HOMELAND STORES, INC.
                              
                       1998 MANAGEMENT INCENTIVE PLAN



MANAGEMENT INCENTIVE PLAN

                                                                      Page #
  I)    Purpose of Plan                                                3

  II)   Definitions                                                    3

  III)  Administration and Interpretation                              4

  IV)   Eligible Employees                                             4

  V)    Amount Available for Annual Performance Bonus                  4

  VI)   Bonus Elements                                                 5

  VII)  Allocation of Annual Performance Bonus                         6

  VIII) Form and Settlement of Incentive Compensation Award            6

  IX)   Limitations                                                    7

  X)    Retail Management Incentive Plan                               7

  XI)   Amendment, Suspension or Termination of the Plan               7

  XII) Exhibits:
          A. 1998 EBITDA Table                                         8
          B. 1998 Bonus Sharing Pool                                   9
          C. Corporate Incentive Potential & Weighting Factors         10
          D. Bonus Potential by Individual Corporate Management        11-15
          E. Retail Management Incentive Plan                          16-18
                              

  I) 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 incentive compensation to
  those individuals who contribute to the successful and profitable operation
  of the affairs of Homeland Stores, Inc.

  II) 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 and
                               (vi)   union contract contingency payments

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

                    7)   "Performance Period" shall be the fiscal year period as
                         designated by the Board of Directors.  Unless otherwise
                         so specified, such period shall commence on January 4,
                         1998 and expire on January 2, 1999 (fiscal 1998);

                    8)   "Plan" shall mean this Management Incentive Plan;

  III) 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
  and Benefits 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 Plan's 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.

  IV) ELIGIBLE EMPLOYEES

  Employees eligible to participate in the Plan shall be corporate officers, 
  management and supervisory employees. 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 D for that performance year.

  V) AMOUNT AVAILABLE FOR ANNUAL PERFORMANCE BONUS

  The bonus amounts to be made available to participants at each level of 
  EBITDA achieved will be determined from time to time by the Board of Directors
  of the Company. For this 1998 Plan, the bonus amount for each EBITDA level
  is set forth in Exhibit B. These amounts will be determined and they will be:

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

                    2)   Maximum 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 Exhibit A.

                    3)   Threshold Bonus Potential - This is the minimum
                         acceptable level of performance for awards to commence.
                         The Company has to achieve a minimum EBITDA after 
                         bonus of $21.5 million before any bonus payments can
                         be made.

                    4)   Newly Eligible or New Hires - Bonus paid is prorated,
                         based on length of time in current position. 
                         Probationary period, if applicable, is not included 
                         in computation.

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

VI) 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 participant's performance of 
                         duties and achievement of individual goals and 
                         objectives as determined by the Chief Executive 
                         Officer. This bonus may be awarded or not awarded or
                         awarded in any percentage as determined by the Chief
                         Executive Officer, 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 Chief Executive
     Officer. (The IPA will only be payable if the CPA is payable).

     The bonus CPA and IPA elements for the various management category at the
     different level of EBITDA is listed in Exhibit C.

VII) ALLOCATION OF ANNUAL PERFORMANCE BONUS

   As soon as practical after the end of the Company's fiscal year, the 
   Committee will assess the financial performance of the Company and 
   specifically determine which incentive EBITDA level for the fiscal year 
   has been met. The Committee will request of the Chief Executive Officer 
   assessment of individual performance levels of Plan participants and 
   recommendation for Individual Performance Award levels.

   Based upon achievement of corporate performance level and individual award
   recommendations made by the Chief Executive Officer, 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.

VIII)   FORM AND SETTLEMENT OF INCENTIVE COMPENSATION AWARDS

   Bonus awards shall be paid in cash. Notwithstanding that, the Committee 
   shall have complete and absolute authority to determine the form and 
   settlement of each individual bonus.

   All bonus awards (except for the retail employees) has to be approved by 
   the Committee prior to payout.

   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.

   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.


IX) 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.


X) RETAIL INCENTIVE PLAN

   The Retail Plan as more fully described in Exhibit E is applicable for 
   retail stores management only. No Company minimum EBITDA is required for 
   any bonus payment to be made under the Retail Plan.
          
XI) 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.
                              
                       1998 Retail Incentive Plan
                              
ELIGIBILITY

All Store Managers, Assistant Store Managers, Pharmacy Managers and Assistant
Pharmacy Managers are eligible to participate in the plan. Each participant in
the plan must be actively employed in the position at the time of payment.
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 
("Bonus Rate"), with the exception of the Special N.O.P Incentive paid to Store
Managers who exceed their N.O.P. target. There will be no cap on the Special
N.O.P.Incentive. First, Second and Third Assistant Managers will be paid 10%,
5% and 2.5% of the Store Managers bonus,respectively.

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 Bonus
                              Rate.
                         2)   Up to 30% of their Bonus Rate for achievement of 
                              their sales target.
                         3)   An additional 20% of Bonus Rate 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 in cash on an semi-annual basis. There will 
be a 10% holdback on the first semi-annual bonus payment..

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.

               92.5 to 94% of Sales Target:  .25% of N.O.P.
               95 to 97.4% of Sales Target:  .50% of N.O.P.
               97.5 to 99% of Sales Target:  .75% of N.O.P.
               100% of Sales Target:           1% of N.O.P.

   2)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%

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

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

SPECIAL N.O.P. INCENTIVE

Eligible participants will receive the following additional percentages of 
N.O.P. over their N.O.P. target:

      a) the first $50,000 of actual N.O.P. over the N.O.P. target : 1%
      b) the second $50,000 of actual N.O.P. over the N.O.P.target : 2%
      c) any additional actual N.O.P. over the N.O.P. target after a & b : 2.25%

This special incentive will have no cap on it.

PHARMACY INCENTIVE BONUS

Pharmacy managers will receive the following sales incentive bonus based on 
their actual sales:

                Pharmacy Manager receives 0.60% of store pharmacy sales.
                Assistant Pharmacy Manager receives 0.45% of store pharmacy 
                sales.

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