HOMELAND STORES, INC.
                              
               1996 MANAGEMENT INCENTIVE PLAN
               1995 MANAGEMENT INCENTIVE PLAN



MANAGEMENT INCENTIVE PLAN

  1)   Purpose of Plan

       Definitions

       Administration and Interpretation

       Eligible Employees

       Amount Available for Annual Performance Bonus

       Bonus Elements

       Allocation of Annual Performance Bonus

       Form and Settlement of Incentive Compensation Award

       Limitations
       Retail Management Incentive Plan

       Amendment, Suspension or Termination of the Plan
       Exhibits
                              

          1)   PURPOSE OF THE PLAN

  The purpose of this Plan is to aid in obtaining and retaining qualified  
  and competent management personnel and to encourage significant 
  contributions to the success of Homeland Stores, Inc. by providing 
  additional compensation to those individuals who contribute to the
  successful and profitable operation of the affairs of Homeland Stores, Inc.
  
          1)   DEFINITIONS

  Unless as otherwise defined elsewhere in this Plan, these terms shall have 
  the following meanings.

                    1)   Annual Performance Incentive Award (Bonus) shall 
                         mean an award of cash which is made pursuant to this 
                         Plan;

                    2)   Board of Directors shall mean the duly elected and 
                         serving Board of Directors of the Company;

                    3)   Committee shall mean the persons appointed to 
                         administer the Plan in accordance with Section III;

                    4)   Company shall mean Homeland Stores, Inc.;

                    5)   EBITDA shall mean the consolidated net income (loss) 
                         as determined by GAAP for any period adjusted to 
                         exclude (without duplication) the following items 
                         that are included in calculating such consolidated 
                         net income:

                              (i)  consolidated interest expense;
                             (ii)  provision for income taxes;
                            (iii)  extraordinary gains or losses;
                             (iv)  depreciation and amortization;
                              (v)  any other non-cash charges;
                             (vi)  reorganization items.

                    6)   Participant shall mean an employee to whom the 
                         Committee makes an award under the Plan;

                    7)   Performance Period shall be any twelve consecutive 
                         month period designated by the Board of Directors.  
                         Unless otherwise so specified, such period shall 
                         commence on December 31, 1995 and expire on December
                         28, 1996 (fiscal 1996);

                    8)   Plan shall mean this Management Incentive Plan;

  9)   ADMINISTRATION AND INTERPRETATION

  The Plan shall be administered by a Committee which, unless otherwise  
  determined by the Board of Directors, shall be members of the Compensation 
  Committee of the Board of Directors who are not participants hereunder. 
  The membership of the Committee may be reduced, changed, or increased from 
  time to time at the absolute discretion of the Board of Directors.  The 
  Committee shall have full power and authority to interpret and administer 
  the Plan and, subject to the provisions herein set forth, to prescribe,  
  amend and rescind rules and regulations and make all other determinations 
  necessary or desirable for the Plans administration.

  The decision of the Committee relating to any question concerning or 
  involving the interpretation or administration of the Plan shall be final 
  and conclusive, and nothing in the Plan shall be deemed to give any officer 
  or employee his legal representatives or assignees, any right to participate 
  in the Plan except to such extent, if any, as the Committee may have 
  determined or approved pursuant to the provisions of the Plan.

  1)   ELIGIBLE EMPLOYEES

  Employees eligible to participate in the Plan shall be management or 
  executive-level employees and corporate officers.   Also included are   
  other key employees recommended by senior management.  Any such employee  
  or officer may be designated a participant by the Board of Directors and 
  those eligible to participate for any given performance year shall be as 
  determined by such Board and set forth in Exhibit c for that performance 
  year.

  1)   AMOUNT AVAILABLE FOR ANNUAL PERFORMANCE BONUS

  The bonus amounts to be made available to participants will be determined 
  from time to time by the Board of Directors of the Company, and will be set 
  forth in the exhibits of the Plan for each performance year.   These
  amounts will be determined and they will be:

                    1)   Target Bonus Potential - This is an amount expressed 
                         as a percentage of each participants base 
                         compensation determined at the beginning of the  
                         performance year which is payable if the plan EBITDA 
                         goals as set forth in the exhibit are met.

                    2)   Maximum Opportunity Bonus Potential - This is the 
                         maximum amount of bonus which will be payable to a 
                         participant and will be attained only if the EBITDA 
                         plan goals are exceeded, as set forth in the exhibit.
                         
                    3)   Threshold Bonus Potential - This is the minimum 
                         acceptable level of performance for awards to 
                         commence. The Company has to achieve a minimum EBITDA 
                         of $17.1 million before any bonus payout occurs

                    4)   Newly Eligible or New Hires - Bonus paid is prorated, 
                         based on length of time in current position.

     Terminations - Not eligible to receive a bonus unless the individual was 
     employed at the end of the year unless otherwise provided for in any   
     severance agreement that has been approved by the Board of Directors.  
     Final determination, as in all cases,  will be made by the Committee of 
     the Board of Directors.

  1) BONUS ELEMENTS

  The bonus structure shall be built around two separate individual elements  
  which together will determine the ultimate bonus to be paid.  They are as 
  follows:

                    1)   CORPORATE PERFORMANCE AWARD
                         (CPA) - This bonus award will be determined based 
                         upon the achievement of specific goals by the 
                         Company. This amount will represent a fixed 
                         percentage of the total award, as defined in the 
                         exhibit and will be different by level within the 
                         organization.

                    2)   INDIVIDUAL PERFORMANCE AWARD
                         (IPA) - This bonus award will be based upon the 
                         participants performance of duties and achievement 
                         of individual goals and objectives as determined by 
                         the President.  This bonus may be awarded or not 
                         awarded or awarded in any percentage as determined 
                         by the President, based upon attainment of goals as 
                         set forth below.

     The balance or weighting between each element will be determined by the  
     Committee each year based upon recommendations made by the President.  
     (The IPA will only be payable if the CPA is payable).

     The threshold for the plan to be activated would be at 90% of Target 
     EBITDA ($17.1 million) net of bonus.  The bonus amount for the various 
     management category at the different level of EBITDA is described in the 
     exhibit.  At 100% attainment of goals for both corporate (EBITDA at 
     $19.0 million) and individual, a participant will receive the full 
     incentive award.   To achieve the maximum bonus, the Company must reach  
     an EBITDA of $22.8 million, net of bonus.

  1)  ALLOCATION OF ANNUAL PERFORMANCE BONUS

   As soon as practical after the end of the Companys fiscal year and after 
   audit, the Committee will assess the financial performance of the Company   
   and specifically determine if the incentive Target EBITDA in force for the 
   fiscal year has been met.  The Committee will request of the President his  
   assessment of individual performance levels of Plan participants and 
   recommendation for Individual Performance Award levels.

   Based upon achievement of performance levels and individual award 
   recommendations made by the President, the Committee will then determine 
   the amount of each Annual Performance Bonus for each participant in 
   accordance with the provisions of the Plan and the specifics in force for 
   the performance period.

   The Committee shall be under no compulsion to award the full amount of the 
   bonus pool if the corporate awards and individual awards together do not  
   exhaust the potential bonus pool.  Any bonuses available but not awarded, 
   will cease to be bonuses and will revert to the Company.   Amounts awarded 
   are not to be considered as compensation of any employee for the purpose   
   of calculating benefits, unless expressly provided for under the provision 
   of a specific plan.

  1)   FORM AND SETTLEMENT OF INCENTIVE COMPENSATION AWARDS

   Awards shall be paid in cash.  The Committee shall have complete and 
   absolute authority to determine the form and settlement of each individual 
   bonus.

   The settlement of an award to any participant for any year will be handled 
   in the following manner except for any separate severance agreement 
   approved by the Board.

   Cash - Cash payment will be paid as soon as possible in a lump sum at the 
   end of the fiscal year following the Committee's decision that is made  
   pursuant to Section IV.

   If a participant dies before the payment of a bonus and without having  
   forfeited his right to the payment thereof pursuant to Section IX hereof, 
   such unpaid bonus shall be paid to his estate or legal representative 
   either as originally provided or otherwise as the Committee may determine 
   in each individual case.




          1)    LIMITATIONS

   No participant or any other person shall have any interest in any fund or 
   in any specific asset or assets of the Company by reason of a bonus that 
   has been made but has not been paid or distributed to him.   No 
   participant shall have the right to assign,  pledge or otherwise dispose 
   of any bonus distributable to him in the future, nor shall such 
   participant's contingent interests in such unpaid installments be subject  
   to garnishment,  transfer by operation of law or any legal process.

1)   RETAIL MANAGEMENT INCENTIVE PLAN ("Retail Plan")

   The Retail Plan as more fully described in Exhibit D is applicable for   
   retail stores management (including district managers) only.   There are  
   special payment terms in the Retail Plan that may be different to Section  
   VIII above.  The special terms are an added incentive for the retail 
   management personnel.

          1)   AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

   The Board of Directors of the Company may at any time amend, suspend or 
   terminate the Plan, in whole or in part, except that no amendment,   
   suspension or termination shall reduce any benefits payable to a 
   participant or his estate or legal representative or shall reduce any 
   benefits awarded to a participant prior to the date of such amendment,   
   suspension or termination, except as provided for in Section IX. 
   1996 Incentive Plan

                      RETAIL OPERATIONS
                      DISTRICT MANAGERS
                              
ELIGIBILITY

All District Managers are eligible to participate in the plan.  The plan   
will be paid semi-annually.   Each participant in the plan must be actively 
employed in the position at the time of payment.  No bonus will be paid 
unless the company achieves its hurdle rate of 90% of EBITDA plan.   No bonus  
will be paid unless the District hits a minimum of 90% of its N.O.P. target.

INCENTIVE PLAN PAYMENT

The total maximum bonus for all District Managers will be 50% of their base 
pay, with the exception of the Special Incentive paid to District Managers 
who exceed their  N.O.P. target.  There will be no cap on the Special 
Incentive.  

TRANSFERS AND NEW HIRES

District Managers will receive pro rata portion of bonus from the previous 
District and a pro rata portion from the new District based on the length of 
time in each assignment during the bonus period.

BONUS ELEMENTS

The bonus plan will be broken down into four parts, excluding the Special 
Incentive.  Eligible participants will be paid on the following:

                    1)   .7 Percent of all N.O.P. up to 50% of their 
                         eligible amount.

                    2)   Up to 20% of their eligible amount for achievement 
                         of their sales target.

                    3)   An additional 15% of eligible amount for attaining 
                         controllable expense targets:

                         Wages              6%
                         Supplies           2%
                         Checks             3%
                         Cash               2%
                         Inventory Turns    2%

                    1)   Up to 15% of their eligible amount based on 
                         achievement of the personal objectives set by the 
                         District Manager and the Vice President of Retail
                         Operations.

AWARD PAYMENT

The incentive bonus will be paid out semi-annually.  Payment
will  be  made as soon as practical after the close of  each
bonus period.  Ten Percent of the bonus payment will be held
back  from the first semi-annual payment.  The entire  bonus
will be paid after the close of the fiscal year.

BONUS CALCULATION (After Eligibility of 90% of N.O.P. Target)

  1)   NOP:    After eligibility participants earn .7% of N.O.P. up to 50% of 
               bonus rate.

               90 to 94% of Sales Target .175% of N.O.P.
               95 to 99% of Sales Target .35%  of N.O.P.
               100% of Sales Target .7% of N.O.P.

  1)   SALES:  (Maximum 20% of Bonus Rate) to be paid in the following 
               manner:

               90 to 94% of Sales Target          10%
               95 to 99% of Sales Target          15%
               100% of Sales Target               20%

  1)   CONTROLLABLES:  (Maximum 15% of Bonus Rate)

               Wages                      6%
               Supplies                   2%
               Checks                     3%
               Cash                       2%
               Inventory Turns            2%

  1)   Up to 15% of their eligible amount based on achievement of the 
  personal objectives set by the District Manager and the Vice President of 
  Retail Operations.

*SPECIAL INCENTIVE N.O.P.

Eligible participants will receive an additional .7% of all N.O.P. over 
their N.O.P. target.  This special incentive will have no cap on it.



                     1996 Incentive Plan

                      RETAIL OPERATIONS
                              
ELIGIBILITY

All Store Managers, Assistant Store Managers, Pharmacy Managers and  
Assistant Pharmacy Managers are eligible to participate in the plan.  The 
plan will be paid semi-annually.   Each participant in the plan must be  
actively employed in the position at the time of payment.  No bonus will be 
paid unless the company achieves its hurdle rate of 90% of EBITDA plan.  No 
store bonus will be paid unless store hits a minimum of 90% of its N.O.P. 
target.

INCENTIVE PLAN PAYMENT

The total maximum bonus for all Store Managers will be 30% of their base  
pay, with the exception of the Special Incentive paid to Store Managers who 
exceed their N.O.P. target.   There will be no cap on the Special Incentive.
First Assistant Managers will be paid 10% of the Store Managers bonus and 5% 
will be paid to Second Assistants.

TRANSFERS AND NEW HIRES

Store Managers will receive pro rata portion of bonus from the previous store 
and a pro rata portion from the new store based on the length of time in each 
assignment during the bonus period.  Assistant Store Managers bonus will be 
based on the store assigned to at the end of the bonus period.  New hires or 
newly eligible participants will have their bonus based on length in current 
position.

BONUS ELEMENTS

The bonus plan will be broken down into three parts, excluding the Special 
Incentive.  Eligible participants will be paid on the following:

                         1)   One Percent of all N.O.P.
                              up to 50% of their eligible amount.

                         2)   Up to 30% of their eligible amount for 
                              achievement of their sales target.

                         3)   An additional 20% of eligible amount for 
                              attaining controllable expense target:

                                   Wages                12%
                                   Supplies              2%
                                   Checks                2%
                                   Cash                  2%
                                   Inventory Turns       2%

AWARD PAYMENT

The incentive bonus will be paid out semi-annually.  Payment will be made as 
soon as practical after the close of each bonus period.  Ten Percent of the 
bonus payment will be held back from the first semi-annual payment.  The 
entire bonus will be paid after the close of the fiscal year.

BONUS CALCULATION  (After Eligibility of 90% of N.O.P.
Target)

  1)   NOP:  After eligibility participants earn 1% of N.O.P.
       up to 50% of bonus rate.

               90 to 94% of Sales Target      .25% of N.O.P.
               95 to 99% of Sales Target       .5% of N.O.P.
               100% of Sales Target             1% of N.O.P.

  1)   SALES:  (Maximum 30% of Bonus Rate) to be paid in the
       following manner:

               90 to 94% of Sales Target          10%
               95 to 99% of Sales Target          20%
               100% of Sales Target               30%

  1)   CONTROLLABLES:  (Maximum 20% of Bonus Rate)

               Wages                     12%
               Supplies                   2%
               Checks                     2%
               Cash                       2%
               Inventory Turns            2%


*SPECIAL INCENTIVE N.O.P.

Eligible participants will receive an additional 1% of all N.O.P. over 
their N.O.P. target.  This special incentive will have no cap on it.

PHARMACY INCENTIVE BONUS

                 Pharmacy  Manager  receives  .6%  of  store
                  pharmacy sales.
                Assistant Pharmacy Manager receives .45%  of
                 store pharmacy sales.

This incentive will be paid out on a quarterly basis, one quarter in arrears, 
and is independent of corporate EBITDA performance.