Exhibit 10.4

                             WINN-DIXIE STORES. INC.
                             -----------------------

                          SUPPLEMENTAL RETIREMENT PLAN


                          Effective Date: June 15, 2000


                                TABLE OF CONTENTS


         ARTICLE                                                        PAGE
         -------                                                        ----

         I      -   Definitions and Construction                         I-1
         II     -   Participation                                        II-1
         III    -   Account Credits and Allocations of Income or Loss    III-1
         IV     -   Deemed Investment of Funds                           IV-1
         V      -   Determination of Vested Interest and Forfeitures     V-1
         VI     -   In-Service Distributions                             VI-1
         VII    -   Termination Benefits                                 VII-1
         VIII   -   Administration of the Plan                           VIII-1
         IX     -   Administration of Funds                              IX-1
         X      -   Nature of the Plan                                   X-1
         XI     -   Adopting Entities                                    XI-1
         XII    -   Miscellaneous                                        XII-1




                                       (i)




                             WINN-DIXIE STORES, INC.

                          SUPPLEMENTAL RETIREMENT PLAN



                                   WITNESSETH:


     WHEREAS,  WINN-DIXIE STORES, INC., desiring to aid certain of its employees
in making more adequate provision for their retirement, has decided to adopt the
following WINN-DIXIE STORES, INC. SUPPLEMENTAL RETIREMENT PLAN (the "Plan");


     NOW THEREFORE, the Plan is hereby adopted as follows,  effective as of June
15, 2000:



                                                       (ii)

                                    ARTICLE I

                          Definitions and Construction

     1.1 Definitions.  The capitalized words or terms used in the Plan and which
are not otherwise  defined  herein shall have the same meanings as such words or
terms have in the Profit  Sharing  401(k) Plan,  as the same may be amended from
time to time.  Where the following  words and phrases  appear in the Plan,  they
shall have the respective meanings set forth below, unless their context clearly
indicates to the contrary.

(1)  Account(s):  A Member's Company Account and/or Deferral Account,  including
     the amounts credited thereto. ----------

(2)  Affiliates:  The Company's  "Affiliates," as such term is defined under the
     Profit Sharing 401(k) Plan.

(3)  Code: The Internal Revenue Code of 1986, as amended.

(4)  Committee:  The  administrative  committee  appointed  by the  Directors to
     administer the Plan.

(5)  Company. Winn-Dixie Stores, Inc. and any other adopting entity which adopts
     the Plan pursuant to the provisions of Article XI jointly and severally.

(6)  Company Account: An individual account for each Member to which is credited
     the Company  Deferrals made on his behalf pursuant to Section 3.2 and which
     is credited (or debited) for such  account's  allocation  of net income (or
     net loss) as provided in Section 3.3.

(7)  Company  Deferrals:  Deferrals  made by the  Company on a  Member's  behalf
     pursuant to Section 3.2.


(8)  Compensation:  Amounts equal to a Member's  "Compensation," as such term is
     defined under the Profit  Sharing 401(k) Plan,  including  amounts a Member
     could have received in cash in lieu of Member Deferrals pursuant to Section
     3.1,  and  without  regard to the  maximum  dollar  limitation  of  section
     401(a)(17) of the Code.

(9)  Deferral  Account:  An  individual  account  for  each  Member  to which is
     credited his Member Deferrals pursuant to Section 3.1 and which is credited
     (or debited) for such  account's  allocation of net income (or net loss) as
     provided in Section 3.3.

(10) Directors: The Board of Directors of Winn-Dixie Stores, Inc.



                                       I-1



(11) Disability:  A Member's  "Disability,"  as such term is  defined  under the
     Profit Sharing 401(k) Plan.


(12) Effective Date: July 1, 1994.

(13) Election Date: The first day of each Plan Year.

(14) Funds:  The investment  funds  designated  from time to time for the deemed
     investment of Accounts pursuant to Article IV.

(15) Member:  Each individual who is eligible for  participation in the Plan and
     who has become a Member pursuant to Article II.

(16) Member Deferrals: Deferrals made by a Member pursuant to Section 3.1.

(17) Plan: The Winn-Dixie Stores, Inc. Supplemental  Retirement Plan, as amended
     from time to time.

(18) Plan Year: The  twelve-consecutive  month period  commencing July 1 of each
     year. Effective January 1, 2001, the Plan Year shall be the calendar year.

(19) Profit  Sharing 401(k) Plan: The  Winn-Dixie  Stores,  Inc.  Profit Sharing
     401(k) Plan, as amended from time to time.

(20) Retirement  Date.  The date upon which such Member has attained  sixty-five
     years of age.

(21) Trust: The trust, if any, established under the Trust Agreement


(22) Trust  Agreement:  The agreement,  if any, entered into between the Company
     and the Trustee pursuant to Article X.

(23) Trust  Fund:  The  funds  and  properties,  if any,  held  pursuant  to the
     provisions of the Trust  Agreement,  together with all income,  profits and
     increments thereto.

(24) Trustee:  The  trustee  or  trustees  appointed  by the  Directors  who are
     qualified and acting under the Trust Agreement at any time.

(25) Valuation Dates: The last business day of each calendar month and any other
     interim  Valuation Date determined by the Committee on a  nondiscriminatory
     basis.

(26) Vested Interest:  The portion of a Member's Accounts which, pursuant to the
     Plan, is nonforfeitable.



                                                        I-2


     1.2 Number  and  Gender.  Wherever  appropriate  herein,  words used in the
singular  shall be considered to include the plural and words used in the plural
shall be  considered  to include  the  singular.  The  masculine  gender,  where
appearing in the Plan, shall be deemed to include the feminine gender.

     1.3  Headings.  The headings of Articles  and Sections  herein are included
solely for  convenience,  and if there is any conflict between such headings and
the text of the Plan, the text shall control.




                                                        I-3

                                   ARTICLE II.

                                  Participation

     2-1 Eligibility.

          (a) Any  employee of the Company as of July 1, 1994 who,  with respect
     to the "Plan Year"  ending June 30,  1994 under the Profit  Sharing  401(k)
     Plan, (1) was a "Member," (2) was a "Highly  Compensated  Employee" and (3)
     elected a 5%  contribution  rate for  "Before-Tax  Contributions"  for such
     entire "Plan Year" shall be eligible to become a Member of the Plan for the
     Plan Year  commencing  July 1, 1994 by electing  to make  Member  Deferrals
     pursuant to Section 3.1(a) of the Plan.

          (b) Any  employee of the Company  who,  with  respect to a "Plan Year"
     under the Profit  Sharing'401(k)  Plan, (1) is a "Member," (2) is a "Highly
     Compensated   Employee"  and  (3)  elects  the  maximum  contribution  rate
     allowable  under the Plan for  "Before-Tax  Contributions"  for such entire
     "Plan  Year" shall be eligible to become a Member of the Plan for such Plan
     Year by electing to make Member  Deferrals  pursuant to Section  3.1(1,) of
     the Plan.

          (c)  Any  employee  of  the  Company  who  is  a  "Highly  Compensated
     Employee",  as such term is defined in Section 414(q) of the Code, shall be
     eligible  to  become  a  Member  of the  Plan by  electing  to make  Member
     Deferrals pursuant to Section 3.1(c) of the Plan.

          (d) Any  employee of the Company  who,  with  respect to a "Plan Year"
     under the Profit  Sharing/401(k)  Plan, (1) is a "Member," (2) is a "Highly
     Compensated   Employee"  and  (3)  elects  the  maximum  contribution  rate
     allowable  under the Plan for  "Before-Tax  Contributions"  for such entire
     "Plan  Year"  shall  become a Member  of the  Plan for the Plan  Year  with
     respect to Company Deferrals pursuant to Section 3.2(1,).

          (e) Any employee of the Company who:

               (1) is  eligible  to  become a Member of the Plan  under  Section
          2.1(c)  but who has not  yet  met  the  eligibility  requirements  for
          participation   in  the  Company's  Profit  Sharing  401(k)  Plan  and
          therefore is not eligible to make deferrals pursuant to Section 3.2(c)
          of the Plan; and


               (2)  elects to become a Member of the Plan and defer a portion of
          his or her Compensation pursuant to Section 3.1(c) of the Plan;

               shall be  entitled  to  receive  Company  Deferrals  pursuant  to
          Section  3.2(d)  for the  period  of time  commencing  on the date the
          employee elects to become a

                                      II-1


Member of the Plan and defer a portion of his or her  Compensation  pursuant  to
Section  3.1(c)  and  ending  on  the  date  such  Member  becomes  eligible  to
participate  in the Company's  Profit  Sharing  401(k) Plan.  After the date the
Member becomes  eligible to  participate in the Company's  Profit Sharing 401(k)
Plan,  he or she shall be  entitled  to receive  Company  Deferrals  pursuant to
Section 3.2(c) of the Plan.

22 Participation.

          (a) The Committee  shall notify those employees of the Company who are
     determined  by the  Committee  to be eligible to initially  become  Members
     pursuant to Section  2.1(a),  (b), or (c). Any such  eligible  employee may
     become a Member of the Plan by executing  and filing with the Committee the
     Member Deferral election prescribed by the Committee within 60 days of such
     notification.

          (b)  Notwithstanding   any  provision  herein  to  the  contrary,   an
     individual  who has become a Member of the Plan shall  cease to be entitled
     to make Member Deferrals  hereunder or receive Company Deferrals  hereunder
     effective as of any date  designated by the  Committee.  Any such Committee
     action  shall  be  communicated  to the  affected  individual  prior to the
     effective  date of such  action.  Any  such  individual  may  again  become
     entitled to make Member Deferrals  hereunder and receive Company  Deferrals
     hereunder  beginning  on  any  subsequent  Election  Date  selected  by the
     Committee in its sole discretion.





                                                       II-2


                                  ARTICLE III.

                Account Credits and Allocations of Income or Loss

3.1 Member Deferrals.

          (a) A Member meeting the  eligibility  requirements  of Section 2.1(a)
     may  elect  to  defer a  portion  of his  Compensation  for the  Plan  Year
     commencing  July  1,  1994  equal  to  the  reduction  in  his  "Before-Tax
     Contributions"  under the Profit  Sharing'401(k)  Plan for the "Plan  Year"
     ending June 30, 1994 as a result of the  limitations  contained  in section
     401(a)(17), 401(k)(3), 402(g) and/or 415 of the Code.

          (1,) A Member meeting the  eligibility  requirements of Section 2.1(1)
     may elect to defer a portion of his  Compensation  for a Plan Year equal to
     the reduction in his  "Before-Tax  Contributions"  under the Profit Sharing
     401(k) Plan for such "Plan Year" as a result of the  limitations  contained
     in section 401(a)(17), 401(k)(3), 402(g) and/or 415 of the Code.

          (c) A Member meeting the  eligibility  requirements  of Section 2.1(c)
     may  elect  to  defer  an  integral  percentage  of  from  1% to 25% of his
     Compensation for a Plan Year.

          (d)  Compensation  for a Plan Year not so  deferred  by such  election
     pursuant  to this  Section  shall be  received  by such  Member in cash.  A
     Member's  election to defer an amount of his Compensation  pursuant to this
     Section shall be made by executing and delivering a  Compensation  deferral
     election  pursuant to which the Member authorizes the Company to reduce his
     Compensation  in the  elected  amount  and the  Company,  in  consideration
     thereof, agrees to credit an equal amount to such Member's Deferral Account
     maintained under the Plan. Compensation deferrals made by a Member shall be
     credited  to such  Member's  Deferral  Account as of a date  determined  in
     accordance with procedures  established from time to time by the Committee;
     provided,  however,  that such deferrals  shall be credited to the Member's
     Deferral Account no later than the 15th business day of the month following
     the month during which the  Compensation  deferred would have been received
     by such Member in cash if he had not elected to defer such amount  pursuant
     to this Section 3.1. The  reduction in a Member's  Compensation  for a Plan
     Year pursuant to his  Compensation  deferral  election shall be effected by
     Compensation  reductions within such Plan Year following the effective date
     of such election.

          (e) A Member's  Compensation  deferral election shall become effective
     no later than thirty  (30) days after the date the  election is executed by
     the Member and filed




                                                              III-1





     with the Company. A Member's Compensation deferral election shall remain in
     force and effect for the entire Plan Year to which such election relates. A
     Member's  Compensation  deferral  election  pursuant to Section 3.1(1,) and
     Section  3.1(c) shall remain in force and effect for each  subsequent  Plan
     Year (following his initial year of participation in the Plan) for which he
     satisfies the eligibility requirements set forth in Section 2.1, unless and
     until such  election  is changed  or  revoked by such  Member  prior to the
     Election Date of a subsequent  Plan Year to which such change or revocation
     relates.

          (f) A Member who has made a Compensation deferral election pursuant to
     Section  3.1(c) may change his  election,  as of the  Election  Date of any
     subsequent  Plan Year,  by executing  and  delivering  to the Company a new
     Compensation  deferral  election prior to such Election Date and within the
     time period prescribed by the Committee.

          (g) A Member who has made a Compensation  deferral  election  pursuant
     Section  3.1(1,) or Section  3.1(c)  may  cancel  his  election,  as of the
     Election Date of any  subsequent  Plan Year, by executing and delivering to
     the Company the form  prescribed  by the  Committee  prior to such Election
     Date and within the time period  prescribed by the Committee.  A Member who
     so  cancels  his  Compensation  deferral  election  may  again  make  a new
     Compensation  deferral election for a subsequent Plan Year, if he satisfies
     the  eligibility  requirements  set forth in Section 2.1, by executing  and
     delivering to the Company a new Compensation deferral election prior to the
     Election  Date of such Plan Year and within the time period  prescribed  by
     the Committee.

          (h) A Member's  Compensation  deferral  election  shall  indicate  the
     applicable   form  of  payment,   as  provided  in  Section  7.3,  for  the
     Compensation deferred thereunder and the net income (or net loss) allocated
     with respect thereto.

          (i) As of any date selected, the Company may credit the Accounts of an
     individual  who is a Member on such date with such  amount,  if any, as the
     Company shall determine in its sole discretion. Such credits may be made on
     behalf of some of such Members but not others, and such credits may vary in
     amount among such individual Members.

3.2 Company Deferrals.

          (a) For each  calendar  month,  the  Company  shall  credit a Member's
     Company Account with an amount which equals 50% of the  contributions  made
     pursuant to Section 3.1(a) and/or Section  3.1(1,) on behalf of such Member
     during such month.



                                      III-2



          (b) As of the  last  day of each  Plan  Year in  which  the  "Matching
     Contributions"  for the "Plan Year" under the Profit Sharing 401(k) Plan on
     behalf of a Member are limited as a result of the limitations  contained in
     section  401(m)(2)  and/or  section  415,  the  Company  shall  credit such
     Member's  Company  Account  with an amount  equal to the  reduction in such
     Member's  share of such  "Matching  Contributions"  to the  Profit  Sharing
     401(k) Plan as a result solely of the application of such limitations.

          (c) As of the  last  day of each  Plan  Year in  which  the  "Employer
     Contributions" for the "Plan Year" under the Profit Sharing (401(k) Plan on
     behalf of a Member are limited as a result of the limitations  contained in
     section  401(a)(17)  and/or section 415, the Company shall credit a special
     subaccount within such Member's Company Account with an amount equal to the
     reduction in such Member's  share of such "Employer  Contributions"  to the
     Profit  Sharing(401(k)  Plan as a result solely of the  application of such
     limitations.

          (d) As of the last day of each Plan Year in which a Member is entitled
     to receive  Company  Deferrals  pursuant to Section 2.1(e) of the Plan, the
     Company  shall  credit the Company  Account  established  on behalf of such
     Member with an amount equal to the amount of "Employer  Contributions" such
     Member would have received  under the Company's  profit Sharing 401(k) Plan
     (without  taking into account any of the  limitations  contained in Section
     401(a)(17) and/or Section 415 of the Code) if such Member had been eligible
     to participate.



                                      III-3

3-3 Allocation of Net Income or Loss and Changes In Value Among Accounts.

          (a) As of each Valuation  Date, the Committee  shall determine the net
     income  (or net loss) of each Fund for the  period  elapsed  since the next
     preceding  Valuation  Date. The net income (or net loss) of each Fund since
     the next preceding  Valuation Date shall be ascertained by the Committee in
     such manner as it deems appropriate, based upon the net asset value of each
     such Fund as of the applicable  Valuation Date,  which may include expenses
     of administering the Fund, the Trust and the Plan.

               (1,) For  purposes  of  allocations  of net income (or net loss),
          each Member's  Accounts  shall be divided into  subaccounts to reflect
          such Member's  deemed  investment  designation in a particular Fund or
          Funds  pursuant  to Article  IV. As of each  Valuation  Date,  the net
          income (or net loss) of each Fund, separately and respectively,  shall
          be allocated  among the  corresponding  subaccounts of the Members who
          had such  corresponding  subaccounts  invested in such Funds since the
          next preceding Valuation Date.

     (c) So long as there is any  balance in any  Account,  such  Account  shall
continue to receive allocations pursuant to this Section.


                                      III-4




                                   ARTICLE IV.
                           Deemed Investment of Funds

        Each  Member  shall   designate,   in  accordance  with  the  procedures
established from time to time by the Committee,  the manner in which the amounts
allocated  to his Accounts  shall be deemed to be invested  from among the Funds
made available from time to time for such purpose by the Committee.  Such Member
may  designate  one of such Funds for the deemed  investment  of all the amounts
allocated to his Accounts or he may split the deemed  investment  of the amounts
allocated to his Accounts between such Funds in such increments as the Committee
may prescribe. if a Member fails to make a proper designation, then his Accounts
shall be deemed to be invested in the Fund or Funds  designated by the Committee
from time to time in a uniform and nondiscriminatory manner.

        A Member may change his deemed investment designation for future amounts
to be allocated  to his  Accounts.  Any such change shall be made in  accordance
with the  procedures  established  by the  Committee,  and the frequency of such
changes may be limited by the Committee.

        A Member may elect to convert  his deemed  investment  designation  with
respect to the amounts  already  allocated to his Accounts.  Any such conversion
shall be made in accordance  with the  procedures  established by the Committee,
and the frequency of such conversions may be limited by the Committee.




                                      IV-1


                                   ARTICLE V.

                Determination of Vested Interest and Forfeitures

5.1  Deferral  Account.  A  Member  shall  have a 100%  Vested  Interest  in his
     Deferral Account at all times.

5.2  Company  Account  A Member  shall  have a Vested  Interest  in his  Company
     Account  (other than the  portion  attributable  to the special  subaccount
     referred to in Section  3.2(c))  equal to his "Vesting  Percentage"  in his
     "Matching  Contributions  Account" under the Profit  Shanng'401(k)  Plan. A
     Member shall have a Vested  Interest in the portion of his Company  Account
     attributable to the special subaccount  referred to in Section 3.2(c) equal
     to his "Vesting Percentage" in his "Employer  Contributions  Account" under
     the Profit  Sharing/401(k) Plan. A Member shall have a 100% Vested Interest
     in his Company  Account upon his termination of employment with the Company
     and its Affiliates  after attainment of his Retirement Date or by reason of
     death or Disability. Further, a Member shall have a 100% Vested Interest in
     his Company Account upon his termination of employment with the Company and
     its  Affiliates  as a result  of the  closing  of an  entire  store,  plant
     facility  or  warehouse,  or  the  elimination  of  a  complete  shift,  or
     department, in a plant facility or warehouse.

5.3  Forfeitures.  A Member who terminates  employment  with the Company and its
     Affiliates  with a Vested Interest in his Company Account that is less than
     100% shall forfeit to the Company the nonvested  portion of such Account as
     of the date of such termination.



                                       V-1


                                   ARTICLE VI.

                            In-Service Distributions


         In-service distributions shall not be permitted under the Plan. Members
shall not be permitted to make withdrawals from the Plan prior to termination of
employment with the Company and its Affiliates.  Members shall not, at any time,
be permitted to borrow from the Trust Fund. Following  termination of employment
with the Company and its Affiliates, the amounts credited to a Member's Accounts
shall be payable to such Member in  accordance  with the  provisions  of Article
VII.




                                      VI-1


                                  ARTICLE VII.

                              Termination Benefits

     7.1 Amount or Benefit.  Upon termination of employment of a Member with the
Company and its Affiliates for any reason,  the Member,  or, in the event of the
death of the Member  while  employed by the  Company,  the  Member's  designated
beneficiary,  shall be  entitled  to a  benefit  equal in value to the  Member's
Vested  Interest in the balance in his  Accounts as of the  Valuation  Date next
preceding  the date the  payment of such  benefit  is to  commence  pursuant  to
Section 72.

     72 Time of Payment.  Payment of a Member's  benefit under Section 7.1 shall
commence  as soon as  administratively  practicable  after  the  Valuation  Date
coincident with or next succeeding the date the Member terminates his employment
with the Company and its Affiliates.

     7.3 Alternative Forms or Benefit Payments. A Member's benefit under Section
7.1shall  be paid in one of the  following  forms  irrevocably  elected  by such
Member in writing on the form  prescribed by the Committee on or before the date
he becomes a Member of the Plan:

               (1)   A single lump sum, cash payment; or

               (2) Annual installment payments for a term certain of either 5 or
        10 years payable to the Member or, in the event of such  Member's  death
        prior to the end of such term certain, to his designated  beneficiary as
        provided in Section 7.4.

In the event such  Member  fails to timely  elect the form in which his  benefit
payments are to be made,  such benefit  payments  shall be in the form of annual
installment  payments for a term certain of 10 years  payable to such Member or,
in the event of such Member's  death prior to the end of such term  certain,  to
his designated beneficiary as provided in Section 7.4. if a Member dies prior to
the date the  payment of his benefit  begins and if the Member  failed to timely
elect  the form in which  his  benefit  payments  are to be made,  then  benefit
payments  shall  be made to the  Member's  designated  beneficiary  in the  form
described  in the  preceding  sentence.  if a Member  dies prior to the date the
payment of his  benefit  begins  and if the Member did timely  elect the form in
which his benefit  payments are to be made, then benefit  payments shall be made
to the Member's designated beneficiary in the form elected by the Member.

     7.4  Designation of Beneficiaries.

     (a) Each  Member  shall  have the right to  designate  the  beneficiary  or
beneficiaries to receive payment of his benefit in the event of his death.  Each
such


                                      VII-1


designation  shall  be  made  by  executing  the  beneficiary  designation  form
prescribed  by the  Committee  and  filing  same  with the  Committee.  Any such
designation  may be changed at any time by  execution  of a new  designation  in
accordance with this Section.

     b) If no such  designation is on file with the Committee at the time of the
death of the  Member or such  designation  is not  effective  for any  reason as
determined by the Committee, then the designated beneficiary or beneficiaries to
receive such benefit shall be as follows:

          (1)If a Member leaves a surviving spouse, his benefit shall be paid to
     such surviving spouse;

          (2)If a Member leaves no surviving  spouse,  his benefit shall be paid
     to such Member's executor or administrator, or to his heirs at law if there
     if no administration of such Member's estate.

         7.5  Accelerated  Pay-Out  or  Certain  Benefits.  Notwithstanding  any
provision in Section 7.3 to the contrary,  if a Member's benefit payments are to
be paid in a form other than a single lump sum,  cash payment and the  aggregate
amount to be paid with respect to such Member in any particular calendar year is
less than $10,000,  then the  Committee  may, in its sole  discretion,  elect to
cause the entire  remaining  Account  balance  with respect to such Member to be
paid in a single lump sum, cash payment.

         7.6 Payment of  Benefits.  To the extent the Trust Fund has  sufficient
assets, the Trustee shall pay benefits to Members or their beneficiaries, except
to the extent the Company  pays the  benefits  directly  and  provides  adequate
evidence of such payment to the  Trustee.  To the extent the Trustee does not or
cannot pay  benefits out of the Trust Fund,  the  benefits  shall be paid by the
Company.  Any benefit  payments made to a Member or for his benefit  pursuant to
any  provision  of the Plan  shall be  debited to such  Member's  Accounts.  All
benefit payments shall be made in cash to the fullest extent practicable.

         7.7 Unclaimed Benefits. In the case of a benefit payable on behalf of a
Member,  if the Committee is unable to locate the Member or  beneficiary to whom
such  benefit is  payable,  upon the  Committee's  determination  thereof,  such
benefit shall be forfeited to the Company.  Notwithstanding  the  foregoing,  if
subsequent to any such forfeiture the Member or beneficiary to whom such benefit
is payable makes a valid claim for such benefit, such forfeited benefit shall be
restored to the Plan by the Company.





                                      VII-2




                                  ARTICLE VIII.

                           Administration of the Plan

        8.1  Appointment of Committee.  The general  administration  of the Plan
shall be vested in the  Committee  which shall be appointed by the Directors and
shall consist of one or more persons. Any individual, whether or not an employee
of the Company, is eligible to become a member of the Committee.

        8.2  Term,  Vacancies,  Resignation  and  Removal.  Each  member  of the
Committee shall serve until he resigns, dies, or is removed by the Directors. At
any time  during his term of  office,  a member of the  Committee  may resign by
giving written notice to the Directors and the  Committee,  such  resignation to
become effective upon the appointment of a substitute member or, if earlier, the
lapse of thirty days after such notice is given as herein provided.  At any time
during his term of office,  and for any reason, a member of the Committee may be
removed by the Directors with or without  cause,  and the Directors may in their
discretion  fill any  vacancy  that may  result  therefrom.  Any  member  of the
Committee  who is an employee of the Company shall  automatically  cease to be a
member of the  Committee  as of the date he ceases to be employed by the Company
and its Affiliates.

        8.3 Self-Interest of Members.  No member of the Committee shall have any
right to vote or decide  upon any matter  relating  solely to himself  under the
Plan or to vote in any case in which his  individual  right to claim any benefit
under the Plan is particularly involved. In any case in which a Committee member
is so disqualified to act and the remaining  members cannot agree, the Directors
shall  appoint a temporary  substitute  member to exercise all the powers of the
disqualified member concerning the matter in which he is disqualified.

        8.4  Committee  Powers and Duties.  The  Committee  shall  supervise the
administration and enforcement of the Plan according to the terms and provisions
hereof  and shall  have all  powers  necessary  to  accomplish  these  purposes,
including, but not by way of limitation, the right, power, authority, and duty:

          (a) To make rules,  regulations,  and bylaws for the administration of
     the Plan that are not  inconsistent  with the terms and provisions  hereof,
     and to  enforce  the  terms  of the  Plan  and the  rules  and  regulations
     promulgated thereunder by the Committee;

          (b) To construe in its discretion all terms,  provisions,  conditions,
     and limitations of the Plan;




                                     VIII-1



          (c) To correct any defect or to supply any  omission  or to  reconcile
     any  inconsistency  that may appear in the Plan in such  manner and to such
     extent as it shall  deem in its  discretion  expedient  to  effectuate  the
     purposes of the Plan;

          (d) To employ and compensate such accountants,  attorneys,  investment
     advisors, and other agents,  employees,  and independent contractors as the
     Committee  may deem  necessary  or advisable  for the proper and  efficient
     administration of the Plan;

          (e)  To  determine  in  its  discretion  all  questions   relating  to
     eligibility;

          (f) To determine  whether and when there has been a  termination  of a
     Member's employment with the Company and its Affiliates, and the reason for
     such termination;

          (g) To make a  determination  in its discretion as to the right of any
     person  to a  benefit  under  the Plan and to  prescribe  procedures  to be
     followed by distributees in obtaining benefits hereunder;

          (h) To receive and review reports from the Trustee as to the financial
     condition of the Trust Fund, including its receipts and disbursements; and

          (i) To establish or designate Funds as investment  options as provided
     in Article IV.

        8.5 Claims  Review.  In any case in which a claim for Plan benefits of a
Member or beneficiary is denied or modified, the Committee shall furnish written
notice to the  claimant  within  ninety  days (or within 180 days if  additional
information  requested  by  the  Committee  necessitates  an  extension  of  the
ninety-day period), which notice shall:

          (a)  State  the   specific   reason  or  reasons  for  the  denial  or
     modification;

          (b) Provide  specific  reference to pertinent Plan provisions on which
     the denial or modification is based;

          (c) Provide a description  of any  additional  material or information
     necessary for the Member, his beneficiary, or representative to perfect the
     claim and an  explanation of why such material or information is necessary;
     and

          (d) Explain the Plan's claim review procedure as contained herein.

In the event a claim for Plan benefits is denied or modified, if the Member, his
beneficiary,  or a representative of such Member or beneficiary  desires to have
such denial or  modification  reviewed,  he must,  within  sixty days  following
receipt of the notice of such denial or  modification,  submit a written request
for review by the Committee of its initial

                                     VIII-2


decision.  In connection with such request, the Member, his beneficiary,  or the
representative of such Member or beneficiary may review any pertinent  documents
upon  which such  denial or  modification  was based and may  submit  issues and
comments in writing.  Within  sixty days  following  such request for review the
Committee  shall,  after  providing  a full and fair  review,  render  its final
decision in writing to the Member, his beneficiary or the representative of such
Member or  beneficiary  stating  specific  reasons for such  decision and making
specific  references  to pertinent  Plan  provisions  upon which the decision is
based. If special  circumstances  require an extension of such sixty-day period,
the  Committee's  decision shall be rendered as soon as possible,  but not later
than 120 days after  receipt of the request for review.  If an extension of time
for review is required,  written  notice of the extension  shall be furnished to
the Member,  beneficiary,  or the  representative  of such Member or beneficiary
prior to the commencement of the extension period.

         8.6 Company to Supply  Information.  The Company  shall supply full and
timely information to the Committee,  including, but not limited to, information
relating to each Member's Compensation,  age, retirement,  death, or other cause
of termination of employment and such other pertinent facts as the Committee may
require.  The Company shall advise the Trustee of such of the foregoing facts as
are deemed necessary for the Trustee to carry out the Trustee's duties under the
Plan and the Trust Agreement. When making a determination in connection with the
Plan,  the Committee  shall be entitled to rely upon the  aforesaid  information
furnished by the Company.

         8.7 Indemnity.  To the extent  permitted by applicable law, the Company
shall indemnity and save harmless the Directors and each member of the Committee
against  any and all  expenses,  liabilities  and claims  (including  legal fees
incurred to defend  against such  liabilities  and claims)  arising out of their
discharge  in good  faith of  responsibilities  under or  incident  to the Plan.
Expenses and liabilities  arising out of willful misconduct shall not be covered
under this indemnity. This indemnity shall not preclude such further indemnities
as may be available under insurance  purchased by the Company or provided by the
Company  under any  bylaw,  agreement,  vote of  stockholders  or  disinterested
directors or otherwise, as such indemnities are permitted under applicable law.



                                     VIII-3


                                   ARTICLE IX.

                             Administration of Funds

        9.1 Payment of Expenses.  All expenses incident to the administration of
the Plan and Trust,  including  but not limited to, legal,  accounting,  Trustee
fees, and expenses of the Committee, may be paid by the Company and, if not paid
by the Company, shall be paid by the Trustee from the Trust Fund, if any.

        9.2 Trust Fund Property. All income, profits, recoveries, contributions,
forfeitures and any and all moneys, securities and properties of any kind at any
time  received  or held by the  Trustee,  if any,  shall be held for  investment
purposes as a commingled Trust Fund pursuant to the terms of the Trust Agreement
The  Committee  shall  maintain one or more Accounts in the name of each Member,
but the  maintenance  of an Account  designated as the Account of a Member shall
not mean that such Member shall have a greater or lesser  interest than that due
him by  operation of the Plan and shall not be  considered  as  segregating  any
funds or property from any other funds or property  contained in the  commingled
fund. No Member shall have any title to any specific asset in the Trust Fund, if
any.





                                      IX-1


                                   ARTICLE X.

                               Nature of the Plan

        The Company intends and desires by the adoption of the Plan to recognize
the value to the Company of the past and present  services of employees  covered
by the Plan and to encourage and assure their continued service with the Company
by making more adequate  provision  for their future  retirement  security.  The
establishment  of the Plan is,  in  part,  made  necessary  by  certain  benefit
limitations which are imposed on the Profit Sharing'401(k) Plan by the Code. The
Plan  is  intended  to  constitute  an  unfunded,  unsecured  plan  of  deferred
compensation for a select group of management or highly compensated employees of
the Company.  Plan benefits  herein provided are to be paid out of the Company's
general  assets.  Nevertheless,  subject  to the terms  hereof  and of the Trust
Agreement,  the Company may transfer  money or other property to the Trustee and
the Trustee  shall pay Plan benefits to Members and their  beneficiaries  out of
the Trust  Fund.  To the  extent the  Company  transfers  assets to the  Trustee
pursuant to the Trust  Agreement,  the  Committee  may, but need not,  establish
procedures  for the  Trustee to invest the Trust  Fund in  accordance  with each
Member's  designated  deemed  investments  pursuant to Article IV respecting the
portion of the Trust Fund assets equal to such Member's Account(s).

        The  Directors,  in their sole  discretion,  may establish the Trust and
enter into the Trust  Agreement  The Company may adopt the Trust for purposes of
the Plan. In such event, the Company shall remain the owner of all assets in the
Trust Fund and the assets shall be subject to the claims of Company creditors if
the Company ever becomes  insolvent  For purposes  hereof,  the Company shall be
considered  "insolvent"  if (a) the  Company  is unable to pay its debts as they
become due, or (1,) the Company is subject to a pending  proceeding  as a debtor
under the United Sates Bankruptcy Code (or any successor federal  statute).  The
chief executive officer of the Company and its Board of Directors shall have the
duty to inform the  Trustee in writing if the  Company  becomes  insolvent  Such
notice given under the preceding  sentence by any party shall satisfy all of the
parties'  duty to give  notice.  When so  informed,  the Trustee  shall  suspend
payments to the  Members  and hold the assets for the  benefit of the  Company's
general creditors. If the Trustee receives a written allegation that the Company
is insolvent,  the Trustee  shall  suspend  payments to the Members and hold the
Trust  Fund for the  benefit  of the  Company's  general  creditors,  and  shall
determine within the period specified in the Trust Agreement whether the Company
is insolvent If the Trustee  determines  that the Company is not insolvent,  the
Trustee shall resume  payments to the Members.  No Member or  beneficiary  shall
have any preferred claim to, or any beneficial ownership interest in, any assets
of the Trust Fund.





                                       X-1



                                   ARTICLE XI.

                                Adopting Entities

        It is contemplated that other corporations,  associations,  partnerships
or proprietorships may adopt this Plan and thereby become the Company.  Any such
entity,  whether  or not  presently  existing,  may  become  a party  hereto  by
appropriate action of its officers without the need for approval of its board of
directors or noncorporate  counterpart or of the Directors;  provided,  however,
that such entity must be an  Affiliate.  The  provisions of the Plan shall apply
separately  and equally to each Company and its  employees in the same manner as
is expressly provided for Winn-Dixie Stores, Inc. and its employees, except that
the power to appoint or  otherwise  affect the  Committee or the Trustee and the
power to amend or  terminate  the Plan or amend  the  Trust  Agreement  shall be
exercised by the Directors  alone.  Transfer of employment  among  Companies and
Affiliates  shall not be considered a termination of employment  hereunder.  Any
Company may, by appropriate action of its officers without the need for approval
of its  board  of  directors  or  noncorporate  counterpart  or  the  Directors,
terminate its participation in the Plan.  Moreover,  the Directors may, in their
discretion, terminate a Company's Plan participation at any time.



                                      XI-1



                                  ARTICLE XII.

                                  Miscellaneous

        12.1 Not Contract or  Employment.  The adoption and  maintenance  of the
Plan shall not be deemed to be a contract  between the Company and any person or
to be consideration  for the employment of any person.  Nothing herein contained
shall be deemed to give any person the right to be retained in the employ of the
Company or to restrict the right of the Company to  discharge  any person at any
time nor shall the Plan be deemed to give the  Company  the right to require any
person to remain in the employ of the Company or to restrict any person's  right
to terminate his employment at any time.

        12.2 Alienation of Interest  Forbidden.  The interest of a Member or his
beneficiary or beneficiaries hereunder may not be sold,  transferred,  assigned,
or  encumbered  in any manner,  either  voluntarily  or  involuntarily,  and any
attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be null and void;  neither shall the benefits hereunder be
liable for or subject to the debts, contracts, liabilities, engagements or torts
of any person to whom such  benefits or funds are payable,  nor shall they be an
asset in  bankruptcy  or subject to  garnishment,  attachment  or other legal or
equitable proceedings.

        12.3 Withholding.  All Compensation  deferrals and payments provided for
hereunder  shall be subject to applicable  withholding  and other  deductions as
shall be required of the Company under any  applicable  local,  state or federal
law.

        12.4 Amendment and Termination.  The Directors may from time to time, in
their  discretion,  amend,  in whole or in part, any or all of the provisions of
the Plan; provided, however, that no amendment may be made that would impair the
rights of a Member with respect to amounts  already  allocated to his  Accounts.
The  Directors may terminate the Plan at any time. In the event that the Plan is
terminated,  the balance in a Member's  Accounts shall be paid to such Member or
his designated  beneficiary in the manner specified by the Committee,  which may
include the payment of a single lump sum, cash payment in full  satisfaction  of
all of such Member's or beneficiary's benefits hereunder.

        12.5  Severability.  If any provision of this Plan shall be held illegal
or invalid for any reason,  said  illegality or invalidity  shall not affect the
remaining  provisions hereof;  instead,  each provision shall be fully severable
and the Plan  shall be  construed  and  enforced  as if said  illegal or invalid
provision had never been included herein.

        12.6  Governing  laws.  MI  provisions of the Plan shall be construed in
accordance  with the laws of Florida  except to the extent  preempted by federal
law.



                                      XII-1




EXECUTED this 15th day of June, 2000.

                                                       WINN-DIXIE STORES, INC.



                                               By:_____________________________
                                                            Its President


                                            Attest:___________________________
                                                        Its Asst. Secretary


(CORPORATE SEAL)