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EXHIBIT 10.19 - FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENT

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

         AGREEMENT by and between SHOPKO STORES, INC., a Wisconsin corporation
(the "Company"), and _______________________________ (the "Executive"), on this
_____________________________.

         The Company, on behalf of itself and its shareholders, wishes to assure
that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat, or occurrence of a Change of Control
(as defined below). The Board of Directors of the Company (the "Board") believes
it is imperative to diminish the inevitable distraction of the Executive by
virtue of the personal uncertainties and risks created by a pending or
threatened Change of Control, to encourage the Executive's full attention and
dedication to the Company currently and in the event of any threatened or
pending Change of Control, and to provide the Executive with compensation
arrangements upon a Change of Control which provide the Executive with
individual financial security and which are competitive with those of other
corporations and, in order to accomplish these objectives, the Board has caused
the Company to enter into this Agreement.



         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



1. CERTAIN DEFINITIONS.

         (a) The "Effective Date" shall be the first date during the "Change of
         Control Period" (as defined in Section 1(b)) on which a Change of
         Control occurs. Anything in this Agreement to the contrary
         notwithstanding, if the Executive's employment with the Company is
         terminated by the Company prior to the date on which a Change of
         Control occurs, and the Executive can reasonably demonstrate that such
         termination (i) was at the request of a third party who has taken steps
         reasonably calculated to effect a Change of Control, or (ii) otherwise
         arose in connection with or in anticipation of a Change of Control


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         then for all purposes of this Agreement the "Effective Date" shall mean
         the date immediately prior to the date of such termination.

                  The "Change of Control Period" is the period commencing on the
         date hereof and ending on the earlier to occur of (i) the third
         anniversary of such date or (ii) the first day of the month next
         following the Executive's voluntary retirement under the Company's
         retirement plan or policy ("Retirement"); provided however that
         commencing on the date one year after the date hereof, and on each
         annual anniversary of such date (such date and each annual anniversary
         thereof are hereinafter referred to as the "Renewal Dates"), the Change
         of Control Period shall be automatically extended so as to terminate on
         the earlier of (x) two years from such Renewal Date or (y) the first
         day of the month coinciding with or next following the Executive's
         Retirement, unless at least 60 days prior to the Renewal Date the
         Company shall give notice that the Change of Control Period shall not
         be so extended.

2. CHANGE OF CONTROL. FOR THE PURPOSE OF THIS AGREEMENT, A "CHANGE OF CONTROL"
SHALL MEAN ANY OF THE FOLLOWING EVENTS:

         (a) the acquisition by an individual, entity or group (within the
         meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
         of 1934, as amended (the "Exchange Act") (a "Person") of beneficial
         ownership (within the meaning of Rule 13d-3 promulgated under the
         Exchange Act) of 20% or more of either (i) the then outstanding shares
         of common stock of the Company (the "Outstanding Company Common Stock")
         or (ii) the combined voting power of the then outstanding voting
         securities of the Company entitled to vote generally in the election of
         directors (the "Outstanding Company Voting Securities"); provided,
         however, that for purposes of this subsection (a), the following
         acquisitions shall not constitute a Change of Control: (i) any
         acquisition directly from the Company, (ii) any acquisition by the
         Company, (iii) any acquisition by any employee benefit plan (or related
         trust) sponsored or maintained by the Company or any corporation
         controlled by the Company, (iv) any acquisition by any corporation
         pursuant to a transaction which complies with clauses (i) and (ii) of
         subsection (c) of this Section 2 or (v) any acquisition of 20% or more
         but less than a majority of either the Outstanding Company Common Stock
         or the Outstanding Company Voting Securities by any


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         individual, entity or group if at least a majority of the members of
         the Board were members of the Incumbent Board, as defined below, at the
         time of such acquisition; or

         (b) individuals who, as of the date hereof, constitute the Board (the
         "Incumbent Board") cease for any reason to constitute at least a
         majority of the Board; provided, however, that any individual becoming
         a director subsequent to the date hereof whose election, or nomination
         for election by the Company's shareholders, was approved by a vote of
         at least a majority of the directors then constituting the Incumbent
         Board shall be considered as though such individual were a member of
         the Incumbent Board, but excluding, for this purpose, any such
         individual whose initial assumption of office occurs as a result of an
         actual or threatened election contest with respect to the election or
         removal of directors or other actual or threatened solicitation of
         proxies or consents by or on behalf of a person other than the Board;
         or

         (c) consummation of a reorganization, merger or consolidation or sale
         or other disposition of all or substantially all of the assets of the
         Company for which approval of the shareholders of the Company is
         required (a "Business Combination"), in each case, unless, immediately
         following such Business Combination, (i) all or substantially all of
         the individuals and entities who were the beneficial owners,
         respectively, of the Outstanding Company Common Stock and Outstanding
         Company Voting Securities immediately prior to such Business
         Combination beneficially own, directly or indirectly, more than 50% of,
         respectively, the then outstanding shares of common stock and the
         combined voting power of the then outstanding voting securities
         entitled to vote generally in the election of directors, as the case
         may be, of the corporation resulting from such Business Combination
         (including, without limitation, a corporation which as a result of such
         transaction owns the Company or all or substantially all of the
         Company's assets either directly or through one or more subsidiaries)
         in substantially the same proportions as their ownership, immediately
         prior to such Business Combination of the Outstanding Company Common
         Stock and Outstanding Company Voting Securities, as the case may be and
         (ii) at least a majority of the members of the Board of Directors of
         the corporation resulting from such Business Combination were members
         of the Incumbent Board at the time of the execution of the initial
         agreement, or of the action of the Board, providing for such Business
         Combination; or


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         (d) approval by the shareholders of the Company of a complete
         liquidation or dissolution of the Company.

3. Agreement Period. The Company hereby agrees to provide to the Executive the
benefits and protections described herein, in consideration of the services
provided to the Company by the Executive after the date of this Agreement and of
the agreements of the Executive herein, for the period commencing on the
Effective Date and ending on the earlier to occur of (a) the second anniversary
of such date or (b) the first day of the month coinciding with or next following
the Executive's Retirement (the "Agreement Period").

4. Terms of Employment.

         (a)      Position and Duties.

                  (i) During the Agreement Period, (A) the Executive's position
                  (including status, offices, titles and reporting
                  requirements), authority, duties and responsibilities shall be
                  at least commensurate in all material respects with the most
                  significant of those held, exercised and assigned at any time
                  during the 90 day period immediately preceding the Effective
                  Date and (B) except when traveling in the normal course of
                  business, the Executive's services shall be performed at the
                  location where the Executive was employed immediately
                  preceding the Effective Date or any office or location less
                  than thirty-five (35) miles from such location.

                  (ii) During the Agreement Period, and excluding any periods of
                  vacation and sick leave to which the Executive is entitled,
                  the Executive agrees to devote reasonable attention and time
                  during normal business hours to the business and affairs of
                  the Company and, to the extent necessary to discharge the
                  responsibilities assigned to the Executive hereunder, to use
                  the Executive's reasonable best efforts to perform faithfully
                  and efficiently such responsibilities. During the Agreement
                  Period it shall not be a violation of this Agreement for the
                  Executive to (A) serve on corporate, civic or charitable
                  boards or committees, (B) deliver lectures, fulfill speaking
                  engagements or teach at educational institutions and (C)
                  manage personal investments, so long as such activities do not
                  significantly interfere with the performance of the
                  Executive's responsibilities as an


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                  employee of the Company in accordance with this Agreement. It
                  is expressly understood and agreed that to the extent that any
                  such activities have been conducted by the Executive prior to
                  the Effective Date, the continued conduct of such activities
                  (or the conduct of activities similar in nature and scope
                  thereto) subsequent to the Effective Date shall not thereafter
                  be deemed to interfere with the performance of the Executive's
                  responsibilities to the Company.

         (b)      Compensation.

                  (i) Base Salary. During the Agreement Period, the Executive
                  shall receive a base salary ("Base Salary") at a monthly rate
                  at least equal to the highest monthly base salary paid to the
                  Executive by the Company during the twelve-month period
                  immediately preceding the month in which the Effective Date
                  occurs. During the Agreement Period, the Base Salary shall be
                  reviewed at least annually and shall be increased at any time
                  and from time to time as shall be consistent with increases in
                  base salary awarded in the ordinary course of business to
                  other key executives of the Company. Any increase in Base
                  Salary shall not serve to limit or reduce any other obligation
                  to the Executive under this Agreement. During the Agreement
                  Period, Base Salary shall not be reduced after any such
                  increase.

                  (ii) Annual Bonus. In addition to Base Salary, the Executive
                  shall be awarded, for each fiscal year during the Agreement
                  Period, an annual bonus (an "Annual Bonus") (either pursuant
                  to any Company bonus plan or otherwise) in cash determined by
                  a formula at least as advantageous to the Executive, taking
                  into account any changes in the capital structure and business
                  organization of the Company taking place after the Effective
                  Date (and any other significant changes in the fairness or
                  applicability of such formula), as the formula in use
                  immediately prior to the Effective Date.

                  (iii) Incentive Savings and Retirement Plans. In addition to
                  Base Salary and Annual Bonus payable as hereinabove provided,
                  the Executive shall be entitled to participate during the
                  Agreement Period in all incentive, savings and retirement
                  plans and programs applicable to other key executives of the
                  Company. Such plans and programs, in the aggregate, shall
                  provide the Executive with



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                  compensation, benefits and reward opportunities at least as
                  favorable as the most favorable such compensation, benefits
                  and reward opportunities provided by the Company for the
                  Executive under such plans and programs as in effect at any
                  time during the 90-day period immediately preceding the
                  Effective Date or, if more favorable to the Executive, as
                  provided at any time thereafter with respect to other key
                  executives.

                  (iv) Welfare Benefit Plans. During the Agreement Period, the
                  Executive and/or the Executive's family, as the case may be,
                  shall be eligible for participation in and shall receive all
                  benefits under welfare benefit plans provided by the Company
                  (including, without limitation, medical, prescription, dental,
                  disability, salary continuance, executive life, group life,
                  accidental death and travel accident insurance plans and
                  programs), at least comparable to those in effect at any time
                  during the 90 day period immediately preceding the Effective
                  Date which would be most favorable to the Executive or, if
                  more favorable to the Executive, as in effect at any time
                  thereafter with respect to other key executives.

                  (v) Expenses. During the Agreement Period, the Executive shall
                  be entitled to receive prompt reimbursement for all reasonable
                  expenses incurred by the Executive in accordance with the most
                  favorable policies and procedures of the Company in effect at
                  any time during the 90 day period immediately preceding the
                  Effective Date or, if more favorable to the Executive, as in
                  effect at any time thereafter with respect to other key
                  executives.

                  (vi) Fringe Benefits. During the Agreement Period, the
                  Executive shall be entitled to fringe benefits, including use
                  of an automobile and payment of related expenses, in
                  accordance with the most favorable policies of the Company in
                  effect at any time during the 90 day period immediately
                  preceding the Effective Date or, if more favorable to the
                  Executive, as in effect at any time thereafter with respect to
                  other key executives.

                  (vii) Office and Support Staff. During the Agreement Period,
                  the Executive shall be entitled to an office or offices of a
                  size and with furnishings and other appointments, and to
                  secretarial and other assistance, at least equal to those

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                  provided to the Executive at any time during the 90-day period
                  immediately preceding the Effective Date which would be most
                  favorable to the Executive or, if more favorable to the
                  Executive, as provided at any time thereafter with respect to
                  other key executives.

                  (viii) Vacation. During the Agreement Period, the Executive
                  shall be entitled to paid vacation in accordance with the most
                  favorable policies of the Company as in effect at any time
                  during the 90 day period immediately preceding the Effective
                  Date or, if more favorable to the Executive, as in effect at
                  any time thereafter with respect to other key executives.

5. Termination. Prior to the Effective Date, the Employee's employment with the
Company may be terminated at any time by either the Company or the Employee in
accordance with any other applicable policy or agreement of the Company and the
Employee. During the Agreement Period, the following provisions shall apply:

         (a) Death or Disability. This Agreement shall terminate automatically
         upon the Executive's death. The Company may terminate this Agreement,
         after having established the Executive's Disability (pursuant to the
         definition of "Disability" set forth below), by giving to the Executive
         written notice of its intention to terminate the Executive's
         employment. In such a case, the Executive's employment with the Company
         shall terminate effective on the 30th day after receipt of such notice
         (the "Disability Effective Date"), provided that, within the 30 days
         after such receipt, the Executive shall not have returned to full-time
         performance of the Executive's duties. For purposes of this Agreement,
         "Disability" means disability which, at least 26 weeks after its
         commencement, is determined to be total and permanent by a physician
         selected by the Company or its insurers and acceptable to the Executive
         or the Executive's legal representative (such agreement as to
         acceptability not to be withheld unreasonably).

         (b) Cause. The Company may terminate the Executive's employment for
         "Cause." For purposes of this Agreement, "Cause" means (i) an act or
         acts of personal dishonesty taken by the Executive and intended to
         result in substantial personal enrichment of the Executive at the
         expense of the Company, (ii) repeated violations by the Executive of
         the Executive's obligations under Section 4(a) of this Agreement which
         are demonstrably


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         willful and deliberate on the Executive's part and which are not
         remedied after receipt of notice from the Company or (iii) the
         conviction of the Executive of a felony.

         (c) Good Reason. The Executive's employment may be terminated by the
         Executive for Good Reason. For purposes of this Agreement, "Good
         Reason" means:

                  (i) the assignment to the Executive of any duties inconsistent
                  in any respect with the Executive's position (including
                  status, offices, titles and reporting requirements),
                  authority, duties or responsibilities as contemplated by
                  Section 4(a) of this Agreement, or any other action by the
                  Company which results in a diminution in such position,
                  authority, duties or responsibilities, excluding for this
                  purpose an isolated, insubstantial and inadvertent action not
                  taken in bad faith and which is remedied by the Company
                  promptly after receipt of notice thereof given by the
                  Executive;

                  (ii) any failure by the Company to comply with any of the
                  provisions of Section 4(b) of this Agreement, other than an
                  isolated, insubstantial and inadvertent failure not occurring
                  in bad faith and which is remedied by the Company promptly
                  after receipt of notice thereof given by the Executive;

                  (iii) the Company's requiring the Executive to be based at any
                  office or location other than that described in Section
                  4(a)(i)(B) hereof, except for travel reasonably required in
                  the performance of the Executive's responsibilities;

                  (iv) any purported termination by the Company of the
                  Executive's employment otherwise than as permitted by this
                  Agreement; or

                  (v) any failure by the Company to comply with and satisfy
                  Section 13(c) of this Agreement.

                  For purposes of this Section 5(c), any good faith
                  determination of "Good Reason" made by the Executive shall be
                  conclusive.

         (d) Notice of Termination. Any termination by the Company for Cause or
         by the Executive for Good Reason shall be communicated by Notice of
         Termination to the other


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         party hereto given in accordance with Section 14(b) of this Agreement.
         For purposes of this Agreement, a notice of Termination" means a
         written notice which (i) indicates the specific termination provision
         in this Agreement relied upon, (ii) sets forth in reasonable detail the
         facts and circumstances claimed to provide a basis for termination of
         the Executive's employment under the provision so indicated and (iii)
         if the termination date is other than the date of receipt of such
         notice, specifies the termination date (which date shall be not more
         than fifteen (15) days after the giving of such notice).

         (e) Date of Termination. "Date of Termination" means the date of
         receipt of the Notice of Termination or any later date specified
         therein, as the case may be. If the Executive's employment is
         terminated by the Company other than for Cause or Disability, the Date
         of Termination shall be the date on which the Company notifies the
         Executive of such termination. If the Executive's employment is
         terminated by reason of death or Disability, the Date of Termination
         shall be the date of death of the Executive or the Disability Effective
         Date, as the case may be.

6. Obligations of the Company upon Termination.

         (a) Death. If, during the Agreement Period, the Executive's employment
         is terminated by reason of the Executive's death, this Agreement shall
         terminate without further obligations to the Executive's legal
         representatives under this Agreement, other than those obligations
         accrued or earned by the Executive hereunder as of the Date of
         Termination, including, for this purpose (i) the Executive's full Base
         Salary through the Date of Termination at the rate in effect on the
         Date of Termination or, if higher, at the highest rate in effect at any
         time from the 90 day period preceding the Effective Date through the
         Date of Termination (the "Highest Base Salary"), (ii) any accrued
         vacation pay not yet paid by the Company and (iii) any other amounts or
         benefits owing to the Executive under the then applicable employee
         benefit plans or policies of the Company (such amounts specified in
         clauses (i), (ii) and (iii) are herein after referred to as "Accrued
         Obligations"). The Company shall pay the amounts specified in clauses
         (i) and (ii) promptly after the Date of Termination (and in no case
         later than 30 days after the Date of Termination) and shall pay the
         amounts in clause (iii) promptly when due. Anything in this Agreement
         to the contrary notwithstanding, after the Effective Date, the
         Executive's family shall be entitled to


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         receive benefits at least equal to the most favorable benefits provided
         by the Company to surviving families of executives of the Company under
         such plans, programs and policies relating to family death benefits, if
         any, as in effect at any time during the 90-day period immediately
         preceding the Effective Date or, if more favorable to the Executive
         and/or the Executive's family, as in effect on the date of the
         Executive's death with respect to other key executives and their
         families.

         (b) Disability. If, during the Agreement Period, the Executive's
         employment is terminated by reason of the Executive's Disability, this
         Agreement shall terminate without further obligations to the Executive,
         other than those obligations accrued or earned by the Executive
         hereunder as of the Date of Termination, including for this purpose,
         all Accrued Obligations. Anything in this Agreement to the contrary
         notwithstanding, after the Effective Date, the Executive shall be
         entitled after the Disability Effective Date to receive disability and
         other benefits at least equal to the most favorable of those provided
         by the Company to disabled employees and/or their families in
         accordance with such plans, programs and policies relating to
         disability, if any, as in effect at any time during the 90 day period
         immediately preceding the Effective Date or, if more favorable to the
         Executive and/or the Executive's family, as in effect at any time
         thereafter with respect to other key executives and their families.

         (c) Cause: Other Than for Good Reason. If, during the Agreement Period,
         the Executive's employment shall be terminated for Cause, this
         Agreement shall terminate without further obligations to the Executive
         other than the obligation to pay to the Executive the Highest Base
         Salary through the Date of Termination plus any continuing obligations
         related to any compensation previously deferred by the Executive. If
         the Executive terminates employment other than for Good Reason, this
         Agreement shall terminate without further obligations to the Executive,
         other than those obligations accrued or earned by the Executive through
         the Date of Termination, including for this purpose, all Accrued
         Obligations.

         (d) Good Reason: Other Than for Cause or Disability. If, during the
         Agreement Period, the Company shall terminate the Executive's
         employment other than for Cause or


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         Disability, or the employment of the Executive shall be terminated by
         the Executive for Good Reason:

                  (i) the Company shall pay to the Executive in a lump sum in
                  cash within 30 days after the Date of Termination the
                  aggregate of the following amounts:

                           A. to the extent not therefore paid, the Executive's
                           Highest Base Salary through the Date of Termination;
                           and

                           B. ____ times the average of the Annual Bonuses
                           payable to the Executive in respect of the three
                           years preceding the fiscal year in which the
                           Effective Date occurs; and

                           C. ___ times the Highest Base Salary; and

                           D. all other amounts accrued or earned by the
                           Executive through the Date of Termination and amounts
                           otherwise owing under the then existing plans and
                           policies of the Company; and

                  (ii) for ____ years after the Date of Termination the Company
                  shall continue benefits to the Executive and/or the
                  Executive's family at least equal to those which would have
                  been provided to them in accordance with the health and dental
                  plans, programs and policies provided by the Company to
                  employees and/or their families if the Executive's employment
                  had not been terminated, including health insurance and dental
                  insurance, if and as in effect at any time during the 90-day
                  period immediately preceding the Effective Date or, if more
                  favorable to the Executive, as in effect at any time
                  thereafter with respect to other key executives and their
                  families; provided, however, that such benefit continuation
                  shall cease when and to the extent the Executive obtains
                  coverage through a new employer.

         Notwithstanding the foregoing, the Company will not pay to Executive,
         and Executive will not have any right to receive, any payments
         described in subsections 6(d)(i)(B) and (C) unless and until Executive
         or his legal representative (in the case of the Executive's death or if
         Executive is disabled such that he is unable to consent) executes, and
         there shall be effective following any statutory period for revocation,
         a release that irrevocably


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         and unconditionally releases, waives, and fully and forever discharges
         the Company, any company acquiring the Company or its assets, and their
         past and current shareholders, directors, officers, employees, and
         agents from and against any and all claims, liabilities, obligations,
         covenants, rights, demands and damages of any nature whatsoever,
         whether known or unknown, anticipated or unanticipated, relating to or
         arising out of the Executive's employment with the Company or
         termination thereof, including without limitation claims arising under
         the Age Discrimination in Employment Act of 1977, as amended, Title VII
         of the Civil Rights Act of 1974, as amended, the Civil Rights Act of
         1991, as amended, the Equal Pay Act, as amended, and any other federal,
         state, or local law or regulation, provided, however, that the release
         shall provide that nothing contained therein shall adversely affect the
         Executive's rights to receive benefits to which he is entitled under
         any qualified or nonqualified employee benefit plans and arrangements
         of the Company or this Agreement, or the Executive's rights to
         indemnification as provided under applicable law, the Articles of
         Incorporation or By-Laws of the Company or any written agreement
         between the Executive and the Company or the Company and a third party.

7. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
the Executive's continuing or future participation in any benefit, bonus,
incentive or other plan or program provided by the Company or any of its
affiliated companies and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may have under any
stock option or other agreements with the Company or any of its affiliated
companies. Amounts which are vested benefits or which the Executive is otherwise
entitled to receive under any plan or program of the Company or any of its
affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan or program.

8. Full Settlement. The Company's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Company may have against the Executive or others. In
no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement. The Company shall pay all legal fees
and related expenses (including the costs of experts, evidence and counsel)
reasonably incurred by the


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Executive as they become due as a result of the Executive's seeking to obtain or
enforce any right or benefit provided by this Agreement or by any other plan or
arrangement maintained by the Company under which the Executive is or may be
entitled to receive benefits. If any legal proceeding is commenced by the
Company to enforce or interpret the terms of this Agreement, or to recover
damages for breach hereof, and if the Executive ultimately prevails in such
legal proceeding, the Executive shall be entitled to recover from the Company
all legal fees and related expenses (including the costs of experts, evidence
and counsel) reasonably incurred by the Executive, in addition to any other
relief to which he may be entitled, plus in each case interest at the applicable
Federal rate provided for in Section 7872(f)(2) of the Code.

9. Certain Reduction of Payments by the Company.

         (a) Limitation of Payments. Notwithstanding anything contained herein
         to the contrary, prior to the payment of any amounts pursuant to
         Section 6(d) hereof, an independent national accounting firm designated
         by the Company (the "Accounting Firm") shall compute whether there
         would be any "excess parachute payments" payable to the Executive,
         within the meaning of Section 280G of the Internal Revenue Code of
         1986, as amended (the "Code"), taking into account the total "parachute
         payments," within the meaning of Section 280G of the Code, payable to
         the Executive by the Company or any successor thereto under this
         Agreement and any other plan, agreement or otherwise. If there would be
         any excess parachute payments, the Accounting Firm will compute the net
         after-tax proceeds to the Executive, taking into account the excise tax
         imposed by Section 4999 of the Code, if (i) the payments hereunder were
         reduced, but not below zero, such that the total parachute payments
         payable to the Executive would not exceed three (3) times the "base
         amount" as defined in Section 280G of the Code, less One Dollar
         ($1.00), or (ii) the payments hereunder were not reduced. If reducing
         the payments hereunder would result in a greater after-tax amount to
         the Executive, such lesser amount shall be paid to the Executive. If
         not reducing the payments hereunder would result in a greater after-tax
         amount to the Executive, such payments shall not be reduced. The
         determination by the Accounting Firm shall be binding upon the company
         and the Executive subject to the application of Section 9(b) hereof.


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         (b) Treatment of Mistaken Payments. As a result of the uncertainty in
         the application of Sections 280G of the Code, it is possible that
         excess parachute payments will be paid when such payment would result
         in a lesser after-tax amount to the Executive; this is not the intent
         hereof. In such cases, the payment of any excess parachute payments
         will be void ab initio as regards any such excess. Any excess will be
         treated as a loan by the Company to the Executive. The Executive will
         return the excess to the Company, within fifteen (15) business days of
         any determination by the Accounting Firm that excess parachute payments
         have been paid when not so intended, with interest at an annual rate
         equal to the rate provided in Section 1274(d) of the Code (or 120% of
         such rate if the Accounting Firm determines that such rate is necessary
         to avoid an excise tax under Section 4999 of the Code) from the date
         the Executive received the excess until it is repaid to the Company.

         (c) Payment of Costs and Expenses. All fees, costs and expenses
         (including, but not limited to, the cost of retaining experts) of the
         Accounting Firm shall be borne by the Company and the Company shall pay
         such fees, costs and expenses as they become due. In performing the
         computations required hereunder, the Accounting Firm shall assume that
         taxes will be paid for state and federal purposes at the highest
         possible marginal tax rates which could be applicable to the Executive
         in the year of receipt of the payments, unless the Executive agrees
         otherwise.

10. Confidential Information. For the period of the Executive's employment with
the Company, the Executive shall hold in a fiduciary capacity for the benefit of
the Company all secret or confidential information, knowledge or data relating
to the Company or any of its affiliated companies, and their respective
businesses, which shall have been obtained by the Executive during the
Executive's employment by the Company or any of its affiliated companies and
which shall not be public knowledge (other than by acts by the Executive or his
representatives in violation of this Agreement). After termination of the
Executive's employment with the Company, the Executive shall not, without the
prior written consent of the Company, communicate or divulge any such
information, knowledge or data to anyone other than the Company and those
designated by it for the two years beginning with the date of his termination of
employment with the Company. Notwithstanding the foregoing, the Executive's
obligations hereunder regarding confidential information shall continue after
the end of the two-year period following his or her


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termination of employment with the Company as regards any information which is a
trade secret as defined in Section 134.90 of the Wisconsin Statutes. In no event
shall an asserted violation of the provisions of this Section 10 constitute a
basis for deferring or withholding any amounts otherwise payable to the
Executive under this Agreement.

11. Exclusive Remedy. The payments, severance benefits and severance protections
provided to the Executive pursuant to this Agreement are to be paid and provided
in lieu of any severance payments, severance benefits and severance protections
provided in any other plan or policy of the Company, except as expressly
provided in writing under the terms of any plan or policy of the Company, or in
a written agreement between the Company and the Executive entered into after the
date of this Agreement.

12. Statement of Intention. It is the intention of the parties hereto that prior
to the Effective Date, this Agreement shall not create any rights or obligations
in the Executive or the Company, or require any payments by the Company to the
Executive, except as expressly provided herein.

13. Successors.

         (a) This Agreement is personal to the Executive and without the prior
         written consent of the Company shall not be assignable by the Executive
         otherwise than by will or the laws of descent and distribution. This
         Agreement shall inure to the benefit of and be enforceable by the
         Executive's legal representatives.

         (b) This Agreement shall inure to the benefit of and be binding upon
         the Company and its successors.

         (c) The Company will require any successor (whether direct or indirect,
         by purchase, merger, consolidation or otherwise) to all or
         substantially all of the business and/or assets of the Company to
         expressly assume and agree to perform this Agreement in the same manner
         and to the same extent that the Company would be required to perform it
         if no such succession had taken place. As used in this Agreement,
         "Company" shall mean the Company as hereinbefore defined and any
         successor to its business and/or assets as aforesaid which assumes and
         agrees to perform this Agreement by operation of law, or otherwise.


<PAGE>

14. Miscellaneous.

         (a) This Agreement shall be governed by and construed in accordance
         with the laws of the State of Wisconsin, without reference to
         principles of conflict of laws. The captions of this Agreement are not
         part of the provisions hereof and shall have no force or effect. This
         Agreement may not be amended or modified otherwise than by a written
         agreement executed by the parties hereto or their respective successors
         and legal representatives.

         (b) All notices and other communications hereunder shall be in writing
         and shall be given by hand delivery to the other party or by registered
         or certified mail, return receipt requested, postage prepaid, addressed
         as follows:

<TABLE>
<S>                                                   <C>
         If to the Executive:                         His most recent address as it appears on the
         --------------------                         Company's payroll records

         If to the Company:                           ShopKo Stores, Inc.
         ------------------                           700 Pilgrim Way
                                                      P.O. Box 19060
                                                      Green Bay, WI 54307-9060
                                                      Attention: Secretary
</TABLE>

         or to such other address as either party shall have furnished to the
         other in writing in accordance herewith. Notice and communications
         shall be effective when actually received by the addressee.

         (c) The Company may withhold from any amounts payable under this
         Agreement such Federal, state or local taxes as shall be required to be
         withheld pursuant to any applicable law or regulation. Furthermore,
         none of the payments under this subsections 6(d)(i)(B) and (C) shall be
         included as compensation for purposes of any pension, deferred
         compensation or welfare benefit plan or program of the Company.

         (d) The invalidity or unenforceability of any provision of this
         Agreement shall not affect the validity or enforceability of any other
         provision of this Agreement.


<PAGE>

         (e) The Executive's failure to insist upon strict compliance with any
         provision hereof shall not be deemed to be a waiver of such provision
         or any other provision thereof.

         (f) This Agreement contains the entire understanding of the Company and
         the Executive with respect to the subject matter hereof. It is
         expressly agreed that this Agreement supersedes and replaces any other
         form of Change of Control Severance Agreement which may have previously
         been entered into between Company and Executive.

         (g) The Executive and the Company acknowledge that the employment of
         the Executive by the Company is "at will", and, prior to the Effective
         Date, may be terminated by either the Executive or the Company at any
         time. Upon a termination of the Executive's employment or upon the
         Executive's ceasing to be an officer of the Company, in each case,
         prior to the Effective Date, there shall be no further rights under
         this Agreement.

         IN WITNESS WHEREOF, the Executive has hereunto set his hand and,
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name on its behalf, all as of the
day and year first above written.

                                            SHOPKO STORES, INC.

                                        By: ____________________________________

                                            EXECUTIVE


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