December 15, 2000


John C. Rocker
Homeland Stores, Inc.
P.O. Box 25008
Oklahoma City, Oklahoma 73125

Dear John:

       The purpose of this letter is to confirm our understanding with
respect to a termination of your employment with Homeland Stores, Inc. (the
"Company").  This letter agreement supersedes all prior agreements between
you and the Company with respect to your employment with the Company,
including, without limitation, the letter agreement dated December 8, 1998,
and the letter agreement dated December 8, 1999.

       The Company may terminate your employment at any time for any
reason.  If the Company terminates your employment prior to December 31,
2001, for any reason other than Cause or Disability, the Company will (i)
continue to pay you your base salary for one year after the date of your
termination of employment, and (ii) within 5 business days after your
employment terminates, pay you in a lump sum payment an amount equal to the
product of (A) your target bonus under the Company's incentive bonus plan for
the year in which your employment terminates and (B) a fraction, the
numerator of which is the number of days during such year prior to and
including the date of your termination of employment and the denominator of
which is 365; provided, however, that such prorated bonus amount under clause
(ii) above shall only be payable if, as of the date of such termination, the
Company's actual results of operations, on a year-to-date basis for the most
recently completed and publicly released fiscal quarter, are within 90% of
the target level under the Company's Management Incentive Bonus Program.

       In the event (i) you terminate your employment for any reason;
(ii) your employment terminates due to your death or Disability or (iii) your
employment is terminated by the Company for Cause, you will only be entitled
to receive the compensation and benefits payable to you under the Company's
otherwise applicable employee benefit plans or programs.

       As used in this letter agreement, "Cause" means (i) your willful
failure to perform substantially your duties as an officer and employee of
the Company (other than due to physical or mental illness), (ii) your
engaging in serious misconduct that is injurious to the Company, (iii) your
having been convicted of, or entered a plea of nolo contendere to, a crime
that constitutes a felony, (iv) your unauthorized disclosure of confidential
information (other than to the extent required by an order of a court having
competent jurisdiction or under subpoena from an appropriate government
agency) that has resulted or is likely to result in material economic damage
to the Company, or (v) any act of moral turpitude which has or may have an
adverse effect on the Company, including, without limitation, commission of a
felony or a misdemeanor involving moral turpitude.  As used in this letter
agreement, "Disability" means that, as a result of your incapacity due to
physical or mental illness, you have been absent from your duties to the
Company on a substantially full-time basis for 180 days in any twelve-month
period and within 30 days after the Company notifies you in writing that it
intends to replace you, you shall not have returned to the performance of
your duties on a full-time basis.

       All amounts payable to you hereunder will be paid net of any and
all applicable income or employment taxes required to be withheld therefrom
under applicable Federal, State or local laws or regulations.

       If the foregoing accurately sets forth our understanding, please
so indicate by signing below and returning one signed copy of this letter
agreement to me.

                                 HOMELAND STORES, INC.


                                 /s/ David Clark
                                 David Clark, President


                                 ACCEPTED AND AGREED
                                 as of this 2nd day of January, 2001


                                 /s/ John C. Rocker
                                 John C. Rocker