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                                                                    Exhibit 10.6

                           SENIOR CORPORATE OFFICER'S

                            MANAGEMENT SECURITY PLAN

                                       OF

                     WINN-DIXIE STORES, INC AND SUBSIDIARIES

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Article                          Subject                                  Page
-------                          -------                                  ----
<S>               <C>                                                     <C>
   1              Definitions                                               1

   2              Eligibility and Membership                                2

   3              Retirement Benefit and Benefit Upon
                  Separation from Service                                   2

   4              Death Benefit                                             4

   5              Beneficiary                                               5

   6              Employer Liability                                        5

   7              Termination of Employment                                 6

   8              Termination or Reduction of Participation                 6

   9              Termination, Amendment, Modification,
                  or Supplement of Plan                                     7

  10              Other Benefits and Agreements                             7

  11              Restrictions on Alienation of Benefits                    8

  12              Administration of the Plan                                8

  13              Miscellaneous                                             9

  14              Adoption of Plan by Subsidiary, Affiliated
                  or Associated Companies                                   9

                  Plan Agreement                                           I-1
</TABLE>

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                           SENIOR CORPORATE OFFICERS'
                            MANAGEMENT SECURITY PLAN
                    WINN-DIXIE STORES, INC. AND SUBSIDIARIES

                           Purpose and Effective Date

         The purpose of the Plan is to provide specific benefits to a limited
group of management employees who contribute materially to the continued growth,
development, and future business of Winn-Dixie Stores, Inc. and its
subsidiaries. The Plan is amended and restated hereby effective June 30, 1982,
and is further amended and restated hereby effective May 1, 1992.

                                    Article 1

                                   Definitions

         For purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.0      "Company" shall mean Winn-Dixie Stores, Inc.

1.1      "Beneficiary" shall mean the person or persons or the estate of a
         Participant, entitled to receive any benefits under this Plan upon the
         death of a Participant.

1.2      "Committee" shall mean the Administrative Committee appointed to manage
         and administer the Plan in accordance with the provisions of Article 12
         of this Plan.

1.3      "Employee" shall mean any person who is in the regular full time
         employment of the Company or one of its subsidiaries as determined by
         the personnel rules and practices of the Company or the subsidiary. The
         term does not include persons who are retained as consultants or other
         independent contractors.

1.4      "Employer" shall mean the Company and any subsidiary having one or more
         Employees who are eligible to participate in the Plan and have been
         selected by the Committee to participate. Where the context dictates,
         the term "Employer" as used herein, refers to the particular Employer
         which has entered into a Plan Agreement with a specific Participant.

1.5      "Benefit Level" shall mean that level of benefits (Death and
         Retirement) which is made available by the Company to the Participant
         for computation of Retirement and Death Benefits pursuant to the terms
         and conditions of the Plan.

         "Employee's Benefit Level" shall mean that portion of the Benefit Level
         which the Participant chooses as a basis for computation of Death and
         Retirement Benefits pursuant to the terms and conditions of the Plan.

1.6      "Participant" shall mean an Employee who is selected and elects to
         participate in the Plan as provided in Article 2 hereof.

1.7      "Plan" shall mean the Senior Corporate Officer's Management Security
         Plan of Winn-Dixie Stores, Inc., and its subsidiaries, which shall be
         evidenced by this instrument and by each Plan Agreement.

1.8      "Plan Agreement" shall mean the form of written agreement, attached
         hereto as Annex I, which is entered into from time to time by and
         between an Employer and a

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         Participant. Each Plan Agreement executed by a Participant shall
         provide for the entire benefit to which such Participant is entitled
         under the Plan and the Plan Agreement bearing the latest date shall
         govern such entitlement.

1.9      "Retirement" and "Retire" shall mean severance from employment with the
         Company and its subsidiaries on or after the normal retirement date or,
         with the consent of the Employer, after the attainment of fifty-five
         (55) years of age.

1.10     "Normal Retirement Date" shall be the first day of the month following
         the month in which the Participant attains his or her 65th birthday.

1.11     "Early Retirement Date" shall be the date of Retirement prior to the
         Normal Retirement Date occurring anytime after the first day of the
         month following the month in which the Participant attains his or her
         fifty-fifth (55th) birthday.

                                    Article 2

                           Eligibility and Membership

2.0      The Committee shall have the sole discretion to determine the Employees
         that are eligible to become Participants in accordance with the
         purposes of the Plan.

2.1      As a condition of participation, each Participant so selected shall
         complete, execute, and return to the Committee a Plan Agreement in the
         form attached hereto as Annex I and comply with such further conditions
         as may be established by and in the sole discretion of the Committee.

                                    Article 3

                       Retirement Benefit and Benefit Upon
                             Separation from Service

3.0      If a Participant remains an employee and retires at his or her Normal
         Retirement Date, and if the Plan and Plan Agreement have been kept in
         force, the Employer will pay or cause to be paid to such Participant
         the amount specified in the Plan Agreement as a Retirement Benefit.
         Such Retirement Benefit shall be divided into two parts: Part A and
         Part B.

         Part A shall consist of 75% of the total Retirement Benefit and shall
         be paid in equal monthly installments which commence on the first day
         of the month following such Retirement and continue for a total of one
         hundred and twenty (120) months.

         Part B shall consist of 25% of the total Retirement Benefit and shall
         be paid in one sum when the Participant dies subsequent to retiring, as
         soon as practicable after receipt of satisfactory proof of death as
         determined acceptable by the Administrative Committee.

3.1      The Committee and only the Committee may permit a Participant to
         receive an Early Retirement Benefit commencing at any time after
         attaining age fifty-five (55) and before age sixty-five (65). In such
         event, the Retirement Benefit shall be determined as specified in
         Section 3.7. Part A payments shall commence on the first day of the
         month following such Early Retirement and continue for a total of one
         hundred and twenty (120) months. Part B payments shall be made as
         specified in Section 3.0.

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3.2      If a Participant who is fifty-five (55) years or older shall die after
         Retirement but before the applicable Retirement Benefit Part A is paid
         in full, the unpaid Retirement Benefit payments to which such
         Participant is entitled shall continue and be paid in addition to the
         Part B payment to that Participant's Beneficiary. Such payments shall
         be made in accordance with the payment schedule applicable to that
         Participant pursuant to Section 3.0 of the Plan.

3.3      A Participant may irrevocably elect to have any Retirement Benefit due
         paid to his or her Beneficiary at the time of Participant's death. Such
         Benefit shall be divided into Part A and Part B as provided in Section
         3.0 and paid in accordance with the provisions of such Section,
         commencing with the first day of the month following the Participant's
         death (rather than at Retirement as provided in Part A of Section 3.0)
         and subject to receipt of satisfactory proof of death as determined
         acceptable by the Administrative Committee. Such election to treat
         Retirement Benefits shall be set forth in the Plan Agreement, and the
         Participant shall execute Section 3(d) of the Plan Agreement (Annex I).

3.4      No Death Benefit as defined in Article 4 shall be paid to the
         Beneficiary of a Participant who dies after Retirement but before the
         Retirement Benefit is paid in full.

3.5      A Participant who ceases to be an Employee before completion of one (1)
         full year of participation in the Plan except as a result of death,
         retirement, or total disability within the meaning of Sections 4.2, 4.3
         and 4.6 shall not be entitled to any benefits and the Employer shall
         have no obligation to such Participant.

3.6      A Participant who ceases to be an Employee after one (1) full year of
         participation, but before eligibility for Retirement, except for death
         or total disability within the meaning of Sections 4.2, 4.3 and 4.6
         shall be entitled to receive a termination benefit. Said benefit shall
         be a reduced Retirement Benefit calculated in accordance with Section
         3.7 and divided in accordance with Section 3.0. Part A payments shall
         commence on what would have been the former Participant's Normal
         Retirement Date. Part B payments shall be made as specified in Section
         3.0. If the former Participant's death occurs before attaining age
         sixty-five (65), Part A Benefits will commence and be paid to the
         Participant's Beneficiary for one hundred and twenty (120) months, and
         Part B Benefits will be paid in one sum.

3.7      The total reduced Retirement Benefit in the event of an Early
         Retirement described in Section 3.1, or a termination described in
         Section 3.6 shall be the amount of the Retirement Benefit set forth in
         the Plan Agreement multiplied by a fraction, the numerator of which is
         the number of whole years of participation in the Plan and the
         denominator of which is the number of years from Participant's age at
         entry into the Plan to the year in which Participant attains age
         sixty-five (65). If increased amounts of participation have been added
         since initial entry into this, successor, or predecessor Plans, the
         reduced benefit as a result of Early Retirement or termination shall be
         determined by reducing each increment of participation in accordance
         with the formula.

3.8      If a Participant elects to continue employment beyond the Normal
         Retirement Date, the Committee, and only the Committee, will specify
         the amount of Participant's Retirement Benefit, which shall be
         evidenced by a new Plan Agreement to be executed by the Participant.

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                                    Article 4

                                  Death Benefit

4.0      If a Participant dies before Retirement and the Plan is in effect at
         the time, the Employer will pay or cause to be paid a Death Benefit to
         such Participant's Beneficiary. The said Death Benefit shall be the
         full amount of one hundred percent (100%) of the Employee's Benefit
         Level as set forth in the Plan Agreement for the first twelve (12)
         months after such death and fifty percent (50%) of the said Employee's
         Benefit Level for the next one hundred and eight (108) months, or until
         the Participant would have attained age sixty-five (65) whichever is
         later. Such payments shall commence effective the first day of the
         month following the date of death.

4.1      The obligation of the Employer to pay the Death Benefit shall exist
         only if

         (a)    at the time of death, the Participant was an active Employee, or
                was totally disabled as defined in Sections 4.2, 4.3 and 4.6 or
                on an authorized leave of absence,

         (b)    the Plan Agreement had been kept in force until the time of
                death,

         (c)    the Participant's death was not a result of suicide within two
                years after the date of the original Plan Agreement, or within
                two years of the date of any subsequent Plan Agreement which is
                the result of additional benefits granted because of an increase
                in Employee's Benefit Level, but the amount of the Death Benefit
                which the Employer shall not be obligated to pay shall be
                limited to benefits granted within two years prior to the date
                of such suicide,

         (d)    the Participant's death was determined not to be from a bodily
                or mental cause or causes, the information about which was
                withheld, or knowingly concealed, or falsely provided by the
                Participant, when requested by the Employer to furnish evidence
                of good health upon the Participant's enrolling in the
                Management Security Plan for any increments of the Participant's
                Benefit Level, and

         (e)    proof of death in such form as determined acceptable by the
                Administrative Committee is furnished.

4.2      A Participant who, prior to Retirement, is totally disabled for more
         than three (3) months shall have his or her Plan continued in force by
         the Company for as long as such disability continues subject to the
         provisions of Sections 4.3 and 4.6.

4.3      The Employer will be obligated to continue the Plan of a totally
         disabled Participant only if

         (i)    the Participant's disability was not caused by illegal or
                criminal acts of the Participant or was not intentionally
                self-inflicted, and

         (ii)   the Participant's Plan Agreement was in force.

4.4      If a Participant dies prior to Retirement while totally disabled, the
         Death Benefit provided in Article 4.0 shall be paid in accordance with
         the provisions of that Article.

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4.5      Any change in the Employee's Benefit Level shall be evidenced by the
         execution of a new Plan Agreement in accordance with the rules adopted
         by the Committee for this purpose.

4.6      If a Participant retires after attaining age fifty-five (55) while
         totally disabled, the Retirement Benefit provided in Article 3 shall be
         paid in accordance with the provisions of that Article.

4.7      The determination of what constitutes total disability and the removal
         thereof for purposes of this Article, shall be made by the Committee,
         in its sole discretion, and such determination shall be conclusive.

                                    Article 5

                                   Beneficiary

5.0      A Participant shall designate his or her Beneficiary to receive
         benefits under the Plan by completing the appropriate space in the Plan
         Agreement. If more than one Beneficiary is named, the shares and
         preference of each shall be indicated.

5.1      Unless a Participant has previously named an irrevocable Beneficiary,
         Participant shall have the right to change the Beneficiary by
         submitting to the Committee a Change of Beneficiary in the form
         attached to Annex 2 hereof.

5.2      No Change of Beneficiary shall be effective until acknowledged in
         writing by the Committee.

5.3      If the Employer has any doubt as to the proper Beneficiary to receive
         payments pursuant to this Plan, it shall have the right to withhold
         such payments until the matter is finally adjudicated.

5.4      Any payment made by the Employer in accordance with this Plan in good
         faith shall fully discharge the Employer from all further obligations
         with respect to such payment.

                                    Article 6

                               Employer Liability

6.0      Amounts payable to a Participant shall be paid from the general assets
         of the Employer exclusively.

6.1      No person entitled to any payment shall have any claim, right, security
         or other interest in any asset of the Employer.

6.2      The Employer's liability for the payment of benefits shall be evidenced
         only by this Plan and each Plan Agreement entered into between the
         Employer and a Participant.

6.3      The Employer shall require that an Employee satisfy evidence of good
         health prior to becoming a Participant or when enrolling for any
         increase in Employee's Benefit Level. The Employee agrees to cooperate
         by

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         (a)    furnishing such information as the Employer may require,
                including but not limited to reports of physical examinations of
                any previous employer,

         (b)    taking such additional physical examinations as may be requested
                by the Employer, and

         (c)    doing any other act which may be requested by the Employer.

6.4      If the Employee does not cooperate in the completion of such
         requirements, the Employer shall have no further obligation to Employee
         under the Plan except as to any benefits previously granted.

6.5      The Employer shall have no obligation of any nature whatsoever to a
         Participant under the Plan and Plan Agreement, except as otherwise
         specifically provided in the Plan, if the Participant's death was
         determined to be from a bodily or mental cause or causes, the
         information about which was withheld, or knowingly concealed, or
         falsely provided by the Participant, when requested by the Employer to
         furnish evidence of good health upon the Participant's enrolling in the
         Management Security Plan for any increments of the Employee's Benefit
         Level.

                                    Article 7

                            Termination of Employment

         Neither the Plan nor the Plan Agreement, either singly or collectively,
obligate the Company or any subsidiary of the Company to continue the employment
of the Participant or limits the right of a Company or subsidiary at any time
and for any reason to terminate a Participant's employment. Termination of a
Participant's employment with the Company and subsidiaries for any reason,
whether by action of the Company, Subsidiary or Participant, shall immediately
terminate Participant's participation in the Plan and Plan Agreement and all
further obligations of either party to the other, except as may be provided in
Section 3.7. In no event shall the Plan or the Plan Agreement, either singly or
collectively, by their terms or implications constitute an employment contract
of any nature whatsoever between the Company or any subsidiary and a
Participant.

                                    Article 8

                    Termination or Reduction of Participation

8.0      A Participant may terminate participation in the Plan and Plan
         Agreement at any time by giving the Employer written notice of such
         termination not less than 30 days prior to the anniversary date of the
         date of execution of the most recently executed Plan Agreement attached
         as Annex I.

8.1      Participants who elect to terminate participation in the Plan and Plan
         Agreement after one (1) full year of participation but before
         eligibility for Retirement will be entitled to the same benefits as a
         Participant who ceases to be an Employee as described in Section 3.6.
         Such Participants will not be entitled to a Death Benefit defined in
         Section 4.0.

8.2      Participants who cease to own the full number of shares of Common Stock
         of the Company required to qualify for participation in the Plan or who
         cease to hold a position qualifying for the limited group of management
         employees to which the Plan applies shall, effective as of the date of
         such change, have their Benefits adjusted pursuant to Section 3.6.

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         A Participant who continues to qualify at and elects to participate at
         a reduced Benefit Level may do so. Such participation shall be at the
         reduced Benefit Level without regard to his or her previous
         participation. For purposes of determining reduced benefits as
         described in Section 3.7 as such shall apply to the reduced Benefit
         Level, Participant's date and age of entry shall be those as of the
         effective date of reduced Benefit Level.

8.3      The Company and each Employer, subject to approval of the Committee,
         reserves the right to delay or modify application of Section 8.2 above
         as to a particular Participant as determined to be in the best
         interests of the Company and Employer.

                                    Article 9

           Termination, Amendment, Modification or Supplement of Plan

9.0      The Company reserves the right to terminate this Plan.

9.1      The Company reserves the right to totally or partially amend, modify or
         supplement this Plan at any time.

9.2      The Company and Employer reserves the right to terminate the Plan
         Agreement of any Employee.

9.3      The right to terminate, amend, modify or supplement the Plan or
         terminate any Plan Agreement shall be exercised for the Company or
         other Employer by the Committee.

9.4      No action to terminate, amend, modify or supplement the Plan or
         terminate any Plan Agreement shall be taken except upon written notice
         to each Participant to be affected thereby not less than 30 days prior
         to such action.

9.5      The Committee shall take no action to terminate the Plan or a Plan
         Agreement with respect to a Participant or Participant's Beneficiary
         after entitlement to any benefits pursuant to Article 3 or Article 4 of
         this Plan has occurred.

9.6      Upon the termination of this Plan or any Plan Agreement by either the
         Committee or a Participant in accordance with any provisions for such
         termination, neither the Plan nor the Plan Agreement shall be of any
         further force and effect and no party shall have any further obligation
         under either this Plan or Plan Agreement so terminated, except as may
         be provided in Section 3.6 hereof.

                                   Article 10

                          Other Benefits and Agreements

         The benefit provided for a Participant and Participant's Beneficiary
under the Plan are in addition to any other benefits available to such
Participant under any other plan or program for employees of the Company or any
Employer and the Plan shall supplement and shall not supersede, modify or amend
any other plan or program except as may otherwise be expressly provided.
Benefits under the Plan shall not be considered compensation for the purpose of
computing contributions or benefits under any plan maintained by the Employer
which is qualified under Section 401(a) and 501(a), Internal Revenue Code of
1954, as amended.

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                                   Article 11

                     Restrictions on Alienation of Benefits

         No right or benefit under the Plan or a Plan Agreement shall be subject
to anticipation, alienation, sale, assignment, pledge, encumbrance or change,
and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
change the same shall be void. No right or benefit hereunder shall in any manner
be liable for or subject to the debts, contract, liabilities, or torts of the
person entitled to such benefit.

                                   Article 12

                           Administration of the Plan

12.0     The sole right of construction, interpretation and general
         administration of the Plan shall be vested in the Committee. The number
         of members of the Committee shall be designated and appointed from time
         to time by and shall serve at the pleasure of the Board of Directors of
         the Company.

12.1     The Board of Directors of an Employer shall designate one of the
         members of the Committee as Chairman and shall appoint a Secretary who
         need not be a member of the Committee. The Secretary shall keep minutes
         of the Committee's proceedings and all data, records and documents
         relating to the Committee's administration of the Plan. The Committee
         may appoint from its number such subcommittees with such powers as the
         Committee shall determine and may authorize one or more members of the
         Committee or any agent to execute or deliver any instrument or make any
         payment on behalf of the Committee.

12.2     The Committee may act or adopt Resolutions with or without a meeting.
         Any action taken or resolution adopted without a meeting shall require
         the written consent of all duly appointed and acting members. Any
         action taken or resolution adopted at a meeting of the Committee shall
         require approval of a majority of a quorum. A quorum shall consist of a
         majority of the duly appointed and acting members.

12.3     The Committee shall establish rules, forms and procedures for the
         administration of the Plan from time to time. The Committee shall have
         the exclusive right to interpret the Plan and to decide any and all
         matters arising thereunder or in connection with the administration of
         the Plan.

12.4     The Committee shall have the exclusive right to determine

         (a)   disability in respect to a Participant, and

         (b)   the degree thereof.

12.5     The members of the Committee and the officers and directors of the
         Company shall be entitled to rely on all certificates and reports made
         by any duly appointed accountants and on all opinions given by any duly
         appointed legal counsel. Such legal counsel may be counsel for the
         Company.

12.6     No member of the Committee shall be liable for any act or omission of
         any other member of the Committee, nor for any act or omission on his
         own part, excepting only his own willful misconduct. The Company shall
         indemnify and save harmless each member of the Committee against any
         and all expenses and liabilities arising out of his membership on the
         Committee, excepting only expenses and liabilities arising out of his
         own willful misconduct. Expenses against which a member of the

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<PAGE>

         Committee shall be so indemnified, shall include, without limitation,
         the amount of any settlement or judgment costs, counsel fees and
         related charges reasonably incurred in connection with a claim asserted
         or a proceeding brought or settlement thereof. The foregoing right of
         indemnification shall be in addition to any other rights to which any
         such member may be entitled as a matter of law.

12.7     The Committee shall have the power to compute, certify and authorize
         all disbursements of the amount and kind of benefits payable to
         Participants and their Beneficiaries under the Plan.

12.8     The Company and each other Employer shall supply full and timely
         information to the Committee on all matters relating to the
         compensation, retirement, death or other termination of employment of
         all Participants, and such other pertinent facts as the Committee may
         require.

                                   Article 13

                                  Miscellaneous

13.0     Any notice which shall or may be given under the Plan or Plan Agreement
         shall be in writing and shall be mailed by United States Mail, postage
         prepaid. If notice is to be given to the Company or an Employer, such
         notice shall be addressed to the Company at its general offices:

                             WINN-DIXIE STORES, INC.
                               5050 Edgewood Court
                                Post Office Box B
                           Jacksonville, Florida 32203

         marked for the attention of the Secretary, Administrative Committee,
         Senior Corporate Officer's Management Security Plan; or if notice to a
         Participant, addressed to the address shown on such Participant's Plan
         Agreement.

13.1     Any party may change the address to which notices shall be mailed from
         time to time by giving written notice of such new address.

13.2     The Plan shall be binding upon the Company and each Employer and their
         respective successors and assigns, and upon a Participant, his
         Beneficiary, assigns, heirs, executors and administrators.

13.3     The Plan and Plan Agreement shall be governed by and construed under
         the laws of the State of Delaware.

13.4     Masculine pronouns wherever used shall include feminine pronouns and
         the singular shall include the plural.

                                   Article 14

                         Adoption of Plan by Subsidiary,
                       Affiliated or Associated Companies

         Any corporation which is a subsidiary of the Company may, with the
approval of the Committee, adopt this Plan and thereby come within the
definition of Employer stated in Article 1 hereof.

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