
purchase, redeem, or otherwise acquire any shares of its capital stock or any
interest therein or to pay any dividend or make any other distribution in
respect thereof, (D) Phar-Mor owns all shares of capital stock or other equity
interests of each Phar-Mor Subsidiary free and clear of any Lien, and (E) to
Phar-Mor's knowledge, no shareholder of Phar-Mor has granted options or other
rights to purchase any Phar-Mor Common Shares from such shareholder. Except as
provided in this Agreement or Schedule 2.2(c), no Person is entitled to (i) any
preemptive or similar right with respect to the issuance by Phar-Mor or any
Phar-Mor Subsidiary of any capital stock or other equity interests or (ii) any
rights with respect to the registration of any capital stock or other equity
interests of Phar-Mor or any Phar-Mor Subsidiary under the Securities Act.
Except as contemplated by this Agreement or Schedule 2.2(c), there are no
agreements, arrangements or understandings, written or oral, between Phar-Mor or
any Phar-Mor Subsidiary and any holder of its or their capital stock or other
equity interests, or, to the knowledge of Phar-Mor, among any holders of its or
their capital stock or other equity interests, relating to the acquisition
(including, without limitation, rights of first refusal or preemptive rights),
disposition, or voting of the capital stock or other equity interests of Phar-
Mor or any Phar-Mor Subsidiary. All of the issued and outstanding Phar-Mor
Common Shares have been offered, issued, and sold by Phar-Mor in compliance with
the registration requirements of applicable federal and state securities laws.
Except upon exercise of Phar-Mor Options or as set forth on Schedule 2.2(c),
since March 31, 1996, no shares of the capital stock of Phar-Mor have been
issued or retired or, in the case of treasury shares, reissued.

(d) Authority; Recommendation.

(i) Phar-Mor has the requisite corporate power and authority to
enter into this Agreement and to perform its obligations hereunder.
The execution and delivery of this Agreement by Phar-Mor and the
consummation by Phar-Mor of the Phar-Mor Plan have been duly
authorized by the Phar-Mor Board, and, except for the approval of the
holders of Phar-Mor Common Shares as set forth in Section 4.2, no
other corporate proceedings on the part of Phar-Mor are necessary to
authorize the execution, delivery and performance of this Agreement
and the Phar-Mor Plan. This Agreement has been duly executed and
delivered by Phar-Mor and constitutes a valid and binding obligation
of Phar-Mor, enforceable in accordance with its terms, except as may
be limited by applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium and other similar laws of general
application that may affect the enforcement of the rights of creditors
and other obligees generally and by general equitable principles.

(ii) The Phar-Mor Board has determined the Phar-Mor Plan to be
fair to the holders of Phar-Mor Common Shares and recommended that the
holders of such shares approve and adopt the Phar-Mor Plan.

(e) Noncontravention. Neither the execution and delivery of this
Agreement by, nor the consummation of the Phar-Mor Plan, nor compliance by Phar-
Mor with any of the provisions hereof, will (i) violate, conflict with, or
result in a breach of any provisions of, or constitute a default (or an

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event which, with notice or lapse of time or both, would constitute a default)
under, or result in the termination or suspension of, or accelerate the
performance required by, or result in a right of termination or acceleration
under, or result in the creation of any Lien upon any of the properties or
assets of Phar-Mor or any of its Subsidiaries (unless the context otherwise
requires, hereinafter any reference in this Section 2.2 to "Phar-Mor" shall
include each Phar-Mor Subsidiary, whether held directly or indirectly by Phar-
Mor) under, any of the terms, conditions or provisions of (x) the Articles of
Incorporation or By-Laws of Phar-Mor, or (y) except as set forth on Schedule
2.2(e), any note, bond, mortgage, indenture, deed of trust, license, lease,
agreement or instrument or obligation to which Phar-Mor is party or which Phar-
Mor or any of its properties or assets may be subject, or (ii) subject to
compliance with the statutes and regulations referred to in Section 2.2(f)
below, to the knowledge of Phar-Mor violate any judgment, ruling, order, writ,
injunction, decree, statute, rule, regulation or other legal requirement
applicable to Phar-Mor or any of its respective properties or assets, except, in
the case of each of clauses (i)(y) and (ii) above, for such violations,
conflicts, breaches, defaults, terminations, accelerations or creations of
Liens, which would not, in the aggregate, have a Phar-Mor Material Adverse
Effect or affect the ability of Phar-Mor to consummate the Phar-Mor Plan or the
ability of Parent to consummate the Parent Buy Back.

(f) Government Approval. Other than in connection with or in
compliance with the provisions of the Delaware Law, the Pennsylvania Law and the
Minnesota Law, the provisions of the Securities Act, the provisions of the
Exchange Act, and the provisions of the HSR Act, no notice to, filing with, or
authorization, consent or approval of, any domestic or foreign public,
governmental, quasi-governmental, or regulatory body, agency or authority is
necessary for the execution and delivery of this Agreement by Phar-Mor or the
consummation of any of the transactions contemplated by this Agreement or
compliance by Phar-Mor with any of the provisions hereof, except where failures
to give such notices, make such filings, or obtain authorizations, consents or
approvals would not, in the aggregate, have a Phar-Mor Material Adverse Effect
or affect the ability of Phar-Mor to consummate the Phar-Mor Plan or the ability
of Parent to consummate the Parent Buy Back.

(g) Financial Statements. Phar-Mor has timely filed Quarterly Reports
on Form 10-Q for the fiscal quarters ending prior to the date hereof in 1996 and
has filed a registration statement on Form 10 dated September 11, 1995. The
financial statements included in or incorporated by reference into the foregoing
public reports (including the related notes and schedules) have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis during the periods involved (except as may be indicated in the notes
thereto), fairly present the respective financial position of Phar-Mor as of the
dates thereof and its respective results of operations and cash flow for the
periods then ended (subject, in the case of interim financial statements, to
normal year-end adjustments and to the extent they may not include footnotes or
may be condensed or summary statements), are correct and complete in all
material respects, and are consistent with the books and records of Phar-Mor.
Phar-Mor's press release dated August 22, 1996, a copy of which is reproduced on
Schedule 2.2(g), includes financial data which fairly presents the financial
condition and the results of operations of Phar-Mor as of the dates and for the
periods ended as set forth therein

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(h) Undisclosed Liabilities. Except as set forth on Schedule 2.2(h),
Phar-Mor has no Liabilities except for (i) Liabilities set forth in Phar-Mor's
reports on Forms 10-Q, 10 and 8-K filed prior to the date hereof and since
September 11, 1995 with the Commission (collectively, the "Phar-Mor SEC
Reports") and (ii) Liabilities that would not, individually or in the aggregate,
have a Phar-Mor Material Adverse Effect or affect the ability of Phar-Mor to
consummate the Phar-Mor Plan or the ability of Parent to consummate the Parent
Buy Back. Phar-Mor's Plan of Reorganization under Chapter 11 of the U.S.
Bankruptcy Code was approved and declared effective on September 11, 1995.
Pursuant to the terms of such Plan of Reorganization, Phar-Mor implemented
fresh-start reporting as of July 2, 1994.

(i) Absence of Certain Changes or Events. Except as contemplated by
this Agreement or disclosed in the Phar-Mor SEC Reports or on Schedule 2.2(i),
since September 11, 1995 there has not been (i) any Phar-Mor Material Adverse
Effect, or any event which would result in a Phar-Mor Material Adverse Effect;
(ii) any material damage, destruction or loss, whether covered by insurance or
not; (iii) any entry by Phar-Mor into any commitment or transaction material to
it which is not in the ordinary course of business; (iv) any change by Phar-Mor
in accounting principles or methods except insofar as may have been required by
a change in generally accepted accounting principles; (v) any declaration,
payment or setting aside for payment of any dividends; (vi) any action taken by
Phar-Mor of the type referred to in Section 3.2; or (vii) any agreement by Phar-
Mor to (A) do any of the things described in the preceding clauses (i) through
(vi) other than as expressly contemplated or provided for herein or (B) take,
whether in writing or otherwise, any action which, if taken prior to the date of
this Agreement, would have made any representation or warranty in this Section
2.2 untrue or incorrect.

(j) Compliance with Law. Phar-Mor has not violated or failed to
comply with any statute, law, ordinance, regulation, rule, order or other legal
requirement of any foreign, federal, state or local government, authority or any
other governmental, quasi-governmental or regulatory department or agency, or
any judgment, decree or order of any court, applicable to its business or
operations, except where any such violations or failures to comply would not,
individually or in the aggregate, have a Phar-Mor Material Adverse Effect.

(k) Brokers. No broker, finder or investment banker, other than the
Phar-Mor Financial Adviser (whose fees shall have been described to ShopKo in
writing prior to the filing of the Registration Statement) is entitled to any
brokerage, finder's or other fee or commission in connection with the
Reorganization based upon arrangements made by or on behalf of Phar-Mor.

(l) Litigation. Except as disclosed in the Phar-Mor SEC Reports or as
set forth on Schedule 2.2(l), (i) there is no claim, action, proceeding or
investigation pending or, to the knowledge of Phar-Mor, threatened against or
relating to Phar-Mor before any court or governmental or regulatory authority or
body which, individually or in the aggregate, would have a Phar-Mor Material
Adverse Effect and (ii) Phar-Mor is not subject to any outstanding order, writ,
injunction or decree.

(m) Taxes and Tax Returns. Except as set forth on Schedule 2.2(m),
Phar-Mor has (i) duly and timely filed all United States federal and state
income tax and all other returns and reports

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required to be filed by it with respect to any taxes, and each such return and
report is complete and accurate in all material respects; and (ii) paid or made
adequate provision for the payment of all federal and other taxes (including, if
any, interest, penalties or additions to tax in respect thereof) that are due
and owing whether or not shown on any return and whether disputed or not, except
in the case of both (i) and (ii) above for such failures to file, inaccuracies
and failures to pay or provide for as would not, individually or in the
aggregate, have a Phar-Mor Material Adverse Effect. Any deficiencies or
assessments asserted in writing by the appropriate taxing authorities have
either been paid, settled or fully provided for. There are no material claims
or assessments (not provided for) pending against Phar-Mor for any alleged
federal or state tax deficiency and no material issue has been raised in writing
by any federal or state taxing authority or representative thereof.

(n) Real Estate. Schedule 2.2(n) contains an accurate and complete
list of all real property owned or leased in whole or in part by Phar-Mor and a
list of all indebtedness secured by a Lien. Except as disclosed on Schedule
2.2(n), Phar-Mor has good and marketable title to all the real property owned by
it as reflected in the unaudited consolidated balance sheet as of March 31,
1996, free and clear of all Liens and a valid leasehold interest in all real
property shown on Schedule 2.2(n) as leased by it. To the knowledge of Phar-
Mor, all of the buildings, structures and appurtenances situated on the real
property owned or leased in whole or in part by Phar-Mor are in good operating
condition and in a state of good maintenance and repair, except for such
conditions which would not, individually or in the aggregate, have a Phar-Mor
Material Adverse Effect, are adequate and suitable for the purposes for which
they are presently being used, and, with respect to each, Phar-Mor has adequate
rights of ingress and egress for operation of the business of Phar-Mor in the
ordinary course. To the knowledge of Phar-Mor, none of such buildings,
structures or appurtenances (or any equipment therein), nor the operation or
maintenance thereof, violates any restrictive covenant or any provision of
federal, state or local law, ordinance, rule or regulation, or encroaches on any
property owned by others, except for such violations and encroachments which
would not, individually or in the aggregate, have a Phar-Mor Material Adverse
Effect. No condemnation proceeding is pending or, to the knowledge of Phar-Mor,
threatened which would materially preclude or impair the use of any such
property by Phar-Mor for the purposes for which it is currently used. Schedule
2.2(n) sets forth all contractual use restrictions on all real property owned or
leased by Phar-Mor.

(o) Licenses, Permits and Authorizations. Phar-Mor has all approvals,
authorizations, qualifications, consents, licenses, franchises, orders and other
permits of all governmental, quasi-governmental or regulatory agencies or
authorities, whether federal, state or local, domestic or foreign, necessary to
enable Phar-Mor to continue to conduct its business as currently being
conducted, except where any failure to have any thereof, individually or in the
aggregate, would not have a Phar-Mor Material Adverse Effect. Each of the
foregoing is in full force and effect and Phar-Mor is in material compliance
with all of its obligations with respect thereto, and, to the knowledge of Phar-
Mor no event has occurred which permits, or upon the giving of notice or the
lapse of time or otherwise would permit, revocation, nonrenewal, modification,
suspension or termination of any of the foregoing.

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(p) ERISA and Employee Matters.

(i) Schedule 2.2(p) contains a true and complete list of each
"employee benefit plan," as defined in Section 3(3) of ERISA, and of all other
plans, programs, agreements or arrangements, currently maintained by Phar-Mor or
any trade or business, whether or not incorporated, which is part of a
controlled group within the meaning of Section 414(b), (c) or (m) of the Code
with Phar-Mor (collectively, the "Phar-Mor Group") or under which any member of
the Phar-Mor Group has any liability in respect of current or former employees
or their dependents or beneficiaries (collectively, the "Phar-Mor Benefit
Plans"). All of the Phar-Mor Benefit Plans which constitute employee "pension
plans" as defined in Section 3(2) of ERISA are referred to herein as the "Phar-
Mor Pension Plans." Each of the Phar-Mor Benefit Plans is administered and is in
compliance with the terms thereof and the applicable provisions of ERISA and the
Code, and any applicable qualification requirements of the Code except for such
violations which would not, individually or in the aggregate, have a Phar-Mor
Material Adverse Effect. The Phar-Mor Group has fulfilled its obligations under
the minimum funding standards of ERISA and the Code with respect to each Phar-
Mor Pension Plan, and the Phar-Mor Group has not incurred, and the Phar-Mor
Group does not have any knowledge of any event or condition which would cause
the Phar-Mor Group to incur, any liability to the Pension Benefit Guaranty
Corporation, any trustee under Section 4049 of ERISA, or any Phar-Mor Pension
Plan in connection with the termination of any Phar-Mor Pension Plan under Title
IV of ERISA. No Phar-Mor Pension Plan has an accumulated or waived funding
deficiency, or has applied for an extension of any amortization period within
the meaning of Section 412 of the Code and no event or condition exists which
could be deemed a reportable event within the meaning of Section 4043 of ERISA.
Each Phar-Mor Pension Plan which is intended to be a qualified plan under
Section 401(a) of the Code is so qualified and has received a favorable
determination letter from the Internal Revenue Service and nothing has occurred
since the dates of such letters to cause them to be no longer effective. The
Internal Revenue Service is not auditing, and has not notified any member of the
Phar-Mor Group that it intends to audit, any Phar-Mor Pension Plan. Phar-Mor has
previously delivered to ShopKo with respect to each Phar-Mor Benefit Plan, true
and correct copies of (A) each Phar-Mor Benefit Plan (or, in the case of an oral
or informal Phar-Mor Benefit Plan, a written description thereof); (B) the most
recent annual report, if required (Form 5500 series); (C) the most recent
actuarial valuation report, if required; and (iv) the most recent Summary Plan
Description, as described in Section 102(a)(1) of ERISA, if applicable.

(ii) The aggregate actuarial present value of accrued benefits
(both vested and unvested) of Phar-Mor Pension Plans subject to Title IV of
ERISA does not exceed the aggregate fair market value of the assets of such
Phar-Mor Pension Plans by more than $100,000 based upon the actuarial
assumptions used in funding such plans for the 1995 valuation, which
assumptions are reasonable in light of the experience of such plans.

(iii) Except as set forth on Schedule 2.2(p), there are no
pending claims or lawsuits which have been asserted or instituted (other than in
respect of benefits due in the ordinary course which, in the aggregate, are not
material) against the assets of any of the Phar-Mor

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Benefit Plans or against the Phar-Mor Group or any fiduciary of the
Phar-Mor Benefit Plans with respect to the Phar-Mor Benefit Plans.

(iv) As of the date hereof, there are no benefits to be provided
to current or future retirees under any "welfare benefit plans" within
the meaning of Section 3(1) of ERISA which are maintained by the Phar-
Mor Group, except as set forth on Schedule 2.2(p).

(v) The Phar-Mor Group has not maintained or contributed to, or
been obligated or required to contribute to, a "multiemployer plan,"
as such term is defined in Section 3(37) of ERISA, and no withdrawal
liability has been incurred by or asserted against any member of the
Phar-Mor Group with respect to a withdrawal from any multiemployer
pension plan, and the Phar-Mor Group does not have any knowledge of
any event or condition which would cause any of the Phar-Mor Group to
incur any such withdrawal liability.

(vi) Except as set forth in Schedule 2.2(p), no Phar-Mor Benefit
Plan exists which would result in the payment to any individual of any
money or other property or rights or accelerate or provide any other
rights or benefits to any individual as a result of the transactions
contemplated by this Agreement that would constitute an "excess
parachute payment" within the meaning of section 280G of the Code.

(q) Environmental Matters. Except as set forth on Schedule 2.2(q):

(i) To the knowledge of Phar-Mor, Phar-Mor has complied in
all material respects with all applicable Environmental Laws and the
requirements of any permits issued under such Environmental Laws.
There are no pending or, to the knowledge of Phar-Mor, threatened
Environmental Claims against or affecting Phar-Mor or any real
property owned or operated by Phar-Mor that, individually or in the
aggregate, would have a Phar-Mor Material Adverse Effect. To the
knowledge of Phar-Mor, there are no facts, circumstances, conditions
or occurrences affecting any real property owned or operated by Phar-
Mor or on any property adjoining or in proximity to such real property
that, to the knowledge of Phar-Mor, would (i) form the basis of an
Environmental Claim against Phar-Mor or have a Phar-Mor Material
Adverse Effect, or (ii) with respect to owned property, cause such
real property to be subject to any material restrictions on the
ownership, occupancy, use or transferability of such real property
under any applicable Environmental Law.

(ii) To the knowledge of Phar-Mor, Hazardous Materials have not
at any time been generated, used, treated or stored on any real
property owned or operated by Phar-Mor where such generation, use,
treatment or storage has violated any Environmental Law. Hazardous
Materials have not at any time been Released by Phar-Mor on or from
any such real property where such Release has violated any applicable
Environmental Law. Except as set forth on Schedule 2.2(q), to the
knowledge of Phar-Mor, there are not now any underground storage tanks
located on any real property owned or currently operated by Phar-Mor
and no storage tanks have been removed from any such real property
since December 31, 1992.

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(iii) Notwithstanding anything to the contrary in this Section 2.2(q),
the representations made in this Section 2.2(q) shall only be untrue if the
aggregate effect of all failures and noncompliance of the types described
above would have a Phar-Mor Material Adverse Effect.

(r) Employees; Labor Relations.

(i) Schedule 2.2(r) contains a true and complete list of all Phar-Mor
contracts, agreements, plans, arrangements, commitments and understandings
(formal and informal) pertaining to terms of employment, compensation,
bonuses, profit sharing, stock purchases, stock repurchases, stock options,
commissions, incentives, loans or loan guarantees, severance pay or
benefits, with any current or former Phar-Mor officer or director, or any
current Phar-Mor employees, and true and complete copies of all such
contracts, agreements, plans, arrangements and understandings have been
delivered to Phar-Mor. Schedule 2.2(r) contains a true and complete list of
all labor, collective bargaining, union and similar agreements under or by
which Phar-Mor is obligated, and true and complete copies of all such
agreements have been delivered to Phar-Mor. Except as set forth on Schedule
2.2(r), neither Parent nor Phar-Mor will have any responsibility for
continuing any Person in the employ of Phar-Mor from and after the
Effective Date or have any liability for any severance payments to or
similar arrangements with any such Person who shall cease to be an employee
of Phar-Mor at or prior to the Effective Date.

(ii) Phar-Mor is not engaged in any unfair labor practice that would
have a Phar-Mor Material Adverse Effect. There is (i) no unfair labor
practice complaint pending against Phar-Mor or, to the knowledge of Phar-
Mor, threatened against Phar-Mor, before the National Labor Relations Board
or other governmental quasi-governmental or regulatory agency, body or
authority, and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against Phar-Mor
or, to the knowledge of Phar-Mor, threatened against Phar-Mor, (ii) no
strike, labor dispute, slowdown or stoppage pending against Phar-Mor or, to
the knowledge of Phar-Mor, threatened against Phar-Mor and (iii) to the
knowledge of Phar-Mor, no union representation question existing with
respect to the employees of Phar-Mor.

(s) Intellectual Property. Schedule 2.2(s) sets forth a correct and
complete list of all material trademarks, service marks, trade names, or rights
with respect to the foregoing, applied for, issued to or owned by Phar-Mor or
under which Phar-Mor is licensed or franchised, all of which are valid, in good
standing and, to the knowledge of Phar-Mor, uncontested, except as set forth on
Schedule 2.2(s). Phar-Mor owns or has valid licenses or other rights to use all
the material trademarks, service marks, trade names, or rights with respect to
the foregoing (the "Phar-Mor Intellectual Property") which are necessary for the
present conduct of its business. Except as set forth on Schedule 2.2(s), no
proceedings have been instituted or are pending or, to the knowledge of Phar-
Mor, threatened that challenge the validity of its ownership of, or licenses or
other rights to use, any Phar-Mor Intellectual Property. Except as set forth on
Schedule 2.2(s), the present employment of the Phar-Mor Intellectual Property by
Phar-Mor, if any, does not, to the knowledge of Phar-Mor, infringe any rights of
any Person. Except as set forth on Section 2.2(s), to the

-25-

knowledge of Phar-Mor, no trademark, service mark, trade name, or other material
currently being sold or employed by any Person infringes any rights of Phar-Mor
with respect to the Phar-Mor Intellectual Property. Notwithstanding anything to
the contrary in this Section 2.2(s), the representations made in this Section
2.2(s) shall only be untrue if the aggregate effect of all failures and
noncompliance of the types described above would have a Phar-Mor Material
Adverse Effect.

(t) Opinion of Phar-Mor Financial Adviser. Phar-Mor has received the
written opinion of the Phar-Mor Financial Adviser, dated as of the date hereof,
that the Phar-Mor Plan is fair to Phar-Mor's shareholders from a financial point
of view.

(u) Registration Rights. Except as provided in Schedule 2.2(u),
Phar-Mor has not granted or agreed to grant any registration rights, including
piggyback rights, to any Person.

(v) Commission Documents. Phar-Mor has delivered to ShopKo true,
correct, and complete copies of each of the Phar-Mor SEC Reports and each
exhibit thereto. As of their respective filing dates, the Phar-Mor SEC Reports
complied in all material respects with the requirements of the Securities Act
and the Exchange Act, as applicable, and taken together, the Phar-Mor SEC
Reports contain no untrue statement of a material fact and did not omit to state
a material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances in which they were made,
not misleading except to the extent corrected by a subsequently filed by Phar-
Mor SEC Report.

(w) Registration Statement. None of the information supplied or to
be supplied by Phar-Mor for inclusion in the Registration Statement to be filed
with the Commission and to be distributed in connection with the ShopKo Special
Meeting and the Phar-Mor Special Meeting to vote upon the Reorganization, at the
time the Registration Statement is declared effective by order of the
Commission, at the time of the ShopKo Special Meeting and the Phar-Mor Special
Meeting, will contain an untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading. If at any time
prior to the Effective Date any event with respect to Phar-Mor or its officers
and directors shall occur that is required to be described in the Registration
Statement, Phar-Mor shall notify ShopKo thereof by reference to this section and
cooperate with ShopKo in preparing and filing with the Commission and, as
required by law, disseminating to the shareholders of Phar-Mor and/or ShopKo an
amendment or supplement which accurately describes such event or events in
compliance with all provisions of applicable law.

2.3 REPRESENTATIONS AND WARRANTIES OF PARENT. Parent represents and
warrants to ShopKo as follows:

(a) Organization; Standing and Power. Parent is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Delaware. Parent has all requisite power and authority to own, lease and
operate its properties and to carry on its business to be conducted following
the Reorganization. Parent will at the Effective Date be duly qualified as a
foreign corporation to do business, and be in good standing, in each
jurisdiction where the character of its properties owned or leased or the nature
of its activities will make such qualification necessary after

-26-

the Reorganization, except for failures to be so qualified or in good standing
which would not, in the aggregate, have a material adverse effect on the
business, property, assets, liabilities or condition (financial or otherwise) of
Parent (sometimes referred to in this Section 2.3 as a "Parent Material Adverse
Effect"). The Certificate of Incorporation and By-Laws of Parent heretofore
delivered to ShopKo, copies of which are attached hereto as Exhibits C and D,
respectively, are accurate and complete as of the date hereof.

(b) Capitalization. The authorized capital stock of Parent and the
validly issued and outstanding, fully paid and nonassessable shares of the
capital stock of Parent are as set forth on Schedule 2.3(b).

(c) Authority. Parent has the requisite corporate power and authority
to enter into this Agreement, and to perform its obligations hereunder. The
execution and delivery of this Agreement by Parent and the consummation by
Parent of the Reorganization and the Parent Buy Back has been duly authorized by
the Parent Board and the sole stockholder of Parent, and no other corporate
proceedings on the part of Parent are necessary to authorize the execution,
delivery and performance of this Agreement, the Reorganization and the Parent
Buy Back. This Agreement has been duly executed and delivered by Parent and
constitutes a valid and binding obligation of Parent, enforceable in accordance
with its terms, except as may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws of
general application that may affect the enforcement of rights of creditors and
other obligees generally and by general equitable principles.

(d) Noncontravention. Neither the execution and delivery of this
Agreement by, nor the consummation of the Reorganization or the Parent Buy Back,
nor compliance by Parent with any of the provisions hereof, will violate,
conflict with, or result in a breach of any provisions of, or constitute a
default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the termination or suspension of, or
accelerate the performance required by, or result in a right of termination or
acceleration under, or result in the creation of any Lien upon any of the
properties or assets of Parent under, any of the terms, conditions or provisions
of the Certificate of Incorporation or By-Laws of Parent.

(e) Government Approval. Other than in connection with or in
compliance with the provisions of the Delaware Law, the Pennsylvania Law and the
Minnesota Law, the provisions of the Securities Act, the provisions of the
Exchange Act, and the provisions of the HSR Act, no notice to, filing with, or
authorization, consent or approval of, any domestic or foreign public,
governmental, quasi-governmental, or regulatory body, agency or authority is
necessary for the execution and delivery of this Agreement by Parent or the
consummation of any of the transactions contemplated by this Agreement or
compliance by Parent with any of the provisions hereof, except where failures to
give such notices, make such filings, or obtain authorizations, consents or
approvals would not, in the aggregate, have a Parent Material Adverse Effect or
affect the ability of Parent to consummate the Reorganization or the Parent Buy
Back.

(f) Solvency. Assuming that the representations and warranties of
ShopKo in Section 2.1 and of Phar-Mor in Section 2.2 are true and correct in all
material respects as of the Effective

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Date, (i) Parent will have sufficient funds to enable it to make all payments
required to consummate the Parent Buy Back, (ii) the Parent Buy Back will be
permissible under Section 173 of the Delaware Law, (iii) Parent and each of its
Subsidiaries will be solvent on the date of the Parent Buy Back, (iv) Parent
will not, nor will any of its Subsidiaries, become insolvent as a result of the
Parent Buy Back, (v) at the time of the Parent Buy Back, Parent will not be
engaged in a business or transaction, or about to engage in a business or
transaction, for which any property remaining with Parent has an unreasonably
small capital, and (vi) Parent does not, and at the time of the Parent Buy Back
will not, intend to incur, or believe that it would incur, debts that would be
beyond its ability to pay as such debts mature.

(g) Assets; Liabilities. Except for its obligations pursuant to this
Agreement and the Parent Buy Back, Parent has and before the Effective Date will
have, no assets, liabilities, employees or operations. Parent has not
conducted, and before the Effective Date will not conduct, any business.

2.4 KNOWLEDGE. Knowledge which qualifies any representation and
warranty of a party means the actual knowledge of an executive officer (as
defined in Rule 3b-7 of the Exchange Act) of such party.

ARTICLE III

COVENANTS PENDING THE REORGANIZATION

3.1 CONDUCT OF BUSINESS BY SHOPKO PENDING THE REORGANIZATION. Except
as otherwise expressly contemplated hereby or disclosed on Schedule 3.1, ShopKo
covenants and agrees, with respect to ShopKo and its Subsidiaries (unless the
context otherwise requires, hereinafter any reference in this Section 3.1 to
"ShopKo" shall include each ShopKo Subsidiary, whether held directly or
indirectly by ShopKo), that, prior to the Effective Date, unless Phar-Mor shall
first otherwise expressly agree in writing or as otherwise expressly
contemplated by this Agreement:

(a) ShopKo shall conduct its businesses, or take any action, only in
the ordinary course of business and consistent with past practices, and shall
use its best efforts to maintain and preserve its business organization, assets,
employees and advantageous business relationships, to maintain all of its
properties in useful and good condition, and to continue to be covered to the
fullest extent under the insurance policies carried by ShopKo, including,
without limitation, public liability and property damage insurance in effect
with financially sound and reputable insurance companies in at least such
amounts and against such risks as are currently covered by such policies;

(b) ShopKo shall comply with (i) all applicable statutes, laws,
ordinances, regulations, rules, orders and other legal requirements of any
foreign, federal, state or local government, authority or any other governmental
department or agency, and any judgments, decrees or orders of any court,
applicable to its business or operations and (ii) all contracts, commitments and
other agreements to which it is a party, except where any such violations or
failures to comply with respect to clauses (i) or (ii) will not, individually or
in the aggregate, result in a ShopKo Material Adverse Effect.

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(c) ShopKo shall not, directly or indirectly, do any of the
following: (i) except in the ordinary course of business and consistent with
past practice, sell, pledge, dispose of or encumber any assets of ShopKo
(including, without limitation, any indebtedness owned or any claims held); (ii)
whether or not in the ordinary course of business or consistent with past
practice, sell or dispose of any material assets of ShopKo; (iii) amend its
articles of incorporation or by-laws or similar organizational documents; (iv)
split, combine or reclassify any shares of its capital stock or other equity
interests or declare, set aside or pay any dividend or distribution, payable in
cash, stock, property or otherwise with respect to any of its capital stock or
other equity interests, except for cash dividends paid at such times and in such
amounts as are consistent with ShopKo's past practices (provided, that no cash
dividends shall be declared or paid on the ShopKo Common Shares following the
cash dividend to be paid thereon on September 15, 1996); (v) redeem, purchase or
otherwise acquire any of its capital stock or other equity interests; (vi) adopt
a plan of complete or partial liquidation or resolutions providing for the
complete or partial liquidation, dissolution, merger, consolidation,
restructuring, recapitalization or other reorganization; or (vii) prepare or
file any tax return or tax report inconsistent with past practice or, on any
such return or report, take any position, make any election or adopt any method
that is inconsistent with positions taken, elections made or methods used in
preparing or filing similar returns or reports in prior periods; or (viii)
authorize or propose any of the foregoing, or enter into any contract,
agreement, commitment, understanding or arrangement to do any of the foregoing;

(d) ShopKo shall not, directly or indirectly, (i) issue, sell, pledge
or dispose of, or authorize, propose or agree to the issuance, sale, pledge or
disposition of, any shares of, or any options, warrants or rights of any kind to
acquire any shares of, or any securities convertible into or exchangeable or
exercisable for any shares of, its capital stock or other equity interests of
any class or any other securities in respect of, in lieu of, or in substitution
for, shares of its common stock or other equity interests outstanding on the
date hereof; (ii) acquire (by merger, consolidation or acquisition of stock or
assets) any corporation, partnership or other business organization or entity or
division thereof, or make any investment in any entity, either by purchase of
stock or other securities, contributions to capital, property transfer or
purchase of any property or assets, other than cash management transactions in
the ordinary course of business and consistent with past practice; (iii) except
in the ordinary course of business and consistent with past practice, incur any
indebtedness for borrowed money or issue any debt securities or assume,
guarantee, endorse or otherwise as an accommodation become responsible for, the
obligations of any other Person, or make any loans or advances; (iv) authorize,
recommend or propose any change in its capitalization (other than the incurrence
of indebtedness otherwise permitted hereunder); (v) modify or change in any
material respect any existing material license, lease, contract or other
document, other than in the ordinary course of business and consistent with past
practice and other than changes to employment agreements in connection with the
Reorganization; or (vi) authorize or propose any of the foregoing, or enter into
or modify any contract, agreement, commitment or arrangement to do any of the
foregoing; and

(e) ShopKo shall not take, or agree, in writing or otherwise, to take
any of the foregoing actions or any action which would make any representation
or warranty in Section 2.1 untrue or incorrect in any material respect.

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3.2 CONDUCT OF BUSINESS BY PHAR-MOR PENDING THE REORGANIZATION.
Except as otherwise expressly contemplated hereby or disclosed on Schedule 3.2,
Phar-Mor covenants and agrees, with respect to Phar-Mor and its Subsidiaries
(unless the context otherwise requires, hereinafter any reference in this
Section 3.2 to "Phar-Mor" shall include each Phar-Mor Subsidiary, whether held
directly or indirectly by Phar-Mor), that, prior to the Effective Date, unless
ShopKo shall first otherwise expressly agree in writing or as otherwise
expressly contemplated by this Agreement:

(a) Phar-Mor shall conduct its businesses, or take any action, only
in the ordinary course of business and consistent with past practices, and shall
use its best efforts to maintain and preserve its business organization, assets,
employees and advantageous business relationships, to maintain all of its
properties in useful and good condition, and to continue to be covered to the
fullest extent under the insurance policies carried by Phar-Mor, including,
without limitation, public liability and property damage insurance in effect
with financially sound and reputable insurance companies in at least such
amounts and against such risks as are currently covered by such policies;

(b) Phar-Mor shall comply with (i) all applicable statutes, laws,
ordinances, regulations, rules, orders and other legal requirements of any
foreign, federal, state or local government, authority or any other governmental
department or agency, and any judgments, decrees or orders of any court,
applicable to its business or operations and (ii) all contracts, commitments and
other agreements to which it is a party, except where any such violations or
failures to comply with respect to clauses (i) or (ii) will not, individually or
in the aggregate, result in a Phar-Mor Material Adverse Effect.

(c) Phar-Mor shall not, directly or indirectly, do any of the
following: (i) except in the ordinary course of business and consistent with
past practice, sell, pledge, dispose of or encumber any assets of Phar-Mor
(including, without limitation, any indebtedness owned or any claims held); (ii)
whether or not in the ordinary course of business or consistent with past
practice, sell or dispose of any material assets of Phar-Mor; (iii) amend its
articles of incorporation or by-laws or similar organizational documents; (iv)
split, combine or reclassify any shares of its capital stock or other equity
interests or declare, set aside or pay any dividend or distribution, payable in
cash, stock, property or otherwise with respect to any of its capital stock or
other equity interests; (v) redeem, purchase or otherwise acquire any of its
capital stock or other equity interests; (vi) adopt a plan of complete or
partial liquidation or resolutions providing for the complete or partial
liquidation, dissolution, merger, consolidation, restructuring, recapitalization
or other reorganization; (vii) prepare or file any tax return or tax report
inconsistent with past practice or, on any such return or report, take any
position, make any election or adopt any method that is inconsistent with
positions taken, elections made or methods used in preparing or filing similar
returns or reports in prior periods; or (viii) authorize or propose any of the
foregoing, or enter into any contract, agreement, commitment, understanding or
arrangement to do any of the foregoing;

(d) Phar-Mor shall not, directly or indirectly, (i) issue, sell,
pledge or dispose of, or authorize, propose or agree to the issuance, sale,
pledge or disposition of, any shares of, or any options, warrants or rights of
any kind to acquire any shares of, or any securities convertible into or
exchangeable or exercisable for any shares of, its capital stock or other equity
interests of any class or any other securities in respect of, in lieu of, or in
substitution for, shares of its common stock or

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other equity interests outstanding on the date hereof; (ii) acquire (by merger,
consolidation or acquisition of stock or assets) any corporation, partnership or
other business organization or entity or division thereof, or make any
investment in any entity, either by purchase of stock or other securities,
contributions to capital, property transfer or purchase of any property or
assets, other than cash management transactions in the ordinary course of
business and consistent with past practice; (iii) except in the ordinary course
of business and consistent with past practice, incur any indebtedness for
borrowed money or issue any debt securities or assume, guarantee, endorse or
otherwise as an accommodation become responsible for, the obligations of any
other Person, or make any loans or advances; (iv) authorize, recommend or
propose any change in its capitalization (other than the incurrence of
indebtedness otherwise permitted hereunder); (v) modify or change in any
material respect any existing material license, lease, contract or other
document, other than in the ordinary course of business and consistent with past
practice and other than changes to employment agreements in connection with the
Reorganization; or (vi) authorize or propose any of the foregoing, or enter into
or modify any contract, agreement, commitment or arrangement to do any of the
foregoing; and

(e) Phar-Mor shall not take, or agree, in writing or otherwise, to
take any of the foregoing actions or any action which would make any
representation or warranty in Section 2.2 untrue or incorrect in any material
respect.

3.3 CONDUCT OF BUSINESS BY PARENT PENDING THE REORGANIZATION. Except
as otherwise expressly contemplated hereby, Parent covenants and agrees that,
before the Effective Date, it shall conduct no business and shall not have any
assets, liabilities, employees or operations.

3.4 CONSENTS. With respect to all leases, licenses, and other
contracts and instruments and rights of any party hereto which require the
consent of a third party in the event of a transaction similar to the
Reorganization, such party shall use its reasonable efforts to obtain, or caused
to be obtained, such consents; provided that no party shall make any payment or
deliver value in excess of $500,000 to obtain such consents without the prior
written consent of the other parties hereto.

ARTICLE IV

ADDITIONAL AGREEMENTS

4.1 PROXY STATEMENT; OTHER FILINGS.

(a) As promptly as practicable after the date hereof, Parent, Phar-
Mor and ShopKo shall prepare and file with the Commission, and shall use their
respective best efforts to have declared effective or cleared, as the case may
be, by the Commission, a Registration Statement on Form S-4 under the Securities
Act and a joint proxy statement and form of proxy under the Exchange Act with
respect to the Phar-Mor Special Meeting and the ShopKo Special Meeting. Promptly
after such Registration Statement becomes effective under the Securities Act,
Phar-Mor and ShopKo shall mail such proxy statement and proxy to their
respective shareholders. The term "Proxy Statement" shall mean such joint proxy
statement at the time it initially is mailed to holders of ShopKo Common Shares
and Phar-Mor Common Shares and all amendments or supplements thereto, if any,
similarly

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filed and mailed. As soon as practicable after the date hereof ShopKo and Phar-
Mor shall promptly prepare and file any other filings required under the
Exchange Act or any other federal or state securities law relating to the
Reorganization and the transactions contemplated herein ("Other Filings").
ShopKo and Phar-Mor shall use their respective best efforts to obtain and
furnish the information required to be included in the Proxy Statement and any
Other Filings and to respond promptly to any comments made by the Commission or
any other governmental official with respect to the Proxy Statement and any
Other Filing and any preliminary version thereof. The information provided and
to be provided by ShopKo and Phar-Mor, respectively, for use in the Proxy
Statement and any Other Filings shall not, on the date the Proxy Statement is
first mailed to holders of ShopKo Common Shares or Phar-Mor Common Shares or any
Other Filing is filed with the appropriate governmental official and, in the
case of the Proxy Statement, on the dates of the ShopKo Special Meeting or the
Phar-Mor Special Meeting, respectively, contain any statement which, at the time
of and in light of the circumstances under which it is made, is false and
misleading with respect to any material fact, or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein not false or misleading or necessary to correct any statement in any
earlier communication which has become false or misleading, and ShopKo and Phar-
Mor each agree to correct any such information provided by it for use in the
Proxy Statement or any Other Filings which shall have become false or
misleading. The Proxy Statement shall comply as to form in all material
respects with all applicable requirements of federal and state securities laws.

(b) Parent shall take such action as may be reasonably required to cause
the Parent Common Shares issuable in the Reorganization to be registered or to
obtain an exemption from registration under applicable state "blue sky" or
securities laws; provided, however, that Parent shall not be required to
register or qualify as a foreign corporation or to take other action which would
subject it to service of process in any jurisdiction where it will not be,
following the Effective Date, so subject.

4.2 SHAREHOLDER APPROVALS.

(a) ShopKo shall, as soon as reasonably practicable after the date
hereof, (i) take all steps necessary duly to call, give notice of, convene and
hold a special meeting of its shareholders ("ShopKo Special Meeting") for the
purpose of securing the approval and adoption of the ShopKo Plan by the holders
of a majority of the issued and outstanding ShopKo Common Shares ("ShopKo
Shareholders' Approval"), (ii) distribute to its shareholders the Proxy
Statement in accordance with applicable federal and state law and with its
articles of incorporation and by-laws, (iii) subject to the fiduciary duties of
the ShopKo Board, recommend to its shareholders the approval of the ShopKo Plan,
and (iv) cooperate and consult with Phar-Mor with respect to each of the
foregoing matters.

fiduciary duties of the Phar-Mor Board, recommend to its shareholders the
approval of the Phar-Mor Plan, and (iv) cooperate and consult with ShopKo with
respect to each of the foregoing matters.

(c) The ShopKo Special Meeting for the purpose of securing the ShopKo
Shareholders' Approval and the Phar-Mor Special Meeting for the purpose of
securing the Phar-Mor Shareholders' Approval, shall be held on or before such
date or dates as ShopKo and Phar-Mor shall jointly determine.

4.3 LEGAL REQUIREMENTS FOR REORGANIZATION.

(a) ShopKo will take all reasonable actions necessary to comply promptly
with all legal requirements which may be imposed on it with respect to the
Reorganization and will promptly cooperate with and furnish information to Phar-
Mor in connection with any such requirements imposed upon Phar-Mor or any Phar-
Mor Subsidiary in connection with the Reorganization.

(b) Phar-Mor will take all reasonable actions necessary to comply promptly
with all legal requirements which may be imposed on it with respect to the
Reorganization and will promptly cooperate with and furnish information to
ShopKo in connection with any such requirements imposed upon either ShopKo or
any ShopKo Subsidiary in connection with the Reorganization.

(c) ShopKo and Phar-Mor shall each file or cause to be filed with the
Federal Trade Commission and the Department of Justice any notifications
required to be filed under the HSR Act, and the rules and regulations
promulgated thereunder with respect to the Reorganization Plan, and shall use
all commercially reasonable efforts to make such filing promptly and to respond
promptly to any requests for additional information made by either of such
governmental authorities.

4.4 LISTING APPLICATION. Parent shall prepare and submit to the New York
Stock Exchange ("NYSE") a listing application covering Parent Common Shares to
be issued in the Reorganization, and shall use all reasonable efforts to obtain,
prior to the Effective Date, approval for the listing of such Parent Common
Shares upon official notice of issuance; provided, that if such approval is not
obtained, Parent shall promptly prepare and submit to Nasdaq a listing
application covering Parent Common Shares to be issued in the Reorganization,
and shall use all reasonable efforts to obtain, prior to the Effective Date,
approval for the listing of such Parent Common Shares upon official notice of
issuance.

4.5 EMPLOYMENT AGREEMENTS.

(a) Phar-Mor. Subject to the terms and conditions of such agreements and
arrangements, all existing employment agreements and severance arrangements
between Phar-Mor and any of its employees including all related health benefits,
will remain in place and be unaffected by the Reorganization.

(b) ShopKo. All existing employment agreements and severance arrangements
between ShopKo and its any of its employees including all related health
benefits, will remain in place and be unaffected by the Reorganization;
provided, that the existing severance agreements between

ShopKo and Dale P. Kramer, William J. Podany and Jeffrey A. Jones shall, in
connection with the Reorganization, be superseded by employment agreements
substantially in the forms attached hereto as Exhibits E, F and G,
respectively.

4.6 INVESTIGATIONS. Subject to currently existing contractual and legal
restrictions applicable to ShopKo (which ShopKo represents and warrants are not
material) or to Phar-Mor (which Phar-Mor represents and warrants are not
material), and upon reasonable notice, each of ShopKo and Phar-Mor shall (and
shall cause each of its Subsidiaries to) afford to officers, employees, counsel,
accountants and other authorized representatives of the other party ("Respective
Representatives") access, during normal business hours throughout the period
prior to the Effective Date or until this Agreement is terminated, to its
properties, books and records (including, without limitation, the work papers of
independent accountants) and, during such period, shall (and shall cause each of
its Subsidiaries to) furnish promptly to such Respective Representatives all
information concerning its business, properties and personnel as may reasonably
be requested; provided that no investigation pursuant to this Section shall
affect or be deemed to modify any of the respective representations or
warranties made by ShopKo or Phar-Mor.

4.7 CONFIDENTIALITY.

(a) Except for the use of information as required in connection with the
Registration Statement and any other governmental filings required in order to
complete the transactions contemplated herein, all information received by
ShopKo, Phar-Mor, or Parent and their respective representatives pursuant to the
terms of this Agreement (or as part of any due diligence investigation conducted
in connection prior to the execution thereof) shall be kept in strictest
confidence by the receiving party and its representatives. If the Reorganization
shall fail to be consummated, all copies of documents or extracts thereof
containing information and data as to one of the other parties, including all
information prepared by the receiving party or such receiving party's
representatives, shall be turned over to the party furnishing the same, except
that such information prepared by the receiving party or such receiving party's
representatives may be destroyed at the option of the receiving party, with
notice of such destruction (or return) to be confirmed in writing to the
disclosing party. Any information not so destroyed (or returned) shall remain
subject to these confidentiality provisions until the second anniversary of the
Effective Date.

(b) The foregoing confidentiality provisions shall not apply to such
portions of the information received which (i) are or become generally available
to the public through no action by the receiving party or by such party's
representatives or (ii) are or become available to the receiving party on a
nonconfidential basis from a source other than the disclosing party or its
representatives, which the receiving party believes, after reasonable inquiry,
it is not prohibited from disclosing such portions to it by a contractual, legal
or fiduciary obligation, and shall not apply to any disclosure by Parent of any
information disclosed by ShopKo or Phar-Mor, so long as such disclosure occurs
after the Closing.

4.8 NO SOLICITATION OF EMPLOYEES. Except as otherwise contemplated by the
terms of this Agreement, from the date of this Agreement through the Effective
Date and, in the event of a termination of this Agreement prior to Closing, for
a period of twelve months following the date

of such termination, no party hereto shall solicit the services of any then
current employee of any other party hereto without the express written consent
of such other party.

4.9 BEST EFFORTS; ADDITIONAL AGREEMENTS AND PROVISIONS. Subject to the
terms and conditions of this Agreement and the fiduciary duties of the Phar-Mor
Board and the ShopKo Board, respectively, under applicable law (as determined in
good faith by such board based on the advice of outside counsel), each of the
parties hereto agrees to use its reasonable efforts to take, or cause to be
taken, all action and to do, or cause to be done, all things necessary, proper,
or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement, including, without
limitation, the financing contemplated in Section 5.1(i). If any time after the
Effective Date any further action is necessary or desirable to carry out the
purposes of this Agreement, the proper officers and directors of each party to
this Agreement shall take all such necessary action. The parties hereto agree to
use their respective reasonable efforts to challenge any action, including using
all reasonable efforts to have any order or injunction vacated or reversed,
brought against any of the parties hereto seeking a temporary restraining order
or preliminary or permanent injunctive relief which would prohibit, or
materially interfere with, the consummation of the transactions contemplated by
this Agreement. Without limiting the foregoing provisions of this Section 4.9,
each of Phar-Mor and ShopKo acknowledge and agree that, prior to the Effective
Date, and subject to the provisions of this Agreement including, without
limitation, the covenants set forth in Article III hereof, Phar-Mor and ShopKo
shall continue to conduct their respective businesses independently and there
will be no transactions between Phar-Mor and ShopKo without the consent of their
respective boards of directors; provided, that each of the parties hereto shall
cooperate, and shall use its reasonable efforts to cause its respective officers
to cooperate, with each other party hereto so as to satisfy the conditions as to
financing hereunder and to plan an expeditious and orderly integration of the
businesses and operations of ShopKo and Phar-Mor as soon as practicable
following consummation of the Reorganization.

4.10 NO SOLICITATIONS. Each party hereto shall not, and shall cause its
Subsidiaries and its officers, directors, agents, representatives and affiliates
not to, directly or indirectly: initiate, solicit or encourage, or take any
action to facilitate the making of any offer or proposal which constitutes or is
reasonably likely to lead to any Takeover Proposal, or, in the event of any
unsolicited Takeover Proposal, engage in negotiations or provide any
confidential information or data to any Person relating to any Takeover
Proposal. Each party hereto shall notify the other party orally and in writing
of any inquiries, offers or proposals concerning any Takeover Proposal
(including, without limitation, the terms and conditions of any such inquiry,
offer or proposal and the identity of the Person making it), within 24 hours of
the receipt thereof and shall give the other party five days' advance written
notice of any agreement to be entered into with or any information to be
supplied to any Person making such inquiry, offer or proposal in accordance with
the last sentence of this Section 4.10. Each party hereto shall immediately
cease and cause to be terminated all existing discussions and negotiations, if
any, with any parties conducted heretofore with respect to any Takeover
Proposal. As used in this Section 4.10, "Takeover Proposal" shall mean any
tender or exchange offer, proposal for a merger, consolidation or other business
combination involving a substantial equity interest in or a substantial portion
of the assets of ShopKo or Phar-Mor, or any proposal or offer to acquire in any
manner a substantial equity interest in, or a substantial portion of the assets
of, ShopKo or Phar-Mor other than pursuant to the transactions contemplated by
this

Agreement. Notwithstanding anything in this Section 4.10 to the contrary, unless
the ShopKo Shareholders' Approval and the Phar-Mor Shareholders' Approval have
been obtained, any party hereto may, to the extent required by the fiduciary
duties of the Board of Directors of such party under applicable law (as
determined in good faith by the Board of Directors of such party based on the
advice of outside counsel), participate in discussions or negotiations with,
furnish information to, and afford access to the properties, books and records
of such party and its Subsidiaries to any Person in connection with a possible
Takeover Proposal with respect to such party by such Person.

4.11 AFFILIATES. Phar-Mor and ShopKo each will use its best efforts to
obtain and deliver on or prior to the Effective Date written undertakings from
all Persons who, it reasonably believes, are "Affiliates" of Phar-Mor or ShopKo
within the meaning of Rule 145 promulgated by the Commission under the
Securities Act, which undertakings shall, in form and substance reasonably
satisfactory to Swidler & Berlin, Chartered, obligate such "Affiliates" not to
sell or otherwise dispose of any of the Parent Common Shares received by them
pursuant to the Reorganization in violation of the registration requirements of
the Securities Act or the rules and regulations of the Commission promulgated
thereunder. Such undertakings shall provide that such "Affiliates" agree that
for a reasonable period of time following the consummation of the Reorganization
there may be placed upon the certificates representing Parent Common Shares
received by them pursuant to the Reorganization, or any substitutions therefor,
a legend stating in substance that Parent may refuse to transfer such shares in
the absence of an effective registration statement as to such transfer, or an
opinion of counsel reasonably satisfactory to Swidler & Berlin, Chartered that
such registration is not required; provided, however, Parent agrees to remove
such legend at such time as the prohibitions are no longer in effect.

4.12 PERIODIC REPORTS. Each of Phar-Mor and ShopKo covenants that it will
file with the Commission on a timely basis all periodic reports required to be
filed by it by the federal securities laws and the rules and regulations of the
Commission thereunder from the date of this Agreement through the Effective
Date, and that each such report will not contain any untrue statement of
material fact or omit to state any material fact required to be stated therein
or necessary to make statement therein, in the light of the circumstances under
which they were made, not misleading.

4.13 DIRECTORS' AND OFFICERS' INDEMNIFICATION. It is understood and agreed
that each of Phar-Mor and ShopKo shall continue to keep in full force and effect
(a) the provisions of its respective Articles of Incorporation and Bylaws
regarding indemnification and limitation of liabilities of officers and
directors and (b) for a period of six years after expiration of the respective
policies as currently in force, the existing "directors' and officers'
insurance" coverage maintained by each of Phar-Mor and ShopKo. This Section 4.13
shall survive the consummation of the Reorganization. At the consummation of the
Reorganization, and as a condition thereto, Phar-Mor and ShopKo shall each
affirm in writing to each of its respective officers and directors the
obligations of Phar-Mor and ShopKo, respectively, under this Section 4.13.
Parent shall guarantee the obligations of Phar-Mor and ShopKo under this Section
4.13.

4.14 PARENT BUY BACK. Parent covenants and agrees that, immediately upon
the effectiveness of the Reorganization, it shall consummate the Parent Buy
Back, subject to the terms and conditions of the Stock Purchase Agreement. In
the event of termination of this Agreement

other than as a result of a material breach hereof by ShopKo, on the one hand,
or Phar-Mor, on the other, all expenses, fees (including filing fees), financing
commitment and other costs incurred by the parties hereto in connection with the
Parent Buy-Back Financing shall be borne 75% by ShopKo and 25% by Phar-Mor.

4.15 EXPENSES. Except as otherwise provided in Sections 4.14 and
6.2, each party shall bear its respective expenses and legal fees incurred with
respect to this Agreement and the transactions contemplated hereby.

ARTICLE V

CONDITIONS PRECEDENT

5.1 CONDITIONS TO THE OBLIGATIONS OF EACH PARTY TO EFFECT THE
REORGANIZATION. The respective obligations of each of the parties to effect the
Reorganization shall be subject to the satisfaction or waiver of each of the
following conditions:

(a) Approval of Holders of Phar-Mor Common Shares. The Phar-Mor Plan
shall have been approved and adopted by the required affirmative vote of the
holders of the outstanding Phar-Mor Common Shares in accordance with
Pennsylvania Law and Phar-Mor's Articles of Incorporation and Bylaws voting at a
meeting in which a quorum is present.

(b) Approval of Holders of ShopKo Common Shares. The ShopKo Plan
shall have been approved and adopted by the required affirmative vote of the
holders of the outstanding ShopKo Common Shares in accordance with Minnesota Law
and ShopKo's Articles of Incorporation and Bylaws voting at a meeting in which a
quorum is present.

(c) Registration Statement. The Registration Statement shall have
been declared effective and shall be effective on the Effective Date, and no
stop order suspending effectiveness shall have been issued, no action, suit,
proceeding or investigation by the Commission to suspend the effectiveness
thereof shall have been initiated and be continuing, and all necessary approvals
under state securities laws or the Securities Act or Exchange Act relating to
the issuance or trading of the Parent Common Shares shall have been received and
shall be in full force and effect.

(d) HSR Act. Any waiting period (and any extension thereof)
applicable to the consummation of the Reorganization under the HSR Act shall
have expired or been terminated.

(e) Injunction. On the Effective Date there shall be no judgment,
decree, injunction, ruling or order of any court, governmental department,
authority, commission, agency or instrumentality outstanding against Parent,
Phar-Mor or ShopKo which prohibits, restricts or delays consummation of the
Reorganization or the Parent Buy Back or the satisfaction of any of the
conditions to the consummation of the Reorganization or the Parent Buy Back, or
limits in any material respect the right of Parent to control, from and after
the Effective Date (i) ShopKo or any

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material aspect of the business of ShopKo and the ShopKo Subsidiaries or (ii)
Phar-Mor or any material aspect of the business of Phar-Mor and the Phar-Mor
Subsidiaries.

(f) Exchange Listing. The Parent Common Shares required to be issued
hereunder shall have been approved for listing on NYSE or Nasdaq, subject to
official notice of issuance.

(g) Credit Facilities. Each of ShopKo and Phar-Mor shall have
received written confirmation of the continuation of their respective existing
financing facilities prior to or effective as of Closing, or, in the
alternative, a working capital facility commitment in form and substance
reasonably acceptable to Phar-Mor and ShopKo, to be entered into prior to or
concurrently with the Closing.

(h) Dissenters' Rights. Holders of ShopKo Common Shares holding in
excess of 5% of the ShopKo Common Shares shall not have exercised appraisal
rights under Minnesota Law.

(i) Parent Buy Back. At the Effective Date, there shall exist no
condition or circumstance that would reasonably be expected to prevent or delay
the consummation of the transactions contemplated in that certain Stock Purchase
Agreement among Parent, Supervalu and Supermarket, dated as of the date of this
Agreement, a copy of which is attached hereto as Exhibit H (the "Stock Purchase
Agreement"), pursuant to which, immediately following the consummation of the
Reorganization, Parent will on the Effective Date acquire all of the Parent
Common Shares received by Supermarket as a result of the Reorganization (the
"Parent Buy Back"). All documentation, payments and deliveries necessary to
consummate the Parent Buy Back pursuant to the terms of the Stock Purchase
Agreement shall be completed at or before Closing and held in escrow pending the
Effective Date. Without limiting the foregoing, at the Effective Date, Parent
shall have received a financing commitment or other reasonable assurances from
one or more underwriters, placement agents or other financing sources (on terms
and conditions reasonably acceptable to each of Parent, Phar-Mor and ShopKo)
that Parent (together with its Subsidiaries from and after the Effective Date)
may obtain financing of at least $100 million (the "Parent Buy-Back Financing"),
and all documents and deliveries necessary to consummate such financing shall be
completed at or before Closing and held in escrow pending the Effective Date.
Notwithstanding any provision to the contrary, the conditions set forth in this
Section 5.1(i) may not be waived without the prior written consent of Supervalu,
which consent may not be unreasonably withheld or delayed.

(j) Solvency Opinion. Each of Parent, Phar-Mor, Supervalu and ShopKo
shall have received a solvency opinion from a nationally recognized valuation
firm reasonably acceptable to each of Parent, Phar-Mor and ShopKo, dated the
Effective Date, in a form reasonably acceptable to Parent, Phar-Mor and ShopKo.

5.2 ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF PHAR-MOR AND PARENT.
The obligations of Phar-Mor and Parent to effect the Reorganization are also
subject to the satisfaction or waiver of each of the following conditions, as
determined by the Phar-Mor Board:

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(a) Agreements. ShopKo shall have performed in all material respects
each covenant, agreement, obligation and condition to be performed or complied
with by it hereunder on or prior to the Effective Date.

(b) Representations and Warranties. The representations and
warranties of ShopKo set forth in this Agreement shall be true and correct in
all material respects at and as of the Effective Date as if made at and as of
such time, except to the extent that any such representation or warranty is made
as of a specified date, in which case such representation or warranty shall have
been true and correct in all material respects as of such date.

(c) Officer's Certificate. Phar-Mor shall have received a
certificate, dated as of the Effective Date, of the President or a Vice
President of ShopKo to the effect that, to the best of the knowledge,
information and belief of such officer, the conditions specified in paragraphs
(a) and (b) above have been fulfilled.

(d) Lack of Adverse Change. Since the date hereof, there shall have
been no ShopKo Material Adverse Effect.

(e) Consents from Third Parties. All necessary consents set forth on
Schedule 5.2 in connection with the transactions contemplated by this Agreement
shall have been received.

(f) Tax Effect of the Reorganization. Phar-Mor shall have received
an opinion dated as of the Effective Date from Swidler & Berlin, Chartered,
counsel for Phar-Mor, to the effect that the Reorganization will be treated, for
federal income tax purposes, as a tax-free transfer of property to Parent by the
holders of Phar-Mor Common Shares, to the extent such holders receive Parent
Common Shares in the Reorganization.

(g) Letters from Accountants. Parent and Phar-Mor shall have
received two letters, one dated as of the date the Proxy Statement is mailed to
the shareholders of ShopKo and the other dated as of the Effective Date, from
Deloitte & Touche confirming that they are independent accountants with respect
to ShopKo and its Subsidiaries, and stating in effect that (i) in their opinion
the financial statements examined by them and included or incorporated by
reference in the Proxy Statement comply as to form in all material respects with
the applicable accounting requirements of the Securities Act, the Exchange Act
and the published rules and regulations thereunder, and (ii) on the basis of a
reading of the latest available interim financial statements of ShopKo and its
Subsidiaries, inquiries of officials of ShopKo and its Subsidiaries responsible
for financial and accounting matters, and a reading of the minutes of ShopKo and
its Subsidiaries as set forth in the minute books to a specified day not more
than five days prior to the date of delivery of such letter, nothing came to
their attention that caused them to believe that:

(i) any unaudited consolidated condensed financial statements of
ShopKo and its Subsidiaries in the Proxy Statement do not comply as to
form in all material respects with the applicable accounting
requirements of the Securities Act and the published rules and
regulations thereunder and are not in conformity with generally
accepted accounting

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principles applied on a basis substantially consistent with that of
the most recent ShopKo audited financial statements included in, or
incorporated into, the Proxy Statement;

(ii) any unaudited consolidated financial statements of ShopKo
and its Subsidiaries prepared subsequent to the date of the Proxy
Statement are not prepared on a basis substantially consistent with
that of the most recent ShopKo audited financial statements included
in, or incorporated into, the Proxy Statement; and

(iii) for the period subsequent to the date of the latest
available unaudited consolidated financial statements of ShopKo and
its Subsidiaries and as of a specified date not more than five (5)
days prior to the date of delivery of such letter, there was any
change in capital stock and any increases in consolidated long-term
debt or any decrease in consolidated net assets as compared with
amounts shown on the most recent unaudited ShopKo balance sheet
included in, or incorporated into, the Proxy Statement, except for any
change, increase or decrease which the Proxy Statement discloses has
occurred or may occur;

(h) ShopKo Exchange. The ShopKo Exchange shall be consummated, in
accordance with the provisions hereof (without amendment, variance or waiver of
any provision unless approved in writing by Phar-Mor) as of the Effective Date,
simultaneously with consummation of the Phar-Mor Exchange.

(i) Resignation of ShopKo Board. Each member of the ShopKo Board
shall have submitted a written resignation to ShopKo, with copies to Phar-Mor,
which resignations shall be effective as of the Effective Date.

(j) Termination of Rights Agreement. Effective on or before the
Effective Date, the ShopKo Board shall have terminated the Rights Agreement
dated July 3, 1996, between ShopKo and Norwest Bank Minnesota, National
Association, and evidence of such termination shall be submitted to Phar-Mor at
Closing.

5.3 ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF SHOPKO. The
obligations of ShopKo to effect the Reorganization are also subject to the
satisfaction or waiver of each of the following conditions, as determined by the
ShopKo Board:

(a) Agreements. Phar-Mor shall have performed in all material
respects each covenant, agreement, obligation and condition to be performed or
complied with by it hereunder on or prior to the Effective Date.

(b) Representations and Warranties. The representations and
warranties of Phar-Mor set forth in this Agreement shall be true and correct in
all material respects at and as of the Effective Date as if made at and as of
such time, except to the extent that any such representation or warranty is made
as of a specified date, in which case such representation or warranty shall have
been true and correct in all material respect as of such date.

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(c) Officer's Certificate. ShopKo shall have received a certificate,
dated as of the Effective Date, of the President or a Vice President of Phar-Mor
to the effect that, to the best of the knowledge, information and belief of such
officer, the conditions specified in paragraphs (a) and (b) above have been
fulfilled.

(d) Lack of Adverse Change. Since the date hereof, there shall have
been no Phar-Mor Material Adverse Effect.

(e) Consents from Third Parties. All necessary consents set forth on
Schedule 5.3 in connection with the transactions contemplated by this Agreement
shall have been received.

(f) Tax Effect of the Reorganization. ShopKo shall have received an
opinion dated as of the Effective Date from Sidley & Austin, special counsel for
ShopKo, to the effect that the Reorganization will be treated, for federal
income tax purposes, as a tax-free transfer of property to Parent by the holders
of ShopKo Common Shares, to the extent such holders receive Parent Common Shares
in the Reorganization.

(g) Letters from Accountants. ShopKo shall have received two letters,
one dated as of the date the Proxy Statement is mailed to the shareholders of
Phar-Mor and the other dated as of the Effective Date, from Deloitte & Touche
confirming that they are independent accountants with respect to Phar-Mor and
its Subsidiaries, and stating in effect that (i) in their opinion the financial
statements examined by them and included or incorporated by reference in the
Proxy Statement comply as to form in all material respects with the applicable
accounting requirements of the Securities Act, the Exchange Act and the
published rules and regulations thereunder, and (ii) on the basis of a reading
of the latest available interim financial statements of Phar-Mor and its
Subsidiaries, inquiries of officials of Phar-Mor and its Subsidiaries
responsible for financial and accounting matters, and a reading of the minutes
of Phar-Mor and its Subsidiaries as set forth in the minute books to a specified
day not more than five days prior to the date of delivery of such letter,
nothing came to their attention that caused them to believe that:

(i) any unaudited consolidated condensed financial statements of
Phar-Mor and its Subsidiaries in the Proxy Statement do not comply as
to form in all material respects with the applicable accounting
requirements of the Securities Act and the published rules and
regulations thereunder and are not in conformity with generally
accepted accounting principles applied on a basis substantially
consistent with that of the most recent Phar-Mor audited financial
statements included in the Proxy Statement;

(ii) any unaudited consolidated financial statements of Phar-Mor
and its Subsidiaries prepared subsequent to the date of the Proxy
Statement are not prepared on a basis substantially consistent with
that of the most recent Phar-Mor audited financial statements included
in the Proxy Statement; and

(iii) for the period subsequent to the date of the latest
available unaudited consolidated financial statements of Phar-Mor and
its Subsidiaries and as of a specified date not more than five (5)
days prior to the date of delivery of such letter, there was any
change

-41-

in capital stock and any increases in consolidated long-term debt or
any decrease in consolidated net assets as compared with amounts shown
on the most recent Phar-Mor unaudited balance sheet included in the
Proxy Statement, except for any change, increase or decrease which the
Proxy Statement discloses has occurred or may occur;

(h) Phar-Mor Exchange. The Phar-Mor Exchange shall be consummated,
in accordance with the provisions hereof (without amendment, variance or waiver
of any provision unless approved in writing by ShopKo) as of the Effective Date,
simultaneously with consummation of the ShopKo Exchange.

ARTICLE VI

TERMINATION, AMENDMENT AND WAIVER

6.1 TERMINATION. This Agreement may be terminated at any time prior to
the Effective Date:

(a) by mutual consent of the Phar-Mor Board and the ShopKo Board;

(b) by the Phar-Mor Board or the ShopKo Board (i) if the Effective
Date shall not have occurred on or before March 31, 1997; (ii) if any state or
federal law, order, rule or regulation is adopted or issued, which has the
effect, as supported by the written opinion of outside counsel for such party,
of prohibiting the Reorganization or the Parent Buy Back or (iii) if any court
of competent jurisdiction in the United States or any State shall have issued an
order, judgment or decree permanently restraining, enjoining or otherwise
prohibiting the Reorganization or the Parent Buy Back, and such order, judgment
or decree shall have become final and nonappealable;

(c) by the Phar-Mor Board or the ShopKo Board if at the Phar-Mor
Special Meeting or the ShopKo Special Meeting (including any adjournment
thereof), the Phar-Mor Plan or the ShopKo Plan, respectively, shall fail to be
approved and adopted by the votes referred to in Section 5.1;

(d) by the Phar-Mor Board prior to the date originally set forth in
the Proxy Statement for the ShopKo Special Meeting if the Exchange Ratio, as
adjusted, shall be greater than 3.140, unless ShopKo agrees, by written notice
delivered to Phar-Mor within three (3) days after the end of the Pricing Period,
that the Exchange Ratio shall be set at 3.140;

(e) by the ShopKo Board prior to the date originally set forth in the
Proxy Statement for the ShopKo Special Meeting if the Exchange Ratio, as
adjusted, shall be less than 1.895, unless Phar-Mor agrees, by written notice
delivered to ShopKo within three (3) days after the end of the Pricing Period,
that the Exchange Ratio shall be set at 1.895;

(f) by the Phar-Mor Board in the event there has been a material
breach of any representation, warranty, covenant or agreement contained in this
Agreement on the part of ShopKo and such breach has not been cured within ten
(10) business days after notice thereof to ShopKo;

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provided, that Phar-Mor is not in material breach of the terms of this
Agreement; and provided further, that no cure period shall be required for a
breach which by its nature cannot be cured;

(g) by the ShopKo Board in the event there has been a material breach
of any representation, warranty, covenant or agreement contained in this
Agreement on the part of Phar-Mor and such breach has not been cured within ten
(10) business days after notice thereof to Phar-Mor; provided, that ShopKo is
not in material breach of the terms of this Agreement; and provided further,
that no cure period shall be required for a breach which by its nature cannot be
cured;

(h) by ShopKo, upon five days' prior written notice to Phar-Mor, if,
as a result of a tender offer by a party other than Phar-Mor or any of its
affiliates or any written offer or proposal with respect to a merger or sale of
a material portion of its assets or other business combination (each, a
"Business Combination") by a party other than Phar-Mor or any of its affiliates,
the ShopKo Board determines in good faith that its fiduciary obligations under
applicable law require that such tender offer or other written offer or proposal
be accepted; provided, however, that (i) the ShopKo Board shall have been
advised in writing by outside counsel that notwithstanding a binding commitment
to consummate an agreement of the nature of this Agreement entered into in the
proper exercise of their applicable fiduciary duties, such fiduciary duties
would also require the directors to reconsider such commitment as a result of
such tender offer or other written offer or proposal; and (ii) prior to any such
termination, ShopKo shall, and shall cause its respective financial and legal
advisors to, negotiate in good faith with Phar-Mor to make such adjustments in
the terms and conditions of this Agreement as would enable ShopKo to proceed
with the transactions contemplated herein; provided, further, that ShopKo and
Phar-Mor acknowledge and affirm that notwithstanding anything in this Section
6.1(h) to the contrary, the parties hereto intend this Agreement to be an
exclusive agreement and, accordingly, nothing in this Agreement is intended to
constitute a solicitation of an offer or proposal for a Business Combination, it
being acknowledged and agreed that any such offer or proposal would interfere
with the strategic advantages and benefits which the parties expect to derive
from the Reorganization;

(i) by Phar-Mor, upon five days' prior written notice to ShopKo if,
as a result of a tender offer by a party other than ShopKo or any of its
affiliates or any written offer or proposal with respect to a Business
Combination by a party other than ShopKo or any of its affiliates, the Phar-Mor
Board determines in good faith that its fiduciary obligations under applicable
law require that such tender offer or other written offer or proposal be
accepted; provided, however, that (i) the Phar-Mor Board shall have been advised
in writing by outside counsel that notwithstanding a binding commitment to
consummate an agreement of the nature of this Agreement entered into in the
proper exercise of their applicable fiduciary duties, such fiduciary duties
would also require the directors to reconsider such commitment as a result of
such tender offer or other written offer or proposal; and (ii) prior to any such
termination, Phar-Mor shall, and shall cause its respective financial and legal
advisors to, negotiate in good faith with ShopKo to make such adjustments in the
terms and conditions of this Agreement as would enable Phar-Mor to proceed with
the transactions contemplated herein; provided, further, that ShopKo and Phar-
Mor acknowledge and affirm that notwithstanding anything in this Section 6.1(i)
to the contrary, the parties hereto intend this Agreement to be an exclusive
agreement and, accordingly, nothing in this Agreement is intended to constitute
a solicitation of an offer or proposal for a Business Combination, it being
acknowledged

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and agreed that any such offer or proposal would interfere with the strategic
advantages and benefits which the parties expect to derive from the
Reorganization;

(j) by ShopKo, if the Phar-Mor Board (i) shall withdraw or modify in
any manner adverse to ShopKo its approval of this Agreement and the transactions
contemplated hereby or its recommendation to its shareholders regarding the
approval of this Agreement, (ii) shall fail to reaffirm such approval or
recommendation upon the reasonable request of ShopKo, (iii) shall approve or
recommend any acquisition by a third party of Phar-Mor or a material portion of
its assets or any tender offer for the Phar-Mor Common Shares, or (iv) shall
resolve to take any of the actions specified in clause (i), (ii) or (iii);
provided, however, that ShopKo and Phar-Mor acknowledge and affirm that
notwithstanding anything in this Section 6.1(j) to the contrary, the parties
hereto intend this Agreement to be an exclusive agreement and, accordingly,
nothing in this Agreement is intended to constitute a solicitation of an offer
or proposal for a Business Combination, it being acknowledged and agreed that
any such offer or proposal would interfere with the strategic advantages and
benefits which the parties expect to derive from the Reorganization; and

(k) by Phar-Mor, if the ShopKo Board (i) shall withdraw or modify in
any manner adverse to Phar-Mor its approval of this Agreement and the
transactions contemplated hereby or its recommendation to its shareholders
regarding the approval of this Agreement, (ii) shall fail to reaffirm such
approval or recommendation upon the reasonable request of Phar-Mor, (iii) shall
approve or recommend any acquisition by a third party of ShopKo or a material
portion of its assets or any tender offer for the ShopKo Common Shares or (iv)
shall resolve to take any of the actions specified in clause (i), (ii) or (iii);
provided, however, that ShopKo and Phar-Mor acknowledge and affirm that
notwithstanding anything in this Section 6.1(k) to the contrary, the parties
hereto intend this Agreement to be an exclusive agreement and, accordingly,
nothing in this Agreement is intended to constitute a solicitation of an offer
or proposal for a Business Combination, it being acknowledged and agreed that
any such offer or proposal would interfere with the strategic advantages and
benefits which the parties expect to derive from the Reorganization.

6.2 EFFECT OF TERMINATION.

(a) In the event of termination of this Agreement as provided in
Sections 6.1(a) through 6.1(e), this Agreement shall forthwith become void and
there shall be no liability or obligation on the part of Phar-Mor or ShopKo or
their respective officers or directors; provided, however, that nothing in this
section shall release any party hereto from liability for any breach of this
Agreement.

(b) In the event of termination of this Agreement as a result of a
material breach thereof by ShopKo, on the one hand, or Phar-Mor, on the other,
the breaching party shall reimburse the non-breaching party for all expenses,
fees, financing commitments and other costs incurred by or on behalf of the non-
breaching party in connection with the Reorganization and the Parent Buy-Back
not in excess of $500,000, which remedy shall be in addition to, and not in lieu
of, all other remedies which the non-breaching party may have. In addition to
the foregoing:

(i) if this Agreement is terminated prior to the Effective Date
as provided in Section 6.1(f) and, prior to such termination, a ShopKo
Triggering Event shall have

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occurred, ShopKo shall pay Phar-Mor a fee of $15 million payable in
cash, plus any expenses identified in Section 6.2(b); and

(ii) if this Agreement is terminated prior to the Effective Date
as provided in Section 6.1(g) and prior to such termination, a Phar-
Mor Triggering Event shall have occurred, Phar-Mor shall pay ShopKo a
fee of $3 million payable in cash, plus any expenses identified in
Section 6.2(b).

(iii) If this Agreement is terminated (i) at such time that this
Agreement is terminable pursuant to one of Section 6.1(h) or Section
6.1(i) but not the other, or (ii) is terminated pursuant to Section
6.1(j) or Section 6.1(k), then (A) in the event of a termination
pursuant to Section 6.1(i) or Section 6.1(j) Phar-Mor shall pay to
ShopKo, and (B) in the event of a termination pursuant to Section
6.1(h) or Section 6.1(k), ShopKo shall pay to Phar-Mor, promptly (but
not later than five business days after such notice is received
pursuant to Section 6.1(h) or Section 6.1(i) or is given pursuant to
Section 6.1(j) or Section 6.1(k)) an amount equal to $15 million in
cash if required to be paid by ShopKo and $3 million in cash if
required to be paid by Phar-Mor, plus in each case cash in an amount
equal to all documented out-of-pocket expenses and fees incurred by
the other party (including, without limitation, fees and expenses
payable to all legal, accounting, financial, public relations and
other professional advisors arising out of, in connection with or
related to the Reorganization or the transactions contemplated by this
Agreement) not in excess of $500,000.

A "ShopKo Triggering Event" shall mean: (i) the acceptance in writing by ShopKo
of any Business Combination proposal; (ii) the recommendation by the ShopKo
Board not to oppose any tender offer for capital stock of ShopKo by a third
party; (iii) a withdrawal or material modification by the ShopKo Board of its
authorization, approval or recommendation to the shareholders of ShopKo with
respect to the ShopKo Plan or the failure by the ShopKo Board to approve or take
steps necessary to consummate the Reorganization; or (iv) the acquisition by any
person, entity or group (as the term is used in Section 13(d)(3) of the Exchange
Act ("Section 13(d)(3)"), other than Supervalu, of beneficial ownership with
respect to more than twenty percent (20%) of the ShopKo Common Shares. A
"Phar-Mor Triggering Event" shall mean (i) the acceptance in writing by Phar-Mor
of any Business Combination proposal; (ii) the recommendation of the Phar-Mor
Board not to oppose any tender offer for capital stock of Phar-Mor by a third
party; (iii) a withdrawal or material modification by the Phar-Mor Board of its
authorization, approval or recommendation to the shareholders of Phar-Mor with
respect to the Phar-Mor Plan or the failure by the Phar-Mor Board to approve or
take steps necessary to consummate the Reorganization; or (iv) the acquisition
by any person, entity or group (as the term is used in Section 13(d)(3)), other
than Hamilton Morgan and its affiliates, of beneficial ownership with respect to
more than twenty percent (20%) of the Phar-Mor Common Shares.

(c) The parties agree that the agreements contained in this Section
6.2(b) are an integral part of the transactions contemplated by this Agreement
and constitute liquidated damages and not a penalty. If one party fails to pay
promptly to the other any expense and/or fee due hereunder, the defaulting party
shall pay the costs and expenses (including legal fees and expenses) in
connection with any action, including the filing of any lawsuit or other legal
action, taken to collect payment,

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together with interest on the amount of any unpaid fee at the publicly
announced prime rate of Citibank, N.A. from the date such fee was required
to be paid.

(d) Notwithstanding anything herein to the contrary, the aggregate
amount payable by Phar-Mor and its affiliates pursuant to Section 6.2(b)
shall not exceed $3.5 million and the aggregate amount payable by ShopKo
and its affiliates pursuant to Section 6.2(b) shall not exceed $15.5
million.

6.3 AMENDMENT. This Agreement may be amended by an instrument in
writing approved by the Phar-Mor Board and the ShopKo Board and signed on
behalf of each of the parties hereto; provided, however, that after
adoption of this Agreement and the Reorganization by the shareholders of
Phar-Mor or ShopKo, no such amendment may be made without the further
approval of such approving shareholders except to the extent permitted by
Minnesota Law or Pennsylvania Law, as applicable.

6.4 WAIVER. At any time prior to the Effective Date, whether before
or after the Phar-Mor Special Meeting or the ShopKo Special Meeting, Phar-
Mor, by action taken by the Phar-Mor Board, or ShopKo, by action taken by
the ShopKo Board, may (i) extend the time for the performance of any of the
obligations or other acts of any other party hereto or (ii) waive
compliance with any of the agreements of any other party or with any
conditions to its own obligations. Any agreement on the part of a party
hereto to any such extension or waiver shall be valid only if set forth in
an instrument in writing signed on behalf of such party by a duly
authorized officer.

ARTICLE VII

GENERAL PROVISIONS

7.1 NO SURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of the
representations and warranties of Phar-Mor or ShopKo contained in Article
II shall survive Closing. This Section 7.1 shall not limit any covenant or
agreement of the parties hereto which by its terms contemplates performance
after the Effective Date.

7.2 NOTICES. All notices and other communications hereunder shall be
in writing (including telex or similar writing) and shall be deemed given
if delivered in person or by messenger, cable, telegram or telex or
facsimile transmission or by a reputable overnight delivery service which
provides for evidence of receipt to the parties at the following addresses
or telecopier numbers (or at such other address, or telecopy number for a
party as shall be specified by like notice):

(a) if to ShopKo, to:

ShopKo Stores, Inc.
700 Pilgrim Way
P.O. Box 19060
Green Bay, WI 54307-9060
Attn: Richard J. Schepp

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with a copy to:

Randall J. Erickson, Esq.
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, WI 53202-3590

and

Thomas A. Cole, Esq.
Sidley & Austin
One First National Plaza
Chicago, IL 60603

(b) if to Phar-Mor or Parent, to:

Phar-Mor, Inc.
20 Federal Plaza West
Youngstown, OH 44501-0400
Attn: John R. Ficarro, General Counsel

with a copy to:

Morris F. DeFeo, Jr., Esq.
Swidler & Berlin, Chartered
3000 K Street, N.W.
Washington, D.C. 20007-5116

7.3 ENTIRE AGREEMENT. This Agreement (including the Exhibits and
Schedules hereto and the documents and the instruments referred to herein and
therein), constitutes the entire agreement and supersedes all prior and
contemporaneous agreements and understandings, both written and oral, among the
parties with respect to the subject matter hereof.

7.4 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without regard to the
principles of conflicts of law of such state, and, to the extent applicable,
Minnesota Law and Pennsylvania Law.

7.5 VALIDITY. The invalidity or unenforceability of any provisions
of this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, each of which shall remain in full force and
effect.

7.6 ASSIGNMENT. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any party hereto,
whether by operation of law or otherwise, without the express prior written
consent of each of the other parties hereto. Subject to the preceding

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sentence, this Agreement will be binding upon, inure to the benefit of and be
enforceable by the parties and their respective successors, heirs, legal
representatives and permitted assigns.

7.7 NO THIRD PARTY BENEFICIARIES. Except for the provisions in
Section 4.13 concerning indemnification, which are intended for the benefit only
of those Persons specified therein, Section 1.7 concerning Independent
Directors, which are intended for the benefit of the ShopKo Board and the Phar-
Mor Board as specified in such section, and Section 5.1(i), which, in addition
to the parties hereto, is also intended for the benefit of Supervalu, this
Agreement is not intended to confer upon any Person other than the parties
hereto any rights or remedies hereunder.

7.8 SEVERABILITY. If any term, provision, covenant or restriction of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void, unenforceable or against its regulatory policy, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.

7.9 INCORPORATION OF EXHIBITS AND SCHEDULES. The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof as if more fully set forth herein.

7.10 INTERPRETATION. When reference is made in this Agreement to
Annexes, Exhibits or Sections, such reference shall be to an Annex, Exhibit to
or Section of this Agreement unless otherwise indicated. The headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.

7.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

-48-

IN WITNESS WHEREOF, ShopKo, Phar-Mor and Parent have caused this
Agreement to be signed by their respective officers thereunto duly authorized as
of the date first above written.

SHOPKO STORES, INC.

By: /s/ Dale P. Kramer
----------------------------------------------
Name: Dale P. Kramer
Title: President and Chief Executive Officer

PHAR-MOR, INC.

By: /s/ Robert M. Haft
----------------------------------------------
Name: Robert M. Haft
Title: Chairman of the Board and Chief
Executive Officer

CABOT NOBLE, INC.

By: /s/ Robert M. Haft
----------------------------------------------
Name: Robert M. Haft
Title: Chairman of the Board and Chief
Executive Officer

-49-

FIRST AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this
"Amendment"), is made and entered into as of the 9th day of October 1996, by
and among Phar-Mor, Inc., a Pennsylvania corporation ("Phar-Mor"), ShopKo
Stores, Inc., a Minnesota corporation ("ShopKo"), and Cabot Noble, Inc., a
Delaware corporation ("Parent").

RECITALS

WHEREAS, Phar-Mor, ShopKo and Parent (together, the "Parties") have entered
into an Agreement and Plan of Reorganization dated as of September 7, 1996
(the "Agreement") pursuant to which, among other things, Phar-Mor and ShopKo
have agreed, subject to the satisfaction of certain covenants and conditions,
to a business combination pursuant to which each would become separate wholly
owned subsidiaries of Parent; and

WHEREAS, the Parties wish to amend the Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises and
agreements made herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, and intending to be
legally bound hereby, the Parties agree as follows:

I. DEFINITIONS. Unless otherwise defined in this Amendment, all
capitalized terms shall have the meanings given such terms in the
Agreement.

II. AMENDED EXHIBITS. Exhibit B to the Agreement, the Form of Revised
Certificate of Incorporation of Cabot Noble, and Exhibit H to the
Agreement, the Stock Purchase Agreement, are hereby deleted in their
entirety and replaced with Exhibit B and Exhibit H respectively, attached
hereto.

III. AMENDMENT TO ARTICLE I. Article I of the Agreement is hereby amended
by deleting Section 1.7 in its entirety and replacing it with the
following:

1.7 Board of Directors of Parent; Committees. The parties hereby agree
that (i) the current members of the Phar-Mor Board, (ii) Dale P. Kramer,
and (iii) two individuals selected by the ShopKo Board at least one of whom
(A) is not affiliated with ShopKo, Supervalu, Phar-Mor or Hamilton Morgan
(an "Independent Director") and (B) is selected in consultation with
Heidrick & Struggles, New York (or such other nationally recognized
executive search firm as may be approved by Phar-Mor and ShopKo)
(collectively, the "ShopKo Designees"), shall serve as members of the
Parent Board from and after the Effective Date (or from such later date as
ShopKo Designees are appointed pursuant to the provisions hereof), until
their respective successors are duly elected or appointed and qualified in
the manner provided in the By-Laws of Parent, or as otherwise provided by
law; provided that the ShopKo Board shall use reasonable efforts to
designate the ShopKo Designees before the Effective Date; and provided
further, that to the extent such ShopKo Designees are not designated on or
before the Effective Date, the right of ShopKo to appoint such designee as
contemplated by this Section 1.7 shall be enforceable by those Persons who
are members of the ShopKo Board as of the date of this Agreement. The
ShopKo Designees shall be subject to approval by the members of the Phar-
Mor Board who are not also officers or employees of Phar-Mor or affiliates
of Hamilton Morgan. Any individual selected by the Phar-Mor Board to fill
any vacancy on the Phar-Mor Board shall be selected in consultation with
Heidrick & Struggles, New York (or such other nationally recognized
executive search firm as may be approved by Phar-Mor and ShopKo), and shall
be an individual that (i) is neither an officer or employee of Phar-Mor nor
an affiliate of Hamilton Morgan, and (ii) is approved by the members of the
ShopKo Board who are not also officers or employees of ShopKo or Supervalu,
directors of Supervalu or otherwise affiliated with Supervalu. The Parent
Board shall be classified into three classes of approximately equal size,
with an equal number of Independent Directors serving in each class to the
extent possible. The Parent Board shall establish a Compensation Committee
and Audit Committee which shall consist of two or more Independent
Directors selected by the Parent Board. The entire Parent Board shall serve
as its Nominating Committee.

A-I-1

IV. AMENDMENTS TO ARTICLE IV. Article IV of the Agreement is hereby
amended by deleting Subsection 4.2(b) in its entirety and replacing it with
the following:

(b) Phar-Mor shall, as soon as reasonably practicable after the date
hereof, (i) take all steps necessary to call, give notice of, convene
and hold a special meeting of its shareholders ("Phar-Mor Special
Meeting") for the purpose of securing the approval and adoption of the
Phar-Mor Plan by the holders of a majority of the Phar-Mor Common
Shares represented at the Phar-Mor Special Meeting (or any adjournments
thereof) at which a quorum is present, in person or by proxy, and
entitled to vote ("Phar-Mor Shareholders' Approval"), (ii) distribute
to its shareholders the Proxy Statement in accordance with applicable
federal and state law and its articles of incorporation and by-laws,
(iii) subject to the fiduciary duties of the Phar-Mor Board, recommend
to its shareholders the approval of the Phar-Mor Plan, and (iv)
cooperate and consult with ShopKo with respect to each of the foregoing
matters.

V. AMENDMENT TO ARTICLE V. Article V of the Agreement is hereby amended
by deleting Subsection 5.1(i) in its entirety and replacing it with the
following:

(i) Parent Buy Back. At the Effective Date, there shall exist no
condition of circumstance that would reasonably be expected to prevent
or delay the consummation of the transactions contemplated in that
certain Stock Purchase Agreement among Parent, Supervalu and
Supermarket, dated as of the date of this Agreement, a copy of which is
attached hereto as Exhibit H (the "Stock Purchase Agreement"), pursuant
to which, immediately following the consummation of the Reorganization,
Parent will on the Effective Date acquire 90% of the Parent Common
Shares received by Supermarket as a result of the Reorganization (the
"Parent Buy Back"). All documentation, payments and deliveries
necessary to consummate the Parent Buy Back pursuant to the terms of
the Stock Purchase Agreement shall be completed at or before Closing
and held in escrow pending the Effective Date. Without limiting the
foregoing, at the Effective Date, Parent shall have received a
financing commitment or other reasonable assurances from one or more
underwriters, placement agents, banks or other financing sources, which
may include the credit facilities referred to in Section 5.1(g) (on
terms and conditions reasonably acceptable to each of Parent, Phar-Mor
and ShopKo) that Parent (together with its Subsidiaries from and after
the Effective Date) may obtain financing of at least $75 million (the
"Parent Buy-Back Financing"), and all documents and deliveries
necessary to consummate such financing shall be completed at or before
Closing and held in escrow pending the Effective Date. Notwithstanding
any provisions to the contrary, the conditions set forth in this
Section 5.1(i) may not be waived without the prior written consent of
Supervalu, which consent may not be unreasonably withheld or delayed.

VI. RATIFICATION. Except as expressly amended by this Amendment, the
Agreement shall remain in full force and effect and the Agreement is hereby
ratified and confirmed as of the date first written above.

VII. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to the
principles of conflicts of law of such state.

VIII. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.

IX. RESTATEMENT. This Amendment may be incorporated into an amended and
restated version of the Agreement, which Agreement as amended and restated
shall be the Agreement and Plan of Reorganization dated as of September 7,
1997, as amended and restated as of October 9, 1996.

X. CORPORATE AUTHORITY. Each of Parent, ShopKo and Phar-Mor represents
that it has taken all necessary action to authorize the execution, delivery
and performance of this Amendment.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

A-I-2

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first above written.

ShopKo Stores, Inc.

/s/ Dale P. Kramer
By: _________________________________
Name:Dale P. Kramer
Title:President and Chief
Executive Officer

Phar-Mor, Inc.

/s/ Robert M. Haft
By: _________________________________
Name:Robert M. Haft
Title: Chairman of the Board and
Chief Executive Officer

Cabot Noble, Inc.

/s/ Robert M. Haft
By: _________________________________
Name:Robert M. Haft
Title: Chairman of the Board and
Chief Executive Officer

A-I-3

ANNEX B

October 9, 1996

Board of Directors
ShopKo Stores, Inc.
700 Pilgrim Way
Green Bay, WI 54307-9060

Members of the Board:

You have requested our opinion as to the fairness, from a financial point of
view, to the holders of Common Stock, par value $.01 per share ("ShopKo Common
Stock"), of ShopKo Stores, Inc. ("ShopKo") other than Supermarket Operators of
America, Inc. ("Supermarket") (such holders, collectively, the "Public
Stockholders"), of the Exchange Ratio (as defined below) to be used in the
proposed transaction (the "Transaction") among Cabot-Noble, Inc. ("Parent"),
ShopKo and Phar-Mor, Inc. ("Phar-Mor"). As part of the Transaction (i) each
issued and outstanding share of ShopKo Common Stock (other than shares owned
by ShopKo, Phar-Mor or any of their subsidiaries) will be deemed to be
exchanged (the "ShopKo Exchange") for 2.4 shares of Common Stock, par value
$.01 per share ("Parent Common Stock"), of Parent, subject to certain
adjustments (the "Exchange Ratio") as set forth in the Agreement and Plan of
Reorganization dated September 7, 1996, to be entered into among Parent,
ShopKo and Phar-Mor, as to be amended in accordance with the October 9, 1996,
draft first amendment to the Agreement and Plan of Reorganization (the
"Agreement"), (ii) each issued and outstanding share of Common Stock, par
value $.01 per share, of Phar-Mor (other than shares owned by ShopKo, Phar-Mor
or any of their subsidiaries) will be exchanged (the "Phar-Mor Exchange", and
together with the ShopKo Exchange, the "Exchanges") for one share of Parent
Common Stock and (iii) immediately following the consummation of the
Exchanges, ninety percent (90%) of the shares of Parent Common Stock held by
Supermarket as a result of the deemed exchange set forth in clause (i) above
will be purchased by Parent in exchange for (a) cash in the amount of
approximately $183.2 million and (b) a promissory note with an aggregate
principal amount of $40.4 million which will mature on January 31, 1997.

In connection with rendering our opinion, we have reviewed certain publicly
available information concerning ShopKo and Phar-Mor and certain other
financial information concerning ShopKo and Phar-Mor, including financial
forecasts, that were provided to us by ShopKo and Phar-Mor, respectively. We
have also received financial forecasts for Phar-Mor which were prepared by
ShopKo management by making adjustments to the forecasts prepared by Phar-Mor
management. We were not requested to and did not solicit third party
indications of interests in ShopKo. However, in arriving at our opinion, we
have considered information provided to us by ShopKo as to efforts made to
solicit indications of interest from third parties. We have discussed the past
and current business operations and financial condition of ShopKo and Phar-Mor
with certain officers and employees of ShopKo and Phar-Mor, respectively. We
have also considered such other information, financial studies, analyses,
investigations and financial, economic and market criteria that we deemed
relevant.

In our review and analysis and in arriving at our opinion, we have assumed
and relied upon the accuracy and completeness of the information reviewed by
us, and we have not assumed any responsibility for independent verification of
such information. With respect to the financial forecasts of ShopKo and Phar-
Mor, we have assumed that they have been reasonably prepared on bases
reflecting the best currently available estimates and judgements of the
respective managements of ShopKo or Phar-Mor as to the future financial
performance of ShopKo or Phar-Mor, respectively, and we express no opinion
with respect to such forecasts or the assumptions on which they are based. We
are also aware that ShopKo has paid regular quarterly dividends in recent
years and that Parent does not intend to pay cash dividends for the
foreseeable future. We have assumed that the synergies that the management of
ShopKo and Phar-Mor have projected will result from the Transaction will be
realized. We have not made or obtained or assumed any responsibility for
making or obtaining any independent evaluations or appraisals of any of the
assets (including properties and facilities) or liabilities of ShopKo or
Phar-Mor.

B-1

Our opinion is necessarily based upon conditions as they exist and can be
evaluated on the date hereof. Our opinion as expressed below does not imply
any conclusion as to the likely trading range for shares of Parent Common
Stock following the consummation of the Transaction, which may vary depending
upon, among other factors, changes in interest rates, dividend rates, market
conditions, general economic conditions and other factors that generally
influence the price of securities. Our opinion does not address ShopKo's
underlying business decision to effect the Transaction. Our opinion is
directed only to the fairness, from a financial point of view, of the Exchange
Ratio to the Public Stockholders and does not constitute a recommendation
concerning how such holders should vote with respect to the Transaction.

We have acted as financial advisor to the Board of Directors of ShopKo in
connection with the Transaction and will receive a fee for our services,
payment of which is contingent upon consummation of the Transaction. In the
ordinary course of business, we may actively trade the securities of ShopKo
and Phar-Mor for our own account and for the accounts of customers and,
accordingly, may at any time hold a long or short position in such securities.
Also, we have previously rendered certain investment banking and financial
advisory services to ShopKo for which we have received customary compensation.

Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Exchange Ratio is fair to the Public Stockholders from a
financial point of view.

Very truly yours,

Salomon Brothers Inc

B-2

ANNEX C

September 5, 1996

Board of Directors
PHAR-MOR, INC.
20 Federal Plaza West
Youngstown, OH 44503

Re: The proposed transaction pursuant to which (i) shareholders of Phar-
Mor, Inc. a Pennsylvania corporation ("Phar-Mor" or the "Company"), and
shareholders of ShopKo Stores, Inc., a Minnesota corporation
("ShopKo"), will exchange their shares of Phar-Mor Common Stock, par
value $0.01 per share, and ShopKo Common Stock, par value $0.01 per
share, respectively, for shares of the Common Stock, par value $0.01
per share of Cabot-Noble, Inc., a Delaware corporation ("Parent"), (ii)
ShopKo and Phar-Mor will become wholly owned subsidiaries of Parent,
and (iii) immediately following such transactions, Parent will acquire
all of the shares of the Common Stock, par value $0.01 per share,
("Parent Common Shares"), received by SuperValu, Inc., a Delaware
corporation ("SuperValu"), as a result of the exchange of ShopKo Common
Stock for Parent Common Shares (the "Exchange" and, together with the
share exchanges and the other transactions contemplated hereby, the
"Transaction"); all upon the terms and conditions presently set forth
in a draft Agreement and Plan of Reorganization (the "Agreement"),
dated September 5, 1996, by and among Phar-Mor, ShopKo, and Parent.

TO THE MEMBERS OF THE BOARD OF DIRECTORS:

You have requested our opinion as investment bankers as to the fairness,
from a financial point of view, to the holders of the outstanding shares of
common stock, par value $.01 per share (the "Common Stock"), of the Company
(the "Stockholders") of the consideration to be received by such Stockholders
pursuant to the Transaction (the "Consideration"). The terms and conditions of
the Transaction are more fully set forth in the Agreement.

Jefferies & Company, Inc. ("Jefferies"), as part of its investment banking
business, is regularly engaged in the evaluation of capital structures, the
valuation of businesses and their securities in connection with mergers and
acquisitions, negotiated underwritings, competitive biddings, secondary
distributions of listed and unlisted securities, private placements, financial
restructurings and other financial services. In the ordinary course of our
business, we may trade the securities of Phar-Mor and ShopKo for our own
account and for the accounts of customers and, accordingly, may at any time
hold a long or short position in those securities.

As you are aware, Jefferies will receive a fee for providing this opinion.
In addition to delivering this opinion, Jefferies has acted as exclusive
financial advisor to Phar-Mor in connection with the Transaction and has
actively assisted Phar-Mor in negotiating the terms thereof. Jefferies will
receive an additional fee in connection with the consummation of the
Transaction for acting in such capacity.

In conducting our analysis and arriving at the opinion expressed herein, we
have reviewed the draft of the Agreement, dated September 5, 1996 (including
any Exhibits thereto) and certain financial and other information that was
publicly available or furnished to us by Phar-Mor and ShopKo, including
certain internal financial analyses, budgets, reports and other information
prepared by the respective company's management. We have also held discussions
with various members of senior management of the Company and ShopKo concerning
each company's historical and current operations, financial conditions and
prospects, as well as the strategic and operating benefits anticipated from
the business combination. In addition, we have conducted such other reviews,
analyses and inquiries relating to ShopKo and Phar-Mor as we considered
appropriate in rendering this opinion.

In our review and analysis and in rendering this opinion, we have relied
upon, but have not independently investigated or verified, the accuracy,
completeness and fair presentation of all financial and other information that
was provided to us by Phar-Mor or ShopKo, or that was publicly available to us
(including, without

C-1

limitation, the information described above and the financial projections
prepared by Phar-Mor and ShopKo regarding the estimated future performance of
the respective companies before and after giving effect to the Transaction).
This opinion is expressly conditioned upon such information (whether written
or oral) being complete, accurate and fair in all respects.

With respect to the financial projections provided to and examined by us, we
note that projecting future results of any company is inherently subject to
vast uncertainty. You have informed us, however, and we have assumed with your
permission, that such projections were reasonably prepared on bases reflecting
the best currently available estimates and good faith judgments of the
respective managements of the companies as to the future performance of each
company. In addition, although we have performed sensitivity analyses thereon,
in rendering this opinion we have assumed, with your permission, that each
company will perform in accordance with such projections for all periods
specified therein. Although such projections did not form the principal basis
for our opinion, but rather constituted one of many items that we employed,
changes thereto could affect the opinion rendered herein. We have assumed,
with your permission, that the Transaction will be a tax free reorganization
and will be accounted for under the purchase accounting method.

We have not been requested to, and did not solicit third party indications
of interest in acquiring all or any part of the Company; or make any
independent evaluation or appraisal of the assets or liabilities of, nor
conducted a comprehensive physical inspection of any of the assets of, Phar-
Mor or ShopKo, nor have we been furnished with any such appraisals. Our
opinion is based on economic, monetary, political, market and other conditions
existing and which can be evaluated as of the date of this opinion (including,
without limitation, current market prices of the common stock of the Company
and Shopko); however, such conditions are subject to rapid and unpredictable
change and such changes could affect the conclusions expressed herein. We have
made no independent investigation of any legal matters affecting Phar-Mor or
ShopKo, and we have assumed the correctness of all legal and accounting advice
given to such parties and their respective boards of directors, including
(without limitation) advice as to the accounting and tax consequences of the
Transaction to Phar-Mor, ShopKo and their respective stockholders.

In rendering this opinion we have also assumed, with your permission, that:
(i) the terms and provisions contained in the definitive Agreement (including
the Exhibits thereto) will not differ from those contained in the drafts of
those documents we have heretofore reviewed; (ii) the conditions to the
consummation of the Transaction set forth in the Agreement will be satisfied
without material expense; (iii) there is not now, and there will not as a
result of the consummation of the transactions contemplated by the Agreement
be, any default, or event of default, under any indenture, credit agreement or
other material agreement or instrument to which Phar-Mor, ShopKo or any of
their respective subsidiaries or affiliates is a party; and (iv) the amount of
outstanding net indebtedness of ShopKo immediately after the closing of the
Transaction will be approximately $343.2 million.

Moreover, in rendering the opinion set forth below we note that the
consummation of the Transaction is conditioned upon the approval of Phar-Mor's
and ShopKo's stockholders, and we are not recommending that Phar-Mor, its
Board of Directors, any of its security holders or any other person should
take any specific action in connection with the Transaction. Our opinion does
not constitute a recommendation of the Transaction over any alternative
transactions which may be available to Phar-Mor, and does not address Phar-
Mor's underlying business decision to effect the Transaction. Finally, we are
not opining as to the market value of the Consideration to be received by the
Stockholders or the prices at which any of the securities of Parent may trade
upon and following the consummation of the Transaction.

Based upon and subject to the foregoing, and upon such other matters as we
consider relevant, it is our opinion as investment bankers that, as of the
date hereof, the Consideration to be received by the Stockholders is fair from
a financial point of view.

It is understood and agreed that this opinion is provided solely for the use
of the Board of Directors of Phar-Mor as one element in the Board's
consideration of the Transaction, and may not be used for any other

C-2

purpose, or otherwise referred to, relied upon or circulated, without our
prior written consent. Without limiting the foregoing, this opinion does not
constitute a recommendation to any Stockholder (or any other person) as to how
such person should vote with respect to the Transaction. We expressly disclaim
any undertaking or obligation to advise any person of any change in any fact
or matter affecting our opinion of which we become aware after the date
hereof. This opinion may be reproduced in full in any proxy statement mailed
to holders of Common Stock in connection with the Transaction but may not
otherwise be disclosed publicly in any manner without our prior written
approval.

Sincerely,

Jefferies & Company, Inc.

By: _________________________________
Name: Joseph J. Radecki, Jr.
Title:Executive Vice President

C-3

ANNEX D

EXCERPTED FROM THE MINNESOTA BUSINESS CORPORATION ACT

302A.471 RIGHTS OF DISSENTING SHAREHOLDERS.--Subdivision 1. Actions creating
rights. A shareholder of a corporation may dissent from, and obtain payment
for the fair value of the shareholder's shares in the event of, any of the
following corporate actions:

(a) An amendment to the articles that materially and adversely affects the
rights or preferences of the shares of the dissenting shareholder in that it:

(1) alters or abolishes a preferential right of the shares;

(2) creates, alters, or abolishes a right in respect of the redemption of
the shares, including a provision respecting a sinking fund for the
redemption or repurchase of the shares;

(3) alters or abolishes a preemptive right of the holder of the shares to
acquire shares, securities other than shares, or rights to purchase shares
or securities other than shares;

(4) excludes or limits the right of a shareholder to vote on a matter, or
to cumulate votes, except as the right may be executed or limit through the
authorization or issuance of securities of an existing or new class or
series with similar or different voting rights; except that an amendment to
the articles of an issuing public corporation that provides that section
302A.671 does not apply to a control share acquisition does not give rise
to the right to obtain payment under this section;

(b) A sale, lease, transfer, or other disposition of all or substantially
all of the property and assets of the corporation, but not including a
transaction permitted without shareholder approval in section 301A.661,
subdivision 1, or a disposition in dissolution described in section 302A.725,
subdivision 2, or a disposition pursuant to an order of a court, or a
disposition for cash on terms requiring that all or substantially all of the
net proceeds of disposition be distributed to the shareholders in accordance
with their respective interests within one year after the date of disposition;

(c) A plan of merger, whether under this chapter or under chapter 322B, to
which the corporation is a party, except as provided in subdivision 3;

(d) A plan of exchange, whether under this chapter or under chapter 322B, to
which the corporation is a party as the corporation whose shares will be
acquired by the acquiring corporation, if the shares of shareholder are
entitled to be voted on the plan; or

(e) Any other corporate action taken pursuant to a shareholder vote with
respect to which the articles, the bylaws, or a resolution approved by the
board directs that dissenting shareholders may obtain payment for their
shares.

Subd. 2. Beneficial owners. (a) A shareholder shall not assert dissenters'
rights as to less than all of the shares registered in the name of the
shareholder, unless the shareholder dissents with respect to all the shares
that are beneficially owned by another person but registered in the name of
the shareholder and discloses the name and address of each beneficial owner on
whose behalf the shareholder dissents. In that event, the rights of the
dissenter shall be determined as if the shares as to which the shareholder has
dissented and the other shares were registered in the names of different
shareholders.

(b) A beneficial owner of shares who is not the shareholder may assert
dissenters' rights with respect to shares held on behalf of the beneficial
owner, and shall be treated as a dissenting shareholder under the terms of
this section and section 302A.473, if the beneficial owner submits to the
corporation at the time of or before the assertion of the rights a written
consent of the shareholder.

D-1

Subd. 3. Rights not to apply. Unless the articles, the bylaws, or a
resolution approved by the board otherwise provide, the right to obtain
payment under this section does not apply to a shareholder of the surviving
corporation in a merger, if the shares of the shareholder are not entitled to
be voted on the merger.

Subd. 4. Other rights. The shareholders of a corporation who have a right
under this section to obtain payment for their shares do not have a right at
law or in equity to have a corporate action described in subdivision 1 set
aside or rescinded, except when the corporate action is fraudulent with regard
to the complaining shareholder or the corporation.

302A.473 PROCEDURES FOR ASSERTING DISSENTERS' RIGHTS.--Subdivision 1.
Definitions. (a) For purposes of this section, the terms defined in this
subdivision have the meanings given them.

(b) "Corporation" means the issuer of the shares held by a dissenter before
the corporate action referred to in section 302A.471, subdivision 1 or the
successor by merger of that issuer.

(c) "Fair value of the shares" means the value of the shares of a
corporation immediately before the effective date of the corporate action
referred to in section 302A.471, subdivision 1.

(d) "Interest" means interest commencing five days after the effective date
of the corporate action referred to in section 302A.471, subdivision 1 up to
and including the date of payment, calculated at the rate provided in section
549.09 for interest on verdicts and judgments.

Subd. 2. Notice of action. If a corporation calls a shareholder meeting at
which any action described in section 302A.471, subdivision 1 is to be voted
upon, the notice of the meeting shall inform each shareholder of the right to
dissent and shall include a copy of section 302A.471 and this section and a
brief description of the procedure to be followed under these sections.

Subd. 3. Notice of dissent. If a proposed action must be approved by the
shareholders, a shareholder who wishes to exercise dissenters' rights must
file with the corporation before the vote on the proposed action a written
notice of intent to demand the fair value of the shares owned by the
shareholder and must not vote the shares in favor of the proposed action.

Subd. 4. Notice of procedure; deposit of shares. (a) After the proposed
action has been approved by the board and, if necessary, the shareholders, the
corporation shall send to all shareholders who have complied with subdivision
3 and to all shareholders entitled to dissent if no shareholder vote was
required, a notice that contains:

(1) The address to which a demand for payment and certificates of
certificated shares must be sent in order to obtain payment and the date by
which they must be received;

(2) Any restrictions on transfer of uncertificated shares that will apply
after the demand for payment is received;

(3) A form to be used to certify the date on which the shareholder, or
the beneficial owner on whose behalf the shareholder dissents, acquired the
shares or an interest in them and to demand payment; and

(4) A copy of section 302A.471 and this section and a brief description
of the procedures to be followed under these sections.

(b) In order to receive the fair value of the shares, a dissenting
shareholder must demand payment and deposit certificated shares or comply with
any restrictions on transfer of uncertificated shares within 30 days after the
notice was given, but the dissenter retains all other rights of a shareholder
until the proposed action takes effect.

Subd. 5. Payment; return of shares. (a) After the corporate action takes
effect or after the corporation receives a valid demand for payment, whichever
is later, the corporation shall remit to each dissenting

D-2

shareholder who has complied with subdivisions 3 and 4 the amount the
corporation estimates to be the fair value of the shares, plus interest,
accompanied by:

(1) the corporation's closing balance sheet and statement of income for a
fiscal year ending not more than 16 months before the effective date of the
corporate action, together with the latest available interim financial
statements;

(2) an estimate by the corporation of the fair value of the shares and a
brief description of the method used to reach the estimate; and

(3) a copy of section 302A.471 and this section, and a brief description
of the procedure to be followed in demanding supplemental payment.

(b) the corporation may withhold the remittance described in paragraph (a)
from a person who was not a shareholder on the date the action dissented from
was first announced to the public or who is dissenting on behalf of a person
who was not a beneficial owner on that date. If the dissenter has complied
with subdivisions 3 and 4, the corporation shall forward to the dissenter the
materials described in paragraph (a), a statement of the reason for
withholding the remittance, and an offer to pay to the dissenter the amount
listed in the materials if the dissenter agrees to accept that amount in full
satisfaction.

The dissenter may decline the offer and demand payment under subdivision 6.
Failure to do so entitles the dissenter only to the amount offered. If the
dissenter makes demand, subdivisions 7 and 8 apply.

(c) If the corporation fails to remit payment within 60 days of the deposit
of certificates or the imposition of transfer restriction on uncertificated
shares, it shall return all deposited certificates and cancel all transfer
restrictions. However, the corporation may again give notice under subdivision
4 and require deposit or restrict transfer at a later time.

Subd. 6. Supplemental payment; demand. If a dissenter believes that the
amount remitted under subdivision 5 is less than the fair value of the shares
plus interest, the dissenter may give written notice to the corporation of the
dissenter's own estimate of the fair value of the shares, plus interest,
within 3 days after the corporation mails the remittance under subdivision 5,
and demand payment of the difference. Otherwise, a dissenter is entitled only
to the amount remitted by the corporation.

Subd. 7. Petition; determination. If the corporation receives a demand under
subdivision 6, it shall, within 60 days after receiving the demand, either pay
to the dissenter the amount demanded or agreed to by the dissenter after
discussion with the corporation or file in court a petition requesting that
the court determine the fair value of the shares, plus interest. The petition
shall be filed in the county in which the registered office of the corporation
is located, except that a surviving foreign corporation that receives a demand
relating to the shares of a constituent domestic corporation shall file the
petition in the county in this state in which the last registered office of
the constituent corporation was located. The petition shall name as parties
all dissenters who have demanded payment under subdivision 6 and who have not
reached agreement with the corporation. The corporation shall, after filing
the petition, serve all parties with a summons and copy of the petition under
the rules of civil procedure. Nonresidents of this state may be served by
registered or certified mail or by publication as provided by law. Except as
otherwise provided, the rules of civil procedure apply to this proceeding. The
jurisdiction of the court is plenary and exclusive. The court may appoint
appraisers, with powers and authorities the court deems proper, to receive
evidence on and recommend the amount of the fair value of the shares. The
court shall determine whether the shareholder or shareholders in question have
fully complied with the requirements of this section, and shall determine the
fair value of the shares, taking into account any and all factors the court
finds relevant, computed by any method or combination of methods that the
court, in its discretion, sees fit to use, whether or not used by the
corporation or by a dissenter. The fair value of the shares as determined by
the court is binding on all shareholders, wherever located. A dissenter is
entitled to judgment in cash for the amount by which the fair value of the
shares as determined by the court, plus interest, exceeds the amount, if any,
remitted under subdivision 5, but shall not be liable to the corporation for
the amount, if any, by

D-3

which the amount, if any, remitted to the dissenter under subdivision 5
exceeds the fair value of the shares as determined by the court, plus
interest.

Subd. 8. Costs; fees; expenses. (a) The court shall determine the costs and
expenses of a proceeding under subdivision 7, including the reasonable expense
and compensation of any appraiser's appointed by the court, and shall assess
those costs and expenses against the corporation, except that the court may
assess part or all of those costs and expenses against a dissenter whose
action in demanding payment under subdivision 6 is found to be arbitrary,
vexatious, or not in good faith.

(b) If the court finds that the corporation has failed to comply
substantially with this section, the court may assess all fees and expenses of
any experts or attorneys the court deems equitable. These fees and expenses
may also be assessed against a person who has acted arbitrarily, vexatiously,
or not in good faith in bringing the proceeding, and may be awarded to a party
injured by those actions.

(c) The court may award, in its discretion, fees and expense to an attorney
for the dissenters out of the amount awarded to the dissenters, if any.

D-4

ANNEX E

The terms of the proposed Combination provide that (i) holders of Phar-Mor
Shares will receive one share of Cabot Noble common stock for each share of
Phar-Mor Shares owned as of the effective date of the Combination and (ii)
holders of ShopKo Shares will receive 2.4 Cabot Noble Shares for each share of
ShopKo Shares owned as of the effective date of the Combination, subject to
adjustment to the extent that the value of the exchange consideration per
ShopKo Share would otherwise fall outside a range of $17.25 to $18.00 based
upon an average market price of Phar-Mor Shares (the "ShopKo Exchange Ratio"),
determined as follows:

- --------
(1) The prices indicated represent hypothetical Average Closing Prices, are
assumed for illustrative purposes only, and will vary with the market
price of the Phar-Mor Shares during the Pricing Period.
(2) If the ShopKo Exchange Ratio is greater than 3.140, the Phar-Mor Board
would have the right to terminate the Combination Agreement, unless
ShopKo otherwise agrees that the ShopKo Exchange Ratio shall be set at
3.140.
(3) If the ShopKo Exchange Ratio is less than 1.895, the ShopKo Board would
have the right to terminate the Combination Agreement, unless Phar-Mor
otherwise agrees that the ShopKo Exchange Ratio shall be set at 1.895.

E-1

ANNEX F

RESTATED CERTIFICATE OF INCORPORATION
OF
CABOT NOBLE, INC.

Cabot Noble, Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Company"), hereby certifies that:

1. The name of the Company is Cabot Noble, Inc.

2. The date of filing of the Company's original Certificate of Incorporation
was .

3. The Restated Certificate of Incorporation of the Company (the "Restated
Certificate") attached hereto as Exhibit A was duly adopted in accordance with
the provisions of Section 245 of the General Corporation Law of the State of
Delaware.

4. The Restated Certificate so adopted reads in full as set forth in Exhibit
A attached hereto and is hereby incorporated by reference.

In Witness Whereof, Cabot Noble, Inc. has caused this Restated Certificate
to be signed by Robert M. Haft, its Chief Executive Officer, and attested by
John R. Ficarro, its Secretary this day of 1996, and the undersigned
hereby affirm and acknowledge under penalty of perjury that the filing of this
Restated Certificate is the act and deed of Cabot Noble, Inc.

_____________________________________
ROBERT M. HAFT
CHIEF EXECUTIVE OFFICER

Attest:

_____________________________________
JOHN R. FICARRO
ASSISTANT SECRETARY

F-1

FORM OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CABOT NOBLE, INC.

First. The name of the corporation is Cabot Noble, Inc. (the "Company").

Second. The address of the Company's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle,
Delaware 19801. The name of the Company's registered agent at such address is
The Corporation Trust Company.

Third. The purpose of the Company is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
the State of Delaware ("DGCL").

Fourth. Section 1. Authorized Capital Stock. The Company is authorized to
issue two classes of capital stock, designated Common Stock and Preferred
Stock. The total number of shares of capital stock that the Company is
authorized to issue is 250,000,000 shares, consisting of 200,000,000 shares of
Common Stock, par value $0.01 per share, and 50,000,000 shares of Preferred
Stock, par value $0.01 per share.

Section 2. Preferred Stock. The Preferred Stock may be issued in one or more
series. The Board of Directors of the Company (the "Board") is hereby
authorized to issue the shares of Preferred Stock in each series and to fix
from time to time before issuance the number of shares to be included in any
such series and the designation, relative powers, preferences, and rights and
qualifications, limitations, or restrictions of all shares of such series. The
authority of the Board with respect to each such series will include, without
limiting the generality of the foregoing, the determination of any or all of
the following:

(a) the number of shares of each series and the designation to
distinguish the shares of such series from the shares of all other series;

(b) the voting powers, if any, and whether such voting powers are full or
limited in such series;

(d) whether dividends, if any, will be cumulative or noncumulative, the
dividend rate of such series, and the dates and preferences of dividends on
such series;

(e) the rights of such series upon the voluntary or involuntary
dissolution of, or upon any distribution of the assets of, the Company;

(f) the provisions, if any, pursuant to which the shares of such series
are convertible into, or exchangeable for, shares of any other class or
classes or of any other series of the same or any other class or classes of
stock, or any other security, of the Company or any other corporation or
other entity, and the price or prices or the rates of exchange applicable
thereto;

(g) the right, if any, to subscribe for or to purchase any securities of
the Company or any other corporation or other entity;

(h) the provisions, if any, of a sinking fund applicable to such series;
and

(i) any other relative, participating, optional, or other special powers,
preferences, rights, qualifications, limitations, or restrictions thereof;

all as may be determined from time to time by the Board and stated in the
resolution or resolutions providing for the issuance of such Preferred Stock
(collectively, a "Preferred Stock Designation").

Section 3. Common Stock. Except as may otherwise be provided in a Preferred
Stock Designation, the holders of Common Stock will be entitled to one vote on
each matter submitted to a vote at a meeting of

F-2

stockholders for each share of Common Stock held of record by such holder as
of the record date for such meeting.

Fifth. The Board may make, amend, and repeal the By-Laws of the Company. Any
By-Law made by the Board under the powers conferred hereby may be amended or
repealed by the Board (except as specified in any such By-Law so made or
amended) or by the stockholders in the manner provided in the By-Laws of the
Company. Notwithstanding the foregoing and anything contained in this
Certificate of Incorporation to the contrary, By-Laws 1, 3(a), 8, 10, 11, 12,
13, and 39 may not be amended or repealed by the stockholders, and no
provision inconsistent therewith may be adopted by the stockholders, without
the affirmative vote of the holders of Voting Stock (as defined below) having
at least 75% of the votes of all Voting Stock, voting together as a single
class. The Company may in its By-Laws confer powers upon the Board in addition
to the foregoing and in addition to the powers and authorities expressly
conferred upon the Board by applicable law. For the purposes of this Restated
Certificate, "Voting Stock" means stock of the Company of any class or series
entitled to vote generally in the election of Directors. Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of Voting Stock having at least 75% of the
votes of all Voting Stock, voting together as a single class, is required to
amend or repeal, or to adopt any provisions inconsistent with, this Article
Fifth.

Sixth. Subject to the rights of the holders of any series of Preferred
Stock:

(a) any action required or permitted to be taken by the stockholders of
the Company must be effected at a duly called annual or special meeting of
stockholders of the Company and may not be effected by any consent in
writing of such stockholders; and

(b) special meetings of stockholders of the Company may be called only by
(i) the Chairman of the Board (the "Chairman"), (ii) the Secretary of the
Company (the "Secretary") within 10 calendar days after receipt of the
written request of a majority of the total number of Directors that the
Company would have if there were no vacancies (the "Whole Board"), acting
at a duly constituted meeting of the Board and (iii) as provided in By-Law
3.

At any annual meeting or special meeting of stockholders of the Company, only
such business will be conducted or considered as has been brought before such
meeting in the manner provided in the By-Laws of the Company. Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of Voting Stock having at least 75% of the
votes of all Voting Stock, voting together as a single class, shall be
required to amend or repeal, or adopt any provision inconsistent with, this
Article Sixth.

Seventh. Section 1. Number, Election, And Terms of Directors. Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, the number of the Directors of the Company will not be less than
three (3) nor more than sixteen (16) and will be fixed from time to time in
the manner described in the By-Laws of the Company. The Directors, other than
those who may be elected by the holders of any series of Preferred Stock, will
be classified with respect to the term for which they severally hold office
into three classes, as nearly equal in number as possible, designated Class I,
Class II, and Class III. A majority of the Directors shall be "Independent
Directors," as defined in Section 5 of this Article Seventh, and each Class of
Directors shall have a number of Independent Directors as nearly equal as
possible; provided, that such requirements shall not apply to the Board as
constituted pursuant to that certain Agreement and Plan of Reorganization
dated as of September 7, 1996, as amended and restated, by and among the
Company, Phar-Mor, Inc. and ShopKo Stores, Inc. (the "Initial Board"); and
provided further that any Director appointed or elected (i) to fill a vacancy
created on the Initial Board (other than a vacancy attributable to a Director
who is alos at the time such vacancy is created the Chief Executive Officer of
the Company) or (ii) upon any increase in the size of the Board, shall be an
Independent Director, until such time as a majority of the Directors are
Independent Directors. At any meeting of stockholders at which Directors are
to be elected, the number of Directors elected may not exceed the greatest
number of Directors then in office in any class of Directors. The Directors
first elected to Class I will hold office for a term expiring at the annual
meeting of stockholders to be held in 1997; the Directors first elected to
Class II will hold office for a term expiring at the annual meeting of
stockholders to be held in 1998; and the Directors first elected

F-3

to Class III will hold office for a term expiring at the annual meeting of
stockholders to be held in 1999, with the members of each class to hold office
until their successors are elected and qualified. At each succeeding annual
meeting of the stockholders of the Company, the successors of the class of
Directors whose terms expire at that meeting will be elected by plurality vote
of all votes cast at such meeting to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the year of
their election. Subject to the rights, if any, of the holders of any series of
Preferred Stock to elect additional Directors under circumstances specified in
a Preferred Stock Designation, Directors may be elected by the stockholders
only at an annual meeting of stockholders. Election of Directors of the
Company need not be by written ballot unless requested by the Chairman or by
the holders of Voting Stock having a majority of the votes of all Voting Stock
present in person or represented by proxy at a meeting of the stockholders at
which Directors are to be elected.

Section 2. Nomination of Director Candidates. Advance notice of stockholder
nominations for the election of Directors must be given in the manner provided
in the By-Laws of the Company.

Section 3. Newly Created Directorships And Vacancies. Subject to the rights,
if any, of the holders of any series of Preferred Stock to elect additional
Directors under circumstances specified in a Preferred Stock Designation,
newly created directorships resulting from any increase in the number of
Directors and any vacancies on the Board resulting from death, resignation,
disqualification, removal, or other cause will be filled solely by the
affirmative vote of a majority of the remaining Directors then in office
acting at a duly constituted meeting of the Board, even though less than a
quorum of the Board, or by a sole remaining Director. Any Director elected in
accordance with the preceding sentence will hold office until the next annual
meeting of stockholders and until such Director's successor has been elected
and qualified. No decrease in the number of Directors constituting the Board
may shorten the term of any incumbent Director.

Section 4. Removal. Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, any Director may be removed from
office by the stockholders only for cause and only in the manner provided in
this Section 4. At any annual meeting or special meeting of the stockholders,
the notice of which states that the removal of a Director or Directors is
among the purposes of the meeting, the affirmative vote of the holders of
Voting Stock having at least 75% of the votes of all Voting Stock, voting
together as a single class, may remove such Director or Directors for cause.

Section 5. Independent Director. "Independent Director" shall mean any
individual that (a) is not an affiliate (as defined in Rule 12b-2 of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder (the "Exchange Act")) of the Company (except an individual who is
an affiliate of the Company solely because such individual is a Director) or
of any corporation, partnership, association or other entity with respect to
which the Company owns a majority of the common stock or other equity
interests or has the power to vote or direct the voting of a sufficient number
of securities or other governing body ("Subsidiary"), and (b) is not an
officer or employee, of the Company or a family member of any officer,
director or employee, or any Subsidiary.

Section 6. Amendment, Repeal, Etc. Notwithstanding anything contained in
this Certificate of Incorporation to the contrary, the affirmative vote of
holders of Voting Stock having at least 75% of the votes of all Voting Stock,
voting together as a single class, is required to amend or repeal, or adopt
any provision inconsistent with, this Article Seventh.

Eighth. To the full extent permitted by the DGCL or any other applicable law
currently or hereafter in effect, no Director of the Company will be
personally liable to the Company or its stockholders for or with respect to
any acts or omissions in the performance of his or her duties as a Director of
the Company. Any repeal or modification of this Article Eighth will not
adversely affect any right or protection of a Director of the Company existing
prior to such repeal or modification.

Ninth. The Company will indemnify each person who is or was or had agreed to
become a Director or officer of the Company and, at the Company's option, may
indemnify any other person who is or was serving or

F-4

who had agreed to serve at the request of the Board or an officer of the
Company as an employee or agent of the Company or as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust,
or other entity, whether for profit or not for profit (including the heirs,
executors, administrators, and estate of such person), to the full extent
permitted by the DGCL or any other applicable law as currently or hereafter in
effect. Without limiting the generality or the effect of the foregoing, the
Company may adopt By-Laws, or enter into one or more agreements with any
person, which provide for indemnification greater or different than that
provided in this Article Ninth or the DGCL. Any amendment or repeal of, or
adoption of any provision inconsistent with, this Article Ninth will not
adversely affect any right or protection existing hereunder, or arising out of
facts occurring, prior to such amendment, repeal, or adoption and no such
amendment, repeal, or adoption, will affect the legality, validity, or
enforceability of any contract entered into or right granted prior to the
effective date of such amendment, repeal, or adoption.

F-5

ANNEX G

MANAGEMENT PROJECTIONS; AS ADJUSTED
(IN MILLIONS, EXCEPT PER SHARE DATA)

ADJUSTED PROJECTIONS USED BY JEFFERIES IN ITS FAIRNESS OPINION

The projections below (the "As Adjusted Projections Used By Jefferies"),
while presented with numerical specificity, were based upon numerous estimates
and other assumptions which are inherently subject to significant business,
economic and competitive uncertainties, contingencies and risks, all of which
are difficult to quantify and many of which are beyond the control of Cabot
Noble, ShopKo and Phar-Mor. Accordingly, there can be no assurance that the As
Adjusted Projections Used By Jefferies will be realized, and it is likely that
future results will vary from those set forth below, possibly in material
respects. The As Adjusted Projections Used By Jefferies include the
information set forth below, and are adjustments, based on discussions with
each company's respective management, for more conservative estimates of sales
and other assumptions made to the management projections in "Certain Forward-
Looking Information" as part of the sensitivity analysis performed by
Jefferies and considered by Jefferies in delivering its fairness opinion.
Subsequent to the delivery of such fairness opinion, the management of each of
ShopKo and Phar-Mor have engaged in transition and business planning for Cabot
Noble. As a result of that planning, certain of the assumptions about combined
operations have subsequently been modified. Additionally, changes to the terms
of the Transaction effected subsequent to the delivery of such fairness
opinion are not reflected in the As Adjusted Projections Used By Jefferies.
The As Adjusted Projections Used By Jefferies do not include the benefits of
any anticipated synergies from the Combination. Inclusion of the As Adjusted
Projections Used By Jefferies in this Joint Proxy Statement/Prospectus should
not be regarded as a representation by any person that the projected results
reflected in the As Adjusted Projections Used By Jefferies will be achieved.
Neither Phar-Mor, ShopKo, Cabot Noble nor Jefferies intends to update or
otherwise publicly revise the As Adjusted Projections Used By Jefferies to
reflect circumstances existing or developments occurring after the preparation
of such projections or to reflect the occurrence of unanticipated events.

PROJECTED FISCAL YEAR ENDED FEBRUARY
--------------------------------------
1997 1998 1999
------------ ------------ ------------

CABOT NOBLE, INC.
Revenues............................... $ 3,393.8 $ 3,743.5 $ 4,085.7
Gross profit........................... 730.6 752.9 785.4
Selling, general & administrative
expenses.............................. 552.7 567.8 574.6
EBITDA................................. 177.9 185.2 210.8
EBIT................................... 105.2 107.1 129.1
Net interest expense................... 64.0 65.5 64.6
Net income............................. 24.7 25.0 38.7
Earnings per share..................... $ 0.44 $ 0.45 $ 0.70
SHOPKO STORES, INC.
Revenues............................... $ 2,319.9 $ 2,642.8 $ 2,957.5
Gross profit........................... 531.6 556.4 580.3
Selling, general & administrative
expenses.............................. 384.1 401.8 404.6
EBITDA................................. 147.5 154.6 175.7
EBIT................................... 99.2 104.7 125.2
PHAR-MOR, INC.
Revenues............................... $ 1,073.9 $ 1,100.7 $ 1,128.2
Gross profit........................... 199.0 196.5 205.1
Selling, general & administrative
expenses.............................. 168.6 166.0 170.0
EBITDA................................. 30.4 30.6 35.1
EBIT................................... 9.4 5.9 7.5

G-1

SIGNIFICANT ASSUMPTIONS UNDERLYING THE AS ADJUSTED PROJECTIONS USED BY
JEFFERIES:

The assumptions and adjustments applicable to the projections contained in
"Certain Forward-Looking Information" apply to the As Adjusted Projections
Used By Jefferies, with the following modifications:

SALES:

Sales for Phar-Mor are based on maintaining a 102-store base rather than
adding new stores as planned by Phar-Mor. In addition, the growth rate for
comparable store sales for Phar-Mor were assumed to be lower than in the
management projections in "Certain Forward-Looking Information."

Sales for ShopKo were adjusted in 1998 for a more conservative same stores
sales increase for ShopKo's retail business.

GROSS PROFIT:

Gross profit percentage was unadjusted for both Shopko and Phar-Mor, but was
applied to the more conservative sales numbers described above.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

The As Adjusted Projections Used By Jefferies assumed a less significant
decline in selling, general and administrative margin than that projected by
Phar-Mor since increases in productivity were assumed to be lower than in the
management projections in "Certain Forward-Looking Information."

NET INTEREST EXPENSE:

Net interest expense is unadjusted, except for the assumption of $100
million in debt assumed to finance the repurchase of the Cabot Noble Shares
received by Supervalu.

INCOME TAXES:

Income taxes are estimated at an effective tax rate of 40% for Cabot Noble,
ShopKo and Phar-Mor for all three fiscal years.

EARNINGS PER SHARE:

Earnings per share are determined by dividing net income by the weighted
average number of common shares outstanding during each year (assumed to be
55.7 million shares for Cabot Noble).

G-2

PHAR-MOR PROJECTIONS ADJUSTED BY SHOPKO MANAGEMENT

The projections shown below are based on the projections supplied by Phar-
Mor Management and adjusted by ShopKo Management, and were used by Salomon
Brothers in preparing its fairness opinion. Such adjusted projections (the
"Adjusted Projections") shown below, while presented with numerical
specificity, were based upon numerous estimates and other assumptions which
are inherently subject to significant business, economic and competitive
uncertainties, contingencies and risks, all of which are difficult to quantify
and many of which are beyond the control of Cabot Noble, ShopKo and Phar-Mor.
Accordingly, there can be no assurance that the Adjusted Projections will be
realized, and it is likely that future results will vary from those set forth
below, possibly in material respects. The Adjusted Projections include the
information set forth below, and are adjustments, based on discussions with
ShopKo's management, for more conservative estimates of sales and other
assumptions made in the management projections in "Certain Forward-Looking
Information." Inclusion of the Adjusted Projections in the Joint Proxy
Statement/Prospectus should not be regarded as a representation by any person
that the projected results reflected in the Adjusted Projections will be
achieved. Neither Phar-Mor, ShopKo nor Cabot Noble intends to update or
otherwise publicly revise the Adjusted Projections to reflect circumstances
existing or developments occurring after the preparation of such projections
or to reflect the occurrence of unanticipated events.

SHOPKO PROJECTIONS
(IN MILLIONS, EXCEPT PER SHARE DATA)

MANAGEMENT PROJECTIONS(A)
--------------------------------------
PROJECTED FISCAL YEAR ENDING FEBRUARY
--------------------------------------
1997 1998 1999
------------ ------------ ------------

Revenues................................ $ 2,319.9 $ 2,642.8 $ 2,957.5
Gross profit............................ 531.6 556.4 580.3
Selling, general and administrative..... 373.5 389.2 391.4
EBITDA.................................. 158.1 167.2 188.9
EBIT.................................... 98.6 103.0 123.5
Interest expense........................ 31.7 31.0 30.6
Net income.............................. 40.6 43.7 56.4
Earnings per share...................... $ 1.24 $ 1.34 $ 1.73

- --------
(a) Based on ShopKo management's projections as presented in "Certain Forward-
Looking Information--ShopKo Information Supplied to Phar-Mor."

G-3

PHAR-MOR PROJECTIONS
(IN MILLIONS, EXCEPT PER SHARE DATA)

MANAGEMENT PROJECTIONS(A) AS ADJUSTED PROJECTIONS(B)
--------------------------------------- ---------------------------------------
PROJECTED FISCAL YEAR ENDING PROJECTED FISCAL YEAR ENDING
--------------------------------------- ---------------------------------------
JUNE 28, 1997 JULY 1, 1998 JULY 2, 1999 JUNE 28, 1997 JULY 1, 1998 JULY 2, 1999
------------- ------------ ------------ ------------- ------------ ------------

Revenues................ $1,105.4 $1,164.6 $1,226.9 $1,082.7 $1,109.7 $137.5
Gross profit............ 196.4 213.5 229.1 191.7 198.8 208.2
Selling, general and
administrative......... 161.4 167.2 173.7 161.6 168.1 170.9
Adjusted EBITDA......... 25.7 36.5 45.2 20.8 21.1 27.0
EBIT.................... 12.7 20.4 26.9 7.8 4.9 8.7
Interest expense........ 12.7 13.3 13.3 12.7 13.3 13.3
Net income.............. 0.0 4.2 8.2 (2.9) (5.0) (2.7)
Earnings per share...... $0.00 $0.35 $0.67 ($0.24) ($0.41) ($0.22)

- --------
(a) Based on the Phar-Mor Management Projections as presented in "Certain
Forward-Looking Information--Phar-Mor Information Supplied to ShopKo."
(b) Based on adjustments by ShopKo management to reflect certain more
conservative assumptions and adjustments. These adjustments include:
(i) Comparable store sales growth of 2.5% for the 102 Phar-Mor stores per
year for the fiscal years 1997, 1998 and 1999.
(ii) Gross profit margins are based on Phar-Mor management projections.
However, occupancy costs are kept constant in dollar terms and lead to
a slight reduction in gross profit margins given the lower level of
sales, and hence the higher occupancy costs as a percentage of sales.
As a result, for fiscal years 1997, 1998 and 1999, gross profit
margins are adjusted to be lower than Phar-Mor management projections
by 0.06%, 0.41% and 0.37%, respectively.
(iii) For fiscal years 1997, 1998 and 1999, selling, general and
administrative expenses as a percentage of sales are projected to be
higher than Phar-Mor management projections by 0.33%, 0.60% and
0.52%, respectively.

G-4

CABOT NOBLE PROJECTIONS
(IN MILLIONS, EXCEPT PER SHARE DATA)

MANAGEMENT PROJECTIONS AS ADJUSTED PROJECTIONS
(A)(C) (B)(C)
-------------------------- --------------------------
PROJECTED FISCAL YEAR PROJECTED FISCAL YEAR
ENDING FEBRUARY ENDING FEBRUARY
-------------------------- --------------------------
1997 1998 1999 1997 1998 1999
-------- -------- -------- -------- -------- --------

Revenues................ $3,408.9 $3,787.7 $4,163.6 $3,393.8 $3,743.5 $4,085.7
Gross profit............ 722.9 764.2 804.2 719.7 752.9 785.4
Selling, general and ad-
ministrative........... 525.9 539.4 542.9 526.1 540.1 541.4
Adjusted EBITDA......... 188.3 215.2 251.2 184.9 203.2 233.9
EBIT.................... 112.9 132.4 164.8 109.5 120.4 147.4
Interest expense........ 53.9 56.1 51.3 54.1 56.3 52.1
Net income.............. 35.4 45.8 68.1 33.2 38.4 57.1
Earnings per share...... $0.60 $0.78 $1.16 $0.57 $0.65 $0.97

- --------
(a) Based on ShopKo and Phar-Mor managements' projections as presented in
"Certain Forward-Looking Information."
(b) Based on adjustments by ShopKo management to Phar-Mor's projections to
reflect certain more conservative assumptions and adjustments as described
above.
(c) Based on assumptions and adjustments to reflect the effects of 1) the
Transaction; 2) the incurrence of $75.0 million in additional financing;
and 3) purchase accounting. The adjustments are described in detail in
"Certain Forward-Looking Information."

G-5

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware Law empowers a Delaware corporation to indemnify
any persons who are, or are threatened to be made, parties to any threatened,
pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of such corporation), by reason of the fact that such person was an
officer or director of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding, provided that such officer or director acted in good faith and in
a manner he reasonably believed to be in or not opposed to the corporation's
best interests and, for criminal proceedings, had no reasonable cause to
believe his conduct was illegal. A Delaware corporation may indemnify officers
and directors in an action by or in the right of the corporation under the
same conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation in the performance of his duty. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.

In accordance with the Delaware Law, the Cabot Noble Certificate (filed as
Exhibit 3.1 to this Registration Statement) contains a provision limiting the
personal liability of the directors of Cabot Noble for violations of their
fiduciary duty to the full extent permitted by the Delaware Law.

Article Ninth of the Cabot Noble Certificate provides for the
indemnification of officers and directors of Cabot Noble and, at Cabot Noble's
option, permits indemnification for certain other persons acting on behalf of
Cabot Noble. Article Ninth also permits Cabot Noble to provide greater or
different indemnification than is specified in the Delaware Law and permits
Cabot Noble to enter into separate indemnification agreements.

The Cabot Noble By-laws (filed as Exhibit 3.2 to this Registration
Statement) further detail these indemnification rights. By-law 33 reiterates
the provisions of the Cabot Noble Certificate and identifies the right to
indemnification as a contract right including the right to receive advancement
of certain expenses and details certain indemnification procedures.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

EXHIBIT NO. DESCRIPTION
----------- -----------

2.1.1 Agreement and Plan of Reorganization by and among Phar-Mor,
Inc., a Pennsylvania corporation, ShopKo Stores, Inc., a
Minnesota corporation and Cabot Noble, Inc., a Delaware
corporation, dated as of September 7, 1996(1)
2.1.2 First Amendment to Agreement and Plan of Reorganization, by and
among Phar-Mor, Inc., ShopKo Stores, Inc., and Cabot Noble,
Inc., dated as of October 9, 1996(1)
2.2 Third Amended Joint Plan of Reorganization of Phar-Mor, Inc. and
certain affiliated entities dated May 25, 1995, as modified(2)
2.3 Disclosure Statement in Support of Plan of Reorganization of
Phar-Mor, Inc.(3)
2.4 Exhibits to Third Amended Plan of Reorganization of Phar-Mor,
Inc.(3)

II-1

EXHIBIT NO. DESCRIPTION
----------- -----------

3.1 Restated Certificate of Incorporation of Cabot Noble, Inc.(1)
3.2 Amended and Restated By-laws of Cabot Noble, Inc.(1)
3.3 Amended and Restated Articles of Incorporation of Phar-Mor,
Inc.(2)
3.4 By-laws of Phar-Mor, Inc.(2)
3.5 Restated Articles of Incorporation of ShopKo Stores, Inc.(4)
3.6 By-laws of ShopKo Stores, Inc., as amended(4)
4.1 Restated Certificate of Incorporation of Cabot Noble, Inc. (see
Exhibit 3.1)
4.2 Amended and Restated By-laws of Cabot Noble, Inc. (see Exhibit
3.2)
4.3 Form of Cabot Noble, Inc. Common Stock Certificate(1)
4.4 Warrant Agreement dated , 1996 between Cabot Noble, Inc.
and Society National Bank(1)
4.5 Indenture dated September 11, 1995 between Phar-Mor and IBJ
Schroder Bank & Trust Company(2)
4.6 Indenture dated as of March 12, 1992 between ShopKo Stores, Inc.
and First Trust National Association, as trustee, with respect
to ShopKo Stores, Inc. senior notes due March 15, 2002(5)
4.7 Indenture dated as of March 12, 1992 between ShopKo Stores, Inc.
and First Trust National Association, as trustee, with respect
to ShopKo Stores, Inc. senior notes due March 15, 2022(5)
4.8 Indenture dated as of July 15, 1993 between ShopKo Stores, Inc.
and First Trust National Association, as trustee(6)
4.9 Form of Rights Agreement between ShopKo Stores, Inc. and Norwest
Bank Minnesota, National Association (including form of
preferred stock designation)(7)
4.10 Credit Agreement dated as of October 4, 1993, among ShopKo
Stores, Inc., the banks listed therein and Morgan Guaranty Trust
Company of New York, as agent(8)
5 Legal Opinion of Swidler & Berlin, Chartered, Counsel to
Registrant(1)
8.1 Tax Opinion of Swidler & Berlin, Chartered, Counsel to
Registrant(1)
8.2 Tax Opinion of Sidley & Austin, Counsel to ShopKo Stores, Inc.(1)
9.1 Amended and Restated Limited Liability Company Agreement of
Hamilton Morgan dated May 5, 1995, among Robert M. Haft, Mary Z.
Haft and FoxMeyer Health Corporation(2)
9.2 Joint Irrevocable Proxy dated May 5, 1995 by and among Robert M.
Haft, FoxMeyer Health Corporation, FoxMeyer Corporation and
Hamilton Morgan L.L.C. (f/k/a Robert Haft Group/Phar-Mor
L.L.C.)(2)
10.1 Cabot Noble, Inc. 1997 Stock Incentive Plan(1)
10.2 Cabot Noble, Inc. 1997 Director Phantom Stock Plan(1)
10.3 Cabot Noble, Inc. 1997 Director Stock Plan(1)
10.4 Cabot Noble, Inc. Registration Rights Agreement with Hamilton
Morgan L.L.C. and FoxMeyer Health Corporation(1)
10.5 Cabot Noble, Inc. Registration Rights Agreement with Robert M.
Haft(1)

II-2

EXHIBIT
NO. DESCRIPTION
------- -----------

10.6 New Security Agreements and New Equipment Notes entered into and
issued by Phar-Mor with the CIT Group/Equipment Financing, Inc.,
Ford Equipment Leasing Corp./General Electrical Capital Corporation,
NBD Bank Evanston, N.A., Heleasco Twenty-Three, Inc., HCFS Business
Equipment Corp., Romulus Holdings, Inc. and FINOVA
Capital/Corporation(2)
10.7 Loan and Security Agreement, dated September 11, 1995, by and among
the financial institutions listed on the signature pages therein,
BankAmerica Business Credit, Inc., as agent, and Phar-Mor, Inc.,
Phar-Mor of Florida, Inc., Phar-Mor of Ohio, Inc., Phar-Mor of
Virginia, Inc. and Phar-Mor of Wisconsin, Inc.(2)
10.7.1 Exhibits to Loan and Security Agreement (Exhibit 10.7)(3)
10.8 Employment Agreement between Phar-Mor, Inc. and David Schwartz,
dated September 11, 1995(2)
10.9 Employment Agreement between Phar-Mor, Inc. and David J. O'Leary,
dated September 11, 1995(2)
10.10 Employment Agreement between Phar-Mor, Inc. and Robert M. Haft,
dated September 11, 1995(9)
10.11 Third Amendment to Management Services Agreement dated as of
September 11, 1995 among Phar-Mor, Inc. and certain affiliated
entities, Alvarez & Marshal, Inc., Antonio C. Alvarez and Joseph A.
Bondi(2)
10.12 Form of Indemnification Agreement of Phar-Mor, Inc. dated as of
September 11, 1995(2)
10.13 Supply Agreement dated as of August 17, 1992 between Phar-Mor, Inc.
and FoxMeyer Drug Company. (Phar-Mor, Inc. requested confidential
treatment of certain portions of this Exhibit 10.13 when it was
originally filed, which portions have been so omitted and filed
separately with the Securities and Exchange Commission.)(10)
10.14 ShopKo Stores, Inc. 1991 Stock Option Plan(4)
10.14.1 Amendment to Section 11 of ShopKo Stores, Inc. 1991 Stock Option
Plan(11)
10.14.2 Form of Stock Option Agreement and First Amendment thereto between
ShopKo Stores, Inc. and certain Officers and Employees of ShopKo
Stores, Inc. pursuant to the ShopKo Stores, Inc. 1991 Stock Option
Plan(12)
10.14.3 Alternative Form of Stock Option Agreement between ShopKo Stores,
Inc. and certain Officers and Employees of ShopKo Stores, Inc.
pursuant to the ShopKo Stores, Inc. 1991 Stock Option Plan(12)
10.15 ShopKo Stores, Inc. 1995 Stock Option Plan(13)
10.16 ShopKo Stores, Inc. Profit Sharing and Super Saver Plan Trust
Agreement (1989 Restatement), as amended(4)
10.16.1 First and second amendments to ShopKo Stores, Inc. Profit Sharing
and Super Saver Plan Trust Agreement(14)
10.17 Form of Change of Control Severance Agreement between ShopKo Stores,
Inc. and Certain Officers and Employees of ShopKo Stores, Inc.(12)
10.18 Registration Rights Agreement dated as of October 8, 1991 between
ShopKo Stores, Inc. and Supermarket Operators of America, Inc.(15)
10.19 Supply Agreement (Food Products) dated as of October 8, 1991 between
ShopKo Stores, Inc. and supervalu inc.(15)

II-3

EXHIBIT NO. DESCRIPTION
----------- -----------

10.20 Indemnification, Tax Matters and Guarantee Fee Agreement dated
as of October 8, 1991 between ShopKo Stores, Inc. and supervalu
inc.(15)
10.21 Insurance Matters Agreement dated as of October 8, 1991 between
ShopKo Stores, Inc. and supervalu inc.(15)
10.22 Form of Indemnification Agreement between ShopKo Stores, Inc.
and directors and certain officers of ShopKo Stores, Inc.(4)
10.23 ShopKo Stores, Inc. Senior Officers Deferred Compensation Plan(5)
10.24 ShopKo Stores, Inc. Directors Deferred Compensation Plan(15)
10.25 ShopKo Stores, Inc. Executive Incentive Plan(16)
10.26 ShopKo Stores, Inc. 1993 Restricted Stock Plan, as amended(17)
10.27 Voting Agreement dated as of September 7, 1996 by and among
supervalu inc., Supermarket Operators of America, Inc., Cabot
Noble, Inc. and Robert M. Haft(18)
10.28 Stock Purchase Agreement dated as of September 7, 1996 by and
between Cabot Noble, Inc., supervalu inc., and Supermarket
Operators of America, Inc., as amended and restated as of
October 9, 1996(18)
10.29 Amendment No. 1 to Credit Agreement dated as of October 4, 1996
among ShopKo Stores, Inc. and the Banks named therein(19)
10.30 Employment Agreement dated as of , 1996 between ShopKo
Stores, Inc. and Dale Kramer.(1)
10.31 Employment Agreement dated as of , 1996 between ShopKo
Stores, Inc. and William Podany.(1)
10.32 Employment Agreement dated as of , 1996 between ShopKo
Stores, Inc. and Jeffrey Jones.(1)
10.33 Registration Rights Agreement between Cabot Noble, Inc. and
Supermarket Operators of America, Inc. dated as of , 1996(1)
13.1 ShopKo Stores, Inc.'s Form 10-K Annual Report for the 52 weeks
ended February 24, 1996 (Commission File No. 1-10876)(16)
13.2 ShopKo Stores, Inc.'s Form 10-Q for the 16 weeks ended June 15,
1996 (Commission File No. 1-10876)(20)
13.3 ShopKo Stores, Inc.'s Form 10-Q for 12 weeks ended September 7,
1996 (Commission File No. 1-10876)(19)
21 Subsidiaries of the Registrant(1)
23.1 Consent of Swidler & Berlin, Chartered (included in their
opinions filed as Exhibit 5 and Exhibit 8.1)
23.2 Consent of Sidley & Austin (included in their opinion filed as
Exhibit 8.2)
23.3 Consent of Deloitte & Touche LLP, Independent Auditor for Phar-
Mor, Inc.
23.4 Consent of Deloitte & Touche LLP, Independent Auditor for ShopKo
Stores, Inc.
23.5 Consent of Deloitte & Touche LLP, Independent Auditor for Cabot
Noble, Inc.
24 Power of Attorney (see signature page)
27 Financial Data Schedule

- --------
(1) To be filed by amendment.
(2) Incorporated herein by reference from Phar-Mor, Inc.'s Form 10, filed on
October 23, 1995.
(3) Incorporated herein by reference from Amendment No. 1 to Phar-Mor, Inc.'s
Form 10, filed on December 15, 1995.
(4) Incorporated herein by reference from ShopKo Stores, Inc.'s Registration
Statement on Form S-1, (Reg. No. 33-42283).
(5) Incorporated herein by reference from ShopKo Stores, Inc.'s Form 10-K,
Annual Report for the 53 weeks ended February 29, 1992.
(6) Incorporated herein by reference from ShopKo Stores, Inc.'s Form 10-K,
Annual Report for the 52 weeks ended February 26, 1994.

II-4

(7) Incorporated herein by reference from ShopKo Stores, Inc.'s Form 10-Q,
Quarterly Report for the 16 weeks ended June 20, 1992.
(8) Incorporated herein by reference from ShopKo Stores, Inc.'s Form 10-Q,
Quarterly Report for the 12 weeks ended September 11, 1993.
(9) Incorporated herein by reference from Phar-Mor, Inc.'s Form 10-K, Annual
Report for the fiscal year ended June 29, 1996.
(10) Incorporated herein by reference from Amendment No. 2 to Phar-Mor, Inc.'s
Form 10, filed on February 1, 1996.
(11) Incorporated herein by reference from ShopKo Stores, Inc.'s definitive
Proxy Statement dated May 9, 1995 filed in connection with ShopKo Stores,
Inc.'s 1995 Annual Meeting of Shareholders.
(12) Incorporated herein by reference from ShopKo Stores, Inc.'s Form 10-K,
Annual Report for the 52 weeks ended February 25, 1995.
(13) Incorporated herein by reference from ShopKo Stores, Inc.'s Form 10-Q,
Quarterly Report for the 12 weeks ended December 2, 1995.
(14) Incorporated herein by reference from ShopKo Stores, Inc.'s Form 10-K,
Annual Report for the 52 weeks ended February 27, 1993.
(15) Incorporated herein by reference from ShopKo Stores, Inc.'s Registration
Statement on Form S-1 (Reg. No. 33-45833).
(16) Incorporated herein by reference from ShopKo Stores, Inc.'s Form 10-K,
Annual Report for the 52 weeks ended February 24, 1996.
(17) Incorporated herein by reference from ShopKo Stores, Inc.'s definitive
Proxy Statement dated May 19, 1994 filed in connection with ShopKo
Stores, Inc.'s 1994 Annual Meeting of Shareholders.
(18) Incorporated herein by reference from ShopKo Stores, Inc.'s Form 8-K
filed on September 7, 1996.
(19) Incorporated herein by reference from ShopKo Stores, Inc.'s Form 10-Q,
Quarterly Report for the 12 weeks ended September 7, 1996.
(20) Incorporated herein by reference from ShopKo Stores, Inc.'s Form 10-Q,
Quarterly Report for the 16 weeks ended June 15, 1996.

(b) Financial Statement Schedules.

None.

All included in Annexes B and C of the Joint Proxy Statement/Prospectus.

UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective Registration Statement; and

II-5

(iii) 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.

(2) That, for the purpose of determining any liability under the
Securities Act, 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.

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

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange 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.

(c) The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the Joint Proxy Statement/Prospectus, to each person to whom
the Joint Proxy Statement/Prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the Joint
Proxy Statement/Prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the Joint Proxy
Statement/Prospectus, to deliver, or cause to be delivered to each person to
whom the Joint Proxy Statement/Prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the Joint
Proxy Statement/Prospectus to provide such interim financial information.

(d) The undersigned Registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser.

(e) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable Form.

(f) The undersigned Registrant undertakes that every prospectus: (i) that is
filed pursuant to the paragraph immediately preceding, or (ii) that purports
to meet the requirements of Section 10(a)(3) of the Securities Act of 1933 and
is used in connection with an offering of securities subject to Rule 415, will
be filed as a part of an amendment to the Registration Statement and will not
be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act, 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.

(g) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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

II-6

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 whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

(h) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Joint Proxy
Statement/Prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of
the Registration Statement through the date of responding to the request.

(i) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the city of Youngstown, state of
Ohio on this 11 day of October 1996.

Cabot Noble, Inc.

/s/ M. Daivid Schwartz
By:__________________________________
M. David Schwartz, President,Chief
Operating Officer, Director

II-8

POWER OF ATTORNEY

Each person whose signature to the Registration Statement appears below
hereby constitutes and appoints Robert M. Haft as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution
for such person and in such person's name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-4 of Cabot Noble,
Inc. and any or all amendments (including post-effective amendments) to the
Registration Statement, 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 agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of the dates listed below.

/s/ Robert M. Haft Chairman of the October 11,
- ------------------------------------- Board, Chief 1996
ROBERT M. HAFT Executive Officer
(Principal
Executive Officer)

/s/ John R. Ficarro Senior Vice October 11,
- ------------------------------------- President, 1996
JOHN R. FICARRO Secretary, Director

/s/ Daniel J. O'Leary Senior Vice October 11,
- ------------------------------------- President, Chief 1996
DANIEL J. O'LEARY Financial Officer
(Principal
Financial and
Accounting
Officer), Director

II-9