<PAGE>

                                                                   EXHIBIT 10.19


                            EAGLE FOOD CENTERS, INC.
                            2000 STOCK INCENTIVE PLAN


      1.    PURPOSE. The purpose of the Plan is to provide additional incentive
to those officers, employees, advisors, consultants and nonemployee members of
the Board of Directors of the Company and its Subsidiaries whose substantial
contributions are essential to the continued growth and success of the Company's
business in order to strengthen their commitment to the Company and its
Subsidiaries, to motivate such officers and employees to faithfully and
diligently perform their assigned responsibilities and to attract and retain
competent and dedicated individuals whose efforts will result in the long-term
growth and profitability of the Company. An additional purpose of the Plan is to
build a proprietary interest among the Company's Non-Employee Directors and
thereby secure for the Company's stockholders the benefits associated with
common stock ownership by those who will oversee the Company's future growth and
success. To accomplish such purposes, the Plan provides that the Company may
grant Incentive Stock Options, Nonqualified Stock Options, Non-Employee Director
Options, Restricted Stock, Stock Bonuses or Stock Appreciation Rights. The
provisions of the Plan are intended to satisfy the requirements of Section 16(b)
of the Exchange Act.

      2.    DEFINITIONS.  For purposes of this Plan:

            (a) "Advisor" or "Consultant" means an advisor or consultant who is
      an independent contractor with respect to the Company, and who provides
      bona fide services (other than in connection with the offer or sale of
      securities in a capital raising transaction) to the executive officers or
      Board of Directors with regarding to major functions, positions or
      operations of the Company's business; who is not an employee, officer,
      director or holder of more than 10% of the outstanding voting securities
      of the Company; and whose services the Committee determines is of vital
      importance to the overall success of the Company.

            (b) "Agreement" means the written agreement evidencing the grant of
      an Award and setting forth the terms and conditions thereof.

            (c) "Award" means, individually or collectively, a grant under this
      Plan of Options, Stock Appreciation Rights, Restricted Stock or Stock
      Bonuses.

            (d) "Board" means the Board of Directors of the Company.

            (e) "Change in Capitalization" means any increase, reduction, or
      change or exchange of Shares for a different number or kind of shares or
      other securities of the Company by reason of a reclassification,
      recapitalization, merger, consolidation, reorganization, issuance of
      warrants or rights, stock dividend, stock split or reverse stock split,
      combination or exchange of Shares, repurchase of Shares, change in
      corporate structure or otherwise.

            (f) "Change in Control" shall be deemed to have occurred if the
      conditions set forth in any one or more of the following paragraphs shall
      have been satisfied:


                                       1
<PAGE>

                        (i) any "person" (as defined in Sections 13(d) and 14(d)
                  of the Exchange Act) (other than a trustee or other fiduciary
                  holding securities under an employee benefit plan of the
                  Company, or a corporation owned directly or indirectly by the
                  stockholders of the Company in substantially the same
                  proportions as their ownership of Shares of the Company), is
                  or becomes the Beneficial Owners, directly or indirectly, of
                  securities of the Company representing 50% or more of the
                  combined voting power of the Company's then outstanding
                  securities; or

                        (ii) the stockholders of the Company approve (a) a plan
                  of complete liquidation of the Company; or (b) an agreement
                  for the sale or disposition of all or substantially all the
                  Company's assets; or (c) a merger or consolidation of the
                  Company with any other corporation, other than a merger or
                  consolidation which would result in the voting securities of
                  the Company outstanding immediately prior thereto continuing
                  to represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity), at
                  least 50% of the combined voting securities of the Company (or
                  such surviving entity) outstanding immediately after such
                  merger or consolidation; or

                        (iii) the Board of Directors agrees by a two-third (2/3)
                  vote, that a Change in Control of the Company has occurred, or
                  is about to occur and, within six (6) months, actually does
                  occur.

                  However, in no event shall a Change in Control be deemed to
            have occurred, with respect to a Participant, if that Participant is
            a material equity participant of a purchasing group which
            consummates the Change in Control transaction. A Participant shall
            be deemed "a material equity participant" for purposes of the
            preceding sentence if the Participant is an equity participant or
            has agreed to become an equity participant in the purchasing company
            or group (except for (i) passive ownership of less than 3% of the
            Shares of the purchasing company; or (ii) ownership of equity
            participation in the purchasing company or group which is otherwise
            not deemed to be significant, as determined prior to the Change in
            Control by a majority of the disinterested Directors).

            (g) "Code" means the Internal Revenue Code of 1986, as amended.

            (h) "Committee" means a committee appointed by the Board to
      administer the Plan and to perform the functions set forth herein. Unless
      otherwise determined by the Board, the Committee shall be the Compensation
      Committee of the Board.

            (i) "Company" means Eagle Food Centers, Inc., a Delaware
      corporation, or any successor thereto.

            (j) "Disability" means the inability, due to illness or injury, to
      engage in any gainful occupation for which the individual is suited by
      education, training or experience, which condition continues for at least
      six (6) months.


                                       2
<PAGE>

            (k) "Eligible Employee" means any officer, employee, advisor or
      consultant, of the Company or a Subsidiary or Parent of the Company
      designated by the Committee as eligible to receive Awards subject to the
      conditions set forth herein.

            (l) "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

            (m) "Executive Officer" shall mean an officer of the Company named
      by the Board of Directors as an executive officer for purposes of required
      reporting under Section 16 of the Exchange Act.

            (n) "Fair Market Value" means the fair market value of the Shares as
      determined by the Committee in its sole discretion; provided, however,
      that (A) if the Shares are the admitted to trading on a national
      securities exchange, the Fair Market Value on any date shall be the last
      sale price reported for the Shares on such exchange on such date or on the
      last date preceding such date on which a sale was reported, (B) if the
      Shares are admitted to quotation on the National Association of Securities
      Dealers Automated Quotation System ("NASDAQ") or other comparable
      quotation system and have been designated as a National Market System
      ("NMS") security, the Fair Market Value on any date shall be the last sale
      price reported for the Shares on such system on such date or on the last
      day preceding such date on which a sale was reported or (C) if the Shares
      are admitted to quotation on NASDAQ and have not been designated an NMS
      security, or the Shares are traded in the non-NASDAQ "over the counter"
      market, the Fair Market Value on any date shall be the average of the
      highest bid and lowest asked prices of the shares on such system or market
      on such date.

            (o) "Incentive Stock Option" means an Option within the meaning of
      Section 422 of the Code.

            (p) "Non-Employee Director" means a member of the Board who is not
      an employee of the Company or a Subsidiary.

            (q) "Non-Employee Director Option" means an Option granted under
      Section 11 hereof.

            (r) "Nonqualified Stock Option" means an Option, including a
      Non-Employee Director Option, that is not an Incentive Stock Option.

            (s) "Option" means an Incentive Stock Option, a Nonqualified Stock
      Option, or either or both of them, as the context requires.

            (t) "Participant" means a person to whom an Award has been granted
      under the Plan.

            (u) "Parent" means any corporation in an unbroken chain of
      corporations ending with the Company, if each of the corporations other
      than the Company owns stock possessing 50% or more of the total combined
      voting power of all classes of stock of one of the other corporations in
      such chain.

            (v) "Period of Restriction" means the period during which the
      transfer of Shares of Restricted Stock is restricted in some way (based on
      the passage of time, the achievement of performance goals, or upon the
      occurrence of other events as


                                       3
<PAGE>

      determined by the Committee, at its discretion), and is subject to a
      substantial risk of forfeiture, as provided in Section 10 below.

            (w) "Plan" means the Eagle Food Centers, Inc. 2000 Stock Incentive
      Plan, as amended from time to time.

            (x) "Restricted Stock" means a Stock Award granted to a Participant
      pursuant to Section 10 below which the Committee has determined should be
      subject to one or more restrictions on transfer for a specified Period of
      Restriction.

            (y) "Securities Act" means the Securities Act of 1933, as amended.

            (z) "Shares" means shares of the common stock, $.01 par value per
      share, of the Company (including any new, additional or different stock or
      securities resulting from a Change in Capitalization), as the case may be.

            (aa) "Stock Appreciation Right" means a right to receive all or some
      portion of the increase in the value of Shares as provided in Section 7
      hereof.

            (bb) "Stock Bonus" shall mean a grant of Shares to an Employee,
      Advisor or Consultant pursuant to Section 10 below.

            (cc) "Subsidiary" means any corporation in an unbroken chain of
      corporations, beginning with the Company, if each of the corporations
      other than the last corporation in the unbroken chain owns stock
      possessing 50% or more of the total combined voting power of all classes
      of stock in one of the other corporations in such chain.

            (dd) "Ten-Percent Stockholder" means an Eligible Employee, who, at
      the time an Incentive Stock Option is to be granted to such Eligible
      Employee, owns (within the meaning of Section 422(b)(6) of the Code) stock
      possessing more than ten percent (10%) of the total combined voting power
      of all classes of stock of the Company, a Parent or a Subsidiary within
      the meaning of Sections 424(e) and 424(f), respectively, of the Code.

      3.    ADMINISTRATION.

            (a) The Plan shall be administered by the Committee, which Committee
      shall at all times satisfy the provisions of Rule 16b-3 under the Exchange
      Act. The Committee shall hold meetings at such times as may be necessary
      for the proper administration of the Plan. The Committee shall keep
      minutes of its meetings. A majority of the Committee shall constitute a
      quorum and a majority of a quorum may authorize any action. Any decision
      reduced to writing and signed by a majority of the members of the
      Committee shall be fully effective as if it had been made at a meeting
      duly held. No member of the Committee shall be personally liable for any
      action, determination or interpretation made in good faith with respect to
      the Plan, Options, or Stock Appreciation Rights, and all members of the
      Committee shall be fully indemnified by the Company with respect to any
      such action, determination or interpretation. The Company shall pay all
      expenses incurred in the administration of the Plan.

            (b) Subject to the express terms and conditions set forth herein,
      the Committee shall have the power from time to time:


                                       4
<PAGE>

            (i)   to determine those Eligible Employees to whom Awards shall be
                  granted under the Plan and the number of Shares subject to
                  such Awards to be granted to each Eligible Employee and to
                  prescribe the terms and conditions (which need not be
                  identical) of each Award , including the purchase price per
                  share of each Award ;

            (ii)  to construe and interpret the Plan, the Awards granted
                  hereunder and to establish, amend and revoke rules and
                  regulations for the administration of the Plan, including, but
                  not limited to, correcting any defect or supplying any
                  omission, or reconciling any inconsistency in the Plan or in
                  any Agreement, and (subject to the provisions of Section 13
                  below) to amend the terms and conditions of any outstanding
                  Award to the extent such terms and conditions are within the
                  discretion of the Committee as provided in the Plan, in the
                  manner and to the extent it shall deem necessary or advisable
                  to make the Plan fully effective, and all decisions and
                  determinations by the Committee in the exercise of this power
                  shall be final and binding upon the Company or a Subsidiary or
                  Parent, and the Participants, as the case may be;

            (iii) to reduce the exercise price of any Option or Stock
                  Appreciation Right, or institute a program whereby outstanding
                  Options or Stock Appreciation Rights are surrendered in
                  exchange for new Options or Stock Appreciation Rights with a
                  lower exercise price;

            (iv)  to determine the duration and purposes for leaves of absence
                  which may be granted to a Participant without constituting a
                  termination of employment or service for purposes of the Plan;
                  and

            (v)   generally, to exercise such powers and to perform such acts as
                  are deemed necessary or advisable to promote the best
                  interests of the Company with respect to the Plan.

      4.    STOCK SUBJECT TO PLAN.

            (a) The maximum number of Shares that may be issued or transferred
      pursuant to Awards granted under this Plan is 1,000,000 (or the number and
      kind of shares of stock or other securities that are substituted for those
      Shares or to which those Shares are adjusted upon a Change in
      Capitalization), and the Company shall reserve for the purposes of the
      Plan, out of its authorized but unissued Shares or out of Shares held in
      the Company's treasury, or partly out of each, such number of Shares as
      shall be determined by the Board.

            (b) Whenever any outstanding Award or portion thereof expires, is
      canceled or is otherwise terminated (other than by exercise of the Award
      ), the Shares allocable to the unexercised portion of such Award may again
      be the subject of Awards hereunder, to the extent permitted by Rule 16b-3
      under the Exchange Act.

      5.    ELIGIBILITY. Subject to the provisions of the Plan, the Committee
shall have full and final authority to select those Eligible Employees who will
receive Awards.

      6.    OPTIONS. The Committee may grant Options in accordance with the
Plan, the terms and conditions of which shall be set forth in an Agreement. Each
Option and Agreement shall be subject to the following conditions:


                                       5
<PAGE>

            (a) PURCHASE PRICE. The purchase price or the manner in which the
      purchase price is to be determined for Shares under each Option shall be
      set forth in the Agreement; provided, however, that the purchase price per
      Share under each Nonqualified Stock Option shall not be less than 50% of
      the Fair Market Value of a Share at the time the Option is granted, 100%
      in the case of an Incentive Stock Option generally and 110% in the case of
      an Incentive Stock Option granted to a Ten-Percent Stockholder.

            (b) DURATION. Options granted hereunder shall be for such term as
      the Committee shall determine; provided, however, that no Option shall be
      exercisable after the expiration of ten (10) years from the date it is
      granted (five (5) years in the case of an Incentive Stock Option granted
      to a Ten-Percent Stockholder). The Committee may, subsequent to the
      granting of any Option, extend the term thereof but in no event shall the
      term as so extended exceed the maximum term provided for in the preceding
      sentence.

            (c) NON-TRANSFERABILITY. No Option granted hereunder shall be
      transferable by the Participant to whom such Option is granted otherwise
      than by will or the laws of descent and distribution, and an Option may be
      exercised during the lifetime of such Participant only by the Participant
      or such Participant's guardian or legal representative. The terms of such
      Option shall be binding upon the beneficiaries, executors, administrators,
      heirs and successors of the Participant.

            (d) VESTING. Subject to subsection 6(e) below, unless otherwise
      provided herein or set forth in the Agreement, each Option shall become
      exercisable as to 33 1/3 percent of the Shares covered by the Option on
      the first anniversary of the date the Option was granted and as to an
      additional 33 1/3 percent of the Shares covered by the Option on each of
      the following two (2) anniversaries of such date of grant. To the extent
      not exercised, installments shall accumulate and be exercisable, in whole
      or in part, at any time after becoming exercisable, but not later than the
      date the Option expires. The Committee may accelerate the exercisability
      of any Option or portion thereof at any time.

            (e) ACCELERATED VESTING. Notwithstanding the provisions of
      subsection 6(d) above, each Option granted to a Participant shall become
      immediately exercisable in full upon the occurrence of a Change in
      Control.

            (f) TERMINATION OF EMPLOYMENT. In the event that a Participant
      ceases to be employed by the Company or any Subsidiary, any outstanding
      Options held by such Participant shall, unless the Agreement evidencing
      such Option provides otherwise, terminate as follows:

            (i)   If the Participant's termination of employment is due to his
                  death or Disability, the Option (to the extent exercisable at
                  the time of the Participant's termination of employment) shall
                  be exercisable for a period of one (1) year following such
                  termination of employment, and shall thereafter terminate; and

            (ii)  If the Participant's termination of employment is for any
                  other reason (including a Participant's ceasing to be employed
                  by a subsidiary as a result of the sale of such Subsidiary or
                  an interest in such Subsidiary), the Option (to the extent
                  exercisable at the time of the Participant's termination of
                  employment) shall be exercisable for a period of thirty


                                       6
<PAGE>

                  (30) days following such termination of employment, and shall
                  thereafter terminate.

      Notwithstanding the foregoing, the Committee may provide, either at the
      time an Option is granted or thereafter, that the Option may be exercised
      after the periods provided for in this Section 6(f), but in no event
      beyond the term of the Option.

            (g) METHOD OF EXERCISE. The exercise of an Option shall be made only
      by a written notice delivered to the Secretary of the Company at the
      Company's principal executive office, specifying the number of shares to
      be purchased and accompanied by payment therefore and otherwise in
      accordance with the Agreement pursuant to which the Option was granted.
      The purchase price for any Shares purchased pursuant to the exercise of an
      Option shall be paid in full upon such exercise in cash, by check, or, at
      the discretion of the Committee and upon such terms and conditions as the
      Committee shall approve, by transferring Shares to the Company or by such
      other method as the Committee may determine. Any Shares transferred to the
      Company as payment of the purchase price under an Option shall be valued
      at their Fair Market Value on the day preceding the date of exercise of
      such Option. If requested by the Committee, the Participant shall deliver
      the Agreement evidencing the Option or the Agreement evidencing any Stock
      Appreciation Right to the Secretary of the Company who shall endorse
      thereon a notation of such exercise and return such Agreement to the
      Participant. Not less than 100 Shares may be purchased at any time upon
      the exercise of an Option unless the number of Shares so purchased
      constitutes the total number of Shares then purchasable under the Option.

            (h) RIGHTS OF PARTICIPANTS. No Participant shall be deemed for any
      purpose to be the owner of any Shares subject to any Option unless and
      until (i) the Option shall have been exercised pursuant to the terms
      thereof, (ii) the Company shall have issued and delivered the Shares to
      the Participant, and (iii) the Participant's name shall have been entered
      as a stockholder of record on the books of the Company. Thereupon, the
      Participant shall have full voting, dividend and other ownership rights
      with respect to such Shares.

      7.    STOCK APPRECIATION RIGHTS. The Committee may, in its discretion,
grant a Stock Appreciation Right alone (a "Free Standing Stock Appreciation
Right") or in conjunction with the grant of an Option (a "Related Stock
Appreciation Right"), in either case, in accordance with the Plan, and the terms
and conditions of such Stock Appreciation Right shall be set forth in an
Agreement. A Related Stock Appreciation Right shall cover the same Shares
covered by the related Option (or such lesser number of Shares as the Committee
may determine) and shall, except as provided in this Section 7 be subject to the
same terms and conditions as the related Option.

      (a)   GRANT OF STOCK APPRECIATION RIGHTS.

            (i)   TIME OF GRANT OF RELATED STOCK APPRECIATION RIGHT. A Related
                  Stock Appreciation Right may be granted either at the time of
                  grant, or at any time thereafter during the term of the
                  Option; PROVIDED, HOWEVER, that Related Stock Appreciation
                  Rights related to Incentive Stock Options may only be granted
                  at the time of grant of the Option.

            (ii)  PURCHASE PRICE. The purchase price or the manner in which the
                  purchase price is to be determined for Shares covered by each
                  Free Standing Stock Appreciation Right shall be set forth in
                  the Agreement; PROVIDED, HOWEVER, that the purchase price per
                  Share under each Free Standing


                                       7
<PAGE>

                  Stock Appreciation Right shall not be less than 50% of the
                  Fair Market Value of a Share at the time the Free Standing
                  Stock Appreciation Right is granted. The purchase price or the
                  manner in which the purchase price is to be determined for
                  Shares covered by each Related Stock Appreciation Right shall
                  be set forth in the Agreement for the related Option.

            (iii) PAYMENT. A Stock Appreciation Right shall entitle the holder
                  thereof, upon exercise of the Stock Appreciation Right or any
                  portion thereof, to receive payment of an amount computed
                  pursuant to Section 7 (a) (vi) below.

            (iv)  EXERCISE. Free Standing Stock Appreciation Rights generally
                  will be exercisable at such time or times, and may be subject
                  to such other terms and conditions, as shall be determined by
                  the Committee, in its discretion, and such terms and
                  conditions shall be set forth in the Agreement; PROVIDED,
                  HOWEVER, that no Free Standing Stock Appreciation Right shall
                  be exercisable after the expiration of ten (10) years from the
                  date it is granted. No Free Standing Stock Appreciation Right
                  granted hereunder shall be transferable by the Participant to
                  whom such right is granted otherwise than by will or the laws
                  of descent and distribution, and a Free Standing Stock
                  Appreciation Right may be exercised during the lifetime of
                  such Participant only by the Participant or such Participant's
                  guardian or legal representative. The terms of such Free
                  Standing Stock Appreciation Right shall be binding upon the
                  beneficiaries, executors, administrators, heirs and successors
                  of the Participant.

                  Subject to subsection 7(a)(v) below, a Related Stock
                  Appreciation Right shall be exercisable at such time or times
                  and only to the extent that the related Option is exercisable,
                  and will not be transferable except to the extent the related
                  Option may be transferable. A Related Stock Appreciation Right
                  granted in conjunction with an Incentive Stock Option shall be
                  exercisable only if the Fair Market Value of a Share on the
                  date of exercise exceeds the purchase price specified in the
                  related Incentive Stock Option.

            (v)   ACCELERATED VESTING. Notwithstanding the provisions of
                  subsection 7(a)(iv) above, each Stock Appreciation Right
                  granted to a Participant shall become immediately exercisable
                  in full upon the occurrence of a Change in Control.

            (vi)  AMOUNT PAYABLE. Upon the exercise of a Stock Appreciation
                  Right, the Participant shall be entitled to receive an amount
                  determined by multiplying (A) the excess of the Fair Market
                  Value of a Share on the date of exercise of such Stock
                  Appreciation Right over (i) with respect to a Related Stock
                  Appreciation Right, the per Share purchase price under the
                  related Option, and (ii) with respect to a Free Standing Stock
                  Appreciation Right, the per Share purchase price set forth in
                  the Agreement, by (B) the number of Shares as to which such
                  Stock Appreciation Right is being exercised. Notwithstanding
                  the foregoing, the Committee may limit in any manner the
                  amount payable with respect to any Stock Appreciation Right by
                  including such a limit at the time it is granted.


                                       8
<PAGE>

            (vii) TREATMENT OF RELATED OPTIONS AND RELATED STOCK APPRECIATION
                  RIGHTS UPON EXERCISE. Upon the exercise of a Related Stock
                  Appreciation Right, the related Option shall be canceled to
                  the extent of the number of Shares as to which the Related
                  Stock Appreciation Right is exercised and upon the exercise of
                  an Option granted in conjunction with a Related Stock
                  Appreciation Right, the Related Stock Appreciation Right shall
                  be canceled to the extent of the number of Shares as to which
                  the related Option is exercised or surrendered.

            (b)   METHOD OF EXERCISE. Stock Appreciation Rights shall be
      exercised by a Participant only by a written notice delivered in person or
      by mail to the Secretary of the Company at the Company's principal
      executive office, specifying the number of Shares with respect to which
      the Stock Appreciation Right is being exercised. If requested by the
      Committee, the Participant shall deliver the Agreement evidencing the
      Stock Appreciation Right being exercised and with respect to a Related
      Stock Appreciation Right, the Agreement evidencing any related Option to
      the Secretary of the Company who shall endorse thereon a notation of such
      exercise and return such Agreement or Agreements to the Participant.

            (c)   FORM OF PAYMENT. Payment of the amount determined under
      Sections 7(a)(vi) above, may be made solely in whole Shares in a number
      determined based upon their Fair Market Value on the date of exercise of
      the Stock Appreciation Right or, alternatively, at the sole discretion of
      the Committee, solely in cash, or in a combination of cash and Shares as
      the Committee deems advisable. In the event that a Stock Appreciation
      Right is exercised within the sixty-day period following a Change in
      Control, any amount payable shall be solely in cash. If the Committee
      decides to make full payment in Shares, and the amount payable results in
      a fractional Share, payment for the fractional Share will be made in cash.
      Notwithstanding the foregoing, to the extent required by Rule l6b-3 under
      the Exchange Act, no payment in the form of cash may be made upon the
      exercise of a Stock Appreciation Right pursuant to Section 7(a)(vi) above,
      to an officer of the Company or a Subsidiary who is subject to Section
      16(b) of the Exchange Act, unless the exercise of such Stock Appreciation
      Right is made during the period beginning on the third business day and
      ending on the twelfth business day following the date of release for
      publication of the Company's quarterly or annual statements of earnings.

      8.    LOANS.

            (a)   The Company or any Parent or Subsidiary may make loans to a
      Participant in connection with the exercise of an Option, subject to the
      following terms and conditions and such other terms and conditions not
      inconsistent with the Plan including the rate of interest, if any, as the
      Committee shall impose from time to time.

            (b)   No loan made under the Plan shall exceed the sum of (i) the
      aggregate purchase price payable pursuant to the Option with respect to
      which the loan is made, plus (ii) the amount of the reasonably estimated
      income taxes payable by the Participant with respect to the exercise of
      the Option reduced by (iii) the aggregate par value of the Shares being
      acquired pursuant to exercise of the Option. In no event may any such loan
      exceed the Fair Market Value, at the date of exercise, of the Shares
      received pursuant to such exercise.

            (c)   No loan shall have an initial term exceeding ten (l0) years;
      provided, however, that loans under the Plan shall be renewable at the
      discretion of the


                                       9
<PAGE>

      Committee; and provided, however, that the indebtedness under each loan
      shall become due and payable, as the case may be, on a date no later than
      (i) one (1) year after termination of the Participant's employment due to
      death or disability, or (ii) the date of termination of the Participant's
      employment for any reason other than death or disability.

            (d)   Loans under the Plan may be satisfied by a Participant, as
      determined by the Committee, in cash or, with the consent of the
      Committee, in whole or in part by the transfer to the Company of Shares
      whose Fair Market Value on the date of such payment is equal to part or
      all of the outstanding balance of such loan.

            (e)   A loan shall be secured by a pledge of Shares with a Fair
      Market Value of not less than the principal amount of the loan. After any
      repayment of a loan, pledged Shares no longer required as security may be
      released to the Participant.

            (f)   Every loan shall meet all applicable laws, regulations and
      rules of the Federal Reserve Board and any other governmental agency
      having jurisdiction.

      9.    ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

            (a)   In the event of a Change of Capitalization, the Committee
      shall conclusively determine the appropriate adjustments, if any, to the
      maximum number and class of shares of stock with respect to which Awards
      may be granted under the Plan, and to the number and class of shares of
      stock as to which Awards have been granted under the Plan, and the
      purchase price therefor, if applicable.

            (b)   Any such adjustment in the Shares or other securities subject
      to outstanding Incentive Stock Options (including any adjustments in the
      purchase price) shall be made in such manner as not to constitute a
      modification as defined by Section 424(h)(3) of the Code and only to the
      extent otherwise permitted by Sections 422 and 424 of the Code.

      10.   STOCK BONUSES.

            (a)   GRANT OF STOCK BONUSES. Subject to the terms and provisions of
      the Plan, the Committee, at any time and from time to time, may grant
      Shares to Employees, Advisors and Consultants either outright or subject
      to such restrictions as the Committee shall determine pursuant to this
      Section 10, and in such amounts as the Committee shall determine.

            (b)   RESTRICTED STOCK AGREEMENT. If the Committee grants Shares
      subject to restrictions, each such grant shall be evidenced by a
      Restricted Stock Agreement that shall specify the Period of Restriction,
      or Periods, the number of Shares of Restricted Stock granted, and such
      other provisions as the Committee shall determine.

            (c)   TRANSFERABILITY. Except as provided in this Section 10, the
      Shares of Restricted Stock granted herein may not be sold, transferred,
      pledged, assigned, or otherwise alienated or hypothecated until the end of
      the applicable Period of Restriction established by the Committee and
      specified in the Restricted Stock Agreement, or upon earlier satisfaction
      of any other conditions, as specified by the Committee in its sole
      discretion and set forth in the Restricted Stock Agreement. However, in no
      event may any Restricted Stock granted under this Plan to an Executive
      Officer or Director become vested in a Participant prior to twelve (12)
      months following the date of its grant. All


                                       10
<PAGE>

      rights with respect to the Restricted Stock granted to a Participant under
      the Plan shall be available during his or her lifetime only by such
      Participant.

            (d)   OTHER RESTRICTIONS. The Committee shall impose such other
      restrictions on any Shares of Restricted Stock granted pursuant to the
      Plan as it may deem advisable including, without limitation, restrictions
      based upon the achievement of specific (Company-wide, divisional, and/or
      individual) performance goals, and/or restrictions under applicable
      Federal or state securities laws; and may legend the certificates
      representing Restricted Stock to give appropriate notice of such
      restrictions.

            (e)   CERTIFICATE LEGEND. In addition to any legends placed on
      certificates pursuant to subsection 10(d), each certificate representing
      Shares of Restricted Stock granted pursuant to the Plan shall bear the
      following legend:

            "The sale or other transfer of the Shares of Stock represented by
            this certificate, whether voluntary, involuntary, or by operation of
            law, is subject to certain restrictions on transfer as set forth in
            the Eagle Food Centers, Inc. 2000 Stock Incentive Plan and in a
            Restricted Stock Agreement dated ____________. A copy of the Plan
            and such Restricted Stock Agreement may be obtained from the
            Secretary of Eagle Food Centers, Inc."

            (f)   REMOVAL OF RESTRICTIONS. Except as otherwise provided in this
      Section, Shares of Restricted Stock covered by each Restricted Stock grant
      made under the Plan shall become freely transferable by the Participant
      after the last day of the Period of Restriction. Once the Shares are
      released from the restrictions, the Participant shall be entitled to have
      the legend required by subsection 10(e) removed from his Stock
      certificate.

            (g)   VOTING RIGHTS. During the Period of Restriction, Participants
      holding Shares of Restricted Stock granted hereunder may exercise full
      voting rights with respect to those Shares.

            (h)   DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
      Restriction, Participants holding Shares of Restricted Stock granted
      hereunder shall be entitled to receive all dividends and other
      distributions paid with respect to those Shares while they are so held. If
      any such dividends or distributions are paid in Shares of Stock, the
      Shares shall be subject to the same restrictions on transferability and
      forfeitability as the Shares of Restricted Stock with respect to which
      they were paid.

            (i)   TERMINATION OF EMPLOYMENT. In the event that a Participant
      experiences a termination of employment with the Company for any reason,
      including death, Disability, or retirement, (as defined under the
      then-established rules of the Company), any and all of the Participant's
      Shares of Restricted Stock still subject to restrictions as of the date of
      termination shall automatically be forfeited and returned to the Company;
      provided, however, that the Committee, in its sole discretion, may waive
      the restrictions remaining on any or all Shares of Restricted Stock,
      pursuant to this Section 10, and add such new restrictions to those Shares
      of Restricted Stock as it deems appropriate.


      11.   NON-EMPLOYEE DIRECTOR OPTIONS. Notwithstanding any of the other
provisions of the Plan to the contrary, the provisions of this Section 11 shall
apply to grants of Options to Non-Employee Directors. Except as set forth in
this Section 11, the other provisions of the Plan shall apply to Non-Employee
Director Options to the extent not inconsistent with this Section.


                                       11
<PAGE>

            (a)   GENERAL. Non-Employee Directors may elect annually to receive
      payment of all or any portion of the fees for their services as Directors
      in the form of options ("Non-Employee Director Options") to acquire
      Company Common Stock in accordance with this Section 11 and may not be
      granted Stock Appreciation Rights or Incentive Stock Options under this
      Plan. Non-Employee Directors may elect annually to receive the
      compensation for services as a Director for the following year (not
      including reimbursement of expenses) in the form of Non-Employee Director
      Options. The Non-Employee Director Options will be granted at the
      commencement of the 12-month period for which the election has been made.
      The number of Non-Employee Director Options granted to an electing
      non-employee Director in any year shall be an amount whose value, as
      determined by an independent valuation expert retained by the employee
      members of the Board of Directors, is equivalent on the date of grant to
      the cash compensation which the Director would otherwise have been
      entitled to receive for the year. No Agreement with any Non-Employee
      Director may alter the provisions of this Section and no Non-Employee
      Director Option may be subject to a discretionary acceleration of
      exercisability.

            (b)   INITIAL ELECTION. On the effective date of this Plan, each
      Non-Employee Director may elect as of such date to receive Non-Employee
      Director Options for the year period commencing on that date.

            (c)   ELECTION BY NEW NON-EMPLOYEE DIRECTORS. Each Non-Employee
      Director who, after the effective Date of this Plan, is elected or
      appointed to the Board for the first time will, at the time such director
      is elected or appointed, be able to elect to receive Non-Employee Director
      Options for the year period commencing on the date of election.

            (d)   VESTING. Non-Employee Director Options shall become
      exercisable one year after the date of grant (or such longer period as the
      employee members of the Board of Directors may set) and shall be
      exercisable at a price equal to the market price of the Company's Common
      Stock at the close of business on the day prior to the date of grant.
      Non-Employee Director Options shall become immediately exercisable upon a
      Director's death, disability or upon a Change in Control. If a Director's
      tenure ends for a reason other than death, disability or Change in
      Control, then the number of Non-Employee Director Options granted for the
      year in which the tenure ends shall be reduced to reflect the amount of
      compensation actually earned by the Director in that year and the
      remaining Non-Employee Director Options granted in that year shall be
      immediately exercisable.

            (e)   DURATION. Except as otherwise provided in this Section, each
      Non-Employee Director Option shall be for a term of 10 years. The
      Committee may not provide for an extended exercise period beyond the
      periods set forth in this Section.

      12.   RELEASE OF FINANCIAL INFORMATION. A copy of the Company's annual
report to stockholders shall be delivered to each Participant if and at the time
any such report is distributed to the Company's stockholders. Upon request, by
any Participant, the Company shall furnish to such Participant a copy of its
most recent annual report and each quarterly report and current report filed
under the Exchange Act since the end of the Company's prior fiscal year.

      13.   TERMINATION AND AMENDMENT OF THE PLAN. The Plan shall terminate on
the day preceding the tenth anniversary of its effective date, except with
respect to Awards outstanding on such date, and no Awards may be granted
thereafter. The Board may sooner


                                       12
<PAGE>

terminate or amend the Plan at any time, and from time to time; provided,
however, that, except as provided in Section 9 hereof, no amendment shall be
effective unless approved by the stockholders of the Company where stockholder
approval of such amendment is required (a) to comply with Rule 16b-3 under the
Exchange Act or (b) to comply with any other law, regulation or stock exchange
rule.

      Except as provided in Section 9 hereof, rights and obligations under any
Award granted before any amendment of the Plan shall not be adversely altered or
impaired by such amendment, except with the consent of the Participant.

      14.   NON-EXCLUSIVITY OF THE PLAN. The adoption of the Plan by the Board
shall not be construed as amending, modifying or rescinding any previously
approved incentive arrangement or as creating any limitations on the power of
the Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either applicable generally or only
in specific cases.

      15.   LIMITATION OF LIABILITY. As illustrative of the limitations of
liability of the Company, but not intended to be exhaustive thereof, nothing in
the Plan shall be construed to:

            (a)   give any employee any right to be granted an Award other than
      at the sole discretion of the Committee;

            (b)   give any person any rights whatsoever with respect to Shares
      except as specifically provided in the Plan;

            (c)   limit in any way the right of the Company or its Parent or
      Subsidiaries to terminate the employment of any person at any time; or

            (d)   be evidence of any agreement or understanding, expressed or
      implied, that the Company, its Parent or Subsidiaries, will employ any
      person in any particular position, at any particular rate of compensation
      or for any particular period of time.

      16.   REGULATIONS AND OTHER APPROVALS; GOVERNING LAW.

            (a)   This Plan and the rights of all persons claiming hereunder
      shall be construed and determined in accordance with the laws of the State
      of Delaware.

            (b)   The obligation of the Company to sell or deliver Shares with
      respect to Options granted under the Plan shall be subject to all
      applicable laws, rules and regulations, including all applicable federal
      and state securities laws, and the obtaining of all such approvals by
      governmental agencies as may be deemed necessary or appropriate by the
      Committee.

            (c)   Any provisions of the Plan inconsistent with Rule l6b-3 under
      Exchange Act shall be inoperative and shall not affect the validity of the
      Plan.

            (d)   Except as otherwise provided in Section 13, the Board may make
      such changes as may be necessary or appropriate to comply with the rules
      and regulations of any government authority or to obtain for Participants
      granted Incentive Stock Options, the tax benefits under the applicable
      provisions of the Code and regulations promulgated thereunder.


                                       13
<PAGE>

            (e)   Each Award is subject to the requirement that, if at any time
      the Committee determines, in its absolute discretion, that the listing,
      registration or qualification of Shares issuable pursuant to the Plan is
      required by any securities exchange or under any state or federal law, or
      the consent or approval of any governmental regulatory body is necessary
      or desirable as a condition of, or in connection with, the grant of an
      Award or the issuance of Shares, no Awards shall be granted or payment
      made or Shares issued, in whole or in part, unless listing, registration,
      qualification, consent or approval has been effected or obtained free of
      any conditions as acceptable to the Committee.

            (f)   In the event that the disposition of Shares acquired pursuant
      to the Plan is not covered by a then current registration statement under
      the Securities Act and is not otherwise exempt from such registration,
      such Shares shall be restricted against transfer to the extent required by
      the Securities Act or regulations thereunder, and the Committee may
      require a Participant receiving Shares pursuant to the Plan, as a
      condition precedent to receipt of such Shares, to represent to the Company
      in writing that the Shares acquired by such Participant are acquired for
      investment only and not with a view to distribution.

      17.   MISCELLANEOUS.

            (a)   MULTIPLE AGREEMENTS. The terms of each Award may differ from,
      other Awards granted under the Plan at the same time, or at any other
      time. The Committee may also grant more than one Award to a given
      Participant during the term of the Plan, either in addition to, or in
      substitution for, one or more Awards previously granted to that
      Participant. The grant of multiple Awards may be evidenced by a single
      Agreement or multiple Agreements, as determined by the Committee.

            (b)   WITHHOLDING OF TAXES. The Company shall have the right to
      deduct from any payment of cash to any an amount equal to the federal,
      state and local income taxes and other amounts required by law to be
      withheld with respect to any Award. Notwithstanding anything to the
      contrary contained herein, if a Participant is entitled to receive Shares
      upon exercise of an Option or Stock Appreciation Right, the Company shall
      have the right to require such Participant, prior to the delivery of such
      Shares, to pay to the Company the amount of any federal, state or local
      income taxes and other amounts that the Company is required by law to
      withhold. Participants may elect, subject to the approval of the
      Committee, to satisfy the withholding requirement, in whole or in part, by
      having the Company withhold Shares having a Fair Market Value, on the date
      the tax is to be determined, equal to the amount required to be withheld.
      All elections shall be irrevocable, and be made in writing, signed by the
      Participant in advance of the day that the transaction becomes taxable.
      The Agreement evidencing any Incentive Stock Options granted under this
      Plan shall provide that if the Participant makes a disposition, within the
      meaning of Section 424(c) of the Code and regulations promulgated
      thereunder, of any Share or Shares issued to such Participant pursuant to
      such Participant's exercise of the Incentive Stock Option, and such
      disposition occurs within the two-year period commencing on the day after
      the date of grant of such Option or within the one-year period commencing
      on the-day after the date of transfer of the Share or Shares to the
      Participant pursuant to the exercise of such Option, such Participant
      shall, within ten (10) days of such disposition, notify the Company
      thereof and thereafter immediately deliver to the Company any amount of
      federal, state or local income taxes and other amounts that the Company
      informs the Participant the Company is required to withhold.


                                       14
<PAGE>

            (c)   DESIGNATION OF BENEFICIARY. Each Participant may, with the
      consent of the Committee, designate a person or persons to receive in the
      event of such Participant's death, any Award or any amount of Shares
      payable pursuant thereto, to which such Participant would then be
      entitled. Such designation shall be made upon forms supplied by and
      delivered to the Company and may be revoked or changed in writing. In the
      event of the death of a Participant and in the absence of a beneficiary
      validly designated under the Plan who is living at the time of such
      Participant's death, the Company shall deliver such Options, Stock
      Appreciation Rights, Restricted Stock and/or amounts payable to the
      executor or administrator of the estate of the Participant, or if no such
      executor or administrator has been appointed (to the knowledge of the
      Company), the Company, in its discretion, may deliver such Options, Stock
      Appreciation Rights, Restricted Stock and/or amounts payable to the spouse
      or to any one or more dependents or relatives of the Participant, or if no
      spouse, dependent or relative is known to the Company, then to such other
      person as the Company may designate.

            (d)   GENDER AND NUMBER. Except where otherwise indicated by the
      context, any masculine term used herein also shall include the feminine;
      the plural shall include the singular and the singular shall include the
      plural.

            (e)   SEVERABILITY. In the event any provision of the Plan shall be
      held illegal or invalid for any reason, the illegality or invalidity shall
      not affect the remaining parts of the Plan, and the Plan shall be
      construed and enforced as if the illegal or invalid provision had not been
      included.

            (f)   SUCCESSORS. All obligations of the Company under the Plan,
      with respect to Awards granted hereunder, shall be binding on any
      successor to the Company, whether the existence of such successor is the
      result of a direct or indirect purchase, merger, consolidation, or
      otherwise, of all or substantially all of the business and/or assets of
      the Company.

      18.   EFFECTIVE DATE. The effective date of the Plan is September 13,
2000.



                                       15