Employment Letter Agreement of David F. Henry



 Exhibit 10.0.7 
  
 February 6, 2003 
  
 Mr. David F. Henry 
 129 Natures Way 
 Ponte Vedra Beach, FL 32082 
  
 Dear Dave: 
  
 This letter will confirm your
promotion to the position of Senior Vice President of Marketing for Winn-Dixie Stores, Inc. effective February 6, 2003 and reporting to directly to me. 
  
 Base Salary, Annual and Long-Term Incentive 
  
 From the date of your promotion through the fiscal year ending June 25, 2003, we will pay you a base salary of $265,000 per full year, payable monthly in arrears on the
last banking day of the month. For the balance of the fiscal year ending June 25, 2003, you will be eligible to receive a prorated cash annual incentive bonus with a target of 60% of your base salary. In addition, you will receive options to
purchase 5,361 shares of the Company’s common stock, at an exercise price of $13.12 (the closing price today on the New York Stock Exchange of Winn Dixie stock.) You are also being granted 1,749 shares of the Company’s restricted stock.
You are also being granted a contingent cash payment (for purposes of partially offsetting the tax consequences of the restricted stock) equal to the value of the aforementioned restricted stock, or $22,945. These options, restricted stock, and
contingent cash payments will vest over a three-year period starting August 7, 2002, with the first one-third vesting on August 7, 2003. More detailed information regarding the terms of these stock options and restricted shares will be supplied to
you in due course. 
  
 You also will be eligible to receive a prorate portion on
an increase in your annual Perquisite Benefit, which is an additional $3,808. 
  
 Full Year Example: 
  
 The following chart illustrates the value
of a typical full year’s compensation at target performance under our current compensation program: 
  

				
	 Base salary
	  	$	265,000
	 Perquisite Benefit
	  	$	25,000
	 Annual Incentive
	  	$	159,000
	 Long Term Incentive
	  	 	 
	 -Stock Options
	  	$	185,500
	 -Restricted Stock
	  	$	92,750
	 -Contingent Cash
	  	$	92,750
	 	  	
	

	 Total
	  	$	820,000









 Page 2 
  
 February 6, 2003 
  

 Congratulations on your promotion! 
  
 Sincerely, 
  

	cc:	A. Rowland 

 D. Dell Antonia 









 February 20, 2004 
  
 Mr. Dave Henry 
 129 Nature’s Way

 Ponte Vedra Beach, FL 32082 
  
 Dear Dave: 
  
 In recognition of your contribution to the Company and the value your efforts have on the organization, I am pleased to advise you that your base salary will be increased as of March 1, 2004, from $290,000 per year to
$320,000 per year. 
  
 In addition, I am pleased to advise you that on March 1,
2004, you will be granted 50,000 non-qualified stock options with a strike price of the closing price on that day. Also, on that date, you will be granted 20,000 shares of restricted stock, and a contingent cash grant equal to the value of those
shares based on the grant date’s closing price. The options, restricted stock, and contingent cash will vest 50% on March 1, 2006, and the remaining 50% on March 1, 2007, if you remain employed by the Company through those dates. 
  
 In addition, your protection under a Change In Control (as defined in the Restricted Stock
Plan) has been increased to three times your then-current base salary, plus three times your target annual incentive. Also, severance for involuntary termination without cause* has been increased to two times your then-current base salary, plus two
times your annual target incentive. 
  
 I want to personally thank you for your
continued support. 
  

	
	 Sincerely,

	
	 /s/ Frank Lazaran

	 Frank Lazaran



  

	*	Cause is defined as gross misconduct in the perfomance of duties or conviction of any felony involving moral turpitude.