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EXHIBIT 10.22






                               SHOPKO STORES, INC.

                            EXECUTIVE RETIREMENT PLAN

                                 FEBRUARY, 1999


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                               SHOPKO STORES, INC.

                            EXECUTIVE RETIREMENT PLAN

                                    PREAMBLE


The principal objective of this ShopKo Stores, Inc. Executive Retirement Plan is
to ensure the payment of a competitive level of retirement income in order to
attract, retain and motivate selected executives. This plan is designed to
provide a benefit which, when added to other retirement income of the executive,
will meet the objective described above. Eligibility for participation in this
plan shall be limited to executives selected by a Committee of the Board of
Directors. This plan becomes effective on February 1, 1999, upon approval by the
Board of Directors Compensation and Stock Option Committee (the "Committee").



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                               SHOPKO STORES, INC.

                            EXECUTIVE RETIREMENT PLAN


                                    ARTICLE I

                                   DEFINITIONS

Whenever used herein with the initial letter capitalized, words and phrases
shall have the meanings stated below unless a different meaning is plainly
required by the context. All masculine terms shall include the feminine and all
singular terms shall include the plural in all cases in which they could thus be
applied unless the context clearly indicates the gender or the number.

1.1      "Actuarial Equivalent" means a benefit of equal value to another
         benefit as determined by computations using an annual interest rate of
         7.0% and the 1983 Group Annuity Mortality Table blended with 50% male
         and 50% female tables.

1.2      "Age" means Participant's age in years and completed months.

1.3      "Board" means the Board of Directors of the Company.

1.4      "CEO Supplemental Retirement Benefit" means, for Mr. Dale Kramer, an
         amount of annual benefit commencing on his Retirement Date and payable
         under the normal form in accordance with Section 3.1, which is the
         Actuarial Equivalent of the value of 40,000 shares of ShopKo Stores,
         Inc. stock as of the end of the day on the last trading day prior to
         the Participant's Retirement Date.

1.5      "Committee" means the Compensation and Stock Option Committee of the
         Board.

1.6      "Company" means ShopKo Stores, Inc.

1.7      "Compensation" means the aggregate of all amounts earned by a
         Participant and paid during a Fiscal Year from an Employer for
         services, including base pay and annual bonuses, employee
         contributions, if any, deferred under a cash or deferred arrangement
         which qualifies under Section 401(k) of the Internal Revenue Code, or
         any other deferred compensation arrangement, but excluding stock
         options, stock appreciation rights, restricted stock, severance pay,
         relocation and moving reimbursements, multi-year special bonuses and
         payments or distributions which receive special tax benefit.



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1.8      "Early Retirement Date" means the first day of the month coincident
         with or next following the date on which a Participant retires prior to
         the Participants Normal Retirement Date; provided that the Participant
         shall have attained age 50, shall have completed at least ten Years of
         Service, and shall have provided the Company and the Employer with
         thirty (30) days advance written notice of the Participant's election
         to take early retirement.

1.9      "Employee" means any person in the employ of the Company or a Related
         Company, except for a person compensated solely on a retainer or fee
         basis.

1.10     "Employer" means the Company or Related Company which employs or
         employed any Participant.

1.11     "Final Average Compensation" means a Participant's average annual
         Compensation based on the five consecutive Fiscal years of the Company
         out of the Participant's last ten Years of Service in which such
         Participant earned the highest amount of Compensation.

1.12     "Fiscal Year" means the fiscal year of the Company, which is currently
         the one-year period ending on the Saturday nearest January 31. The last
         ten Fiscal years ended on the following dates:

         1)        January 30, 1999
         2)        January 31, 1998
         3)        February 22, 1997
         4)        February 24, 1996
         5)        February 25, 1995
         6)        February 24, 1994
         7)        February 27, 1993
         8)        February 29, 1992
         9)        February 23, 1991
         10)       February 24, 1990

         Compensation earned and paid from February 1, 1998 to February 28, 1998
         shall be credited to both the Fiscal Years ended January 31, 1998 and
         January 30, 1999.


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1.13     "Joint and Survivor Annuity for Married Participants" means an annuity
         (i) which is payable to the Participant for the Participant's life with
         a survivor annuity payable to the Participant's Spouse for the life of
         such Spouse in an amount equal to one-half of the monthly amount
         payable during the life of the Participant and (ii) which is the
         Actuarial Equivalent of an annuity for life (as described in Section
         3.1 of the Plan) in the amount determined pursuant to the applicable
         provisions of this Plan.

1.14     "Normal Retirement Date" means the first day of the month coinciding
         with or next following a Participant's 62nd birthday (without regard to
         the Participant's Years of Service at that time).

1.15     "Participant" means any person who has become eligible to participate
         in the Plan in accordance with Article II, and who has not ceased to
         have rights to a Retirement Benefit hereunder.

1.16     "Plan" means the ShopKo Stores, Inc. Executive Retirement Plan, as set
         forth herein, and as it may be amended from time to time.

1.17     "Plan Effective Date" means February 1, 1999.

1.18     "Primary Social Security Benefit" means the reduced annual benefit
         expected to become payable to the Participant (without regard to any
         Social Security benefits payable to or on account of the Participants
         spouse or dependents) at age 62, upon the provisions of the Social
         Security Act as in effect at termination of the Participant's
         employment with an Employer or at the Participant's Normal Retirement
         Date, whichever is earlier. For a Participant whose employment
         terminates before age 62, the Social Security benefit expected to begin
         at age 62 will be based upon the assumption that the Participant will
         have zero earnings after termination which would be treated as wages
         for the purposes of the Social Security Act. No benefit shall be
         reduced because of any increase in the benefit level or wage base under
         Title II of the Social Security Act except where a reduction is
         permitted by regulations prescribed by the Secretary or the Secretary's
         delegate under Section 401(a)(15) or other applicable provisions of the
         Internal Revenue Code.



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1.19     "Profit Sharing Benefit" means the annual benefit payable under a
         single life annuity form purchasable by a Participant's accumulated
         account balance from the ShopKo Stores, Inc. Profit Sharing and Super
         Saver Plan and ShopKo Stores, Inc. Deferred Compensation Plan. To the
         extent that employer contributions (other than a Participant's salary
         deferral contributions) to any such plan have been withdrawn by a
         Participant, such contributions along with imputed income thereon (at a
         rate determined by the Committee), shall be added to the Participants
         accumulated account balance. In determining a Participant's Profit
         Sharing Benefit, however, the portion of any accumulated account
         balances attributable to a Participant's own contributions made: (i) on
         a before-tax basis pursuant to Section 401(k) of the Code; (ii) into
         the ShopKo Stores Deferred Compensation Plan; or (iii) on an after-tax
         basis shall be excluded. For purposes of this Section 1.20, a
         Participant's accumulated account balance from such a plan will be
         converted into an annual benefit amount payable as a single life
         annuity commencing as of the Participant's Retirement Date using the
         1983 Group Annuity Mortality Table blended with 50% male and 50% female
         tables, a 7.0% interest rate, and an immediate annuity factor based
         upon the Participant's Age as of his Retirement Date.

1.20     "Related Company" means any corporation, joint venture, limited
         liability company or other business entity in which the Company has a
         significant direct or indirect equity interest, as determined by the
         Committee in its sole discretion.

1.21     "Retirement Benefit" means a pension or any other payment or payments
         payable under the terms of this Plan to a Participant or the
         Participant's Spouse.

1.22     "Retirement Date" means the date on which a Participant's Retirement
         Benefit commences.

1.23     "Spouse" means an individual who is legally married to a Participant as
         of the earlier of the date of the Participant's death or the
         Participant's Retirement Date.

1.24     "Years of Credited Service" means the Years of Service an Employee
         completed while employed by the Employer up to a maximum of 20 Years.
         Service with a Related Company prior to such Related Company's
         affiliation with the Company shall not be included in the calculation
         of Years of Credited Service.

1.25     "Years of Service" means the aggregate of all periods of employment by
         an Employer of an Employee, each such period to be calculated in
         completed years and months.




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                                   ARTICLE II

                                  PARTICIPATION

2.1      Participating Employees. Each executive selected by the Chief Executive
         Officer ("CEO") and approved by the Committee to participate in the
         Plan shall become a Participant on the date specified by the Committee.
         Each Participant's right to benefits under this Plan shall vest in
         accordance with Article V hereof.

2.2      Cessation of Participation. A participant shall cease to be an active
         Participant in this Plan and such Participant shall become an inactive
         Participant as of the date such Participant ceases to be an Employee of
         an Employer, if they are not vested in accordance with Article V.


                                   ARTICLE III

                     FORM AND AMOUNT OF RETIREMENT BENEFITS

3.1      Normal Retirement Benefit. The Normal Retirement Benefit payable to a
         Participant who retires on or after the Participant's Normal Retirement
         Date shall be a monthly Retirement Benefit commencing on the
         Participant's Retirement Date and payable during the Participant's
         lifetime and ceasing with the last payment due on the first day of the
         month in which the Participant dies. The amount of the Normal
         Retirement Benefit shall be equal to one-twelfth of the excess, if any,
         of (a) over the sum of (b), (c), (and (d) in the case of Dale P.
         Kramer) where:

         (a) equals two (2) percent of the Participant's Final Average
             Compensation multiplied by the Participant's Years of Credited
             Service,
         (b) equals one-half of the Participant's annual Primary Social Security
             Benefit,
         (c) equals the Participant's Profit Sharing Benefit, and
         (d) equals the CEO Supplemental Retirement Benefit.



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3.2      Early Retirement Benefit. Each Participant who retires prior to the
         Participants Normal Retirement Date shall receive a monthly Retirement
         Benefit commencing on the Participant's Early Retirement Date and
         payable under the normal form in accordance with Section 3.1. The
         monthly Retirement Benefit shall be equal to one-twelfth of the excess,
         if any, of (a) over the sum of (b), (c), (and (d) in the case of Dale
         P. Kramer) where:

         (a) equals two (2) percent of the Participant's Final Average
             Compensation multiplied by the Participant's Years of Credited
             Service and reduced by .1667 percent for each month by which the
             Participant's Retirement Date precedes the Participant's Normal
             Retirement Date, except that the reduction shall not apply if the
             Participant's Age plus Years of Service is greater than or equal to
             80,

         (b) equals one-half of the Participant's annual Primary Social Security
             Benefit payable at age 62, reduced by .4167 percent for each month
             by which Participant's Early Retirement Date precedes the
             Participant's Normal Retirement Date,

         (c) equals the Participant's Profit Sharing Benefit payable at the
             Early Retirement Date, and

         (d) equals the CEO Supplemental Retirement Benefit payable at the Early
             Retirement Date.

3.3      Form of Retirement Benefit Payment. The Retirement Benefit shall be
         paid as a Joint and Survivor Annuity for Married Participants and as a
         life annuity for single Participants. The Joint and Survivor Annuity
         for Married Participants shall be Actuarial Equivalent of the life
         annuity a single Participant would receive.

3.4      Treatment of Payments Under Other Plans. Benefits earned by a
         Participant under this Plan shall not be considered "Compensation" as
         that term is defined in other ShopKo Stores, Inc. Plans.


                                   ARTICLE IV

                        DEATH BENEFITS BEFORE RETIREMENT

4.1      Death of a Participant Before Commencement of Retirement Benefit. If a
         Participant dies before the date Retirement Benefits commence
         hereunder, no benefits shall be payable under this Plan, except as to
         otherwise provided in Section 4.2.


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4.2      Surviving Spouse Benefit. If a Married Participant who has any vested
         interest in the Participant's Retirement Benefits dies before the
         Participant's Retirement Benefits commence, the Spouse, if then living,
         shall receive a monthly income for life. Such monthly income shall
         commence on the first day of the month next following the month in
         which the death of the Participant occurred and cease with the last
         payment due on the first day of the month of death of the Spouse. The
         Spouse's monthly income shall be equal to the Retirement Benefit to
         which the Spouse would be entitled under Article III had the
         Participant retired on the day prior to the date of the Participant's
         death.


                                    ARTICLE V

                                     VESTING

(a)      5.1 Vesting. A Participant shall have no vested interest in benefits
         under this Plan until the Participant attains the Participant's Early
         Retirement Date or Normal Retirement Date, at which time the
         Participant shall be fully (100%) vested.


                                   ARTICLE VI

                          PAYMENT OF RETIREMENT BENEFIT

6.1      Survival. Payment of any Retirement Benefit hereunder which is
         contingent upon the survival of the payee shall cease with the last
         payment due the payee before the payee's death.

6.2      Administrative Powers Relating to Payments. If a Participant or Spouse
         is under a legal disability or, by reason of illness or mental or
         physical disability, is unable, in the opinion of the Committee, to
         attend properly to such Participant's personal financial matters, the
         Committee may make such payments in such of the following ways as the
         Committee shall direct:

         (a) Directly to such Participant or Spouse;
         (b) To the legal representative of such Participant or Spouse; or
         (c) To some relative by blood or marriage, or friend, for the benefit
             of such Participant or Spouse.

         Any payment made pursuant to this Section 6.2 shall be in complete
         discharge of the obligation for such payment under the Plan.


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6.3      Missing Persons.

         (a) The Company or its Predecessors shall be deemed to have made
             adequate tender of payment of any benefit payable hereunder to a
             person if payment is made by check or by money order, and mailed to
             the last address of such person furnished to the Company.

         (b) If a person shall fail to claim or collect any such tender for a
             period of three months from the date thereof, the Company may stop
             payment on such tender and on any other tenders subsequent to the
             tender not claimed or collected and may suspend any further benefit
             payments hereunder until the Company can ascertain whether such
             person was living at the time any such tender was made and whether
             any benefit payments are due hereunder to A person. Upon such
             suspension of payments, a written notice thereof and of the
             provisions of this Section 6.3 shall be mailed by the Company to
             the last address known to it of the person entitled to such payment
             or payments

         (c) If such person shall fail to claim any such payment for a period of
             three years after such written notice is mailed, such person for
             all purposes of the Plan be deemed to have died on the day
             immediately preceding the date of the first such tender which has
             not been claimed or collected.

6.4      Small Sum Provision. If the aggregate Actuarial Equivalent value of the
         monthly benefit is less than $25,000, the benefit will be paid in one
         lump sum within 60 days following retirement. No further benefits will
         be payable in this case.


                                   ARTICLE VII

                               GENERAL PROVISIONS

7.1      Funding. The Plan is intended as an unfunded pan of deferred
         compensation. The Company intends to establish appropriate reserves for
         the Plan on its books of account in accordance with generally accepted
         accounting principles. Such reserves shall be, for all purposes, part
         of the beneficial funds of the Company and no Participant, Spouse or
         other person claiming a right under the Plan shall have any interest,
         right or title to such reserves.

7.2      Continuation of the Plan. The Plan shall be binding upon the Company
         and any successors or assigns of the Company including any entity with
         or into which the Company or its successors or assigns shall
         consolidate or merge or any entity to which all or substantially all of
         the assets of the Company or its successors or assigns has been
         transferred.


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7.3      Right to Amend, Suspend or Terminate. The Company reserves the right at
         any time and from time to time to amend, suspend or terminate the Plan
         by action of its Board of Directors without the consent of any
         Participant, Spouse, or other persons claiming a right under the Plan.
         No amendment of the Plan shall reduce the benefits of any Participant
         below the amount to which such Participant has become vested pursuant
         to Section 5.1 prior to the date of amendment, suspension or
         termination.

7.4      Rights to Benefits. No person shall have any right to a benefit under
         the Plan except as such benefit has accrued to such person in
         accordance with the terms of the Plan, and the such right shall be no
         greater than the rights of any unsecured general creditors of the
         Company. Notwithstanding any other provisions of this Plan, if a
         Participant shall be terminated for cause, all of such Participant's
         rights to benefits under this Plan shall be forfeited. A Participant
         shall be deemed to have been terminated for cause if such Participant
         is terminated because of such Participant's actions or conduct which
         would make it unreasonable to require the Employer to retain the
         Participant in its employment, such as, but not limited to,
         embezzlement or misappropriation of corporate funds, other acts of
         dishonesty, willful improper disclosure of any information concerning
         any matter affecting or relationship to the Employer or the business of
         the Employer, significant activities harmful to the reputation of the
         Employer, willful refusal to perform or substantial disregard of duties
         properly assigned to him, a significant violation of any contractual,
         statutory or common law duty of loyalty to the Employer or substantive
         breach of any of the provisions of such Participant's employment
         agreement

7.5      Titles. The titles of the Articles and Sections herein are included for
         convenience of reference only and shall not be construed as part of
         this Plan, or have any effect upon the meaning of the provisions
         hereof.

7.6      Impossibility of Action. In case it becomes impossible for any party to
         perform any act under this Plan, that act shall be performed which in
         the judgment of such party will most nearly carry out the intent and
         purposes of this Plan. All parties concerned shall be bound by any such
         acts performed under such conditions.

7.7      Separability. If any term or provision of this Plan as presently in
         effect or as amended from time to time, or the application thereof to
         any payments or circumstances, shall to any extent be invalid or
         unenforceable, the remainder of the Plan, and the application of such
         term or provisions to payments or circumstances other than those as to
         which it is invalid or unenforceable, shall not be affected thereby,
         and each term or provision of the Plan shall be valid and enforced to
         the fullest extent permitted by law.


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7.8      Authorized officers. Whenever the Company under the terms of the Plan
         is permitted or required to do or to perform any act or matter or
         thing, it shall be done and performed by any officer duly authorized by
         the Board of Directors of the Company, provided that the authority to
         approve Participants shall be vested in the Committee.

7.9      No Contract of Employment. Nothing herein contained shall be construed
         to constitute a contract of employment between any Employer and any
         Employee. The employment records of the Employees and the Company's
         records shall be final and binding upon all Employees as to liability
         and participation.

7.10     Data. It shall be a condition precedent to the payment of all benefits
         under the Plan that each Participant, former Participant and Spouse
         must furnish to the Company such documents, evidence or information as
         the Company considers necessary or desirable for the purpose of
         administering the Plan, or to protect the Company.

7.11     Restrictions Upon Assignments and Creditors' Claims. Except as in the
         Plan otherwise provided, no Participant, former Participant or any
         Spouse, or the state of any such person, shall have the power to
         assign, pledge, encumber or transfer any interest in the Plan while the
         same shall be possession of the Company. Any such attempt at alienation
         shall be void. No such interest shall be subject to attachment,
         garnishment, execution, levy or any other legal equitable proceeding or
         process and any attempt to so such interest shall be void.

7.12     Applicable Law. The Plan shall be construed and administered In
         accordance with the laws of Wisconsin to the extent such laws are not
         superseded by ERISA.


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